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City of Pleasanton - Sun Ridge Systems, Inc. Page 4 <br />iv. The City shall not transfer, use, or export the Software in <br />violation of any applicable laws, rules, or regulations of any government or governmental agency. <br />v. The City shall not use the Software to disrupt, disable, or <br />otherwise harm the operations, software, hardware, equipment, and/or systems of a business, <br />institution, or other entity, including, without limitation, exposing the business, institution, or other <br />entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorized <br />component. <br />vi. The City shall not embed the Software in any third-party <br />applications, unless expressly permitted under this Agreement or otherwise authorized in writing <br />in advance by an authorized officer of Sun Ridge. <br />vii. The License granted under this Agreement shall apply only <br />to the object code for the Software. No one using the Software, and no one for whose benefit the <br />Software is being used, shall have the right to use or have access to the source code for the <br />Software, and neither the City nor anyone using the Software pursuant to this License will modify, <br />change, merge, adapt, translate, reverse engineer, decompile, disassemble or prepare derivative <br />works based upon the Software. <br />viii. The City acknowledges that the Software and the <br />Documentation constitute trade secrets of Sun Ridge. The City agrees to maintain the <br />confidentiality of the Software and the Documentation, and shall take commercially reasonable <br />steps to preserve that confidentiality pursuant to Section 12 of this Agreement. <br />b. The term of the License shall commence upon Final Acceptance of <br />the Software by the City, and shall continue until the License is terminated as provided below. <br />i. Sun Ridge may immediately terminate the License in the <br />event of any failure by the City to comply with the terms or conditions of this Agreement by giving <br />written notice of such termination to the City. In the event the City has leased the Software from <br />Sun Ridge, the License will terminate automatically upon termination of the lease. Upon such <br />termination, the City shall immediately cease further use of the Software and will cause all copies <br />of the Software to be destroyed or returned to Sun Ridge. <br />ii. The City may terminate the License at any time by giving <br />written notice thereof to Sun Ridge and by destroying or returning to Sun Ridge all copies of the <br />Software. The City acknowledges and agrees that any election by the City to terminate the <br />License hereunder will not entitle the City to any refund of amounts paid or compensation of any <br />kind from Sun Ridge. Upon such termination, the City shall immediately cease further use of the <br />Software and will cause all copies of the Software to be destroyed or returned to Sun Ridge. <br />iii. Upon any termination or expiration of the License, an <br />authorized representative of the City shall certify in writing to Sun Ridge that all copies of the <br />Software and the Documentation which were the subject of the License have either been <br />destroyed or returned to Sun Ridge as required above. <br />iv. The provisions of Sections 7, 10.a. and 11 through 13, <br />inclusive, shall survive the expiration or termination of this Agreement. <br />c. Sun Ridge may, at its option, release updates to or new versions of <br />the Software. If the City elects to obtain any update or new version of the Software, the use of <br />such update or new version will be subject to the terms and conditions of this Agreement. <br />DocuSign Envelope ID: 84EBD142-B0C6-4060-8A8C-7614F992B2EA