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WINKO-MATIC SIGNAL COMPANY <br /> LICENSE AGREEMENT <br /> <br />THIS AGREEMENT is entered into this day of April, 1987 <br />by and between WINKO-MATIC SIGNAL COMPANY/MULTISONICS, a <br />corporation ("Winko-Matic") and the CITY OF PLEASANTON, a <br />California municipal corporation (the "City"). <br /> <br /> RECITALS <br /> <br /> 1. Winko-Matic Signal Company has supplied software for use <br />in conjunction with its traffic control system hardware. Such <br />hardware often includes software stored in ROM, EPROM, EEPROM and <br />magnetic media. This License Agreement covers all such <br />Wimko-Ma~ic products sold with such embedded software and any <br />related Winko-Matic software (collectively "the Software"). <br />Products that may incorporate the Software include, but are not <br />limited to, system masters, traffic controllers, communication <br />units, signs and sign systems (collectively "the Hardware"). <br /> <br /> 2. The Software which may be embedded in such products <br />remains the property of Winko-Matic. However, it is licensed to <br />the City (also referred to as "the Licenses") for its use only on <br />the terms set forth below. <br /> <br /> NOW, THEREFORE, the parties to this Agreement mutually agree <br />as follows: <br /> <br /> I. License Granted <br /> <br /> Subject to the terms and conditions of this Agreement, <br />Winko-Matic hereby grants to the City and the City hereby <br />accepts, a non-exclusive, paid up license to use the Software <br />associated with the Hardware to perform the functions described <br />in the system specification. The Software shall contain, at a <br />minimum the features and capabilities set forth in Exhibit A <br />labeled "Functioned Specifications for Central Master Control <br />Equipment" starting at the subsection labeled "Software" at page <br />7 thereof and continuing through page 16. <br /> <br /> II. Obligations of Licenses <br /> <br /> A. City acknowledges that the Software is proprietary <br /> to Winko-Matic and that title to the Software remains in <br /> Winko-Matic at all times. <br /> <br /> B. City agrees to protect Winko-Matic and that it <br /> shall not sell, transfer, publish, disclose, display or otherwise <br /> make available the Software or copies thereof to others and shall <br /> not make any telecommunication data transmissions of Software; <br /> nor shall it provide access to or disclose any of the <br /> communication protocols or methods of data transfer between and <br /> among the various Hardware. City acknowledges that the Software <br /> are trade secrets and confidential information of Winko-Matic and <br /> <br /> - 1 - <br /> <br /> <br />