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~~~ ~ Q u E s T i c a TEAMBUDGET SOFTWARE LICENSE AGREEMENT This SOFTWARE LICENSE AGREEMENT (the "Agreement") is made this _ day of December. 2008 the "Effective Date") by and between QUESTICA INCORPORATED, a corporation incorporated under the laws of Ontario, Canada ("Questica") and the City of Pleasanton. CA, including, without limitation, all its subdivisions, departments, and constituent entities within its legal scope and jurisdiction (collectively, the "Licensee"). BACKGROUND A. Questice has made a substantial irnestment in the development of the computer software TEAMBUDGET (the "Software"), and in the development of documentation related thereto (the "Documentation" and together with the Software, the'Work"). B. Questica has the right to license the Work to third parties. C. The Licensee wishes to use the Work, and Questica has agreed to license such use, pursuant to the terms of this Agreement. NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged), Questica and Licensee (collectively, the "Parties" and individually, a "Party') agree as follows: 1. PERMITTED USE Subject to the terms of this agreement, Questica hereby grants to Licensee a perpetual, Personal, non- tmnsferableand nonexclusive license to. use the Software, solely in executable code format,. and the Documentation provided therewith, solely;for Lioer_isee's own internal business purposes exclusively within the facilities and sites within thejuristlictidri-of the Licehsee. ~ - If Licensee wishes to use the Software at or from an additional site or sites outside of its jurisdiction, Licensee agrees to obtain a separate license for such site(s). Licensee's right to use the Software and the Documentation is limited to those rights expressly set out herein. Licensee shall not use the Software, in whole or in part, on behalf of or for the benefit of any other Person, including an affiliate of the Licensee, except as expressly provided herein. 1.1 STAFF WORK-AT-HOME USE RIGHTS Staff of the Licensee may use the Software from their home as an extension of the license granted to the Licensee, for business related purposes. Staff may not use the Software at home for personal purposes. Licensee is responsible for ensurtng that the Software is made inaccessible to its staff if a) any event causes the staff member to no longer bean employee for any reason, or b) the staff member would not normally require the use of the Software in the at-work environment. Page 1 of 11