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Maintenance Agreement 2010yd���� esRr ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. ESRI, Inc. St Louis Regional Office, 820 S Main St St Charles, MO 63301 Phone: (636) 949 -6620 Fax: (636) 949 -6735 DUNS Number: 06- 313 -4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 12/0412009 To: 0310412010 Quotation # 20358296 Date: December 4, 2009 Customer # 40141 Contract # CITY OF SALINA ENGINEERING DEPT 300 WASH ST RM 205 SALINA, KS 67401 ATTENTION: Keith Ganzenmuller PHONE: (785) 309 -5725 FAX: 785- 309 -5713 BY SIGNING BELOW YOU ARE INDICATING THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION. DO NOT USE THIS FORM FOR ORDER ACTIVATION IF YOUR ORGANIZATION WILL NOT HONOR AND PAY AN INVOICE THAT HAS BEEN ISSUED AT YOUR DIRECTION WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. To expedite your order, either attach a copy of this quotation to your purchase order when it is remitted to ESRI, or sign below and return this quotation to indicate your acceptance. ESRI's address and fax number are provided on the first page of this quotation. If you have made ANY alterations to the line Items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax ESRI the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request. If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order. If you choose to discontinue your maintenance, you will become ineligible for maintenance benefits and services. All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your maintenance coverage at a later date. Acceptance of this quotation is limited to the ESRI license agreement, quotation terms and conditions, and any other ESRI terms and conditions included with this quotation. Any additional or different terms in any purchase order are deemed rejected unless expressly accepted in writing and signed by ESRI. Notwithstanding, if the purchase order is placed under an existing signed agreement (e.g., Master Purchase Agreement), or under the GSA Federal Supply Schedule, then the purchase order shall identity such agreement on the face of the order and the terms and conditions of such agreement shall govern the subject matter of the purchase order. By signing below, you are authorizing ESRI to issue an invoice for the items included in the above quote in the amount of: $ ZSa plus sales taxes if applicable. (Note: Shipping costs are subject to change.) Please check one of the following: I agree to pay any applicable sales tax. I am tax exempt, please %ontact me if exempt information is not currently on file with ESRI. z% / 0 ,SrVature of Authorized R pr sent a Date ts. I'll Name (Pleas Q Prin 1L �•�- -, f TI e elira.5 c cmdrk }ht (��6 raced t1l (tl y)-)TM rfe. -�6 -hl 15 GmauA� �ar }rote P),r5 YCo(' The quotation information is proprietary and may not be copied or released other Ihan for the express purpose of system selection and purchaseaicense. This information may not be given to outside parties or used for any other purpose without consent from Emaronmental Systems Research Institute, Inc. (ESRI). Any esumated sales and/or use tax reflected on Nis quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. ESRI reserves the right to adjust and collect sales and/or use tax at the actual date of invoiang. If your organization is tax exempt or pays state tax directly, then poor to invoicing, your organization must provide ESRI with a copy of a current tax exemption certificate issued by your state's tavng authority for the given jurisdiction. Quoted By: Jean Jeannotte, (636) 949 -6620 x8526 Account Manager: Jean Jeannotte Email: iieannotteDesri.com Email: iieannottena esri.com Acceptance of this quotation is limited to the ESRI License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law. if sending remittance, please address to: ESRI, File No. 54630, Los Angeles, Ca 90074 -4630 JEANNOTTEJ This offer Is limited to the terms and conditions incorporated and attached herein. 'd' w �q� ESRf ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. ESRI, Inc. St Louis Regional Office, 820 S Main St St Charles, MO 63301 Phone: (636) 949-6620 Fax: (636) 949-6735 DUNS Number: 06- 313 -4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 1210412009 To: 0310412010 Quotation # 20358296 Date: December 4, 2009 Customer # 40141 Contract # CITY OF SALINA ENGINEERING DEPT 300 WASH ST RM 205 SALINA, KS 67401 ATTENTION: Keith Ganzenmuller PHONE: (785) 309 -5725 FAX: 785- 309 -5713 Material Qty Description Unit Price Total 110036 1 Populations of 25,001 to 50,000 Small Government Enterprise License 35,000.00 35,000.00 Agreement - Year.1 111637 1 ArcPad and ArcPad Application Builder Populations of 25,001 Up to 50,000 750.00 750.00 Small Government Enterprise License Agreement - Year 1 110036 1 Populations of 25,001 to 51),000 Small Government Enterprise License 35,000.00 35,000.00 Agreement - Year 2 111637 1 ArcPad and ArcPad Application Builder Populations of 25,001 Up to 50,000 750.00 750.00 Small Government Enterprise License Agreement - Year 2 110036 1 Populations of 25,001 to 50,000 Small Government Enterprise License 35,000.00 35,000.00 Agreement - Year 3 111637 1 ArcPad and ArcPad Application Builder Populations of 25,001 Up to 50,000 750.00 750.00 Small Government Enterprise License Agreement - Year 3 Item Total: 107,250.00 Subtotal: 107,250.00 Sales Tax: 0.00 Estimated Shipping & Handling(2 Day Delivery) : 0.00 Contract Pricing Adjust: 0.00 Total: $107,250.00 Please reference attached cover letter for terms and payment information. Quoted By: Jean Jeannotte, (636) 949 -6620 x8526 Account Manager: Jean Jeannotte Email: jjeannotte @esri.com Email: jjeannotte @esri.com Acceptance of this quotation is limited to the ESRI License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law. If sending remittance, please address to: ESRI, File No. 54630, Los Angeles, Ca 90074 -4630 JEANNOTTEJ This offer is limited to the terms and conditions incorporated and attached herein. S SMALL MUNICIPAL AND COUNTY ENTERPRISE LICENSE AGREEMENT .y y (E214 12/08) ESRI, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909 - 793 -2853 • FAX 909- 793 -5953 This Small Municipal and County Enterprise License Agreement (hereafter "ELA ") is by and between the organization identified in the quotation ( "Licensee ") and Environmental Systems Research Institute, Inc. ( "ESRI "), with offices at 380 New York Street, Redlands, California 92373 -8100. This ELA is effective ( "Effective Date ") as of the date of receipt of Licensee's Purchase Order citing this ELA. This ELA grants Licensee certain rights to use specific ESRI Software, Data, Web Services, and Documentation and provides maintenance over a limited, fixed period of time from the Effective Date subject to payment of fees and the terms of this ELA. - This ELA is composed of (i) this signature page, (ii) the ELA Terms and Conditions, (iii) Exhibit 1 —Scope of Use (E300), and (iv) the ELA Quotation, which together constitute the sole and entire agreement of the parties as to the subject matter set forth herein. Licensee agrees that any different or additional terms or conditions in or with any Licensee Purchase Order shall not apply and the terms of this ELA shall govern. This ELA supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to such subject matter, which is the licensing of the Enterprise Software. Except as provided in Section 9.1 Future Versions, any modifications or amendments to this ELA must be in writing and signed by an authorized representative of each party. Licensee may accept this ELA by signing and returning this ELA with a Purchase Order or by issuing a Purchase Order signed by Licensee, which shall reference the ELA and shall include the following statement on the face of its Purchase Order: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY ELA, AND ANY DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS IN OR WITH THIS PURCHASE ORDER SHALL NOT APPLY." Licensee will return this ELA and its Purchase Order to: Ann.: ESRI Customer Service, Dept. SG -ELA, 380 New York Street, Redlands, CA 92373 -8100; e-mail to service @esri.com; or fax to 909 - 307 -3083. ACCEPTED AND AGREED: Cr Printed Name: j—�,[—&.,k, Y D Title: Date: ?�( 0 - � Licensee Contact Information t Contact: A"�rAkN Gayncylyrr A-er Address: b OO C„ • A< IA 57J�. r City, State, ZIP: Salllqot �t 5 Ov ELA Quotation Number: b ✓ C O 4� Telephone: C g5 Jr' L ✓ }� S� Fax: ()j 5) 3cY3 — 5-�) 3 E -mail: ke�TY1• jQ✓1ZPylryty��ei C�Saiina o ESRI Contract Number: Page 1 of 5 E214 12/08 ELA TERMS AND CONDITIONS ARTICLE 1— DEFINITIONS Definitions. The terms used are defined as follows: • "Data" means any ESRI or third -party digital dataset(s) including, but not limited to, geographic vector data coordinates, raster, reports, or associated tabular attributes licensed under this ELA. • "Deploy," "Deployed," or "Deployment" means to redistribute and install or the redistribution and installation of the Enterprise Software or its having been redistributed and installed by Licensee on Licensee's hardware. • "Documentation" means all printed and digital materials including, but not limited to, help files, user reference documentation, training documentation, or technical information and briefings. • "ELA Maintenance' means Tier 2 Support, updates, and patches provided by ESRI to Licensee for the Enterprise Software. • "ELA Fee" means the fee set forth in the ELA Quotation. • "ELA Quotation" means the Small Municipal and County ELA offer letter and ESRI quote form. • "Enterprise Software" means the Software, Data, Web Services, and Documentation identified in the ELA Quotation as Enterprise Software. • "Incident" means a failure of the Software to operate according to the Documentation in which such failure substantially impacts operational or functional performance. • "License Agreement' and "ELA" are used interchangeably and mean the license terns and conditions including Exhibit 1 —Scope of Use (E300) that apply to Enterprise Software provided to Licensee by ESRI under this agreement. • "Software" means the actual copy of all or any portion of ESRI's proprietary software technology, accessed or downloaded from an authorized ESRI Web site, or delivered on any media, in any format, including backups, updates, service packs, patches, hot fixes, or permitted merged copies. • "Samples" means sample code, sample applications, add - ons, or sample extensions of Software, Data, Documentation, or Web Services. • "Technical Support' means a process to attempt to resolve reported Incidents through error correction; patches; hot fixes; workarounds; replacement deliveries; or any other type of Software, Data, or Documentation corrections or modificetions. • "Tier 1 Help Desk" means Licensee point of contact from which all Tier 1 Support will be given to Licensee. • "Tier 1 Supporr' means the Technical Support provided by the Tier 1 Help Desk as the primary contact to Licensee in attempted resolution of reported Incidents. • "Tier 2 Support" means the Technical Support provided by ESRI to the Tier 1 Help Desk when the Incident cannot be resolved through Tier 1 Support. • "Web Services" means software services or ESRI or third - party data provided by ESRI that perform geographic information system (GIS) functions, tasks, or data services and are accessed over the Internet, excluding Virtual Campus. ARTICLE 2— INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP The Enterprise Software are licensed and not sold. ESRI and its licensors own the Enterprise Software, which are protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. Licensee agrees to use reasonable means to protect the Enterprise Software from unauthorized use, reproduction, distribution, or publication. ESRI and its third -parry licensors reserve all rights not specifically granted in this License Agreement including the right to change and improve Web Services. ARTICLE 3 —GRANT OF LICENSE 3.1 Grant of License. Subject to the terms and conditions of this ELA, ESRI grants to Licensee a limited term, personal, nonexclusive, nontransferable license solely to a. Use, copy, and Deploy an unlimited quantity of the Enterprise Software excluding ESRI Developer Network (1) for the term identified in this ELA and (2) for Licensee's own internal use. b. Deploy one subscription of the ESRI Developer Network for use by a single named developer for the term of this ELA. c. Access and use any secure ESRI Web site resources made available to Licensee for Licensee's internal use, provided that Licensee follows ESRI's terms of use policy specified therein. All password or controlled access information provided by ESRI shall be treated as ESRI confidential information. 3.2 Consultant Access. Subject to 3.1, Licensee may provide access to the Enterprise Software to any consultant or contractor of Licensee, provided consultants and contractors use is for the sole benefit of Licensee while (1) working on -site at Licensee's facilities or (ii) remotely using /accessing Enterprise Software from Licensee's on -site computers or machines. Licensee shall be responsible for compliance by consultants or contractors with the terms and conditions of this ELA. Licensee shall require consultant or contractor to discontinue use of and access to Enterprise Software upon completion of work for Licensee. ARTICLE 4—SCOPE OF USE 4.1 Permitted Uses a. Licensee may install and store the Software, Data, and Documentation on electronic storage device(s). b. Licensee may make one (1) copy of the Software, Data, and Documentation for archival purposes. Licensee may make routine computer backups. c. Licensee may customize the Software using any (i) macro or scripting language, (ii) published application programming interface (API), or (iii) source or object code libraries, but only to the extent that such customization is described in the Documentation. d. Licensee may use, copy, or prepare derivative works of the Documentation supplied in digital format and thereafter reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. Portion(s) of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this ELA. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of ESRI and its licensor(s): "Portions of this document include intellectual property of ESRI and its licensor(s) and are used herein under license. Copyright O [Insert the actual copyright date(s) from the source materials) ESRI and its licensor(s). All rights reserved." 4.2 Uses Not Permitted a. Except as provided herein, Licensee shall not sell, rent, lease, sublicense, lend, assign, or time -share the Enterprise Software. Licensee shall not act as a service bureau or commercial application service provider (ASP) that allows third party access to the Enterprise Software. A commercial ASP means a Licensee who uses Enterprise Software for a Page 2 of 5 E214 12/08 site or service and operates the site or the service for a profit or generates revenue by charging for access to the site or service. b. Licensee shall not redistribute the Software to unauthorized third parties, in whole or in part, induding, but not limited to, extensions, components, or DLLs, without the prior written approval of ESRI. c. Licensee shall not reverse engineer, decompile, or disassemble the Enterprise Software, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. d. Except to the extent that applicable law prohibits this restriction, Licensee shall not make any attempt to circumvent the technological measure(s) that controls access to, or use of, the Enterprise Software. e. Licensee shall not redistribute the Software registration numberAicense authorization file(s), developer license file(s), or Web Services access codes to unauthorized third parties without the prior approval of ESRI. f. Licensee shall not use the Software or Web Services to transfer or exchange any material in where such transfer or exchange is prohibited by intellectual property laws or any other applicable laws. g. Licensee shall not remove or obscure any ESRI or its licensor(s) patent, copyright, trademark, or proprietary rights notices contained in or affixed to the Enterprise Software. h. Licensee shall not unbundle individual or component parts of the Software or Data for independent use. L Hard -copy Documentation may not be copied. j. Licensee shall not use, transfer, redistribute, or Deploy Enterprise Software outside of the United States. ARTICLE 5 —TERM AND TERMINATION AND EXPIRATION 5.1 Term. The term of the ELA shall be three (3) years from the Effective Date, unless this ELA is terminated earlier as provided herein. The term of all licenses and the authorized period of use for all Enterprise Software Deployed shall be concurrent with the term of this ELA. No indefinite or perpetual term license grants are provided with this ELA. 5.2 Termination for Lack of Funds. Either party may terminate this ELA for Lack of Funds. Lack of Funds is the inability of Licensee to secure appropriation of funds through the legislative or governing body's approval process for annual payments due. 5.3 Termination for a Material Breach. Either party may terminate this ELA for a material breach by the other party. The breaching party shall be given a period of ten (10) days from date of written notice to cure any material breach. 5.4 No Use Upon Expiration or Termination. Upon expiration or termination of this ELA, all Enterprise Software Deployed shall terminate. Licensee shall cease access and use of Web Services and clear Web Services client -side data cache and uninstall, remove, and destroy all Deployed Software, Data, and Documentation and any whole or partial copies, modifications, media, or merged portions in any form and execute and deliver evidence of such actions to ESRI. ELA Maintenance, Virtual Campus access, and User Conference Registrations shall also terminate. ARTICLE 6— LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties. Except as otherwise provided in this Article 6, ESRI warrants that (i) the unmodified Software will substantially conform to the published Documentation and (ii) the media upon which the Software, Data, and Documentation are provided will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of receipt. 6.2 Data and Web Services Disclaimer. The Data and Web Services may contain some nonconformities, defects, errors, or omissions. THE DATA AND WEB SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Without limiting the generality of the preceding sentence, ESRI and its licensor(s) do not warrant that the Data and Web Services will meet Licensee's needs or expectations, that the use of the Data and Web Services will be uninterrupted, or that all nonconfonnities can or will be corrected. ESRI and its licensor($) are not inviting reliance on this Data or Web Services, and Licensee should always verify actual Data or Web Services. 6.3 Special Disclaimer. SAMPLES AND HOT FIXES ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLES AND HOT FIXES. 6.4 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT (i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE WEB SERVICE. 6.5 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ESRI DOES NOT WARRANT AND DISCLAIMS THAT THE ENTERPRISE SOFTWARE WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT TOLERANT, FAIL -SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. SOFTWARE, DATA, WEB SERVICES, AND DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST. 6.6 Exclusive Remedy. Licensee's exclusive remedy and ESRI's entire liability for breach of the limited warranties set forth in this Article 6 shall be limited, at ESRI's sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a workaround for the Software subject to the ESRI Support Services Policy; or (iii) return of the license fees paid by Licensee for the Software or Documentation that does not meet ESRI's limited warranty, provided that Licensee uninstalls, removes, and destroys all copies of. the Software or Documentation and executes and delivers evidence of such actions to ESRI. ARTICLE 7— LIMITATION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS LICENSOR(S) SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS ELA OR USE OF THE ENTERPRISE SOFTWARE, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT ESRI OR ITS LICENSOR(S) Page 3 of 5 E214 12108 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8— INFRINGEMENT INDEMNITY, ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR ENTERPRISE SOFTWARE PURSUANT TO THIS ELA. 7.3 Applicability of Disclaimers and Limitations. The parties agree that ESRI has set its prices and entered into this ELA in reliance upon the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ARTICLE 8— INFRINGEMENT INDEMNITY 8.1 ESRI shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or expense, including reasonable attorneys' fees, which may be incurred by Licensee against any claims, actions, or demands by a third party alleging that the Software infringes a U.S. patent, copyright, or trademark provided a. Licensee promptly notifies ESRI in writing of the claim; b. Licensee provides documents clearly describing the allegations of infringement; c. ESRI has sole control of the defense of any actions and negotiations related to the defense or settlement of any claim; and d. Licensee cooperates fully in the defense of the claim. 8.2 If the Software is found to infringe a U.S. patent, copyright, or trademark, ESRI, at its own expense, may either (i) obtain rights for Licensee to continue using the Software or (ii) modify the allegedly infringing elements of the Software while maintaining substantially similar software functionality or data/informational content. If neither alternative is commercially reasonable, the infringing items shall be returned to ESRI, the license shall terminate, and Licensee shall uninstall the infringing items. ESRI's entire liability shall then be to indemnify Licensee pursuant to section 8.1 and to refund a portion of the fees paid by Licensee in the current fee payment period. The refund will be calculated for the time remaining for the fee payment period, starting from the notice date of infringement to the end of the fee payment period. 8.3 ESRI shall have no obligation to defend Licensee or to pay any resulting costs, damages, or attorneys' fees for any claims or demands alleging direct or contributory infringement of the Software by (i) the combination of or integration with a product, process, or system not supplied by ESRI; (ii) material alteration by anyone other than ESRI or contractors acting on behalf of ESRI; (iii) use after Licensee has been noted of possible infringement; or (iv) use after modifications are provided or a return is ordered by ESRI under section 8.2. 8.4 In no event shall the indemnification set forth in this Article 8 apply to any Samples or hot fixes delivered hereunder. THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI AND ITS DISTRIBUTOR WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9— GENERAL PROVISIONS 9.1 Future Versions. Updated or new Enterprise Software may require additional or revised terms and conditions. Terms and conditions subject to revision are limited to Article 1— Definitions, Article 4 —Scope of Use and Exhibit 1 —Scope of Use (E300), or any term as required by law. ESRI may provide notice of the revisions to Licensee in writing or by posting them on ESRI's Web site at www.esri.com/legal. The revisions shall be incorporated into this ELA upon use of the updated or new Enterprise Software. Should Licensee reject the revisions, then Licensee shall not install or use the revised, updated, or new Enterprise Software. 9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport, transfer, or release the Enterprise Software, in whole or in part, to (i) any U.S. embargoed country (or to national or resident of any U.S. embargoed country); (it) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of Denial Orders; or (iv) any person or entity to where such export, reexport, or provision violates any U.S. export control laws or regulations including, but not limited to, the terms of any export license or licensing provision and any amendments and supplemental additions to U.S. export laws as they may occur from time to time. 9.3 Taxes and Fees. Sales or use taxes for the fees quoted are as required by law. The tax amount may change depending on the time lapse between this quote and date of the invoice. ESRI will include applicable sales or use taxes on your invoice unless you provide proof with your order that your organization or use of the product is tax exempt. 9.4 No Implied Waivers. The failure of either party to enforce any provision of this ELA shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.5 Severability. The parties agree that if any provision of this ELA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate its obligations under this ELA without ESRI's prior written consent, and any attempt to do so without consent shall be void. This ELA shall be binding upon the respective successors and assigns of the parties to this ELA. 9.7 Survlval of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this ELA shall survive the expiration or termination of this ELA. 9.8 Equitable Relief. The parties agree that any breach of this ELA may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, a party shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction. 9.9 Governing Law. This ELA shall be governed by and construed in accordance with the laws of the state in which Licensee is located without reference to conflict of laws principles, except that U.S. federal law shall goverri in matters of intellectual property. ARTICLE 1O—ELA MAINTENANCE ELA Maintenance for Software provided under this ELA is included with the ELA Fee. ELA Maintenance includes standard Page 4 of 5 E214 12108 maintenance benefits specified in the most current applicable ESRI U.S. Software Maintenance Program document (found at www.esd.com legal) as modified by this Article 10—ELA Maintenance. ELA Maintenance does not include Technical Support for Web Services. a. Tier 1 Support Provided by Licensee (1) Licensee shall provide Tier 1 Support through the Tier 1 Help Desk to all Licensee's authorized users. (2) The Tier 1 Help Desk shall use analysts fully trained in the Software they are supporting. (3) At a minimum, Tier 1 Support shall include those activities that assist Licensee in resolving how -to and operational questions as well as questions on installation and troubleshooting procedures. (4) Tier 1 Support analysts shall be the initial points of contact for all questions and Incidents. Tier 1 Support analysts shall obtain a full description of each reported Incident and the system configuration from Licensee. This may include obtaining any customizations, code samples, or Data involved, if applicable, to the Incident. Analysts shall also use any other information and databases they may develop to satisfactorily resolve Incidents. (5) If the Tier 1 Help Desk cannot resolve the Incident, an authorized Tier 1 Help Desk individual may contact ESRI Technical Support. The Tier 1 Help Desk shall provide support in such a way as to minimize repeat calls and make solutions to problems available to Licensee. (6) Tier 1 Help Desk individuals identified by Licensee are the only individuals authorized to contact ESRI directly for Tier Support. Licensee may revise named individuals by written notice. b. Tier 2 Support Provided by ESRI (1) ESRI shall log calls received from the Tier 1 Help Desk individuals. (2) ESRI shall attempt to resolve the Incident by assisting the Tier 1 Help Desk individuals. (3) When the Incident is resolved, ESRI shall communicate the information to the Tier 1 Help Desk individuals, and the Tier 1 Help Desk shall disseminate the resolution to Licensee. ESRI may, at ESRI's sole discretion, make patches, hot fixes, or updates available for downloading from ESRI's Web site or deliver them on media. ARTICLE 11— ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT 11.1 Purchase Orders, Delivery, and Deployment a. Licensee shall issue a Purchase Order upon execution of the ELA and annually thereafter in accordance with the payment schedule. Payment shall be due and payable within thirty (30) days of the anniversary date of the Effective Date, with the initial payment due within thirty (30) days of execution of the ELA. b. Upon receipt of the initial Purchase Order from Licensee, ESRI shall deliver two (2) sets of media containing the Software, Data, and Documentation to Licensee for Deployment activities. ESRI shall ship the media to the ship -to address identified on the Purchase Order, FOB Destination, with shipping charges prepaid. Licensee may purchase additional media sets at the prices in effect at the time of purchase. c. ESRI shall provide Licensee with up to ten (10) hardware keys. Additional hardware keys may be ordered at the prices in effect at the time of purchase. d. ESRI shall provide registration numbers or keyoodes, as applicable, to activate the nondestructive copy protection program that enables the Software to operate. e. Licensee shall Deploy, install, configure, and track installation of the Software and Data. 11.2 Purchase Order Requirements a. All orders pertaining to this ELA shall be processed through Licensee's centralized point of contact. b. The following information shall be included in each Purchase Order: (1) Licensee name, ESRI customer number, if known, and bill -to and ship -to addresses (2) Purchase Order number (3) Applicable annual payment due (4) On the face page of its Purchase Order (or ordering document), Licensee shall insert: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY ELA, AND ANY DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS IN OR WITH THIS PURCHASE ORDER SHALL NOT APPLY." ARTICLE 12— ENDORSEMENT AND PUBLICITY This ELA shall not be construed or interpreted as an exclusive dealings agreement or an endorsement of ESRI by Licensee. Licensee agrees that upon execution of the ELA, ESRI may publicize the existence of this ELA with Licensee. ARTICLE 13— ADMINISTRATIVE REQUIREMENTS 13.1 OEM Licenses. If Licensee obtains Software, Data, Web Services, or any component thereof as part of an original equipment manufacturer (OEM) software program or product developed and licensed by an OEM business partner of ESRI, Licensee shall not be entitled to or seek any discount from the OEM business partner or ESRI, directly or indirectly, as a result of or based on the availability of such Software, Data, or Web Services, as Enterprise Software under this ELA. In addition, such Software, Data, Web Services, or any component thereof included in the OEM software program or product will be licensed through the license agreement provided by the OEM business partner and not through this ELA. 13.2 Product Obsolescence. During the term of this ELA, some Enterprise Software items may become obsolete, may no longer be commercially offered, or may no longer be available for unlimited quantity Deployment. Licensee may continue to use such Enterprise Software that has been Deployed for the term of the ELA, but updates for such obsolete Enterprise Software may not be available. ESRI's Product Life Cycle Support Policy, available at http: // support.esri.mmriindex.cfm ?fa= knowledgebase .productLifeCycles.gateway, defines the support phases and overall support plans. ELA Maintenance shall be subject to the Product Life Cycle Support Status, which can be found at http: // support. esd .comrindex.cfm ?fa= software.gateway by selecting the product type, then clicking the Product Life Cycle link for specific product plans. 13.3 Renewal. Upon expiration of this ELA, the parties will evaluate Licensee's requirements. Any follow -on ELA will be offered in accordance with license terms and condition and pricing then in effect and based upon Licensee's then current population count. Page 5 of 5 E214 12108 SEXHIBIT I t♦ • SCOPE OF USE i (E300 7/098) ESRI, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909 - 793 -2853 • FAX 909 - 793 -5953 The scope of use for the ESRI Software, Data, Web Services, and Documentation identified below is described in the applicable footnotes identified in parentheses. Desktop GIS • ArcReader(20 and 25) • ArcView (1 or 2 and 25 and 44) • ArcEditor (I or 2 and 25, 26, and 44) • Arclnfo (2, 25, 26, and 44) • ArcGIS Desktop Extensions (7) • ArcView 3.x and Extensions (1, 7, and 17) Server GIS • ArcGIS Server and Extensions - Workgroup (either 3 or 5 and 8, 9, 25, 28, 29, 30, 32, 38, 39, 40, and 45) - Enterprise (either 3, 4, or 5 and 8, 9, 25, 27, 31, 38, 39, 40, and 45) - ArcGIS Server Geoportal Extension (either 4 or 5 and 7, 47, and 52) • ArcIMS - ATOMS and Extensions (either 3, 4, or 5 and 8, 10, and 31) - ArcIMS ArcMap Server (either 3, 4, or 5 and 31) • Tracking Server (either 4 or 5 and 31) • ArcGIS Server Image Extension (either 3, 4, or 5 and 8, 31, and 42) - ArcGIS Server Image Extension Service Editor (1) • RouteMAP IMS (either 3, 4, or 5 and 8, 25, and 3l) • ArcGIS Business Analyst Server (5, 8, 9, 21, 25, 28, 31, 39, 40, 45, and 48) Mobile GIS • ArcPad (I, 12, 13, and 25) ArcPad Application Builder (1 and 25) • ArcGIS Mobile Deployments (l, 15, 16, and 25) Developer CIS • ESRI Developer Network (EDN) Software, Web Services, and Data (6, 7, 24, 25, 26, 33, 34, 35, and 36) • ArcGIS Engine Developer Kit and Extensions (1 and 14, 15, 22, 25, 26, and 43) • ArcGIS Engine Runtime and Extensions (1, 15, 22, 25, and 26) • MapObjects- Windows Edition (1, 14, 15, 16, and 18) • MapObjects -Java Edition (1, 5, 8, 15, 18, and 19) • MapObjects LT (1, 14, and 16) • NetEngine (1, 5, and 15) • NetEngine Internet (5) • ArcGIS Business Analyst Server Developer (6, 25, 33, 35, and 51) GIS Viewers and Connectors • Mapit (11, 25, 31, 33, 35, 49, and 50) • ArcExplorer -Java and Windows Editions (20 and 25) • ArcGIS Explorer (20 and 25) • ArcGIS for AutoCAD (l, 20, and 25) • Geoportal Clients for ArcGIS (7, 20, and 52) Business GIS • ArcGIS Business Analyst (1 or 2 and 25, 45, and 48) • BusinessMAP (I and 25) • Arc Logistics (either I or 2 and 25) • Arc Logistics Server (5, 8, 9, 21, 25, 28, 39, 40, and 45) • ArcLogistics Navigator (1, 25, and 46) • ArcLogisdcs Navigator Deployments (l, 15, and 16) Cartographic Production • Maplex(1) • Production Line Tool Set (PLTS) for ArcGIS, GIS Data Reviewer, Map Production System - Atlas, Job Tracking for ArcGIS (JTX) (either 1 or 2), Job Tracking for ArcGIS Server (either 4 or 5 and 7) Web Services • ArcGIS Online (6, 25, 33, 34, and 35) Data • ESRI Data and Maps (either I or 5 and 23 and 37) • ESRI Data (either 1, 2, or 5 and 25 and 48) - Demographic, Consumer Spending, Market Potential, Retail MarketPlace, Business, Traffic, Shopping Center, Cable Boundaries, Banking, and Crime • Tapestry Segmentation (either 1, 2, or 5 and 21 and 48) • Address Coder (either 1, 2, or 5 and 21, 22, 25, and 48) • Sourcebook•America (1 and 21) • ArcGIS Data Appliance (6, 23, 25, and 41) • StreetMap Premium (either 1, 2, 4, or 5 and 6, 23, and 25) Page 1 of 4 E300 7/098 I . "Single Use License." Licensee may permit a single authorized end user to install and use the Software, Data, and Documentation on a single computer for use by that end user on the computer on which the Software is installed. Remote access is not permitted. Licensee may permit the single authorized end user to make a second copy for end user's exclusive use on a portable computer as long as only one (1) copy of the Software, Data, and Documentation is in use at any one (1) time. 2. "Concurrent Use License." Licensee may install and use the Software, Data, and Documentation on computer(s) on a network, but the number of simultaneous users may not exceed the number of licenses acquired. 3. "Development Server License." Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation. 4. "Staging Server License." In addition to the Development Server License rights, Licensee may use and install the Software for the following purposes: user acceptance testing, performance testing, load testing of other third -party software, staging new commercial data updates, and training activities. 5. "Deployment Server License." In addition to the Staging Server License rights, Licensee may install and use the Software or Data to provide services to multiple users on the same or other computer(s). 6. Provided only as a Term License. 7. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs. 8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization. 9. User - developed ArcGIS Server administration tools may be copied throughout Licensee's organization, but the ArcCatalog application (found in ArcGIS Desktop) may not be copied. 10. The Arc[MS license includes the right to deploy MapObjects— Windows Edition applications on the Internet or intranet. Licensee shall not develop client/server solutions with the ArcIMS Java Archive (JAR) files without a license for the MapObjects —Java Edition Developer Kit. 11. The Software is licensed per server. The licensed server is the server on which the Spatial Data Service is installed. Licensee may install and use the Software to provide services to multiple users on the same or other computer(s). 12. ArcPad SOFTWARE IS NOT LICENSED FOR NAVIGATIONAL USE. 13. "Dual Use License" means the Software may be installed on a desktop computer and used simultaneously with either a personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a single individual at any one (1) time. 14. Developers must include the following attribution with any deployed MapObjects application: "Portions of this computer program are owned by LizardTech, Inc., and are Copyright © 1995 -2002 LizardTech, Inc., and/or the University of California. All tights reserved. U.S. Patent No. 5,710,835." 15. Deployment licenses for desktop or Internet application(s) may be subject to payment of additional license fees. 16. Licensee may deliver applications to its sublicensee(s) provided Licensee uses a written sublicense agreement that protects ESRI's rights in its Software, Data, Web Services, and Documentation to the same extent as the ESRI License Agreement including, but not limited to, the following terms: a. Sublicensee may not reverse engineer, decompile, or disassemble the ESRI Software, Data, Web Services, or Documentation, except to the extent permitted by applicable law; copy for commercial use; transfer; or assign its rights under the license grant; b. Sublicensee may not use any ESRI Software, Data, Web Services, or Documentation, in whole or in part, separate from Licensee's executable application; and c. Third -party dependent or required components are redistributable subject to permission from the owner or author. 17. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was acquired and subject to the Crystal Reports License Agreement available on the media. Licensee may not use a software program or system to cache or queue report requests. 18. The deployment license is per application per computer. 19. The MapObjects —Java Edition contains Java Archive files, which indicate they are authentic ESRI - certificated files when used over the Internet. Licensee shall not use ESRI certification or reference ESRI as a source of trusted content in any modified MapObjects Java Archive files. Licensee may deploy the unmodified Java class ESRI certified libraries as an integral part of the Licensee's application(s). 20. Licensee may reproduce and deploy the Software provided all the following occur: (a) The Software is reproduced and deployed in its entirety; (b) a license agreement accompanies each copy of the Software that protects the Software to the same extent as the ESRI License Agreement, and the recipient agrees to be bound by the terms and conditions of the license agreement; (c) all copyright and trademark attributions/notices are reproduced; and (d) there is no charge or fee attributable to the use of the Software. Page 2 of 4 E300 7/09B 21. Licensee shall not withhold any substantial right (e.g., extension of credit) from any individual based solely on the individual's place of residence, as profiled in the Tapestry Segmentation system. 22. (a) ArcGIS Engine Runtime licenses shall not be used for Internet and Server development and deployment. (b) An end user must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software (ArcView, ArcEditor, or Arc[nfo) to obtain the right to run an ArcGIS Engine application on one (1) computer. (c) The ArcGIS Engine Runtime extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine applications. A single user can have multiple applications installed on one (1) computer for use only by that end user. 23. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at htti)://www.esti.co in the Help system, or in supporting metadata files, subject to the specific attribution descriptions and requirements for the dataset accessed. 24. EDN Software, Web Services, and Data may only be used by one (1) named developer per subscription solely for the purposes of research, development, testing, and demonstration of a prototype application. EDN Software and Data may be installed on multiple computers for use by any named EDN developer. 25. Use of included third -party owned data shall be subject to the Use of Data Restrictions found at htip: / /www.esri.com/ legal/ for the specific Data accessed. The Use of Data Restrictions may be modified by ESRI from time to time. If a modification is unacceptable to Licensee, Licensee may cancel a subscription upon written notice to ESRI, or discontinue use of the Data or Web Services, as applicable. If Licensee continues to use the Data or Web Services, Licensee will be deemed to have accepted the modification. 26. An ArcSDE Personal Edition geodatabase is restricted to four (4) gigabytes of Licensee data. 27. ArcGIS Server Web ADF Runtime Software may not be deployed independently of Licensee's ArcGIS Server Enterprise configuration. 28. Limited to ten (10) concurrent end users of non ArcGIS Server applications. This restriction includes use of ArcGIS Desktop products, ArcGIS Engine products, and third -party applications that connect directly to any ArcG[S Server geodatabase. There are no limitations on the number of connections from Web applications. 29. Can only be used with SQL Server 2005/2008 Express. 30. Restricted to a maximum total of four (4) gigabytes of Licensee data. 31. Redundant Software installation(s) for failover operations may be implemented during the period the primary site is nonoperational. The redundant Software installation(s) shall remain dormant, except for system maintenance and updating of databases, while the primary site or any other redundant site is operational. 32. No redundant Software installation is permitted. 33. ArcGIS Online may only be utilized in conjunction with ArcGIS Desktop, ArcGIS Server (including the Web ADF), ArcGIS Mobile, ArcGIS Explorer, ArcGIS Business Analyst Server Developer, and ESRI Maplt Software, and the ArcGIS APIs (including JavaScript' ", Adobe® Flex®, and Microsoft® Silverlight/WPFr'). Licensee's access and use of ArcGIS Online Standard Services shall be subject to Licensee's consent to the teens and conditions of ESRI Web Site Terms of Use Agreement (G -577) found at httn: / /www.esTi.comAegal /. ArcGIS Desktop Licensees that are current on maintenance may access and use Microsoft® Bing Maps' subject to Licensee's consent to the terms and conditions of Bing Maps for ArcGIS Desktop Users Services Agreement (G -600) found at htti)://www.esri.corriAegal/. 34. Licensee's organization is limited to the number of specified credits, transactions, geography, or number of users as described in the online product description. 35. Licensed end users shall not share the client -side data cache derived from ArcGIS Online with other licensed end users or third parties. 36. Licensee may not download or store resulting data or information except for results derived from using ArcWeb Services Address Manager. 37. Data provided with StreetMap USA may be used for mapping, geocoding, and routing purposes but is not licensed for dynamic routing purposes. For instance, StreetMap USA may not be used to alert a user about upcoming maneuvers (such as warning of an upcoming turn) or calculating an alternate route if a turn is missed. 38. The ArcGIS Server 3D extension included with ArcGIS Server Standard and Advanced (Workgroup or Enterprise) may only be used for generating globe data cache(s) or publishing a globe document as an ArcGIS Globe Service. No other use of the ArcGIS Server 3D extension Software is permitted with ArcGIS Server Standard. The ArcGIS Server 3D extension can be used with ArcGIS Server Advanced if the additional license fees for the 3D extension have been paid. 39. Any editing functionality included with ArcGIS Server is not permitted for use with ArcGIS Server Basic (Workgroup or Enterprise). 40. Geospatial Enterprise JavaBeans (EJB) provided with ArcGIS Server (Workgroup or Enterprise) are permitted for use only with ArcGIS Server Advanced. 41. Licensee may only use Data from a single state with the Single State version of ArcGIS Data Appliance. This restriction applies to a large -scale (i.e., scale levels below 1:100,000) street map, transportation layer, boundaries and places layer, and one (1) -meter or better resolution imagery included in the USA Collection. This restriction does not apply to the Page 3 of 4 E300 7/098 small -scale (i.e., scale levels above 1:100,000) maps provided in the World Collection, which are intended for display at global and regional scales. 42. Licensee has the right to one (1) desktop deployment of the ArcGIS Server Image extension Service Editor for every four (4) cores of ArcGIS Server Image extension that is licensed. Additional Service Editor desktop deployments can be licensed for an additional fee. 43. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the Engine Runtime Software. 44. For any operating system environment in which Licensee runs instances of the Concurrent Use license management software, Licensee may run up to the same number of passive £allover instances of the Concurrent Use license management software in a separate operating system environment for temporary failover support. 45. Data licensed with ArcGIS Business Analyst and ArcGIS Business Analyst Server are restricted to use with the respective Business Analyst extension and are not for general use with ArcGIS Desktop or ArcGIS Server Software. 46. Licensee should not follow any route suggestions that appear to be hazardous, unsafe, or illegal. Licensee assumes all risk of using this navigation Software. 47. Licensee may only use the Software in conjunction with a minimum of ArcGIS Server Standard Enterprise. 48. Licensee may include reports and maps created from the Software or Data in hard -copy or read -only formats for presentation packages or marketing studies for subsidiaries and customers. The value of the ESRI reports and maps must be less than twenty percent (20 %) of Licensee's total value of the presentation package or marketing study. Full, complete, stand -alone reports or maps created from the Software or Data and not part of a presentation package or marketing study cannot be resold, sublicensed, or otherwise transferred without prior, written permission of ESRI. Licensee's third -party customer may only receive reports and maps generated by Licensee and may only use the maps and reports received from Licensee for internal purposes. In no case shall Licensee redistribute the Data in digital formats. 49. ESRI Maplt Silverlight Web or WPF applications may not be deployed independent of Licensee's Maplt deployment configuration. 50. Licensee has the right to one (1) desktop deployment of the Spatial Data Assistant for each ESRI Maplt Server License. 51. ArcGIS Business Analyst Server Developer and Data may only be installed on one (1) server per license solely for the purposes of research, development, testing, and demonstration of a prototype application. 52. Source code is the intellectual property of ESRL Licensee's access to and use of any source code file identified as "Software" in a README file or at htto: / /www.esri.comAeeal/ should be treated as a trade secret for Licensee's own internal use only and not for further redistribution or access by unlicensed third parties. Licensee shall not modify the Software, Documentation, Data, or source code to incorporate, embed, link, or otherwise include any code, libraries, or data licensed or distributed under an open source licensing or distribution models similar to Free Software Foundation's GNU's General Public License (GPL) or GPL- compliant licenses, including, without limitation, the Artistic License (e.g., Perl), the Mozilla Public License, the Netscape Public License, and the Sun Community or Industry Standards License, that could require a user to make its proprietary source code available to a requesting third party. Page 4 of 4 E300 7/098