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Am** �. 2. Software License. 2.1 License Grant. Subject to the terms and conditions of this Agreement, E Team hereby grants to Licensee, solely for Licensee's own internal business purposes, a non-exclusive, nontransferable, non-assignable license, without the right to grant sublicenses,to use the object code of the Software. The license granted in this Section 2.1, Software shall also include modifications to the Software that E Team may make pursuant to Services that Licensee purchases from E Team. 2.2 Use Restrictions. Licensee shall not,and shall not permit others to: (a) install the Software on any server or at any site other than those designated by Licensee to E Team; (b) exceed the number of permitted users of the Software(if any)set forth in the Order Form; (c) use the Software in a service bureau or time-sharing arrangement; (d) distribute, rent, lease, assign or transfer the Software to any third party, without E Team's prior written consent; (e) use the Software to create an informational database to be accessed by persons other than Licensee's designated users;or (f) modify, customize,reverse engineer,reverse assemble or reverse compile the Software or any part thereof. 2.3 Copies. Licensee shall not copy the Software. Notwithstanding the foregoing,Licensee may make a single copy of the Software only as needed for reasonable ordinary backup or disaster recovery procedures. All copies shall be subject to the terms and conditions of this Agreement and applicable copyright law, and all proprietary rights notices contained on the original Software shall be reproduced on or in any copies. 2.4 Ownership. Licensee acknowledges and agrees that it is acquiring only the right to use the Software licensed under this Agreement. E Team shall retain ownership of the Software, all modifications to the Software (including derivative works based on the Software), and changes to the Software made by E Team pursuant to Section 5, and all of the intellectual property rights in and to all of the foregoing. In no event shall title to all or any part of the Software pass to Licensee. Licensee agrees that, as between the parties, the Software and all copies (in whole or part) shall remain the exclusive property of E Team and may not be copied or used except as expressly authorized by this Agreement. Any rights not expressly granted to the Licensee under this Agreement are retained by E Team. 2.5 Third-Party Software. Licensee shall not use any third-party software embedded in the Software on a stand-alone basis or in any way other than as embedded in the Software. 3. Maintenance, Support,and Upgrades. 3.1 Support Services. Subject to Licensee's prompt payment of the annual Maintenance Fee in Section 3.2, E Team shall provide Licensee with the following support services for the Software, in accordance with E Team's then-current support practices: (i)telephone support; and (ii)upgrades to the Software when and if E Team makes such upgrades available at no cost (collectively the "Support"). Support shall not include installation of upgrades, problems not attributable to the Software, or problems arising from Licensee's actions to cause an error in the Software, which shall be billed at E Team's then current prices. Telephone support services shall be available Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m.,Pacific Time, excluding federal holidays, and E Team will use best efforts to respond to Licensee's request for such telephone support services within 24 hours of the request. Additional telephone support services may be provided to Licensee for additional Fees to be specified Livermore Pleasanton Fire Department Contract 07-12-02 2