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SOFTWAftE LICENSE AGREEMENT <br /> THIS SOFTWARE LICENSE AGREEMENT is entered into as of 17th day of <br /> March, 2015 (the "Effective Date"), between Human Capital Development, LLC, an <br /> Illinois Limited Liability Company ("Company"), and City of Decatur, Illinois <br /> ("Licensee"), in consideration of the mutual covenants and promises contained in <br /> this Agreement and incorporated by reference, the parties agree as follows� <br /> 11.DEFIIVITIONS <br /> "Agreement" means this Software License Agreement and the related <br /> Statement(s) of Work (as defined below), unless the context requires otherwise. <br /> "Confidential Information" means any and all trade secrets, proprietary or <br /> confidential information, in whatever form, that are owned by a party and/or <br /> reasonably considered by it to be confidential, that a party has disclosed to the other <br /> party prior to the Effective Date, or that a party may disclose to the other party on <br /> or after the Effective Date. Confidential Information includes, without limitation, <br /> the object and source code to the Software, as defined below. Notwithstanding the <br /> foregoing, the following will not constitute Confidential Information for purpose of <br /> this Agreement� (a) information which was already in the receiving party's <br /> possession as a matter of record prior to the Effective Date and not disclosed to the <br /> receiving party by the other party to this Agreement; (b) information that is <br /> independently developed by the receiving party as a matter of record; (c) information <br /> that is obtained from a third party who, insofar as is known to the receiving party, is <br /> not prohibited from transmitting the information to receiving party by a contractual, <br /> or fiduciary obligation to the disclosing party; and (d) information which is or which <br /> becomes generally available to the public other than as a result of disclosure by or <br /> through the receiving party. <br /> "Deliverable(s)" means any software code or other work product developed by <br /> Company in connection with the Professional Services and provided to Licensee <br /> pursuant to the requirements of the Agreement. <br /> "Derivative Work" has the meaning as defined in the Copyright Act, 17 <br /> U.S.C. § (2000). <br /> "Documentation" means the standard user manual or other documentation or <br /> explanatory material related to the Software, as described in the Statement of Work <br /> 1 <br />