R94-131 ACCEPTING THE PROPOSAL AND AUTHORIZING A CONTRACT

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EXHIBIT "C" SOFTWARE LICENCE AGREEMENT Agreement Number: 5-187-01-01 This Licence Agreement, made and entered into by and, BETWEEN: CITY OF DECATUR One Gary K. Anderson Plaza Decatur, Iilinois 62523-1196 - Hereinafter called 'CLIENT' - and - PAVEMENT MANAGEMENT SYSTEMS LIMITED 415 Lawrence Bell Drive Amherst, New York 14221 Hereinafter called 'PMS' IN CONSIDERATION OF the mutual covenants contained herein, the parties hereto agree as follows: TERMS AND CONDITIONS 1. SCOPE This Licence Agreement (f�ereinafter referred to as 'AGREEMENT') shall apply to the rental, lease and/or licence of the proprietary computer software product(s) specified in Paragraph 1 herein. For purposes of this Agreement, the term 'PRODUCT' shall mean that specific proprietary computer software product (including programs, documentation and any subsequent updates) specified as follows: ; Super PMS Software Rehabilitation Module 2. UCENCE II PMS hereby grants to, and the CUENT hereby accepts, subject to the terms and conditions specified I herein, a nontransferable and nonexclusive licence to use the PRODUCT only in the CLIENT business, and on CLIENT operated computing equipment. The PRODUCT shall be used by the CLIENT only at the following location: One Gary K. Anderson Plaza, Decatur, lllinois 62523-1996 The CLIENT assumes full responsibility for the condition and effectiveness of the operating environment in which the PRODUCT is to function. The CLIENT shall use the PRODUCT for internal purposes only. The CLIENT shall not copy or duplicate the PRODUCT without the prior written consent of PMS, except ihat the CLIENT may copy the PRODUCT once, only to ensure adequate back-up in support of the CLIENT'S use of the PRODUCT. The CLIENT shall not provide, transfer, assign or otherwise make available the PRODUCT or any part or copies in any form to any third party, except as may be permitted in writing by PMS.