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HomeMy WebLinkAbout02702 - TYMLABS CORP COMPUTER SOFTWARE Cindy;Berardi From: James R. Smith Sent: Wednesday, September 29, 2010 8:32 AM To: Cindy Berardi Subject: RE:A2702 Tymlabs Corp. Hello Cindy, This is not in use any longer. James From: Cindy Berardi Sent: Wednesday, September 29, 2010 8:21 AM To: James R. Smith Subject: A2702 Tymlabs Corp. Can the attached contract be closed out? It's an oldie! << File: A2702 Tymlabs Corp..pdf» (_inJ9 t5rr.arJi Dc putt'City Clerk Office o(-the.City C_lc:ric City of Palm Springs P. O. Box 2743 Palm Springs, CA 92262 (760) 322-8355 Cindy.Berard i(a)palmspringsca.gov Please note the office hours for City Hall are Monday-Thursday 8am-6pm, and we are closed on Fridays. Please consider the environment prior to printing this e-mail. Thank you! ICENSE FOR 4� ADDITIONAL CPU LADD 04 ADDENDUM TO SOFTWARE LICENSE AGREEMENT LADD 19 Jun 89 201523 Effective Date Software License Agreement Number Beginning on the above date (''EFFECTIVE DATE''), and subject to the terms and conditions of the Software License Agreement identified above between the parties,TYMLABS CORPORATION, 811 Barton Springs Road, Austin, Texas 78704, U.S.A., ("TYMLABS"), by its acceptance of this Addendum does hereby grant to r City of Palm Springs Tymlabs Corp - Software Lic Data Processing On-Line Backup 3200 Tahquitz AGREEMENT 2702 Pahn Springs, CA 92262 R16734, 4-19-89 L — - - J-- ("LICENSEE"), a non-exclusive, non transferable limited license to use, on the single HP 3000 CPU identified below, the software products listed below ("PRODUCTS") which are owned by the companies indicated ("OWNERS") }A(} ;�� HP 3000 � 13`. N� 28' Ae04� )WA-� 01113 /e HP 3000 CPU Series Serial No. Palm Springs;City of, Data Processing Address 3200 Tahquitz, Palm Springs, CA 92262 Ken Nelson 619/323-8234 Contact Phone Products Software Product License Fee Product Owner BackPack/XL $ 4,800.00 Tymlabs Corporation,Austin,TX,USA Acceptance Acceptance by Licensee Acceptance by Tymlabs Palm Springs;Cit'y of TSMLA CORPORATION Firm Firm Signed i�lln&, ;C%,��l�G".:�Gc.�_._/l Signed Name DALLAS J. FLICEK Tom' L. Norman Name Title Assistant City Manager er TitleVice President, Marketing Date October 20, 1989 Date 'NOV 0 j 1989 y� �PA 11W,Efi AgTO ffLOlodlvq Tymlabs Corperat on / i� 017458-002 860024-02 811 Barton Spnnns Austin, Texas 78704 ,5 Rif AtiGl'1n A 572 478 067 I ' y� ,I i pr, Telex 755 820 r.� VC- I - �,=�-" r = •= Fax 512 4 79 07 le OFTWARE b INCENSE AGREEMENT LSTD 04 LSTD SOFTWARE LICENSE AGREEMENT 19 Jun 89 201523 Effective Date Software License Agreement Number Beginning on the above date ("EFFECTIVE DATE") and subject to the terms and conditions set forth herein, TYMLABS CORPORATION, 811 Barton Springs Road, Austin, Texas 78704, U.S.A., ("TYMLABS"), by its acceptance hereof, does hereby grant to. F City of Palm Springs Data Processing 3200 Tahquitz Palm Springs, CA. 92262 L J ("LICENSEE"), a non-exclusive, non transferable limited license to use, on the single HP 3000 CPU identified below, the software products listed below ("PRODUCTS'') which are owned by the companies indicated ("OWNERS"). HP 3000 925 2836AO0495 UP 3000 CPU Series Serial No. Palm Springs;City of, Data Processing Address 3200 Tahquitz, Palm Springs, CA 92262 Ken Nelson 619/323-8234 Contact Phone Products Software Product License Fee Product Owner BackPack/XL $ 4,000.00 Tymlabs Corporation,Austin,TX,USA Acceptance Acceptance by Licensee Acceptance by Tymlabs Palm Springs;City of 7 CORPORATION Firm Firm L/ Signed !�������w��x!-.�'�<c%� Signed Name DALLAS J. FLICEK Name Teresa L. Norman Assistant City Manager Vice President, Marketing Title Title Date October 20, 1989 Date 6NOU d 21959 A,D ROVER AS U FGWA, t ifl 017458-001 860024-01 Tymlabs Corporet x4�'�'" r ru 811 Barton Spn r Al10 Austn, Texas 72i '+ d I116 _ 512 478 0611 Telex 755 820 Fax 512,470,0735 >r*iVVARE LICENSE AGREEMENT TERMS AND CONDITIONS 1 LICENSE sent of TYMI ASS LICENSEF shall ensure That his agents and employoes are aware of Furl By its acceptance hereof,TYMLABS grants to LICENSEE a non-exclusive,non-I ransforabld take all reasonuhle steps to maintain, the proprietary and ron[iderrhol mute of the Iimiled license to use me PRODUCTS for a penod of twenty one(21) years commencing PRODUCTS on the EFFECTIVE DATE LICENSEE shall net copy the PRODUCTS except lot atchmal purposes and shall nor use 2 PAYMENT the PRODUCTS on any unlicensed CPU, except for eiroi venhcation purposes or while n licensed CPU is inoperative LICENSEE shall pay to TYMLABS the License Feels)tried on the first page hereof within thirty(30)days following celivdry or the PRODUCTS to LICENSEE and I..ICENSEB snall 8 MODIFICATIONS BY LICENSEE pay all Import drdies,use[axis sales taxes,value added faxes,preoerly taxes,and excise Additions or modifications made by the LICENSEE to the PRODUC f S snail not c[eofe any taxes Icvfed on the licensing, shipping, or use or the PRODUCTS owner,hip rights of any land to Inct PRODUCTS,and shall riot relieve the LICENSEF of Its 3 LOCATION OF USE obligation to protect the confidentiality of the PRODUCTS TYMLABS shall nil be Icsp ins- bfe for the proper operation of the PRODUCTS after LICENSEE ha;mndc Illy hnaulher The PRODUCTS are to be used by, for,or on behalf of LICENSEE on[tie,single HP 3000 rzed auditions or modificahons thereto CPU identified on the first page hereof Upon wntlen consent of TYMLABS 9 INDEMNITY,which shall not be unreasonably esithhefd, LICENSEE may purchase licenses for use of the PRODUCTS on additional HE 3000 CPUs operated TYMLABSshall uoemnity L ICENSEE agains+craims that the PRODUC rS infringe upon not, by LICENSEE LICENSEE agrees to pay to TYMLABS,within Ihirly(30)days from[lie dale voila patentor copyright In limitation of the foregoing TYMLABS shall have ao Iiahidty unless of rnvisce the License Pee(s)for the PRODUCTS as specified on TYMLABS then t-Unent LICENSEE shall notrly TYMLABS, m writing, of env suoh clan, within five(a) days after Once list far each such CPU LICENSEE'S use of the PRODUCTS do all additional CPUs LICENSEE shall have received notice thereof TYMLABS shall nests the right,at its expenso, shall be governed by Ills tome and conditions of Inis Acirecmoul to control the defense of any such claim and till related noyur ahons and LICENSEE shall not sdufe any such clax^;vino n the p,en^lift,n conceal of TYMLABS TYMLABS shall savu Upon written consent of TYMLABS, which shall not be umpasouably wthneld uCFNSEE true right OF its expenso to moniiv or repfare tlm PRODUCTS'ef lamp i ebfp opomtion sin may move the PRODUCTS to anollier software call FIP 3000 CPU, provided Thal as Or cure any actual or probable patent or coleughl utnnnernrm LICENSEE shall not allow the PRODUCTS to be used thereafter on the original CPU If any License Fee for use or the PRODUCTS on the new CPU as specified on TYMLABS Ikon 10 ESCROW shutout Pneo List, exceeds the then current License. Fee for the anginal CPU, LICENSEE TYMLABS snail deposit machine-readable source code For the current and luturo ssnarlard shall pay the ddForence to TYMLABS within thirty(30)days from date o;invoice releases of Ito PRODUCTS with Tnnolhy J Herman,Fscnr Agent,522 First Federal Plaza 4 TITLE TO SOFTWARE Austin,Texas7870 i,U S A leta period of ten(10)years Irpnl II'ie dais of acceptance nereof by TYMLABS In the evonl that TYMLABS becomes insolvent ceases In do business,nralwa LICENSEE aclmowledges that the PRODUCTS including all standard releases thereof,and an assignment for the benefit or creditors,or s Fdjudged bankrupt and on going suopdu any related patents,hadernarks,or copyrights are and shelf remain Ilia exclusive properly for the PRODUCTS Is not continued by s receiver Trustee,assignee,or OWNERS LICENSEE of the OWNERS,and LICENSEE shall have no right rule or interest to the PRODUCTS ex- shall have Ine right to copy the source code for purposes of continuing to use the PHO6 cast as expressly set forth herein UCTS without intern LhNIOu provided that LICENSEE chair nor disclose arty portion of Ihr 5 WARRANTY source code to any Ihvd party TYMLABS warrantsmath hasbeen granted complofeauthonfy to emonnto firs Agfecmenl 11 NON-ASSIGNMENT by fhe OWNERS LICENSEF shall not assign orsub-lease any right or interest 10 the PRODUC rS or Illy error Provided LICENSEE has made no unzutinci addironsdr Proddicasonslo fhe PRODUCIS, fight or mlercal under this Agreemonl without Its prior wnllpn concern of ryfnlahs TYM LABS warrants lha[for a period of ninery(90)days after delivery to l-ICENSEE,the PROD- 12 FORCE MAJEURE UCTS will, when properly installed on a standard HP 3000 comoufer system, operate as described In Ito standard documenfahon suppled by TYMI ABS TYMLABS shall not be responsihfe for any dofay uh the pefotmanca of tine lerrns of Ihn,Agine THE FOREGOING WAHRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTI IER WARRAN ment where sucn defy is caused by lire,flood earthonake accideal,civil rlisnuhanep .Far TIES OF MERCHANTABIILITY,FITNESS FOR PARTICULAR PURPOSE,AND ANY OTHER rationing, embargoes, labor problems, delays inIransppmaton, decays or Lnitues cI nip - pkfeis or sub-contractors, acts of govern it 1.act of God or any put Or cause an[sno the WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY TYMLABS AND cement of TYMLABS OWNERS SI-IALI.NOT BE LIABLE TO LICENSEE FOR LOSS OF PROFILE OR SPECIAL, DIRECT, INDIRECT CONSEQUENTIAL OR EXEMPIAPY DAMAGES IN CONNECRON 13. NOTICES WITH THE SUPPLY, USE, OR PERFORMANCE OF THE PRODUCTS NOTWIrESTAND- ING ANYTHING IN THIS AGREEMENT,TYMLABS' AND OWNERS COMBINED LIABIL- Notices required hereunder shall be in willing and soul preoaid by regisleed or ceaitsd ITY(IF ANY) TO LICENSEE SHALL BE LIMITED TO AND SHALL NOT EXCEED THE mail, telegram, or courier service to the other early an Jhe address listed on the lusl page MONIES PAID BY LICENSEE TO TYMLABS PURSUANT TO THIS AGREEMENT of Inis Agreement or to such address as either party may suhstiWte by v ellen notice to (his other Should the PRODUCTS fad to operate as described above during the warranty period, TYMLABS may,at its onion,take such corrective action as it deems appropeale,or it may 14 AGREEMENT PREVAILS terminate this Agreement by returning all monies received from LICENSEE hereunder,rifler The terms and condaions of This Agreement shall prevail norwithslanding any variance with which LICENSEE shall not allow the PRODUCTS to be used agan and TYMLABS shall nave the terms and conditions of any order suhmitted by LICENSEE with respect 10 Ih,PROD no furlhher liability to LICENSEE UCTS, associated documentation, or anollury serwces 6. MAINTENANCE AND ENHANCEMENTS 15 HEADINGS During true Finery(90)day warranty period,TYMLABS all mamrau the PRODUCTS in good The headings to Ilia sections heroin are for convernence nuly, and arc not an.nil to Ito conclikon,and shall lurrnsh LICENSEE with all standard releases of the PRODUCTS and in reprefahon of this Agreemonl standard documentation Once furnished to LICENSEE,all such standard releasessnall be treated as a part of the PRODUCTS for mtcrpretaton of this Agreement 16 APPLICABLE LAW In Ire event Thal TYMLABS slashed to perform any maintenance as result of unsuthoreed This Agreernenl shall be construed In accordance will the Taws of the Slate of f exas and, modtications to file PRODUCTS ores a result of impropennsrallahon,application,storage, where applicable, the United Stales or Ameuca Any action ansuq Irom any claim by or use or the PRODUCTS or as a result of lots or God,accidental damage,electrical damage, LICENSEE against TYMLABS must be commenced in the Stale of Texas within nine[V(90) er abnormal operating condmons LICENSEE shall pay to TYMLABS its normal charges days of the matter giving rise to such claim Ihefolor After the must 90 day warrant 17 ,INVALID PROVISION y( ) y y period except as a result of any subsequent written agree men[between TYMLABS and LICENSEE,TYMLABS shall have no miller liability to man- In the even)that any crevice,herein shall be Linen for ceahfo, all other provisions shall re lain the PRODUC TS or to furnish LICENSEE with any standard release thereof mart]in till force and eflecr 7 CONFIDENTIALITY 18 ENTIRE AGREEMENT LICENSEE acknowledges that the PRODUCTS,Including 211 standard releases thereof,are THIS AGREEMENT CONSI ITUTES THE FIN[IRE AGHEFMFN I UNDERSTANDINGS AND proprietary information and trade secrets of TYMI.ABSand/or the OWNERS wherherormi REPRESENTATION$,EXPRESSEDORIMPI_IED BEFVVEEN THE PARTIES WITH RFSPECT any portion thereof Is patented or copyrighted LICENSEE shall not provide any parr of the TO THE PRODUCTS,AND SUPERSEDES ALL PRIOR ORAL AND WRI TORN COMMUNICA- PRODUCTS or the standard documentaton la any third party except for agents and TIONS RELATING THERETO THIS AGREEMENT MAY BE MODIFIED ONLY BY A Will r- employees of LICENSEE for use in the conduct of its business without the prior wrihen con- TEN'INSTRUMENT SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF LICENSEE AND TYMLABS SUPPORT u'`:J4 a Li vi J` CPU SADD 04 ADDENDUM TO SOFTWARE SUPPORT AGREEMENT SADD Effective Date 18 Sep 89 _ Software License Agreement Number 201523 Beginning on the above date (''EFFECTIVE DATE ') and subject to the terms and conditions set forth in the Software Support Agreement identified above between the parties,TYMLABS CORPORATION,811 Barton Springs Road, Austin, Texas 78704, U S.A., ("TYMLABS'), by its acceptance of this Addendum does hereby agree to provide to F­ City of Palm Springs Data Processing 3200 Tabquitz Palm Springs, CA 92262 L J ("LICENSEE") FSS or LSS software support as indicated,for the single UP 3000 CPU identified below, for the software products listed below ("PRODUCTS') which are owned by the companies indicated ('OWNERS"). +�Ai HP 3000 CPU Series BP 3000 P5 93`, of '" Serial No. 2 0495 9105-A0 0 Address Palm Springs;City of, Data Processing 3200 Tahquitz, Palm Springs, CA 92262 Contact Ken Nelson Full Software Support (FSS) . . ❑ 619/323-8234 Phone Limited Software Support (I-SS) Q Products Software Product Initial Support Fee Product Owner BackPack/XL �Scl 00 Tymlabs Corporation,Austin,TX,USA Acceptance Acceptance by Licensee Acceptance by Tymlabs Firm Palm Springs;City of FirmCORPORATION yam_ i ( � Signed � �</FrfH.Lk21 —p'1 Signed Name DALLAS J. FLICEK Name Teresa. L. Norman Title Assistant Citg Manager Title Vice President, Marketing NOV © 21989 Date October 20 1989 Date Tymlabs Corporation , 811 Barton Spnngs Poad Austin, Texas 78704 "SA 17 �.oa�� _ 017458-002 512 478 061 7 Telex 755 820 fTss�r! �r Atlolf Fax 512 479 0735 0, j rg, SOS ITUVf-'nE SUPPORT AGREEMENT ss 04 SOFTWARE SUPPORT AGREEMENT SSTD 18 Sep 89 201523 Effective Date Software License Agreement Number Beginning on the above date ("EFFECTIVE DATE") and subject to the terms and conditions set forth herein and in the Software License Agreement identified above ("LICENSE AGREEMENT') between the parties, TYMLABS CORPORATION, 811 Barton Springs Road, Austin, Texas 78704, ("TYMLABS), by its acceptance hereof, does hereby agree to provide to: 17- City of Palm Springs Data Processing 3200 Tahquitz Palm Springs, CA 92262 L J ("LICENSEE"), software support as described herein,for the single UP 3000 CPU identified below.forthe soft- ware products listed below ("PRODUCTS') which are owned by the companies indicated ("OWNERS") HP 3000 925 2836AO0495 UP 3000 CPU Series Serial No. Palm Springs;City of, Data Processing Address 3200 Tahquitz, Palm springs, CA 92262 Ken Nelson 619/323-8234 Contact Phone Products Software Product Initial Support Fee Product Owner BackPack/XL $ 800.00 Tymlabs Corporation,Austin,TX,USA Acceptance Acceptance by Licensee Acceptance by Tymlabs Palm Springs;City of CORPORATION Firm Firm Signed z 'C�'n' �e�� t �'z Signed Name DALLAS J. FLICEK Name Teresa L. Norman Title Assistant City Manager Title Vice President, Marketing Date October 20, 1989 Date NO 0 21989 aP'PHOV'EED As TO Foffiq 7 �( Tymlabs Corporal 1 017458-002 811 Barton Spn — Aus6n, 512 478 0611 %� 1 Telex 755 820 L AI Fax 512 479 0735 SWIVARE SUPPORT AGREEMENT@# TERMS AND CONDITIONS 1. SOFTWARE SUPPORT THE FORFGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALI 0[1ICR WALLAH TYMLABS, having granted Io I ICENSEF in Ine LICENSE AGREEMENT a fion-eRCWst<e, Tire OF MEHCHAN LABILITY FITNESS FOR PARTICULAR PURPOSE AHD ANY OPHLP WARRANTIES, WHETHER EXPRESSED, IMPLIED, 09 STATUrOPY LYMLABS AND non-air grand ii tiuAod dcenSu To use the PRODUCTS hereby agrees m provide LICENSEE OWNERS SHALL NOT BE LIABLE TO LICENSEE FOP I OSS OF ERICH IS OR SPF(PAI_ with air grand mamlenance,support,ono enhancefnonLs lerlhr.PRODUCTS('SUPPORT') DIRECT, INDIRECT CONSEQUEPITIAL OR EXEMPLARY DAMAGRS III CONNECTION 2 TERM Wll,[I THE SUPPLY, USE,OR PERFORMANCE OF fHE PROHOCIS NOIWIPHSTAND ING ANYTHING IN THIS AGHEEMIrNT TYMLABS AND OWNERS COMBINED FAST This Agreement shad fake cited on Ine EFFECTIVE DATE, shall nemain in effect for a ITY (IF ANY) r0 I ICENSFE SHAH I BE LIMILFD TO AND SHALL NOT EXCEED lI IE period of one (1) year and shall be reue.ncd automatically for succ�ofive ono (1) year MONIES PAID BY I ICENSEE TO LYldt ABS I HEREUNDER IN A SINGLE YEAR peoods until arrninaled as provided icreia 9 'MAINTENANCE 3 TERMINATION III[lie event Ina[TYMI ABS is required Ie uedan n any mainlu,trice v 0 rcnrll Of uraulhorroo ❑Ihet party may ferrmnale Ins Agreement or any anniversary of the EFFECI IVE DAL ruodiheaeons to[he PRODUCTS or os a result of improper msIallfuen appl:ca en, Burin, by giving written notice to the other party it Ions[fairly(30)days prior to soon ann:veisary or use of Lie PRODUCTS or as a result of acts of God, if red otlnl damago, elydn<al If LICENSEE fads to pay to TYMLABS any monies dun hereundor wdnm sixty (60) days damage, or abnormal operating ponations, LICENSEE_anall pay to TYMLABS its normal alle,the date or invoice, [his AgreemenT such be to aumeed immediately charges(herelm 4 COMPONENTS OF SUPPORT 10. CONFIDENTIALITY TYMLABS shall provide SUPPORT in two categories called Full Barmaid Support( FSS") LICENSEE aclmowledges That the PRODUCTS, Indudmg all sandard rclourxy, Ihmeo[, and Limited Sottwarp Support("LSS") FSS Is composed of clams(a) Ihraugh (c) below, arelproppetary mlo:malion and bade sacous of LYMLABS and/or Ine OWNERS, vnrehhe while I SS is composed of items(b)and(c)below or not any portion Thereof Is patented or copyoghled LICENSEE shall nol providn any TYro�ABS anall use its best eflo'to Ip provde i ICF Vo NSEF 'h roasullalinr via per cl the PRODUCTS or Ino slaodafd docunit,n[ation to any thud Parry,mono[for dgenT, (a) and mTptpvees of LICENSEE for ix,� in Ito,oa J.f.J if It--, I-u,acre 'udhcul [Pit uuo Ldephone to assst LIC ENSEF with the ins[allabon operation, and use pl he mine" consent of TYMLABS 'LICENSE[shall (urine tPnl rL aGorP.,fro `mployncS it PRODUCTS and for resolving suspected Programrntng problems m the PRODUCTS aware o;,and lake all reaaonable steps to mdu lair, the prcpno4ny and conhurnbnl ra'Iur (b)TYMLABS shall es if deems necessary,issue s,anuard releases of[lie PRODUCTS of Ore PRODUCTS ano The sianuard documentation, aria TYMLABS shall at its expense, deliver to LICENSEE at[he address designated by LICENSEE,one(1)copy of[he materials 11 NON-ASSIGNMENT necessary to install and use each standard release for each supporLeo CPU Once LICENSEE shall net assign or sub Hesse any right or rtlnresl to [tin PHODUOIS fir .try furnished To LICENSEE, all such standard feleases mall he healed as a I';art of other right or interest under this Agreement wilMoul the Door waprnn rpnseal 0 I'r Bk ABS thu PRODUCTS`ortnlerpre[ation of[ruts Agreement antl the LICEPISE AGREEMENT (c)LICENSCI may submit writ lea moods of problems ee"Lloh eoi emlh Ihe nd 12. FORCE MAJEURE PRODUCTS and TYMLABS shall use its Earl elicits to solve such problems and TYMLABS shalt not be responsible'or any delay in [hr nedomranre of the ream of this Is include any correneirs To lire PRODUCTS rnsutbng Lnerefrom m a subsequent Agrmmenl o4 ere such delay is cursed by foe flood eatlnqualke houppol,vial dlb[UloLIHGL standard release of the PRODUCTS over ra[inning oubargees, Tabor faculea s, delays m bansputlahon, delay:or Intlufos cl TYMLABS shall provide LICENSEE o'dh FEE for Irue single HP 3000 CPU identified on suNphers or farh oninaclors, ao[s of gevemmcfit acts of God, ,r any other cause v,dmdo Iho Ors[ Doge hereof LICENSEE shall pay to PVPALABS [rue Initial Support Feels) listed the carrier o, rYMLABS on the brs[ pogo herder within inr[y(30)days met the EFFECTIVE DATE 13 NOTICES Par sawn and:bonal CPU licensed under the provisions of The LICENSE AGREEMENT, Notices required hereW idcr shall be in writing and son[ prepaid by mgriered or cnrtibad LICENSEE shall r0olves either FSS or LSS to Lali effect anh[y(90)days after the Items mad, telegram, or coufrer serwce to lira other party a1 the nddmws Itaen on [he first page mg dale for such CPU For each such additional SUPPORT purchase LICENSEE shall pay of this Agieemanl, or to such address as either nm[y may srbstilule by 'vriucn notice If)TYMLABS,within[holy(30)days of the effective date thereof, the FSS or LSS Annual to the other Suppotl Fee(s) as specified an TYMLABS then current price Its/ 14. AGREEMENT PREVAILS For each eucce) one year term of This Agreement LICENSEE shall s'to TYMLABS wilnin Ihn days(30)days from the dale of invoice,the FSS Annual Support Feoel(s)for The single The terms and conditions of This Agmefnen[ shall prevail ndlwM1hslar'u hnq any vanonce HE 3000 CPU used on Ore lust page fiercer Effie either Ihn FEE or LSS Annual Support with The Terms and conditions of any order subuuhria by LICENSEE wtln respect to Il to Fee(s)loreach additional aup00rleh CPU,asspnched on TYMLABS then current pricelist SUPPORT [[us Agiw(unnT shall not polite LICENSEE Io receive any standard release of any new 15 HEADINGS TYMLABS aoTtware products,except where such Leo,prooud is designated by TYMLABS as a replacement lot all or gait of the PRODUCTS covered hereby The headings to the sections hci ern are for cprivernenre only, and arc not run .ud to [rue interpretapreution of This Agreement 5 REPLACEMENT OF OPUS 16 APPLICABLE LAW If LICENSEE ma,es The PRODUCTS to a software-couoaul,le HE 3000 CPU,as provided I 1 Ine LICENSE AGREEMENT The SUPPORT being provided to LICENSEE Tor the original ins Agreempnl seal be construed m acooroauat with [lie laws e [nu Sl�di; "Id;as CPU shall au[omancally hansrer fo Lie new CPU and where anptrcaldle Iho Untied Slates or America Any action arising Irom any c!,-.fru by LICENSEE against TYMLABS mr.sl bo commenced in the Sian of lapin wdhnt rvnoly 6 TAXES (90)days of The matter giving ase to such,dafm LICENSEE shall pay all import duties, use Taxes, sales taxes, value added taxes, p*operry 17; INVALID PROVISION Tares,afid excise lanes levied ofi the licensing,support,shipping,or use eI the PRODUCES [,I hire event IhaL any provision heroic snail be wenforcenble Al other uro.....nas shall 7. TITLE TO SOFTWARE rauain in full force and effect LICENSEE acknowledges that the PRODUCTS including all standard releases Ihereol, 18. ENTIRE AGREEMENT and any rdated parents trademarks or copyrights are and shall remain the exclusive Property of [lie OWNERS, and LICENSEE shall have no nqur title or iNreosl Io The THIS AGREEMENT TOG ETHER WITH THE LICENSE AG REEMEIVI CONSIMUTES TI IE PRODUCTS except as expressly set forth herein and in the LICENSE AGREEMENT ENTIRE AGRFEMEN L UNDERSPANDINGS AND REP[CSBNTA IIONS,EXPRESSED OR IMPLIED BETWEEN THE PARTIES WITH RESPECT TO THE P[iODUCFS AND 8, WARRANTY SUPERSEDES ALL PRIOR ORAL AND WRITTEN COMMUNICATIONS RELATING TYMLABS warrants[hal if has been granted Launders authority to ether into his Agreement THERETO THIS AGREEMENT MAY BE MODIFIED ONL Y BY A WRITTEN INC[IlUral f SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF LICENSEE AND TYMLABS by the OWNERS Provided LICENSEE has made no unauthorized adddronS or modrea[rons [o the PRODUCTS, TYMLABS warrants that it shall, during the Icrm of this Agreement use its best clients to solve any problems which LICENSEE has will,Ina PRODUCTS and correct any defects which ptevein The PRODUCTS, when properly installed on a standard HE 3000 CPU, from operating as described to the standard documonlatton supplied by TYMLABS • 0 ADDENDUM TO THE SOFTWARE LICENSE AGREEMENT Between Tymlabs Corporation and the City of Palm Springs Software License Agreement 201523 TERMS AND CONDITIONS Item 9. is amended to read: "9. INDEMNITY TYMLABS shall indemnify, defend and hold harmless LICENSEE against claims that the PRODUCT'S infringe upon any valid patent or copyright.. In limitation of the foregoing, TYMLABS shall have no liability unless LICENSEE shall notify TYMLABS, in writing, of any such claim within five (5) days after LICENSEE shall have received notice thereof. TYMLABS shall have -the right, at its expense, to control the defense of any such claim and all related negotiations, and LIC:E14SEE shall not settle any such claim without the prior written consent of TYMLABS. TYMLABS shall have the :aright, at its expense, to modify or replace the PRODUCTS for comparable operation so as to cure any actual or probably patent or copyright infringement. " ACCEPTANCE BY: ACCEPTANCE BY: FIRM CITY OF PALM/SPRINGS FIRM RTYML S CO--R--P--OpR,--�{{TION _ SIGNED .��liAL l%L�-�-� SIGNED -- ate,-� NAME Dallas J. Flicek NAME Teresa Norman TITLE Assistant City Manaceer TITLE _Vice President, Marketing DATE October 16. 1989 PATE NOV 0 P, 1989 APPROVED AS TO FORM /ss,st ' Vr Air