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AGREEMENT TO FURNISH LABOR COMPLIANCE REVIEW SOFTWARE <br /> This agreement for the provision of a license and related services ("Agreement") is made <br /> and entered into this 24th day of July, 2017 ("Effective Date"), by and between the City of <br /> Redlands, a municipal corporation ("City") and LCPtracker, Inc ("Consultant") City and <br /> Consultant are sometimes individually referred to herein as a "Party" and, together, as the <br /> "Parties" In consideration of the mutual promises contained herein, City and Consultant agree as <br /> follows <br /> ARTICLE 1 —ENGAGEMENT OF CONSULTANT <br /> I I City hereby engages Consultant to provide licensed software and hosting services (the <br /> "Services") referenced herein for the City <br /> 1 2 The Services shall be performed by Consultant in a professional manner, and Consultant <br /> represents that it has the skill and the professional expertise necessary to provide the <br /> Services to City at a level of competency presently maintained by other, practicing <br /> professional consultants in the industry providing like and similar types of such Services <br /> ARTICLE 2—LICENSE <br /> 2 1 Consultant hereby grants to City a non-exclusive,revocable, limited license to use software <br /> owned by Consultant Such software is named"LCPtracker" ("Licensed Software") The <br /> Licensed Software can only be used as delineated in this Agreement <br /> 22 Consultant may, with or without court approval, revoke this license, if City materially <br /> violates the Agreement in any way <br /> 23 Any right not expressly granted by this Agreement shall not be implied,the license granted <br /> pursuant to this Agreement permits only the use of the Licensed Software, as expressly <br /> delineated in this Agreement <br /> 24 The license granted herein is operative foi up to three years, commencing upon the <br /> Effective Date of this Agreement <br /> 25 The Parties agree, and Consultant warrants, that Consultant is the exclusive owner of the <br /> Licensed Software Consultant furthei warrants that it has full authority to grant this <br /> I icense <br /> 26 City acknowledges that the source code, and anything else that underlies the Licensed <br /> Software, including without limitation, underlying ideas, underlying algorithms, <br /> undei lying concepts, underlying procedures, underlying processes, underlying piinciples, <br /> and underlying methods of operates are trade secrets, which belong to Consultant To the <br /> extent that City may ever learn any of the foregoing, City agrees to never communicate the <br /> same to any individual of entity, except as may be required by law <br /> 27 City may not sublease,assign,transfer, loan,hypothecate,or in any other way allow anyone <br /> other than City to use the Licensed Software, without Consultant's express, written <br /> permission <br /> I <br /> I 1cakdyn\Agreements%LPC Tracker labor compliance software agreement.doex <br />