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<br />sri IMPLEMENTATION SERVICES
<br />TIME AND MATERIALS AGREEMENT
<br />Esri, 380 New York St., Redlands, CA 92373 -8100 USA • TEL 909 - 793 -2853 • FAX 909 - 793 -5953
<br />1. DEFINITIONS
<br />"Commercial off the Shelf Software" or "COTS Software" means all or any portion of Esri's proprietary software
<br />technology accessed or downloaded from an authorized Esri Web site or delivered on any media in any format, including
<br />backups, updates, service packs, patches, hot fixes, or permitted merged copies, available under license to the general public.
<br />"Services Output" means any tangible output produced as a result of the Services provided by Esri under this Agreement.
<br />Services Output can include, but is not limited to, reports, training materials, and custom software code.
<br />"Map Data" means any digital dataset(s) including geographic, vector data, coordinates, raster, or associated tabular
<br />attributes supplied by either party for use in the performance of this Agreement.
<br />"Services" means consulting support being performed by Esri on a time and materials hourly basis in exchange for
<br />compensation from the Licensee.
<br />2. RESERVATION OF OWNERSHIP AND GRANT OF LICENSE
<br />Except as specifically granted in this Agreement, Esri or its licensors own and retain all right, title, and interest in Services
<br />Output. Subject to the terms and conditions set forth in this Agreement, Esri hereby grants to Licensee a nonexclusive,
<br />royalty -free, worldwide license to use, modify, and /or reproduce the Services Output in connection with Licensee's
<br />authorized use of the COTS Software.
<br />3. PATENTS AND INVENTIONS
<br />Each party shall retain title to any inventions, innovations, and improvements ( "Inventions ") made or conceived solely by its
<br />principals, employees, consultants, or independent contractors (hereinafter called "Inventors ") during the term of this
<br />Agreement. The parties shall jointly own any Inventions made or conceived jointly by Inventors from both parties.
<br />Except as provided in the next paragraph, where Inventions are jointly owned, each party shall share equally the costs of
<br />acquiring protection for the Inventions and furnish the other joint owner with assistance reasonably required for acquiring
<br />protection.
<br />A joint owner ( "Assigning Owner ") electing not to acquire or maintain protection of any Inventions in any country or
<br />countries shall assign its rights in such Inventions to the other joint owner ( "Beneficial Owner ") as is necessary to enable the
<br />Beneficial Owner to protect such Inventions in such country or countries at its expense and for its exclusive benefit. In such
<br />event, the Assigning Owner shall make available to the Beneficial Owner the name(s) of Assigning Owner's Inventors and
<br />shall otherwise cooperate with the Beneficial Owner in order to assist the Beneficial Owner in protecting such Inventions.
<br />The Beneficial Owner shall reimburse the Assigning Owner for all reasonable out -of- pocket expenses incurred in rendering
<br />such assistance. If any such Inventions are so protected by the Beneficial Owner, then the Assigning Owner shall have a
<br />license with respect to the subject matter of such protected Inventions in such country or countries.
<br />Neither party may license, transfer, sell, or otherwise alienate or encumber its interest in jointly owned Inventions without the
<br />written consent of the other party, which shall not be unreasonably withheld by either party.
<br />4. COMPENSATION
<br />Services will be performed and subsequently invoiced on a time and materials basis in accordance with the funded not -to-
<br />exceed order value. Labor, including travel time, will be invoiced on a monthly basis for actual hours provided during the
<br />previous month. Other direct costs (ODCs), such as travel - related expenses, will be invoiced at actual cost plus Esri's
<br />standard burden. Meals and incidental expenses will be invoiced on a "per diem" basis in accordance with the limits stated in
<br />the most - current Federal Travel Regulations. Esri standard payment terms are Net -30 days from receipt of an Esri invoice. If
<br />the Esri credit history established by the Licensee does not support this effort, Esri reserves the right to require full or partial
<br />prepayment. Payment shall be made to the Esri address identified on original Esri invoices.
<br />Esri may reallocate authorized funding between activities, labor categories, and ODCs as necessary to facilitate the work
<br />efforts, provided the overall authorized funding is not exceeded. In the event Esri reaches the funded not -to- exceed order
<br />G363B Page 1 of 3 06/14/2010
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