1995 S Amendment to Master Purchase Agreement Between Orange County and Environmental Systems Research Institute (ESRI)

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r . Environmental Systems Research Institute,Inc. , j 380 New York Street Redlands,CA 92373 n (909)793-2853 ATTACHMENT D—Addendum 1 Contract No. USE AGREEMENT FOR ARCIINFO AND/OR ArcView UNIVERSITY LAB KIT Notice: Environmental Systems Research Institute, Inc. (ESRI), will not distribute or release LAB KIT* for use at your institution unless we receive a signed copy of this Agreement with your order. 1. We expressly agree to the terms and conditions of the attached ESRI®Software License Agreement. 2. We understand that the ARC/INFO® and/or ArcView® LAB KIT software (Software) specified in Attachment D, and Related Materials, hardware and/or software keys, user documentation, videotapes, and instructional materials (Documentation).are licensed to our institution under the terms of this Use Agreement and remain the sole property of ESRI. We agree not to allow anyone other than students and faculty of our institution to use the Software and Documentation without ESRI's prior written permission. 3. Site-specific note: We understand that the purpose of the LAB KIT is to provide an instructional tool in a computer lab environment. All copies are intended to be used at one site. The Software or Documentation shall not be distributed among other sites of our institution. 4. We understand that the LAB KIT Software and Documentation are to be used for instructional purposes for University teaching of students and faculty only. Use of the licensed products for private gain or other use shall be an express violation of the terms expressed herein entitling ESRI to all remedies available in equity or law. 5. We agree to protect from loss and theft all Software and Documentation. We agree to report all losses in writing to ESRI within five (5)working days after we discover that components are missing. We acknowledge that any time we wish to replace lost or stolen items, we must purchase such components at their current prices. All orders for replacement components are to be placed in writing on the form provided by ESRI accompanied by a valid purchase order. We understand that unreasonable or recurring loss or theft of ARC/INFO Software media shall constitute a serious violation of this Agreement and may, at ESRI's discretion, terminate this Agreement and exclude our institution from further participation in the program. 6. By participating in ESRI's ARCIINFO Computer LAB KIT program,we acknowledge that the ARCIINFO LAB KIT Software and Documentation contain trade secret and proprietary information or technology of ESRI. Accordingly, we agree not to disclose any technical, business, or marketing information about or related to the LAB KIT to other entities involved in the development or sale of geoprocessing software. 7. No right to copy any of the Documentation is granted and we agree not to make copies. 8. Upon notice from ESRI that we have failed to abide by the terms of this Agreement,we promise to immediately return, at our own expense and without refund, all ARCIINFO Software and Documentation plus any copies of any of the Software or Documentation in our possession. We further acknowledge that our obligation not to disclose ESRI trade secret and proprietary information or technology shall survive termination of this Agreement. 9. We understand that the first year of User Support and Update Service as a primary site is included in the initial fee and that such service is provided only under terms specified in the ARCIINFO User Support Policy in effect at the time of shipment. Subsequent years of User Support and Update Service are available at the then current price. You acknowledge that you have read every provision of this Agreement and that you agree to be bound by its terms. Authorized Representative of University: Signature: Custodian of LAB KIT Software and Documentation: Name: Name: Title: Title: Date: Telephone: Installation Address: ESRI,ARC/INFO, and ArcView are registered trademarks of Environmental Systems Research Institute, Inc. A92-P1291-A1/RB D-6 7/7/95