2026-115-E-OCTS Dept-Ecolane USA-Transit Scheduling Software Extension

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DocuSig� Envelope ID: CD64977C-17FD-49F0-9672-81D6326AF370 b. allow the Licensor Software to be combined with or become incorporated in any other computer programs, absent Licensor's written consent, c. distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Licensor Software (except as expressly permitted hereunder), d. only install and use the Mobile Module on a mobile unit approved by Licensor, e. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Licensor Softwa re, or f. Except as set forth in Sections 2.3, 2.4, or as otherwise may be agreed to in writing by Licensor, permit any third party to use the Licensor Software or Documentation or use the Licensor Software or Documentation on behalf of or for the benefit of any third party in any way whatsoever. 2.3 Copies; Records. Licensee may make only so many copies of the Mobile Module as are reasonably necessary for operational security and for its permitted use hereunder. Licensee shall supervise and control and maintain accurate and complete records regarding the use and location of the Mobile Module Software and Documentation, and the access to the Licensor Software . 2.4 Limited Use by Contractors. Licensee may allow its Contractors to exercise the rights granted hereunder on behalf of Licensee and solely for Licensee's benefit, provided that (a) Licensee ensures that such Contractors use the Licensor Software only in accordance with the terms of this Agreement and (b) Con tractors are subject to confidentiality obligations substantially similar to Licensee's obligations herein. Licensee shall be fully responsible for any breach of this Agree ment caused by Contractors. 3. DELIVERY ACCESS. On or before the 120 days followi ng the date hereof, Licensor shall (a) deliver the number of copies of Software and Documentation, all as may be identified on Exhibit A, by electronic means, and/or (b) provide access to the Licensor Software . The first date of such delivery or access shall be referred to herein as the "License Date". Licensor shall use commercially reasonable efforts to make the Licensor Software available for the hours and days as described in Exhibit A beginning on the License Date. Scheduled maintenance done by Licensor will be done outside Licensee's scheduled hours of availability as identified in Exhibit B. 4. PROPRIETARY RIGHTS. Licensor (and/or its affiliates or vendors) retain all right, title and interest in and to the Licensor Software and Documentation, including, without limitation, all Intellectual Property Rights related thereto and all modifications thereof. The Parties acknowledge each other's trademark rights, and except as permitted by Section 15.1 1, neither Party shall use the other Party's trade name or trademarks in any manner whatsoever absent the other Party's prior written consent. Nothing in this Agreement assigns any rights, title or interest in any Licensor's (and/or its affi liates' or vendors') Intellectual Property Rights to Licensee. 5. SERVICES. 5.1 Support Services. Licensor shall provide Support Services commencing on the License Date on the terms and conditions set forth on Exhibit B. 5.2 Installation Assistance, Training or Other Services. If Licensee and Licensor have agreed that Licensor will provide Licensee with any installation assistance of Mobile Modules, training or other services, the terms and conditions of such services will be identified on Exhibit A or another Exhibit to this Agreement. 5.3 Custom Development. If Licensor agrees to perform any customized software development work for Licensee that the parties intend for Licensee to own, Licensee will have no such ownership rights unless the parties mutually execute a written addendum to this Agreement that fully satisfies the following conditions: (i) the scope and description of the mutually agreed work product is described, and (ii) the addendum includes an express state ment that such work product is "intended to be a work made for hire for, and owned by, Licensee". Notwithstanding the foreg oing or any content of any such addendum, in no case whatsoever does Licensor assign or otherwise transfer to Licensee any right, title or interest in or to Licensor Softwa re, Documentation or any other preexisting Intellectual Prope rty Rights of Licensor. 6. GENERAL OBLIGATIONS OF LICENSEE Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 482 1 -6909-6038. l 610-31 2-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7