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<br />- o SMART
<br />cov. SMARTGov Community® Subscription Agreement
<br />Community
<br />1.15 "Term" shall have the meaning set forth in Section 7.1.
<br />1.16 "Third Party" shall mean any entity or individual other than PALADIN or CLIENT.
<br />2. LICENSE GRANT
<br />2.1 SMARTGov Community.
<br />(a) License. Subject to the terms and conditions of this Agreement, PALADIN hereby
<br />grants to CLIENT, a non - exclusive, non - transferable, limited license, during the Term, for End -Users to
<br />access and use SMARTGov Community in accordance with the Documentation solely for e- government
<br />software solutions. CLIENT'S use of SMARTGov Community is limited to the number of End -Users and
<br />modules as set forth in the Sales Order, except as provided in Section 4.1(b) herein. In addition, if
<br />SMARTPortal (public portal) is purchased under this Agreement, CLIENT may display on its website the
<br />public portion(s) of SMARTGov Community, which are the pertion(s) of SMARTGov Community available
<br />to CLIENT that do not require a password for use. CLIENT agrees that all rights not expressly granted
<br />to CLIENT hereunder are reserved by PALADIN and its Third Party licensors or vendors, as applicable.
<br />(b) Restrictions. CLIENT agrees that SMARTGov Community contains trade secrets and
<br />other confidential and /or proprietary information owned by PALADIN or its Third Party vendors. CLIENT
<br />shall not and shall not allow End -Users or other persons to (a) modify, make derivative works, alter any part
<br />of SMARTGov Community, (b) copy the SMARTGov Community, in part or in whole, (c) reverse engineer,
<br />decompile, disassemble or otherwise attempt to derive source code of the SMARTGov Community or other
<br />proprietary information from the SMARTGov Community, d) sell, transfer, lease, rent, loan, distribute or
<br />attempt to grant any rights to the SMARTGov Community to any Third Party, (e) use the SMARTGov
<br />Community to act as a service bureau or application service provider, or to permit access of any kind to
<br />SMARTGov Community to any Third Party, or (f) disclose SMARTGov Community or any Documentation,
<br />to any Third Party, except as otherwise permitted herein. Furthermore, End -Users may not log into more
<br />than one machine at a time.- PALADIN -may electronically monitor CLIENT's use of SMARTGov Community
<br />for compliance with the license terms and restrictions set forth in this Section 2.
<br />2.2 Data. CLIENT grants to PALADIN a non - exclusive license to use CLIENT DATA for the purposes
<br />of performing its obligations under this Agreement.
<br />2.3 PALADIN represents that it holds all copyrights, trademarks, patents, or other rights to the
<br />software and SMARTGov - Community and required to provide the license to CLIENT and shall indemnity
<br />and defend CLIENT at PALADIN'S expense for any claim filed against CLIENT for infringement of any of
<br />these rights by a third party.
<br />3. OWNERSHIP
<br />3.1 SMARTGov Community Ownership. As between the parties to this Agreement, PALADIN and
<br />its licensors shall retain sole and exclusive ownership of, and all right, title and interest in and to
<br />SMARTGov Community, Documentation, Modifications all suggestions, ideas, improvements, feedback,
<br />evaluation materials, presentations, designs, technology, inventions, know -how, works of authorship,
<br />software, specifications, and other materials, information and any other intellectual property made,
<br />developed, conceived or reduced to practice by PALADIN (whether alone, or jointly with Client) in the
<br />performance of this Agreement (collectively, 'Results'). To the extent necessary to effect this intention,
<br />CLIENT hereby assigns to PALADIN any and all right, title and interest in and to SMARTGov Community
<br />and Results, and shall execute all such further instruments and documents and to do all such other acts
<br />and things, as may be requested by PALADIN from time to time to secure and preserve PALADIN's rights
<br />hereunder.
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