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LICENSE AGREEMENT <br />This License Agreement ("Agreement"), effective as of the date of the last signature below <br />(the "Effective Date"), is by and between United Way of Indian River County, a non-profit <br />corporation, located at 1836 141h Avenue, Vero Beach, FL 32960 ("UWIRC") and Indian River <br />County, a political subdivision of the State of Florida, whose mailing address is 1801 27th Street, <br />Vero Beach, FL 32960 (Indian River County). <br />RECITALS <br />A. Indian River County collaborates with public and private entities and mobilizes <br />resources to solve specific human, education, and health service problems affecting women, <br />children and families in Indian River County <br />B. UWIRC is a non-profit organization that focuses resources on the most critical <br />human care needs in Indian River County, Florida. To further its mission of addressing critical <br />human care needs, UWIRC funds many programs and community services offered by nonprofit <br />organizations located in Indian River County. <br />C. Indian River County wishes to license from UWIRC certain software known as the <br />"e-Clmpact software" that allows third parties to organize and facilitate the administration and <br />management of their annual grants cycle, administered by Indian River County via the Internet. <br />D. UWIRC is willing to license such software to Indian River County under the terms <br />and conditions below in order to assist with Indian River County funding to charitable <br />organizations located in Indian River County ("Agencies" or "Agency"). <br />NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants <br />contained herein, and for other good and valuable consideration, the receipt and sufficiency of <br />which is hereby acknowledged, the parties agree as follows: <br />AGREEMENTS <br />License and Ownership. <br />1.1 License and Restrictions. UWIRC hereby grants to Indian River County a non- <br />exclusive, non -transferable, non -sub licensable limited license to access and use solely for Indian <br />River County internal business purposes one (1) copy of the e-CImpact software, as the e-CImpact <br />software shall be configured by UWIRC or its suppliers to perform the functions as defined in <br />Exhibit A (the "Software "). Indian River County will not have access to any other functions of <br />the e-CImpact software, other than the Software as defined in Exhibit A, unless otherwise mutually <br />agreed upon in writing by the parties. UWIRC or its suppliers shall provide Indian River County <br />access to the Software via an Internet website provided for Indian River County by UWIRC or its <br />suppliers (the "Software Site "). Indian River County shall not reverse engineer, mirror, re -publish, <br />disassemble, decompile, modify, sublicense, resell, distribute, lease, make any commercial use of, <br />use on a timeshare or service bureau basis, or otherwise generate revenue from the Software or the <br />Software Site. Indian River County shall not remove or alter any trademark, logo, copyright or <br />other proprietary notice, label or symbol in or on the Software or the Software Site. <br />1.2 Intellectual Property Ownership. Nothing in this Agreement shall be construed to <br />grant Indian River County any ownership or other rights in the Software or the Software Site <br />