2830 PC Automation Weighscale System Ldf. 1, 3 and office

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THIS SOFTWARE, LICENCE AGREEMENT made the 31st day of October , 19 8q B E T W E E N: PC AUTOMATION INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter called the "Licensor"), OF THE FIRST PART; - and - THE CORPORATTON OF THE COUNTY OF ESSEX (hereinafter called the "Licensee"), OF THE SECOND PART. WHEREAS the Licensee has requested the Licensor to grant a licence to the Licensee to use the computer software system developed and owned by the Licensor and more specifically referred to in Schedule "A" hereto" (hereinafter referred to as the "Software") which Software shall be used by the Licensee in the computer Hardware equipment hereinafter referred to. NOW THEREFORE IN CONSIDERATION of the mutual promises and covenants contained herein and of the sum of ONE ($1.00) DOLLAR now paid by each of the Parties to the other (the receipt and sufficiency whereof: is hereby acknowl- edged) the Parties hereto agree as follows: 1. The Licensor hereby grants to the Licensee the non-exclusive right to use the Software for its own purposes as herein referred to. 2. The term of this license shall be for a period of TEN (10) YEARS commencing the 31st day of October , 19 89, and thereafter from year to year until such time as either of the Parties herein provides the other with THREE (3) MONTHS notice in writing. 3. The Licensee hereby covenants with the Licensor as follows: (a) To pay to the Licensor the licence fees hereinafter set forth in Schedule "B" attached hereto during the term and upon the dates therein set out; (b) To keep confidential all technical data including but not limited to flow charts, logic diagrams, source codes and objects code together with any other information relating to the Software which the Licensor may from time to time during the term herein furnish to the Licensee except to the extent that such technical data and other information may have been within the public domain or within the knowledge of the Licensee or affiliated companies from a source other than the Licensor prior the date hereof; (c) Not to compete either directly or indirectly with the Licensor in the distribution or sale of the Software within a radius of ONE HUNDRED (100) MILES of the present place of business of the Licensee; (d) To indemnify the Licensor from and against all liability, claims, damages or expenses due to or arising out of any act or neglect by the Licensee, its servants, employees, agents or invitees while utilizing the Software for the business purposes of the Licensee or due to or arising from any and all equipment production of supplies or material produced by the Licensee howsoever caused; (e) Not to assign this licence to any other person, firm or company without the written consent of the Licensor, which consent may be unreasonably withheld;