Amendment No 2 to Data Sharing Agreement - Continued Use & Support of Data Co – Abernethy Schwartz Partners LLC

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Master License Agreement Page 1 of 16 MASTER LICENSE AGREEMENT This Master License Agreement (“Agreement”) is made and effective as of March 22, 2022 (the “Effective Date”) by and between Abernethy Schwartz Partners LLC dba BlueConduit ("BlueConduit"), a Michigan limited liability corporation with its principal place of business at 2531 Jackson Ave #337, Ann Arbor, MI 48104, and the City of South Bend, Indiana, an Indiana municipal corporation, acting by and through the South Bend, Indiana Board of Public Works (“Licensee”) with an address at 227 W. Jefferson Blvd. Suite 1300 N, South Bend, IN 46601 amends and restates that certain Master License Agreement, dated November 24, 2021. BACKGROUND BlueConduit has developed certain software programs and related documentation pertaining to their use (“Documentation”) that is made available to Licensee, as it may be updated from time to time by BlueConduit more particularly described in Order Schedule A attached hereto (the “Software”), and offers related training and implementation services (the “Consulting Services”) in support of its customers’ use of the Software. The parties agree as follows: 1.SOFTWARE LICENSE AND OWNERSHIP License. BlueConduit hereby grants to Licensee a non-exclusive and non-transferable (except as provided in Section 11 (Assignment)) right to use the type and number of licenses of Software specified in an order schedule (the “Order Schedule”) attached hereto, solely for Licensee’s own business operations and consistent with the limitations and conditions set forth in this Agreement. Additional Order Schedules, designated as Schedules A-2, A-3, and so forth, may be executed by the parties and attached to this Agreement. Licensee may not: (i)Remove any copyright notices or other legends of ownership; (ii)Modify or adapt the Software or merge it into another program; (iii)Reverse engineer, disassemble, decompile, or make any attempt to discover the source code of the Software; (iv)Place the Software onto a server so that it is accessible via a public network such as the Internet; (v)Distribute, sublicense, rent, lease, or lend any portion of the Software; or Ownership. BlueConduit retains all right, title and ownership interest in the products provided under this Agreement including the Software and all enhancements, modifications and updates to the Software. No interest in the Software other than this license is granted to Licensee. Licensee retains all right, title and ownership interest in its preexisting intellectual property and data. Use by Licensee Affiliates. A Licensee Affiliate may use the Software, subject to the terms of this Agreement. Any use by a Licensee Affiliate will be subject to the following: (a) Licensee is responsible for the acts or omissions of the Licensee Affiliate as if they were Licensee’s acts or omissions; and (b) the Licensee Affiliate’s use must not constitute a violation under any applicable export law or regulation. For purposes of this Agreement, the term “Licensee Affiliate” means any individual or business entity that, either directly or indirectly, is controlled by Licensee or is under common control with Licensee. “Control” shall mean possession of the power to direct or cause the direction of the management and policies of a n organization or other entity whether through the ownership of voting securities, by contract, or otherwise. Unlicensed Software. Licensee has a license to use only the Software specifically identified on the applicable Order Schedule. Licensee may have access to unlicensed BlueConduit software products, capabilities or modules, but this access does not imply a license to these products, c apabilities or modules and Licensee shall not use them in any manner. © C o p y r i g h t B i z T r e e . 2 0 0 6 . A l l r i g h t s r e s e r v e d . P r o t