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<br />Consulting Services Agreement between City of San Leandro and July 1, 2023
<br />Flock Group Inc. Exhibit A – Page 3 of 9
<br />2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to City
<br />a non-exclusive, non-transferable right and license to use the Documentation during the
<br />Service Term to Agency ’s in connection with its use of the Services as contemplated herein,
<br />and under Section 2.4 below.
<br />2.4 Usage Restrictions.
<br />a. Flock IP. The purpose for usage of the Unit, Documentation, Services, support, and
<br />Flock IP are solely to facilitate gathering evidence that could be used in a lawful
<br />criminal investigation by the appropriate government agency and not for tracking
<br />activities that the system is not designed to capture (“Permitted Purpose”). City will not,
<br />and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock
<br />IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or
<br />perceive the source code from which any software component of any of the Flock IP is
<br />compiled or interpreted, or apply any other process or procedure to derive the source
<br />code of any software included in the Flock IP, or attempt to do any of the foregoing,
<br />and City acknowledges that nothing in this Agreement will be construed to grant City
<br />any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any
<br />of the Flock IP, or create any derivative product from any of the foregoing, or attempt to
<br />do any of the foregoing, except with the prior written consent of Flock; (iv) interfere or
<br />attempt to interfere in any manner with the functionality or proper working of any of the
<br />Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or
<br />proprietary right appearing on or contained within any of the Services or Flock IP; (vi)
<br />use the Services, support, Unit, Documentation or the Flock IP for anything other than
<br />the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise
<br />transfer or convey, or pledge as security or otherwise encumber, Agency’s rights under
<br />Sections 2.1, 2.2, or 2.3.
<br />b. Flock Hardware. City understands that all Flock Hardware is owned exclusively by
<br />Flock, and that title to any Flock Hardware does not pass to City upon execution of this
<br />Agreement. City is not permitted to remove, reposition, re-install, tamper with, alter,
<br />adjust or otherwise take possession or control of Flock Hardware. Notwithstanding the
<br />notice and cure period set for in Section 6.4, City agrees and understands that in the
<br />event Agency is found to engage in any of the restricted actions of this Section 2.4(a),
<br />all warranties herein shall be null and void, and this Agreement shall be subject to
<br />immediate termination (without opportunity to cure) for material breach by City.
<br />2.5 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this
<br />Agreement, Flock and its licensors retain all right, title and interest in and to the Flock IP and
<br />its components, and City acknowledges that it neither owns nor acquires any additional
<br />rights in and to the foregoing not expressly granted by this Agreement. City further
<br />acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole
<br />discretion. There are no implied rights.
<br />2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may
<br />temporarily suspend City’s and any Authorized End User’s access to any portion or all of the
<br />Flock IP or Flock Hardware if Flock reasonably determines that: (a) there is a threat or attack
<br />on any of the Flock IP; (b) Agency ’s or any Authorized End User’s use of the Flock IP disrupts
<br />DocuSign Envelope ID: A27DE86C-2E5A-47BE-AFF7-89F3B6BF13F4
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