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APPENDIX D DIR-CPO-4404

Copyright 2016. All rights reserved.

9-1-1 Software License Agreement

2019 March 6

911 Datamaster, Inc.

Copyright 2019. All rights reserved.

Confidential & Proprietary Information.

<Client Name>

DIR-CPO-4404 APPENDIX D

Table of Contents

1 911 Datamaster License Agreement ................................................................................................. 3

2 Definitions............................................................................................................................................ 4

3 Grant of License .................................................................................................................................. 5

4 Initial Term of the License Agreement .............................................................................................. 6

5 Renewal of License Agreement ......................................................................................................... 7

5.1 Renewal ..................................................................................................................................... 7

5.2 License Agreement Renewal Effective Date ............................................................................. 7

6 Termination/Expiration/Failure to Renew ......................................................................................... 8

6.1 Termination by Either Party for Material Breach ....................................................................... 8

6.2 Termination/Expiration/Failure to Renew by the Customer ....... Error! Bookmark not defined.

7 Purchase Orders ................................................................................................................................. 9

8 Payments ................................................................................................. Error! Bookmark not defined.

9 Confidentiality; Proprietary Rights ................................................................................................. 11

10 Intellectual Property Indemnity ....................................................................................................... 12

11 Warranty ............................................................................................................................................. 13

12 Limitation of Liability; Customer Responsibility ........................................................................... 14

13 Software Support .............................................................................................................................. 15

13.1 Software Support Services ...................................................................................................... 15

Conversion Support Services ............................................................................................................. 16

14 Additional Fee-based Software Support Features ........................................................................ 17

14.1 On-site Installation or Project Management Support............................................................... 17

14.2 Training .................................................................................................................................... 17

14.3 Post Installation Support Limitations and Cost ........................................................................ 17

14.4 Other Services ......................................................................................................................... 17

15 Security Issues .................................................................................................................................. 18

16 General ............................................................................................................................................... 19

17 Signature Page .................................................................................................................................. 20

Exhibit A: Database Service Agreement ................................................................................................. 21

Our Technology .................................................................................................................................. 21

Getting Started .................................................................................................................................... 22

Exhibit B: Supporting Information .......................................................................................................... 23

Licensed Users ................................................................................................................................... 23

Documentation .................................................................................................................................... 23

Record Count ...................................................................................................................................... 23

ii Copyright 2019. All rights reserved.


Annual Software Pricing ...................................................................................................................... 23

Payment Terms ................................................................................................................................... 23

Renewal .............................................................................................................................................. 23

Telephone numbers for Support ......................................................................................................... 24


1 911 Datamaster License Agreement

DIR Contract No. DIR-CPO-4404 and This 911 Datamaster End User License Agreement (this “Agreement”) is entered as of this _XX__ day[Insert date] of _[Insert Month] [Insert year 20XX___ ("Effective Date") by and between [Insert Customer Name] (the “Customer”), having its principal place of business at [Insert Principal Business Address], and 911 Datamaster, Inc. (“Datamaster”), a Kansas corporation, having its principal place of business at 7500 College Blvd., Suite 500, Overland Park, KS 66210.

WHEREAS, the Customer desires to enter into an agreement with Datamaster for the license of Software and provision of Services as specified in this Agreement; and

WHEREAS, Datamaster is willing to license such Software and provide such Services to the Customer in accordance with DIR Contract No. DIR-CPO-4404 and the terms of this Agreement.

NOW THEREFORE, for good and valuable consideration, the parties hereby agree as follows:

In the event of a conflict between DIR Contract No. DIR-CPO-4404 and this Agreement, DIR Contract No. DIR-TSO-4404 shall prevail.

4 Copyright 2019. All rights reserved.


2 Definitions

"Software" is defined as the software by Datamaster being provided under this agreement as specified in Exhibit B.

"Services" means Software support and / or other data services provided by Datamaster to the <CUSTOMER>, as specified in Exhibit A, which exclude additional development, coding and customizations.

"Licensed Users" means those users that are permitted to access the Software on behalf of the <CUSTOMER> at any given point in time, whether by direct or indirect connection. The maximum number of Licensed Users, if applicable, is identified in Exhibit B.

"Documentation" means current technical user guides, technical user manuals, and specifications, whether in print or machine-readable media, in effect as of the date of shipment of the Software to the <CUSTOMER>. As of the date of this Agreement, Documentation includes the documentation identified on Exhibit B, which shall not include additional terms and conditions not currently agreed upon by DIR Contract DIR-CPO-4404 and this agreement.

"Use" means to load, install, execute, employ, utilize, or display the Software for the <CUSTOMER>'s business purposes.



3 Grant of License

1. In consideration for the fees payable by Customer to Datamaster in accordance with DIR Contract No. DIR-CPO-4404 Appendix C, Pricing Index and this Agreement and Customer’s other obligations set forth in this Agreement, subject to the terms and restrictions set forth in this Agreement Datamaster grants to the Customer a revocable, limited term, non-exclusive, nontransferable license to Use the object code version of the Software during the term of this Agreement. For example, such restrictions may include, without limitation, limits on the number of Licensed Users, the term, record count or population. Unless specifically provided herein to the contrary, the Customer shall not have any right to Use or have possession of any version of the Software other than the object code version

2. The Customer may only Use the Software by and through the number of Licensed Users set forth on Exhibit A. Subject to Datamaster’s consent, which will not be unreasonably withheld, the Customer may increase the number of Licensed Users, extend the term, or other such limitations by executing a separate purchase order and paying the then current license fees for the additional Licensed Users or increased record count or population. Associated annual fees may be initially prorated based on the Customer’s billing cycle. Use of the Software by more than the number of Licensed Users or for a population in excess of those limitations set forth on Exhibit A shall be a material breach of this Agreement.

3. Except with the prior written consent of Datamaster, the Software shall only be used in conjunction with the computer system specified in the Hardware and Software Specifications in Exhibit B.

4. The Customer may make and use additional copies of the Documentation in accordance with the terms of this Agreement.

5. Neither the Software nor the Documentation may be copied or used other than as permitted by this Agreement.

6. The Customer shall have the right and the responsibility to manage its License Agreement. The Customer may delegate all or part of its contract management and oversight responsibilities to any third party with the agreement of Datamaster, which shall not be unreasonably withheld. Notwithstanding any delegation to a third party, the Customer shall remain primarily obligated for compliance with all provisions of this License Agreement, including actions or omissions of the third-party provider and its employees and agents.



4 Initial Term of the License Agreement

The initial term of this License Agreement is for three (3) years, however, it will be set up on an annual payment scheduled in accordance with Customer’s purchase order. The initial term shall be <date> (initial license will be prorated to 13 months), and is subject to the availability of funds by the <CUSTOMER>.



5 Renewal of License Agreement

5.1 Renewal

Unless Datamaster has earlier provided notice that it is not willing to renew this License Agreement, the Customer’s may renew its License Agreement by delivering notice of renewal to Datamaster prior to the end of the then current term and paying the then applicable renewal fee for the length of the renewal period selected. Such renewal shall be for the then current version of the Software and Datamaster shall have no obligation with respect to earlier versions. The applicable grace period within which to order and receive renewal of this License Agreement is thirty (30) calendar days after the expiration of the initial term or then current renewal term. This License Agreement shall be renewable in one (1) year increments for up to three (3) additional years. Renewals are subject to the availability of funds by the Customer’s.

5.2 License Agreement Renewal Effective Date

The renewal term will commence on the expiration of the initial term or then current renewal term of this License Agreement and will terminate upon expiration of the renewal term unless the Customer again renews its License Agreement in accordance with this Section 5. Renewal time line for this agreement will be in accordance with Customer’s purchase order and subsequent amendments provided to vendor.



6 Termination/Expiration/Failure to Renew

6.1 Termination shall be in accordance with Appendix A, Section 11B of DIR Contract No. DIR-CPO-4404



7 Purchase Orders

7.1 DIR Contract No. DIR-CPO-4404 and this Agreement shall govern over and supersede any and all conflicting terms and conditions in any order, acknowledgment, invoice, or other documentation, preprinted or otherwise Any additional terms and conditions contained in any purchase order used to initiate or renew this License Agreement or to request that Datamaster provide services that are inconsistent with, or are in addition to, the terms and conditions of this License Agreement shall be negotiated and pre-approved by Datamaster and Customer, if such agreement is not specified in this document such terms will be deemed rejected and stricken from such purchase order and shall not govern the Customer’s license of the Software provided under this Agreement.



8 Payment 8.1 Payment shall be in accordance with Appendix A, Section 8 of DIR Contract No. DIR-CPO-4404



9 Confidentiality; Proprietary Rights

Datamaster retains exclusive ownership of the Software, Documentation, and Services and all intellectual property embodied therein (collectively, “Intellectual Property”). The Customer shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive from the Software or any Third-Party Software any Intellectual Property, including source or any other code, routines or other processes embedded therein. The Customer will not disclose to any person, including competitors of Datamaster, any Intellectual Property that the Customer does obtain, whether or not in violation of this License Agreement. The Customer will take reasonable measures to protect Datamaster’s proprietary rights in the Intellectual Property, including by limiting access to the Software and Documentation only to its authorized and Licensed Users. Except as expressly provided herein, the Customer is not granted any right under any of Datamaster’s patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other of its intellectual property rights, or any franchises or licenses with respect to the Software, Services or other Intellectual Property.

“Confidential Information” to the extent allowable by the Texas Public Information Act, Confidential information means the Software, Documentation and all other confidential and proprietary information of either party or any third-party disclosed by one party to the other which, in the case of written information, is marked "confidential" or "proprietary" and which, in the case of information disclosed orally, is identified at the time of the disclosure as confidential or proprietary.

Each party must hold the other party's Confidential Information to the extent allowable by the Texas Public Information Act, in confidence, and use the same degree of care (but not less than reasonable care) to safeguard such Confidential Information as that party uses to protect its own confidential or proprietary information. Each party agrees that it has obtained or will obtain a written agreement with each employee or contractor having access to any Confidential Information, under which the employee or contractor acknowledges the importance of protecting the Confidential Information to which such individual may have access and agrees to protect and not disclose any of the Confidential Information. Confidential Information may only be used for exercising rights and fulfilling obligations under this License Agreement. Additional requirements may be assigned by the acceptance and execution of opportunity-specific non-disclosure agreements between the parties.

For purposes of this License Agreement, “Confidential Information” shall not include information which was in the recipient's rightful possession without an obligation of confidentiality before receipt from the disclosing party, or is or becomes a matter of public knowledge through no fault of the recipient, or is rightfully received by the recipient from a third party without a duty of confidentiality, is independently developed by the recipient without reliance on the Confidential Information, or is required to be released by court order or in accordance with law after Datamaster has an opportunity to appeal or seek injunctive relief.



10 Intellectual Property Indemnity

10.1 Intellectual Property shall be in accordance with Appendix A, Section 5 of DIR Contract No. DIR-CPO-4404.

10.2 Indemnity shall be in accordance with Appendix A, Section 10A of DIR Contract No. DIR-CPO-4404.



11 Warranty

1. So long as the Customer has paid Datamaster all amounts due and payable pursuant to this License Agreement, Datamaster warrants that the Software licensed to the Customer will operate substantially in conformance with the Documentation for such Software for the term of this License Agreement. Datamaster shall have no obligations under this Section 11 in connection with (i) any Use of any version of the Software other than a current, unaltered release of the Software; (ii) the combination, operation, or Use of the Software with software, hardware or data other than as specified and approved by Datamaster in the Documentation and Hardware and Software Specifications (Exhibit B); (iii) where any alteration, modification or addition has been made to the Software by a party other than Datamaster; and (iv) warranty claims made outside the warranty period above. Datamaster does not warrant performance of any Third-Party Software or any third-party hardware or services. However, where reasonably possible and permitted under Datamaster’s agreements with such third party, Datamaster shall pass on to Customer any such third-party warranty. Datamaster’s sole and exclusive warranty for the Services is as follows: Datamaster warrants, for a period of ninety (90) days from the date of delivery of the Services, that the Services will be in accordance with the agreed upon specifications for the Services in this Agreement.

2. The Customer’s sole and exclusive remedy for breach of any of the foregoing warranties shall be either repair or replacement of the defective Software (or re-performance of the defective Services) by Datamaster or, if Datamaster is unable or unwilling to repair or replace the defective Software (or re-perform the defective Services), a refund of the license fee received by Datamaster for the defective Software licensed or Services performed. In order for Datamaster to be liable to the Customer under this Section 11, the Customer must notify Datamaster within the warranty period and provide a reasonable opportunity to Datamaster to cure any alleged breach.

3. EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, OR SERVICES TO BE SUPPLIED BY DATAMASTER UNDER THIS LICENSE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTIES ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING. DATAMASTER DOES NOT WARRANT OR REPRESENT THAT THE SOFTWARE WILL BE ERROR FREE OR VIRUS FREE. THE CUSTOMER BEARS THE ENTIRE RISK OF THE QUALITY OF THE SOFTWARE OR THAT THE SOFTWARE WILL SATISFY ITS NEEDS.



12 Limitation of Liability; Customer Responsibility

1. Limitation of Liability shall be in accordance with Appendix A, Section 10K of DIR Contract No. DIR-CPO-4404.

2. The Customer is solely responsible for (i) Use of the Software in accordance with the terms of this License Agreement; (ii) implementing and maintaining appropriate backup recovery procedures for the Software and all data and data files for reconstruction if lost or altered; and (iii) the protection and safeguarding of its proprietary, confidential, and classified information.



13 Software Support [The following items listed here are examples of a Service Level Agreement and this document will be revised accordingly to customer’s requirements.]

Datamaster shall have no obligation to support or maintain the Software (i) for Use on any computer system other than that specified in the Documentation or Hardware and Software Specifications of Exhibit B of this License Agreement, (ii) for Use of any version of the Software other than a current, unaltered release of the Software; or (iii) if the Customer modifies the Software other than as permitted by this License Agreement.

13.1 Software Support Services

A. 7 x 24 x 365 Telephone Support

Software support is available to the Customer 24 hours a day, 7 days a week, 365 days a year. Support is only available during business hours (8:30 a.m.—5:00 p.m. central time) for Minor Impact or Low Impact issues.

B. Response Times

Response time is defined as the period of time between alert or call receipt and the time Datamaster support personnel begin analyzing the alert or call. Datamaster will notify the Customer when a technician begins analyzing a call either via email or telephone. Datamaster’s response time commitment is depicted in the following table:

Priority Description Response Time

1. Critical Impact – Service Not Available

Service is unavailable or halted; or data is unavailable or non-functional; or service productivity or functionality is severely compromised; or there is a complete loss of service for the County and there is no ability to avoid or reduce the incident via a workaround.

Issue Confirmation < 30 minutes

Response < 2 clock hours

2. Major Impact – Severely Impaired

Service performance / functionality for the County is seriously impaired or degraded; or data accuracy is seriously impaired; and there is no ability to avoid or reduce the effect of the incident via a workaround.

Issue Confirmation < 30 minutes

Response < 4 hours

3. Minor Impact – Minimal Degraded Performance or Functionality; Single User Issues

Service has encountered a non-critical issue with minimal loss of performance / functionality; or data accuracy is minimally degraded; or may be identified as a functional defect; or complete stoppage of the County; or a partial loss of service for the County and there is a way to reduce the effect or completely avoid the impact of the incident via a workaround at a reasonable cost.

Issue Confirmation < 2 hours

Response < 8 business hours

4. Low Impact – Single User Application Issue

Service is unavailable or degraded (not a complete work stoppage) for the County; or there is a way to reduce the effect or completely avoid the impact of the incident via a work around at a reasonable cost.

Issue Confirmation < 24 business hours

Response as mutually agreed upon



Priority Description Response Time

5. No Impact Password resets; requests for access rights; file restores; or issues of similar import.

Issue Confirmation < 24 business hours

Response as mutually agreed upon

For Priorities One and Two, Datamaster will work until the problem has been resolved. For Priorities Three, Four, and Five, Datamaster will work with the Customer towards a solution in a timely manner during normal working hours.

C. Software Patches/Bug Fixes:

From time to time, Datamaster may (in its sole discretion) provide the Customer updates that improve function or eliminate problems. If provided, the Customer agrees to take all reasonably necessary actions to install the updates.

D. Software Upgrades:

From time to time, Datamaster may (in its sole discretion) provide the Customer both point releases and .x releases. If provided, the Customer agrees to take all reasonably necessary actions to install the updates.

E. Anti-Virus:

Datamaster will make commercially reasonable efforts to deliver the Software virus free; provided there is no guarantee. Accordingly, it is incumbent upon the Customer to maintain adequate virus protection.

Conversion Support Services

Datamaster provide services and support to facilitate migrating 9-1-1 services from the outgoing database provider to the Datamaster solution. This support is provided as part of this License Agreement and includes:

Coordinating with the outgoing provider to acquire all MSAG and all ALI records (including pANI ranges).

Providing project management to coordinate all database related.

Converting MSAG and ALI data and loading into the Datamaster databases.

Establishing FoCR processes with West, AT&T, and Frontier as required.

Loading all appropriate pANIs to support wireless calls including surrounding area pANIs.

Notifying and working with all telephony services providers (including mobile positioning centers and VoIP positioning centers) to facilitate them in switching the destination of service order provisioning of the ALI databases.



14 Additional Fee-based Software Support Features [The following items listed here are for customer’s selection for any additional fee services to purchase and this document will be revised accordingly to customer’s requirements.]

The additional support services described below are not included in the Services provided under this License Agreement unless the Customer and Datamaster so agree in writing and the Customer agree to pay all applicable fees set forth in Appendix C, Pricing Index of DIR Contract No. DIR-CPO-4404. The Customer may contact Datamaster for details and pricing for all fee-based support services, Customer will issue an amendment to the original purchase order if these additional services are agreed upon by both parties.

14.1 On-site Installation or Project Management Support

On-site installation and / or project management services are not covered under this License Agreement. Such services may be provided pursuant to a separate Statement of Work detailing the specific services to be rendered for a given project and the applicable price.

14.2 Training

Training is not covered under this License Agreement. Training is available at Datamaster’s prevailing rates on the date the training services are requested.

14.3 Post Installation Support Limitations and Cost

Datamaster’s support obligations hereunder will not apply to any Datamaster-supported Software if correction of an error or adjustment is required because of: (i) accident, neglect, tampering, misuse, failure of electric power, (ii) failure of the Customer and/or others to provide appropriate environmental conditions, relocation of hardware or software, or causes other than ordinary use; (iii) repair or alteration, or attempted repair or alteration of any Datamaster-supported Software by the Customer or others; (iv) connection of another machine, device, application or interface to Datamaster-supported Software by the Customer or others, which has caused damage to Datamaster-supported Software, (v) damage or destruction caused by natural or man-made acts or disasters; (vi) failure or degradation in performance of Datamaster-supported Software due to the installation of another machine, device, application or interface not specifically certified and approved by Datamaster for Use with the Software; (vii) the operation of the Software in a manner other than that currently specified by Datamaster; (viii) the failure of the Customer to provide suitable qualified and adequately trained operating and maintenance staff; (ix) incompatible or faulty Customer equipment; or (x) modifications made without Datamaster’s written approval to the operating system, network hardware or software environment or software applications.

Telephone support and / or field engineering to rectify such unsupported failures as described above may be obtained from Datamaster on a time and materials basis. The labor rate charged will be the current Datamaster labor rate (plus expenses) at the time service is requested.

14.4 Other Services

Other services and corresponding rates can be found in Appendix C, Pricing Index of DIR Contract DIR-TSO-4404 and will be listed under Exhibit A of this agreement as applicable.



15 Security Issues

The Customer shall take all action necessary to ensure that the Software and Documentation whether on media, or on its servers, or computer systems are appropriately secured so that the Software and Documentation can only be viewed and utilized by the Customer’s authorized employees and contractors of the Customer who shall be permitted by this Agreement and subject to confidentiality requirement as specified Section 9 of this License Agreement.



16 General

Assignment. Except for a successor governmental entity, the Customer will have no right to assign or transfer this License Agreement, in whole or in part, by operation of law or otherwise (including by merger or consolidation), without Datamaster’s express prior written consent. Any attempt by the Customer to assign or transfer this License Agreement without Datamaster’s consent will be null and of no effect. Datamaster may freely assign its rights and / or obligations hereunder to any third party which acquires the Software. Subject to the foregoing, this License Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

Certification. Datamaster may, from time to time, request the Customer to provide a certification that its actual Use of the Software complies with the terms of this License Agreement. At any time with a 10 days’ notice to the Customer, Datamaster may perform an audit of the Customer to determine its compliance with the terms of this License Agreement. If the number of copies or Licensed Users or population is found to be greater than as authorized by this License Agreement, Datamaster may, in its sole discretion, either charge the Customer the applicable current list prices for such additional users for the periods of unauthorized use or terminate that particular License Agreement and seek all remedies permitted hereunder for the Customer’s material breach of this License Agreement.

Governing Law. Except to the extent preempted by federal law, this License Agreement will be governed by and construed in accordance with the laws of the State of Texas excluding its conflicts of law provisions. In no event shall this License Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods. Venue of any action brought to enforce or relating to this License Agreement shall be brought exclusively in the state courts located in Travis County; Texas shall have jurisdiction to adjudicate any dispute arising out of this Agreement and the parties’ consent to jurisdiction therein.

Compliance with Laws. Both parties shall comply with all federal, state and local laws and regulations applicable to this License Agreement and the Software, including, without limitation, those prohibiting or restricting the export of software from the United States. Without limiting the generality of the foregoing, both the Customer and Datamaster shall, at their own expense, make, obtain, and maintain in force at all times during the term of this License Agreement, all filings, registrations, licenses, permits and authorizations required for each party to perform its obligations under this License Agreement and, if applicable, shall provide one another with English language translations thereof. Nothing herein shall be construed to waive the sovereign immunity of the State of Texas.

Nonexclusive Remedy. Except as expressly set forth in this License Agreement, the exercise by either party of any of its remedies under this License Agreement will be without prejudice to its other remedies under this License Agreement or otherwise. In the event of a conflict between documents DIR Contract No. DIR-CPO-4404 shall have precedence.

Restricted Rights. All Software is provided with RESTRICTED RIGHTS for U.S. Government Users. Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraphs (b) (1) and (2) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19 or the Rights in Technical Data – Noncommercial Items Computer Software clause at DFARS 252.227-7013, and other relevant sections of the Code of Federal Regulations as applicable. Unpublished rights are reserved under the copyright laws of the United States. Manufacturer is 911 Datamaster, Inc., a Kansas corporation, having its principal place of business at 7500 College Blvd, Suite 500 Overland Park, KS 66210. In the event of a conflict between documents DIR Contract No. DIR-CPO-4404 shall have precedence.

Export Restrictions. Even if permitted by applicable laws, the Customer will not allow the Software or other Intellectual Property, in whole or in part, to be exported outside of the United States or given to a foreign national within the United States in any manner or by any means, without the expressed advance written permission of Datamaster. In the event of a conflict between documents DIR Contract No. DIR-CPO-4404 shall have precedence.

Severability. If for any reason a court of competent jurisdiction finds any provision of DIR Contract No. DIR-CPO-4404 and this License Agreement invalid or unenforceable, that provision of this License Agreement will be enforced to the maximum extent permissible and the other provisions of this License Agreement will remain in full force and effect. The parties further agree to negotiate in good faith a valid and enforceable



provision that most nearly affects the parties' intent and to be bound by the mutually agreed substitute provision.

Waiver. The failure by either party to enforce any provision of this License Agreement will not constitute a waiver of future enforcement of that or any other provision.

Notices. All notices shall be handled in accordance to Appendix A, Section 10A of DIR Contract No. DIR-CPO-4404.

Force Majeure. Force Majeure shall be handled in accordance with Appendix A, Section 10A of DIR Contract No. DIR-CPO-4404.

Relationship of Parties. The relationship of the Datamaster and the Customer is that of licensor and licensee. This License Agreement shall not be deemed to establish a partnership, joint venture, employment, franchise, agency, independent contractor or other relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent.

Entire Agreement. This License Agreement, including the Appendices hereto, constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this License Agreement will be effective only if in writing and signed by duly authorized representatives of Datamaster and the Customer.

Indemnity. Indemnification shall be handled in accordance to Appendix A, Section 10A of DIR Contract No. DIR-CPO4404. Signature Page

IN WITNESS WHEREOF, the following duly authorized representatives have signed this License Agreement on behalf of the entities indicated below, as of the date first above written.

911 Datamaster, Inc.

[CUSTOMER NAME]

Signature

Signature

Print Name

Print Name

Executive Vice President

Title

Title

Date

Date



Exhibit A: Database Service Agreement

Datamaster is pleased to offer a flexible, service-based solution supporting traditional and Next Generation 9-1-1 database services to the <CUSTOMER>. Datamaster provides the software and staff to effectively manage critical 9-1-1 data with a set of technology unparalleled in the marketplace and is suited to transition to NG9- 1-1.

The basics of the offering are as follows:

The <CUSTOMER> will utilize the geographically diverse ALI and DBMS servers provided by Greater Harris County Emergency Network ("GHC") via an Inter-local Agreement.

Datamaster will migrate existing <CUSTOMER> ALI and MSAG data to the platform.

<CUSTOMER> will establish network connectivity from each of its PSAPs to the ALI servers.

Datamaster will configure the software to effectively work with existing <CUSTOMER> PSAP CPE.

Datamaster will work with service providers to change the flow of their service orders and error reconciliation processes to utilize the Datamaster solution.

Datamaster will provide ongoing support for error resolution and database integrity.

Our Technology

DBMS

Provides all the tools necessary to build and maintain a 9-1-1 database. Users can create Customer Files, MSAG, ESN files, and files of responding Agencies.

Users can import and export Customer and MSAG records as well as manually add/ edit records.

Includes extensive reporting capabilities and audit trails.

Updates for ALI and selective routers, password protection, and many other features.

With 9-1-1 WebDBMS, users have a web-based access to information and can exchange information with telephone companies, PSAPs, and other county agencies.

WebDBMS

Designed primarily for multi-county / multi-PSAP locations. PSAPs, counties, and ALI database providers use a web browser to communicate with one another and effect changes to data.

ALI

Flexible and user configurable.

Provides extensive reporting capabilities, including a history of all ALI requests.

Automatic synchronization of records on two servers for full redundancy and reliability.

Automatic import of NENA standard files.

Allows a 9-1-1 Authority to gain / maintain control of life saving data.

Provides for a natural transition to NG9-1-1.

Can be used with 911 DBMS or as a stand-alone ALI.

Provides scalability from less than a thousand to more than fifty million records.

Provides ALI response to multiple PSAP controllers.

Interfaces with all leading PSAP controller equipment including IP-enabled CPE.

Provides many standard ALI display formats as well as user-created formats.



Provides for supplemental customer information to the dispatcher.

Provides for 9-1-1 WebPSAP, for PSAPs to obtain extensive information about the ALI database and to run reports about ALI requests through a web-based interface.

Maintains logs of all activity.

Getting Started

Getting started with Datamaster's service offering is relatively simple. It involves three basic steps: establishing the necessary network connectivity, migrating and testing data, and configuring the system to meet the specific needs of LEG.

The <CUSTOMER> will need to establish redundant connectivity from each of its host nodes and other PSAPs (Copperas Cove, Gatesville, Killeen PD, Belton PD, and Fort Hood) to the ALI / LDB servers located in Houston and Huntsville. The <CUSTOMER> will also need to provision circuits from each of its selective routers to the ALI / LDB servers if they choose to utilize off-board selective routing queries. Alternatively, Datamaster will work with the <CUSTOMER> to deploy a mechanism to update the selective routers with the proper routing data.

Once a target date for network completion is known, Datamaster will begin to work on data migration. This begins with <CUSTOMER> getting a copy of your MSAG and ALI data from your current database provider. Datamaster will load both of these in a test environment in order to check for format, accuracy, and completeness. Any issues that would hinder migration to production will be reported to <CUSTOMER> for joint resolution.

Using the test data, we will work with the <CUSTOMER> to configure the software to tailor it to your exact needs. This includes ensuring that the screen format is correct for your CPE, establishing security profiles for users, setting any default parameters, etc. We will work together to get all service providers set up with mechanisms for submitting data and for viewing/ modifying data via a web-based interface

After resolving any issues and establish a mechanism for transferring the data, <CUSTOMER> will work with its existing database service provider to stop processing service orders on a given date. At that time, Datamaster will load the most current version of the ALI data into the production environment. After a successful load, the data links between the PSAPs and the ALI databases can be migrated to point at the new environment. The final step will be processing the service orders queued up from the previous provider. Going forward, service orders will be processed as received by the DBMS software for provisioning into the ALI / LDB.



Exhibit B: Supporting Information

Licensed Users

The licensed software is licensed to any Customer’s employee and to authorized service providers (WebDBMS only) as mutually agreed by the Customer’s and Datamaster.

Documentation

Datamaster will provide to the County, at a minimum, electronic copies of the current user manuals for all licensed software. These may be distributed to any County employee.

Record Count

In the past, 9-1-1 database services were predominately priced based on record counts. With the industry wide phenomenon of a migration from landline service to wireless service, the tried and true cost parameter of a monthly cost per ALI record are becoming less meaningful. ALI records are no longer an accurate barometer of 9-1-1 database activity. Instead, the overall population of a 9-1-1 Authority is a better indicator of the number of 9-1-1 capable devices are available to request services.

This Agreement (and any subsequent price adjustments) will be based on the Customer’s County estimated population as represented by the most current U.S. Census estimate (including the most current three-year estimate). As of the contract initiation, this estimate is [xxx,xxx].

In the event that the Customer’s County annexes or otherwise expands its 9-1-1 authoritative boundaries, Customer will notify Datamaster within 30 days of such expansion and a contract addendum will be executed at the then current population-based rate for the new population basis for all County covered areas using the most current U.S. Census estimate.

Annual Software Pricing

DataBond® - DBMS, ALI, LDB, WebDBMS $TBD

Price includes:

DataBond’s ALI and DBMS services including NG9-1-1 Location Database (LDB) capabilities.

Unlimited access for local exchange carriers and PS/ALI customers to the WebDBMS portal.

Full, free access to all County data which can be used for related purposes such as emergency notification systems.

DataBond Installation and Upgrade (one-time fee) $TBD

Upgrade two existing ALI servers

Install and configure a new ALI software on Customer agreed upon County provided server in [insert location]

Payment Terms

Payment shall be in accordance with Appendix A, Section 8 of DIR Contract No. DIR-CPO-4404.

Renewal

These charges will be jointly reviewed on a biennial basis and adjusted up or down by an amount not to exceed TBD% set forth by Appendix C, Pricing Index of DIR Contract No. DIR.CPO-4404.



Telephone numbers for Support

Software and Services Support and Escalation:

First Level: Help Desk: 913-231-5591

Second Level: Dave Wellons: 913-302-6051

Copyright Disclaimer

To the extent allowed by the Texas Public Information Act. This document contains confidential and proprietary information that belongs to 911 Datamaster, Inc.

Using any of the information contained herein or copying or imaging all or part of this document by any means is strictly forbidden without express written consent of 911 Datamaster, Inc.

This Sample Agreement is for informational purposes only; 911 Datamaster, Inc. makes no warranties, expressed or implied in this product summary. The information contained in this document represents the current view of 911 Datamaster, Inc. as of the date of publication. Other product and company names may be the trademarks of their respective owners.

© 2019 911 Datamaster, Inc.

911 Datamaster. Inc. 7500 College Boulevard, Suite 500 Overland Park, KS 66210 P: 913 469 6401 F: 952 212 4625 911Datamaster.com

Documents

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