SCHOOLSITETM EXTENSIONS FOR Esri ArcGIS DESKTOP SOFTWARE

LICENSE AGREEMENT

1. BACKGROUND

The Licensee desires to acquire, and DDP is willing to grant, subject to terms and conditions set forth below, certain rights to use Davis Demographic & Planning, Inc. (DDP) proprietary SchoolSite™ demographic and planning software, together with associated documentation and other instructional and informational materials (hereinafter collectively the "Software").

2. LICENSE

Subject to the provisions herein, and upon payment of DDP's current license fee, DDP grants to the Licensee a nonexclusive, nontransferable license, without the right to sublicense, to use the Software on the number of licensee's computers simultaneously equal to the number of software licenses the Licensee has obtained.

3. SINGLE USE LIMITATION

The license granted above is a "floating use" or "concurrent use" license. This means that a separate license is necessary and checked-out from the “pool” of licenses for each stand-alone computer or workstation on which the Licensee uses the Software. More specifically, the Licensee is authorized to use the Software only on the number of computers for which the Licensee has obtained licenses. One license is required for each concurrent use of the Software on a single computer.

4. INTERNAL USE AND NONTRANSFERABILITY

The Software may not be used to provide outside services of any kind to any third party, in any manner, whether for profit or not-for- profit. The license granted to the Licensee is personal and may not be assigned, transferred, rented, leased, sold, remotely accessed or otherwise made available to any other third party on a temporary or permanent basis unless permitted in writing by DDP. The software may only be used by the Licensee's employees on computers owned by the Licensee and for the sole benefit of the Licensee.

5. INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP

The Software is licensed, not sold. Title to and ownership of all rights and interest in the Software, and all copies of the Software,shall at all times be vested in DDP. Except as provided in section 10, such license does not grant or include any rights, license, or interest in any improvements, modifications, enhancements, or updates to the Software. The Software is protected by copyright including all laws relating to intellectual property and proprietary rights including trade secrets. The Licensee may make one copy of the Software only for backup or archive purposes.

6. CONFIDENTIALITY AND USE RESTRICTIONS

The Licensee agrees to maintain the confidential nature of the Software and protect its confidentiality in the same manner that the Licensee would protect its own confidential information. The Licensee shall not translate, publish, disclose, distribute, decipher, decompile, reverse engineer, disassemble, or modify the Software or allow others to do so. Additionally, the Licensee shall not alter, remove, or obscure any copyright notices or trademarks.

7. LIMITED WARRANTY

DDP warrants to the Licensee that the media on which the software is recorded is free from defects and materials and workmanship under normal use and service for a period of ninety (90) days from the date of delivery of such media. DDP represents and warrants that the unmodified software will substantially conform to the published Documentation.

8. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

THE SOFTWARE, INCLUDING WRITTEN MATERIALS SUCH AS MANUALS AND INSTRUCTIONS FOR USE, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. FURTHER, DDP DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE, INCLUDING WRITTEN MATERIALS, IN TERMS OF ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY THE LICENSEE. DDP DOES NOT WARRANT THAT THE SOFTWARE, ANY DATA, OR DOCUMENTATION WILL MEET THE LICENSEE’S NEEDS, OR THAT THE LICENSEE’S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. THE LICENSEE UNDERSTANDS THAT THE SOFTWARE IS INTENDED FOR USE BY TRAINED PERSONEL AND DDP SHALL NOT BE LIABLE IN ANY MANNER FOR ANY CONSEQUENCES OR DAMAGES DUE TO IMPROPERLY APPLIED DATA OR INCORRECT INTERPRETATION OF ANY RESULTS.

DDP'S ETIRE LIABILITY AND THE LICENSEE'S EXCLUSIVE REMEDY WILL BE, AT DDP'S OPTION, EITHER (A) REPLACEMENT OF THE MEDIA THAT DOES NOT MEET THE LIMITED WARRANTY AND WHICH IS RETURNED TO DDP, OR (B) RETURN OF THE ORIGINAL LICENSE FEE THAT DOES NOT MEET DDP'S LIMITIED WARRANTY PROVIDED THAT THE LICENSEE UNISNTALLS, REMOVES, AND DESTROYS ALL COPIES OF THE SOFTWARE AND DELIVERS EVIDENCE OF SUCH DE-INSTALLATION TO DDP.

EXCEPT AS STATED ABOVE FOR THE MEDIA, THE SOFTWARE, INCLUDING THE WRITTEN MATERIALS, IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOR ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DDP, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND THE LICENSEE MAY NOT RELY ON ANY SUCH INFORAMTION OR ADVICE. NIETHER DDP NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS PRODUCT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTAIL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE (ARISING OUT OF THE USE OF OR INABILITY TO USE SUCH PRODUCTS) EVEN IF DDP HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

9. TERM

This Agreement, and the license granted herein, is effective for a term of one (1) year. The Agreement may be renewed annually for additional terms of one year each, but only if the Licensee pays DDP's then current license renewal fee at least 15 days prior to expiration of this Agreement. License renewal fees include software product updates and are therefore considered a product under IRS guidelines and are subject to local taxes where applicable. The annual license renewal fee is subject to increase upon written notice and shall not increase more than 10% within a three year period. The software is protected by a license server/manager and a license password file, which will terminate every 365 days (1 year) unless the license renewal fee is paid and a new password file is obtained from DDP. The License Agreement will automatically terminate if the Licensee fails to comply with any provision of this License. Upon termination, the Licensee will, within five (5) working days, return to DDP the Software, and any materials relating thereto, including, without limitation, updates, whole or partial copies, codes, modifications, and merged portions in any form. The Licensee's obligations under paragraphs 3, 4, 5 and 6 shall survive termination.

10. UPGRADES AND ENHANCEMENTS

During the term of this Agreement, any upgrades and enhancements that DDP makes generally available to Licensees of the Software will be provided to the Licensee at no further charge. Upon delivery of such upgrades and/or enhancements by DDP to the Licensee, the Software shall be deemed to include such upgrades and/or enhancements and all provisions of this License Agreement, including all restrictions, limitations, and conditions shall apply thereto.

11. ADDITIONAL LICENSES

Additional software licenses may be acquired by the Licensee under the same terms and the Licensee acknowledges that additional license renewal/support fees may be required for such licenses.

12. TRAINING

Training at DDP’s offices for one person is included in the software license fee. Training services for additional persons and/or at Licensee’s site is an additional cost. Davis Demographics & Planning, Inc. has minimum skill requirements for customer personnel who wish to be trained. The Licensee should consult with DDP regarding these required skills. Training is to be provided only by personnel authorized by DDP.

13. NON-HIRE OF DDP PERSONNEL

It is hereby mutually agreed that the Licensee will not solicit for hire any employee(s) of DDP staff without the written permission of the President of Davis Demographics during the license period and for a period of two years after any discontinuance of the license. In the event the foregoing provision is breached, liquidated damages equal to twenty-four (24) months of the employee’s compensation plus any legal expenses associated with the enforcement of this provision shall be paid by the Licensee to DDP.

14. BUNDLED THIRD-PARTY SOFTWARE

The Software provided by DDP under this license may include additional ArcGIS mapping software provided Esri, Inc. The software provided by Esri is subject to appropriate Esri License Agreements. The maintenance and support of Esri software is between the Licensee and Esri.

15. ENTIRE AGREEMENT

This Agreement represents the entire Agreement between DDP and the Licensee and supersedes any prior communications, oral or written, relating to the Software. It may be amended only by a writing executed by both parties. If any of the provisions of this Agreement are found invalid or unenforceable, such provision or provisions shall be deemed deleted; the Agreement shall then be enforced according to the maximum extent permitted by law, and all other parts of this Agreement will remain in full force and effect as written. A waiver of any of the provisions of this Agreement on any one occasion will not be deemed to amend or waive that provision nor any of the other provisions on any other occasion. This Agreement will be governed by the laws of the state of California.