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HomeMy WebLinkAboutCarmel/Indiana Supreme Court/CPD (4) APPROVED TO FORM gY_ SOFTWARF LICENSE AGREEMFNT THIS SOF I WARE I ICrNSt AGRI EMI Nf (the Agreement is entered into as of this Ste` day of s44 G.ra.(t 20 Q' (the Effective Date. by and between the Indiana Supreme Court throu,,,g�h Its Division of State Court Administration `Licensor and Cr of &tr41rl, ear+wl Pol n Dep Licensee Recitals_ WIIERI AS Licensor is the owner of certain computer software designed to facilitate communication between law enforcement agencies regarding driver information known as the Electronic Citation and Warning System which is identified in Exhibit A and referred to in this Agreement as eCWS and WI IFRLkS Licensee desires to obtain a license to use the eCWS pursuant to the terms and conditions set forth herein and WIILRrAS Licensor agrees to grant Licensee a license to use the eCWS pursuant to the terms and conditions set forth herein Agreement Now ntrarl GRr for and in consideration of the mutual covenants and agreements of the parties and for other good and valuable consideration the receipt adequacy and sufficiency of which are hereby acknowledged the parties agree as follows 1 Definitions The following definitions shall apply to this Agreement (a) `Documentation means the written materials in any form relating to the eCWS and provided to Licensee by Licensor (b) eCWS means the Electronic Citation and Warning System software in object code form identified on Exhibit A attached hereto and made a part hereof (c) 'Licensed Material means the eCWS and Documentation prodded to Licensee by Licensor (d) Territory means State of Indiana' 2 License, Ownership and Restrictions 2 I As of the Effective Date and subject to the terms and conditions of this Agreement Licensor hereby grants to Licensee and Licensee hereby accepts a royalty free, non exclusise license to use the eCWS and Documentation in the Territory for Licensee s internal business purposes only 2 2 Licensee shall not modify or sublicense the eCWS 2 3 Nothing contained herein shall be construed as the relinquishment on the part of Licensor of any of Licensor s ownership interest in the Licensed Material 3 Consideration 3 I As partial consideration for the licenses granted herein Licensee shall submit to Licensor no later than two (2) days follow ing the issuance of a citation or warning all traffic ticket data obtained by Licensee through the use of the eCWS so that Licensor may include such data in the eCWS database maintained by Licensor 4 Term and 1 ermination 4 I This Agreement and the license granted hereunder shall commence on the Effective Date and shall unless earlier terminated pursuant to Section 4 2 hereof' continue for a period of one (1) year from the Effect's e Date Initial Term At the expiration of the Initial Term this Agreement shall automatically renew for additional one (1) year periods Renewal Terms unless one of the parties hereto notifies the other in writing at least thirty (30) dais prior to the end of the Initial term or any Renewal Term of its election to terminate this Agreement If such written notice is given, then this Agreement shall terminate without further notice at the end of the Initial Term or Renews) Term in which such notice w'is given 4 2 Licensoi may terminate this Agreement upon thirty (30) days advance written notice to Licensee if Licensee commits a material breach of any term or condition contained in this Agreement and fails to remedy the same within thirty (30) days after such written notice Such written notice shall specifically identifs and describe the nature of the breach and demand that the breach be remedied 4 3 Either party may terminate this Agreement by written notice to the other party if bankruptcy insolvency or reorganization proceedings or other proceedings analogous in nature or effect are instituted by or against the other party the other party is dissolved or liquidated (whether voluntarily or involuntarily) a receiver or trustee is appointed for all or a substantial part of the assets of the other party or the other party makes an assignment for the benefit of creditors 4 4 Upon any termination or expiration of this Agreement the license granted hereunder shall immediately terminate and Licensee shall cease using the Licensed Material and at the discretion of Licensor Licensee shall forward to Licensor all written or electronic materials containing the Licensed Material 4 3 Notwithstanding a termination of this Agreement for any reason Sections 5, 7 8 and 9 shall survive the termination of this Agreement 5 Confidentiality 5 1 For the purposes of this Agreement Confidential Information means information of a non public nature regarding the current and /or planned activities and business of Licensor including without limitation concepts, techniques systems, designs computer programs formulas development or experimental work inventions cost data business strategies personnel information and financial information Confidential Information does not include information that is (r) in the public domain at the time of disclosure or (ii) information received by Licensee from a thud party provided that such information was not obtained by said third party directly or indirectly in breach of obligations of confidentiality, or (m) information that Licensee shows by sufficient written evidence that was in its possession or already known to it at the time of disclosure or (Iv) information that Licensee shows by written evidence was indirectly developed by the 1 icensee s ithout use or reference to the Confidential Information 5 2 Dunng and subsequent to the term of this Agreement Licensee its agents and employees shall not make any unauthorized use or disclosure of any knowledge or information of a confidential or proprietary nature concerning the Licensed Material or the Confidential Information and shall refrain from any acts or omissions that would reduce the value of such Licensed Material and Confidential Information to Licensor or that would deprive or tend to deprive Licensor of trade secret or other intellectual property protection with respect to such Licensed Materials and Confidential Information 6 Financial Terms 6 1 Each party is responsible for its own tapes duties and other governmental fees or assessments under this Agreement including sales or use taxes based on gross revenue or gross income 7 No Warranties 7 I 1 HE LICENSED MATERIAL IS PROVIDED AS -IS WITHOUT ANY WARRANTY WHATSOEVER LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT r 8 Limitation of Liability 81 IN NO EVENT SHALL El 1 HER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRCCI INCIDENTAL SPECIAI CONSEQUENTIAL EXEMPLARY PUNITIVE OR RLLIANCE DAMAGES (INCLUDING WITHOUT LIMITATION LOST OR AN1ICIPATED REVENUES OR PROFITS) ARISING OUI OF THIS AGREEMENT OR I ICENSEE S USE OF T11E ECWS ON ANY THEORY Of LIABILITY EVEN IF SUCH PAR IS ADVISED OF 1 HE POSSIBILITY OF SUCH DAMAGES 82 LICENSOR SHALL NOT BE LIABLE TO LICENSEE FOR ANY DIRECT DAMAGES ARISING OUT or THIS AGREEMENT OR LICENSEE S USE OF THE LICENSED MA fERIAL 9 Miscellaneous 91 This Agreement shall in all respects be governed by the laws of the State of Indiana (regardless of the laws th -t might be applicable under pnnciptes of conflicts of law) 92 This Agreement may be executed in any number of counterparts and may be executed and transmitted by facsimile All counterparts shall collectively constitute one and the same agreement 93 Neither partv shall be in default of this Agreement or be liable for any delay or failure in performance resulting directly or indirectly from an cause beyond its reasonable control, provided however that either party who fads because of force majeure to perform its obligations hereunder shall upon the cessation of the force malcure, take all reasonable steps within its power to resume compliance under the Agreement with the least possible delay 94 Neither pert) may assign or otherw Ise transfer this Agreement or any other rights or obligations herein without the express written consent of the other party which consent shall not be unreasonably withheld This Agreement shall be binding upon and inure to the benefit of each of the parties hereto their successors and assigns 9 This Agreement does not appoint Licensee as an agent or legal representati'ie of Licensor for any purpose whatsoever nor shall an provision herein be construed to place the parties in a relationship of partners or joint venturers Licensee is granted no right or authority under this Agreement to assume or create any obligation or responsibility for or on behalf of Licensor or to otherwise bind Licensor or to use the Licensed Marks of Licensor s name other than as may be expressly authorized by Licensor 96 This Agreement shall supersede all previous communications between the parties hereto with respect to the subject matter contained herein Including but not limited to any prior agreement proposal correspondence or oral discussion relating to the JUL -21 -2009 10 21 From To 813175712484 Page 8/17 subjcct matter haw! Neither Liu.mor nor I- marmite has entered into this Agreement in re.hanit, upon any representation, warranty, covenant or undertaking of the, other p trty that m not set out or rt.lerrul to m this Agreement 9 7 This Agreement may be modified or amended only by the wntten agreement of the parties specifically referencing this Agreement 9 8 1t any provision ut this Agreement is held to be illegal invalid or unenforceable in any respect, then the parties hereto shall substitute such provision with a legal valid and enforceable provision which attempts to obtain the same result as thc provision declared Illegal invalid or unenfniceahle I he provisions hereof arc sc.vi -rabic and in the event any provision of this Agreement is held to be Illegal invalid or unenforceable in any respect then the remaining pmsisions of this Agreement shall remain binding on Licensor and Licensee 9 9 No failure or delay on the part of either partv in thc exacts'. 01 any power or nght hereunder shall operate as a w Elver thereof No single or partial cxcruse at any right or power hereunder shall operate as a waiver of such right or of anv other nght or power The coiner by other part) of a breath of anv provision of this Agreement shall not °peaatt. or be construed as t waiver of any other or subsequent breach hereunder 9 10The dc.scnptivc, hteadmgs of rho several Sections of this Agreement are inserted for convcnuau.c. only and do not constitute a part of this Agreement 911 Any notuA, ur other communications required or permitted hereunder shall be sufficiently gm en if m wnting and delivered personally or sent by facsimile Federal Express (or other similar reputable third party delivery service), registered mall or certified mail, postage prepaid and addressed as noted in the preamble of this ALmxmcnt IN WITNESS WHEREOF the parties hereto have executed this Agreement Indiana Suprem Court -Div of State, Court City of Carmel Police Department Administration ("Licensor Licensee') Signature Signature /�n'� printed Printed 4" Title Title 1043092i 4 61,40 IN WITNESS WHEREOF the parties hereto have made and executed this Agreement as follows CITY OF CARMEL INDIANA by and through its Board of Public Works and Safety By By it/11 LPr¢+6Pn James Brainard Presiding Officer Authorized Signature Date Printed Name V M ry Ann u Q ne%2 M ember Date —AP Title iv Lori Sr!!! Member FIDITIN Date SyS /n' SSN if Sole Proprietor ATTEST A/��� Date kili IS4 JA'k30 Diana Cordray IAMC Clerl Treasurer Date S(l5 /n9 1 IZiE Belly Deem Mr by MA SmnFO MMG Sw REV bL6M7 71111IDIB 1191 AI.Q