HomeMy WebLinkAboutLakewood, City of - Software License Agreement SOFTWARE LICENSE AGREEMENT
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This Software License Agreement ( "Agreement ") is made this / G� day of — , 201, by
and between City of Lakewood ( "Licensor ") and e,'fy of y k,'er,A( "Customer ").
Definitions
a. Software. Shall mean the Public Disclosure Request and Tracking System, the source
code, and the documentation already provided.
b. Tailoring Changes. Shall mean those changes made for Customer's own business use
of the software, such as the Licensor name, emblem, and other minor adjustments to
enable Customer's current, normal business practices.
2. License Grant
a. License. The parties agree that Licensor is the sole distributor of software. Subject to
the terms and conditions of this Agreement, Licensor grants Customer a perpetual,
nonexclusive, nontransferable license to use "the Software" at the installation
Address set forth below.
b. Restrictions. Customer agrees to use the Software only for Customer's own business.
Customer shall not 1) use the Software to provide services under any name other than
that of Customer; ii) use the Software to process the data of third parties without
Licensor's prior written consent; iii) modify or change the software without
notification to the Licensor.
c. Material Terms and Conditions. Customer specifically agrees that each of the terms
and conditions of this Section 2 are material and the failure of Customer to comply
with these terms and conditions shall constitute sufficient cause for Licensor to
terminate this Agreement. The presence of the Subsection 2c shall not be relevant in
determining the materiality of any other provision or breach of the Agreement by
either party.
3. Deliverables Customer acknowledges that items are provided by licensor "as is ":
a. Software. Licensor shall provide Customer one executable copy of the Software's
computer program.
b. Documentation. Licensor shall provide Customer one copy of the available
documentation. Customer is allowed to copy the documentation for internal uses
only.
4. Installation, Conversion, Maintenance, and Training Customer shall be solely
responsible for decisions regarding Software's suitability for Customers planned use, the
installation of the software, any data conversion, system maintenance, and provide
training to its employees pursuant to industry standards and the provided documentation.
Customer is informed that as a ASP.NET web application, the software needs 8
megabytes minimum of hard drive space and industry standards for running ASP.NET
web applications to function at an acceptable level.
Software License Agreement
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5. Ownership/Title
a. Title. Customer agrees that Licensor owns all copyright, trade secret, patent,
trademark, and other proprietary rights in and to the Software, including all
modifications thereto.
b. Transfers. Under no circumstances shall customer sell, license, publish, display,
distribute, or otherwise transfer to a third party the Software or its documentation, or
any copy thereof, in whole or in part, without Licensor's prior written consent.
6. Confidential Information Customer agrees that the Software contains proprietary
information, including trade secrets, know -how, and confidential information, that is the
exclusive property of Licensor. During the period this Agreement is in effect and at all
times after its termination, neither Customer, its agents or its employees shall in any
manner use, disclose, display, sell, license, or otherwise make available or communicate
this information to third parties; nor use such information except as authorized by this
Agreement. Customer agrees to take all necessary action to protect the confidential and
proprietary information included in the Software, including appropriate instruction and
agreement with its employees. The City of Lakewood is subject to the Washington State
Public Records Act which requires the City to disclose, upon request, any document
related to city business unless exempt. Should the City receive such a request for this
contract, the City will comply with the Public Records Act.
7. Warranties Licensor warrants that is has clear title to the Software. Licensor further
warrants that the Software, as provided for installation, if installed and used by Customer
in accordance with the Software documentation, will substantially perform the functions
set forth in the documentation for a period of ninety (90) days. CUSTOMER
ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE IS AT ITS
SOLE RISK. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WARRANTIES AS TO MECHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
8. Consequential Damages Licensor shall not be liable to Customer for indirect, special,
incidental, exemplary, or consequential damages (including, without limitation, lost
profits) related to this Agreement or resulting from Customer's use or inability to use the
Software, arising from any cause of action whatsoever, including contract, warranty,
strict liability, or negligence, even if Licensor has been notified of the possibility of such
damages.
9. Limitation of Recovery Under no circumstances shall the liability of Licensor to
Customer exceed the amount paid by Customer to Licensor under this Agreement.
10. Assignment Customer shall not assign or otherwise transfer the Software or this
Agreement to anyone, including any parent, subsidiaries, affiliated entities or third
parties, or as part of the sale of any portion of its business, or pursuant to any merger,
consolidation, or reorganization, without Licensor's prior written consent.
Software License Agreement
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11. General Provisions
Governing Laws. The laws of the State of Washington hereunder shall govern this
Agreement and performance. Any suit brought by either party arising out of this
Agreement shall be in a court of competent jurisdiction in Pierce County, Washington.
Indemnification. It is understood and agreed that this Agreement is solely for the benefit
of the parties hereto and gives no right to any other party. Customer will indemnify,
defend, save, and hold harmless Licensor from and against all damages, losses, costs, and
expenses (including actual legal fees and disbursement), fines and liabilities incurred by
or awarded, asserted, or claimed against Licensor in connection with Customer's
activities under this Agreement or otherwise in connection with the Software including
claims brought by a person using or relying upon any advice given or publication
produced or distributed by Customer, even if such claims arise as a consequence of the
negligence of Licensor.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable under
any applicable statute or rule of law, it is to that extent to be deemed omitted. The
remainder of the Agreement shall be valid and enforceable to the maximum extent
possible.
Waiver. The waiver or failure of either party to exercise in any respect any right provided
for in this Agreement shall not be deemed a waiver of any further right under this
Agreement. No term or condition of this contract shall be held to be waived except by the
mutual, written consent of both parties.
Complete Agreement. The parties agree that this Agreement is the complete and exclusive
statement of the agreement between the parties, which supersedes and merges all prior
proposals, understandings, and all other agreements, oral or written between the parties
relating this Agreement.
Modifications. This Agreement may be modified or amended by the mutual written
consent of both parties.
Force Majeure. Neither party shall be in default or otherwise liable for any delay in for
failure of its performance under this agreement if such delay or failure arises by any
reason beyond its reasonable control, including any act of god, any acts of the common
enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures of delay,
transportation of communications, or any act offailure to act by the other party or such
other party's employees, agents or contractor; provided, however that lack of funds shall
not be deemed to be a reason beyond a party's reasonable control. The parties will
promptly inform and consult with each other as to any of the above causes, which in their
judgment may or could be the cause of a delay in the performance of this Agreement.
Software License Agreement
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Each party acknowledges it has read and understood this Agreement and agrees to be
bound by its terms.
AGREED:
CITY OF LAKEWOOD CUSTOMER
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Andrew i tz, Cit Manager Tit e: Aic-r4.4'► /PA /iyr
Date: � f/ Date: �Zff2i/!
Attest
cmcoNTRACr NO:
. &oll-
-Z7291 RESOLUTION NO:, Vil
Alice Bush, MMC, City Clerk
Approved as to Form:
l! A l / /// /. .1 j
Heidi . • C achter, City Attorney
Software License Agreement
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