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LICENSE AGREEMENT FOR RODEL SOFTWARE LICENSE AGREEMENT T HIS A G R E E MEN T is made the ;J... ~ day of ~ Two Thousand 7Jtfe BET WEE N THE STAFFORDSHIRE CO~~~CIL and RODEL SOFTWARE LIMITED whose Registered Office is situate at 11 Carlton Close, Cheadle, Stoke-on- Trent in the County of Stafford (hereinafter called "the Licensor") of the one part and City of Clearwater, Florida, a municipal corporation, whose address is Post Office Box 4748, Clearwater, Florida 33758- 4748, (hereinafter called "the Licensee") of the other part. WHEREBY IT IS AGREED: , 1. In this Agreement the following terms shall have the meanings assigned to them: "Licensed Program" means the RODEL program "Designated Equipment" means any personal computer in the possession of the Licensee on which the Licensee is for the time being authorised by the Licensor to use the Licensed Program or if more than one such personal computers which having been networked together preclude the use of the Licensed Program by more than one user at anyone time "Third Party Software" means the APL + DOS Run-Time System owned by APL2000 Inc. to which clause 6 refers and which has been licensed to the Licensor for the purpose of licensing the Licensed Program in the course of the operation of the Designated Equipment 2. (a) The Licensed Program is made available for the use of the Licensee solely upon the terms and conditions of this Agreement. The Licence hereby granted authorises the Licensee on a personal, non-transferable, non-assignable and non-exclusive basis to use the Licensed Program solely on the Designated Equipment PROVIDED THAT the Licence hereby granted does not permit 01 t1 -- .' <:.:- t-L- - L :> \. ) . .' use of the Licensed Program on more than one personal computer at anyone time (b) A separate Licence Agreement is required for use of the Licensed Program on equipment other than the Designated Equipment or for use of the Licensed Program on more than one personal computer by more than one user at any one time 3. The Licensee will pay to the Staffordshire County Council the licence fee for the Licence herein granted in effect at the time of the execution of this Agreement. Payment shall be made before the Licensed Program shall be supplied to the Licensee (otherwise than for demonstration purposes). The licence fee is exclusive of VAT and any other tax of any nature from time to time attaching to the licensing of the Licensed Program 4. Delivery of the Licensed Program to the Licensee will be by post 5. The Licensee shall not:- (a) Copy the Licensed Program or the third Party Software except for a single backup copy (b) Use the Licensed Program otherwise than on the Designated Equipment or by more than one user at anyone time (c) use the Licensed Program without reproducing on any printed material and including at all times and in all circumstances the copyright notices of the Licensor (and those embedded in the Third Party Software) arising from any use of the Licensed Program (d) Assign or sub-licence the Licensed Program or any part thereof nor assign or sub-let any obligation of the Licensee hereunder (e) Reverse compile reverse assemble unlock or disassemble, nor make any alteration to, the Licensed Program or the Third Party software 2 tIJ ~ i" ,. 6. The Licensed Program contains and is driven by the APL +DOS Run Time System (R TS) that was developed by, and is a proprietary product of APL2000 Inc and may contain the CGI*GSS Graphics Drivers, a proprietary product of Ematek GmbH, Cologne, Germany and/or the 386 DOS-EXTENDER, a proprietary produce of Phar Lap Software Inc, Cambridge, Massachusetts, USA. By using the Licensed Program the Licensee agrees to use the RTS subject to the following terms: (a) the RTS may not be reproduced or made available to other parties by any means whatsoever, except that one (1) copy may be made solely for the Licensee's backup purposes, which copy must include the following copyright notice: "Copyright 1997 APL2000 Inc" as well as any other copyright or proprietary notice contained in the RTS; and (b) the RTS may not be modified, reverse assembled, reverse compiled, unlocked or used to create a general APL application development system; and (c) the RTS may not be exported to any country in violation of the United States Export Administration Act 7. (a) The intellectual property and copyright in the original and all copies of the Licensed Program are except as in paragraph (b) below the exclusive property of the Licensor (b) (i) The intellectual property and copyright in the Third Party Software are the property of APL2000 Inc (ii) The Licensed Program utilises relationships developed by the Transport Research Laboratory of the Department of Transport the intellectual property and copyright in which is the exclusive property of the Secretary of State for the Environment Transport and the Regions and from whom the Licensor has a non exclusive licence for the purposes of the Licensed Program (c) The Licensee shall not by any deliberate or negligent act or omission on his part or caused by him or on his behalf infringe any copyright or 3 ~ r' ,_ ~. intellectual property in the Licensed Program to whomsoever the same may belong 8. (a) The Licensee will not disclose or otherwise make available the Licensed Program or any portion thereof to any person other than the Licensee's employees. The Licensee will take appropriate action fully to satisfy its obligations under this Agreement with respect to the use copying protection and security of the Licensed Program (b) The Licensee will not use or disclose all or any part of the Third Party Software or the proprietary information therein otherwise than in accordance with the terms of this Licence. 9. (a) The Licensed Program will for a period of 90 days from delivery conform to the Licensor's published product brief therefor. However, the Licensee acknowledges that the Licensed Program is of such complexity that it may have inherent defects and agrees that as the Licensee's sole remedy the Licensor will provide services during such 90 day period to correct those documents failures to confirm to such product brief which the Licensor's diagnosis indicates are caused by a defect in an unaltered version of the Licensed Program. The Licensor does not warrant the result of any such services or warrant that the functions contained in the Licensed Program will meet all or any of the Licensee's requirements or will operate in the combinations selected by the Licensee (b) Except and to the extent expressly provided for in clause 9 (a) the Licensed Program is licensed on an "as is" basis without support services and no representation or warranty of any kind express or implied, (including, but not limited to, any warranty of merchantability or fitness for a particular purpose) is made or given. The Licensee assumes full responsibility for the selection use and performance of the Licensed Program (c) The said express warranty is in lieu of all liabilities or obligations of the Licensor for damages arising out of or in connection with the delivery use or 4 .O(l .' f performance of the Licensed Program 10. (a) The Licensee hereby agrees that the Licensor's liability, if any, for damages including, but not limited to, liability arising out of contract, negligence, strict liability in tort, or warranty, shall not exceed the charges paid by the Licensee for the Licensed Program. This limitation of liability shall not apply to claims for death or personal injury caused solely by the Licensor's negligence. The Licensee further agrees that the Licensor will not be liable for any lost data or business or profit of goodwill or for indirect or consequential loss or for any claim against the Licensee by any other party, and that the Licensor will not be liable for any damages (other than as referred to above) whether direct, indirect, special, consequential or incidental (b) No action against the Licensor ansmg out of or incidental to the transactions under this Agreement may be brought by the Licensee against the Licensor more than one year after the cause of action has occurred (c) Nothing in this Clause shall apply to any matter to which Clause 14 applies 11. This Agreement shall be governed by and construed in accordance with the Laws of England 12. If any of the provisions of this Agreement are void under any applicable statute or rule of law then they are to that extent (but not further or otherwise) deemed omitted here from 13. The procurement of Designated Equipment or sufficient capacity IS in all respects the responsibility of the Licensee 14. (a) The Licensor agrees to protect and save harmless and defend at its own expense the Licensee from and against any and all claims of infringements of patents, trade marks, industrial designs, copyrights or other property rights 5 4'0 .. ~ ~ - .. affecting the Licensed Program PROVIDED THAT (i) the Licensee shall not have done, permitted or suffered to be done anything which may have been or become an infringement of any rights in any patent, trade mark or other rights as hereinbefore provided, and (ii) the Licensee shall have exercised a reasonable standard of care in protecting the same; failing which the Licensee shall indemnify the Licensor or the Owner (as the case may be ) against all actions, proceedings, costs, claims and expenses incurred in respect thereof (b) The Licensee undertakes that the Licensor or the Owner shall be given prompt notice of any claim specified in (a) above that is made against the Licensee and the Licensor or the Owner shall have the right to defend any such claims and make settlements thereof at its own discretion and the Licensee shall give such assistance as the Licensor or the Owner may reasonably require to settle or oppose any such claims (c) In the event that any such infringements occur, the Licensor or the Owner may at its sole option and expense; (i) procure for the Licensee the right to continue using the Licensed Program or the infringing part thereof; or (ii) modify or amend the Licensed Program or infringing part thereof so that the same becomes non-infringing; or (iii) replace the Licensed Program or infringing part thereof by other software of similar capability; or (iv) repay to the Licensee the licence fee relating to the whole or the infringing part of the Licensed Program (d) The provisions of this Clause 14 shall be the sole and exhaustive exclusive remedy of the Licensee in the event of any matter to which sub-paragraph (a) hereof applies 6 Id ..... t-"~ ~ AS WITNESS the hands of the duly authorised officer of the said STAFFORDSHIRE COUNTY COUNCIL, the duly authorised officer of RODEL SOFTWARE LIMITED and the duly authorised representative ofthe Licensee the day and year first before written SIGNED by a Deputy Clerk on behalf of the Staffordshire County Council SIGNED by R.B. Crown on behalf ofRODEL SOFTWARE LIMITED in the presence of:- ~i~- .j f'v\ - ~. Witness CITY OF CLEARWATER, FLORIDA ~.+J.--xc William B. Horne, II lUL~rim City Manager Approved as to form: Attest: ~1Ld-~0wL ~C~ ia ~ GO~dea,u) . - (j . CIty Clerk,. . . . . . Leslie K. Dougall ides Assistant City Attorney 7 A() ...l~N(S€/~ILC- :.. "__H' .____,__. 7Ar's I~Q ll:e~ rycee",,~ ~t J'\ 'e-erls S'JIl<$/ bu~rLl . 'Y--NMke. . A f 1Je5'Jll'('.~f.'o" ...'00-., .,!J..~, ?oLi^--cit!#c>u'tn G~fN\,t!k'e (Y--~~fl/aj"r~e~ .... ;yr~:e -~~Aq!:f/b;:~:-:;:;::of~r'L .__n/1\~ clel&o\.l'C___...I2(')~t.dc;6ov1:..J-f_ /} ,.C /ryr4'~ .., ikf.^e. d-e~~/~7Av(Jte /1e.ecl~~ n... .tite.-;;'c~~......~Ce,n~YIf\.dr 1- S/',v..;-j ac .7b.,.iNtOS/ ._.o~.ec .s;(jff~'I-~rcit.~ .ft~.I-j;u..C()s?S ~g~ CJ n.y.-cue.. a r~ /?.cLJ0J~r. / s.r t:JC/T- ~/I.<: u.A f) U '1..of6 ~ 0 vt- . C II? /JIof-.S-<!.Cf;~m ;Z :.711-ed. ('3- rlr.f7-r.'Ver . .. S'v,^ofvr... J j" -r_ 1& t.}y /"'0 <J-J .~. .. Sf''cL /I'.~ <..!r. ... . ~..... . 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