Loading...
PSI SOFTWARE LICENSE J, ~ I I PSI SOFIW ARE UCENSE TIllS SOFIW ARE LICENSE AGREEMENT (this "License Agreement") is made and entered into this 30 day of May, 1995, by and between the CITY OF CLEARWATER, FLORIDA (the "City"), LOGISTIC SYSTEMS, INC., a Montana corporation, PUBLIC SAFETY TECHNOLOGY, INC., a VIrginia corporation, and PSI INTERNATIONAL, INC. ("PSI"). WITNESSETH WHEREAS, the parties hereto entered into a Contract for Computer System and System Integration Services dated ~ '1 :1 2> . 1995 (the "Master Agreement"); and WHEREAS, such Master Agreement provides that PSI grant a perpetual, unlimited user license to the City; and WHEREAS, PSI is desirous of providing such license to the City in accordance with the provisions herein; NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which is hereby acknowledged, the parties agree as follows: AGREEMENT 10 The above recitals are true and correct and are incorporated herein by this reference. 2. This License Agreement shall incorporate all terms and conditions of that certain "Contract for Computer System and System Integration Services" by and between City of Clearwater, Florida, and PSI International, Inc." dated (l/\(JLf 30 . 1995, the Software Maintenance Agreement, the Hardware Maintenance Agreement, the City's RFP, and PSI's response proposal copies of each of which are attached hereto and incorporated herein by reference. 30 DEFINITIONS 0 For purposes of this License Agreement, the following definitions shall apply: 3.1. "Licensed Software" means all of psrs, and psrs subcontractors, computer programs, Software, and derivative works (including all modifications and enhancements made thereto by or for either PSI or the City) and includes all related documentation, user and reference manuals, and training aids received by the City from PSI or its subcontractors pursuant to this License Agreement, as defined in the RFP and Proposal. /".'. / ;' ,. { /"" '- (i/ . ~ ; I I 3.2. "Designated Equipment" means the hardware unit that is specified for use with the Software licensed herein and all upgrades or replacement unites) provided or approved by PSI, which approval shall not be unreasonably withheld. 3.3. "Media" means tape, hard disk, or any other type of computer storage device. 4. LICENSE AND TERM. 4.1. . PSI warrants that the Licensed Software and related materials set forth are the property of PSI or licensed by PSI from third parties for remarketing by PSI. 4.2. The City understands and agrees that when acquiring products comprised partly or wholly of a license, the City is acquiring only a non-exclusive license to use the Software and not ownership of the Software underlying the license. The City further agrees that the provisions of this agreement apply to any modifications or enhancements of the Software provided to the City by PSI under the Software Maintenance Agreement. 4.3. Termand Scope ofLicenseo This license is for unlimited users of the City, and is perpetual and non-revocable, and shall permit the City to operate the Licensed Software on any hardware provided or approved by PSI or any of its subcontractors. There is no requirement to return copies of software or documentation to PSI for so long as the license remains in force. 5. SOURCECODE 5.1. At the time of system installation, prior to system acceptance, PSI International, Logistic Systems, and Public Safety Technologies ("Licensors") will deliver compatible computer tapes containing one or more files that together constitute the entire system source code. Documentation describing the tape layout (files and format) and identifying third party software required by the system, such as compilers and specialized function libraries, will accompany the tape. The tape and associated documentation, (hereinafter known as the "System Source Material") will remain the property of the Licensors. 5.2. The Licensors will provide the City with a new System Source Material once a year, or as required by new system releases as long as the City is under the attached Software Maintenance Agreement. 5.3. At the initial time the System Source Material is provided to the City, Licensors and the City will jointly undertake the following System Source Material Test ("Test"). Licensors will download the tape's contents and temporarily load the third party software identified in the documentation on to the Designated Equipment. Licensors will compile the system and demonstrate to the City that the newly compiled programs operate as specified. Following the satisfactory completion of the Test, Licensors will remove the software installed for the test from the Designated Equipment, including the tape's content and any third party software 0 The tape with associated documentation will be provided to the City. 2 : I I I 504. In subsequent years, Licensor will only conduct the Test at the request of the City. . The City will reimburse Licensors for any travel expenses associated with the Test. Old copies of the System Source material will either be returned to Licensors or destroyed. 5.5. The City will lock the System Source Material in a vault in a mutually accepted location for safekeeping and clearly label the System Source material as proprietary, protected information of Licensors. The label will not be removedo Access to the System Source Material shall require the contemporaneous signatures of the designated police department representative and an attorney from the City's legal department. All access to the System Source material while under the City's control including, but not limited to inspection, removal and backup will be logged. The log will identify the date and time of access, the person(s) accessing the tape and the reason for access. Licensor will be able to review the log on demand. 5.6. The City will instruct its employees, agents, sub-contractors, and any other staff that the System Source material is valuable, proprietary, protected property of Licensors. 5.7. The City will not duplicate or otherwise copy the System Source Material without the prior written permission of Licensor so All copies and backups of the System Source Material will be destroyed immediately upon verification of the backup or copy. The System Source Material may not be placed on disk for the purpose of backup or copy. At anyone time, there will only be one copy of the System Source Material in the City's possession. 5.80 The System Source material will only be removed from the vault and the information contained therein made available to the City if 1) Licensors are unable to provide adequate maintenance of the system due to insolvency, bankruptcy or purchase or 2) Licensors are not capable of maintaining the system according to their contractual obligations. 5.9. The City must provide Licensors with written notice, via certified mail, return receipt requested of its intent to exercise its option to use the System Source Material stating the reasons for its actions. Licensors will have thirty (30) days to remedy the situation after it receives the notice. In the event that Licensors do not satisfactorily remedy the City's concerns, the City may exercise its option to use the System Source Material. If the City exercises this option, the System Source material will remain the property of Licensors and will not be made available to any other third party 0 The City, however, will be able to modify the System Source Material to fit its requirements. 5.10. The City shall use its best efforts to promptly recover and assist the Licensors in promptly recovering the System Source Material in the event that the System Source Material is released in violation of this Agreement. 6. NO COPIES AND RESTRICTED USE. 3 I _ I I 6.1. The City shall not utilize the Licensed Software in connection with, or on any equipment other than the Designated Equipment, except as otherwise expressly provided in this License Agreement, or with written consent of PSI. 6.2. The City shall not make, have made, or permit to be made by its employees or third parties, any copies of verbal or media translations of the Licensed Software and other files merged with the Licensed Software, in whole or in part, for any reason, except as permitted by the individual software's shrink-wrap license or as otherwise stated herein. 6.3. Except as otherwise provided herein the City shall not and shall use its best efforts to prevent its employees or third parties to, reproduce, recreate, generate, reconstruct, reverse-engineer, or disassemble any portion or version of the Licensed Software, or attempt any of the foregoing, or aid, abet, or permit others to do so. 6.4. In the event that, and for only so long as, the City's Designated Equipment is malfunctioning, or not operative, the City may transfer to and make usage of the Licensed Software on substitute equipment. For the purposes of this paragraph 'hot operative" shall not include hardware which has simply been shut off or is not being used. 6.5. The City acknowledges that unauthorized reproduction or use of Licensed Software is a breach of a material obligation of this License Agreement. 6.6. Prior to disposing of any media or Designated Equipment, the City will ensure that any Licensed Software contained on such media or stored in such Designated Equipment has been completely erased or otherwise destroyed. 70 CONFIDENTIALITYo 7.10 The City acknowledges that PSI owns or represents all copyright and other commercial rights to the Licensed Software and supporting documentation, and.acknowledges that the Licensed Software and its supporting documentation are trade secrets. The City expressly agrees that the Licensed Software, its supporting documentation, and the System Source Materials are trade secrets as defined in Florida Statute 812.081 The City acknowledges that PSI owns the right to the tradenames associated with the Licensed Software. 7.2. The City agrees that only archival copies and emergency backup copies of the Licensed Software and technical documentation may be made, and that all such copies are the property of PSI, subject to the terms of this License Agreement. 7.3. PSI agrees that in the event PSI, for whatever reason, cannot maintain the Licensed Software, or fails to maintain the Licensed Software to the satisfaction of the City, that the City shall then have the right to employ a third party to maintain the Licensed Software, notwithstanding any other provision herein to the contrary. 704. The following notice shall be reproduced on all printed copies or media containing copies: 4 t I I I 'This program is a trade secret of PSI. Possession and use of this program must conform strictly to the License Agreement between the City and PSI, and possession does not convey any right to disclose, reproduce, or permit others to use the program without specific written authorization of PSI." 7.5. The following notice shall appear on program copies and on all copies of supporting copyrighted documentation: "Copyright By PSI INTERNATIONAL, INCORPORATED All Rights ReseIVed" 7.60 Notwithstanding the foregoing, and subject to the above notice, the City may make such additional copies of user manuals as is required for proper operation of the Licensed Softwareo 707. The City agrees that, except as otherwise provided herein, it will not disclose or make available, directly or indirectly, all or any portion of the Licensed Software and/or the supporting documentation to any person other an employee, agent, or contractor of the City who is involved fu the use of the Licensed Software. The City agrees to take reasonable measures to insure that its employees keep the Licensed Software and its documentation confidential. 8. PROPRIETARY INFORMATION. 8.1. The City acknowledges that, in the course of perfonning its respective obligations hereunder, it will be receiving information which is proprietary and confidential to PSI and which PSI wishes to protect from public disclosure. 'Proprietary Information': as used herein, includes all information disclosed at any time before, after, or at the time of execution of this License Agreement between the parties relating to the Licensed Software (including, but not limited to, any techniques or processes used in creating the Licensed Software; all intellectual and intangible property rights of the parties thereto; and any other information which has been or will be disclosed between the parties relating to their respective businesses, products, marketing and sales plans, financial status, product development plans, strategies, and the like). 8.20 The City agrees to hold such proprietary information in confidence and not disclose it, except to employees or contractors to whom disclosure is necessary, or as otherwise provided herein, and to use reasonable efforts to prevent inadvertent or unauthorized disclosure to any third party. 8.3. The City agrees to maintain the Licensed Software in such a manner, as is reasonably practicable, as to prevent its unauthorized disclosure and/or copying. The City agrees to notify PSI of any unauthorized use, copying, and/or disclosure of the Licensed Software and further agrees to take such action as is reasonably practicable, and is necessary to prevent 5 I I further use, copying, and/or disclosure by any third party which has gained access to the Licensed Software. Nothing in this License Agreement shall be interpreted as placing any obligation of confidentiality on a party with respect to any Proprietary Information that (i) can be demonstrated to have been in the public domain as of the effective date of this License Agreement, or comes into the public domain during the term of this License Agreement through no fault of such party; (ii) can be demonstrated to have been independently developed by such party; or (ill) is rightfully received by such party from a third party not under an obligation of confidentiality to the other party hereto with respect thereto. 8.40 Relief. Since unauthorized use, copying or other transfer of the Licensed Software or any proprietary information will diminish substantially the value ofit to PSI, its affiliates, and its suppliers of the trade secrets and proprietary rights that are the subject of this License Agreement, if the City breaches any of its obligations with respect to limited use or confidentiality of the Licensed Software as provided in this License Agreement, PSI shall be entitled to seek equitable relief to protect its interests therein or make seek damages if such damages are caused by the negligence or willful misconduct of the City. 90 GENERAL PROVISIONS 9010 All covenants, representations, and warranties contained in the Master Agreement which are applicable to this License Agreement shall survive termination of the Master Agreement. 9.2. City may not assign, pledge, or sublicense the Licensed Software or any rights granted under this License Agreement without PSI's express prior written consent. PSI cannot assign, pledge, or transfer or otherwise assign its obligations or rights to this License Agreement without the City's prior written consent. 9.3. Non-PSI Licensed Software. The terms of any end user license of any third party software products provided to City under this License Agreement, shall take precedence over the terms contained hereino 9.4. The waiver of any term under this License Agreement by either party is not a waiver of any other term or the waiver of the same term at any other time. Any waiver must be in writing and signed by the party making the waiver. 9.5. The section headings of this License Agreement are used for convenience and shall not be used to construe or interpret the substance of this License Agreement. 9.6. The persons signing below represent that they are duly authorized to execute this License Agreement on behalf of the party for whom they are signing. 907. All provisions herein, including, without limitation, all representations, warranties and covenants expressed in the Master Agreement, shall survive termination of such Master Agreement. 6 I I, I I I 908. Should either party employ-an attorney or attorneys to enforce any of the provisions hereof, or to protect its interest in any matter arising under this License Agreement, or to recover damages for the breach of this License Agreement, the party prevailing shall be entitled to recover from the other party all reasonable costs, charges and expenses, including attorneys' fees and costs through appeal, expended or incurred in connection therewitho 9090 This License Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. Venue for any litigation arising out of this License Agreement shall vest in Pinellas County, Floridao (The rest of tms page is blank) ~ - 7 I I IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed as of the day and year first written aboveo 1dk~ - Rita Garvey ~ Mayor-Commissioner. . . By: ~lizabeth M. 0 Deptula ~ity Manager App oved as to orm and legal sufficiency: ~ Attest: ~~ tuvICynthia E. () City Clerk Pamela K. Akin City Attorney PSI International, Inco rakash Mehta Vice President of Finance _ AttestS9A20~.. ....... e~~ ByL~ Naf.e: .1 lSrl..(l;"/ ~~ijUS 1~61t.rL Title: fa t.~ lot vU ,- Logistic Systems, Inco Public Safety Technology, Inco By: Name: Title: 8 t;., . I I PSI INTERNATIONAL, Inc. - 10306 Eaton Place, Suite 400 Fairfax, Virginia 22030 Tel: (703) 352-8700 Fax: (703) 352-8236 June 12, 1995 By Federal Express Deputy Chief Dewey Williams Service Bureau Department of Police City of Clearwater 644 Pierce Street Clearwater, Florida 34616-5495 Dear Deputy Chief Williams: Enclosed please find a single fully executed copy of the software license that accompanies PSI's contract for system integration services with the City of Clearwater Floridao This copy includes signatures for PSI, as well as our two subcontractors, Public Safety Technologies, Inco and Logistic Systems, Inc. Please contact me ifhave questions or require additional informationo Thank you for your attention to this matter. Sincerely, . g~y/ Associate Contract Admini