For Use of Source Code Developed By The Florida Department of Transportation

Transcription

1 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION SOFTWARE LICENSE AGREEMENT Other State Agencies Page 1 of 5 For Use of Source Code Developed By The Florida Department of Transportation Software License Agreement Number This Agreement is made between the State of Florida, Department of Transportation ("FDOT"), 605 Suwannee St., Tallahassee, Florida, , and ("LICENSEE"), for the purpose of providing the LICENSEE a limited license for the use of the Source Code of the FDOT Software described in Exhibit A, attached and made a part of this Agreement. In consideration of the mutual covenants, promises, and representations contained herein, the parties agree as follows: 1. DEFINITIONS Derivative Works shall mean any and all computer programs in executable code or source code form developed or otherwise acquired by LICENSEE, or its employees, contractors, or agents which are a modification of, enhancement to, derived from, or based upon the Software. Executable Code shall mean the computer code for the Software in a form that is intended to be directly executed by a computer. "Software" shall mean both the computer programs in machine readable executable code and source code form for the software product(s) described in Exhibit A, including related materials and documentation. "Source Code" shall mean the computer code for the Software printed or displayed in human readable form. 2. GRANT OF LICENSE FDOT hereby grants, and the LICENSEE accepts, a royalty free, perpetual, nontransferable, and nonexclusive license for the Software under the terms and conditions described herein. LICENSEE agrees that it shall not authorize, permit, or allow the use or disclosure of the Software by any person or entity except as expressly authorized under this Agreement. 3. SUPPORT FDOT shall not be required to provide any support, maintenance, or enhancements under this Agreement. FDOT reserves the right to make modifications to the Software without notice to the LICENSEE. FDOT may, upon request provide LICENSEE with copies of any modifications to the Software that are published during the term of this Agreement. 4. SOFTWARE FDOT will provide LICENSEE with a copy of the Software free of charge. LICENSEE may modify the Software and prepare Derivative Works based on the Software for LICENSEE'S own internal use in accordance with the terms of this Agreement. LICENSEE shall provide to FDOT, at FDOT'S request and at no cost to FDOT, all documentation and copies, in source code and executable code form, of all improvements, modifications, or enhancements to the Software including any Derivative Works. LICENSEE hereby grants to FDOT a nonexclusive, royalty free, perpetual, worldwide license to use, modify, license, and sublicense any such improvements, modifications, enhancements, and Derivative Works. FDOT shall not have any liability whatsoever for any such improvements, modifications, enhancements, and Derivative Works. 5. USE AND DISTRIBUTION This limited license and the Software provided hereunder are for the LICENSEE S internal use only. LICENSEE shall not sell, sublicense, assign, transfer, or lease the Software or any Derivative Works, in whole or in part, to any other person or entity, including other agencies or departments, or permit the use of the Software without the prior written consent of FDOT. Any attempted sale, sublicense, assignment, transfer, or lease contrary to this Agreement is null and void.

2 Page 2 of 5 6. EMPLOYEE ACCESS Only authorized personnel of LICENSEE, or employees of qualified Contractors under paragraph 8 of this Agreement, may use or have access to the Software. Prior to allowing access, all employees of LICENSEE and of qualified Contractors, if any, shall be bound by the LICENSEE to make no unauthorized use or disclosure of the Software. 7. COPYING The LICENSEE may copy the Software in whole or in part but only for internal use consistent with this Agreement. The original and all copies made by the LICENSEE shall be and shall remain the property of FDOT. 8. QUALIFIED CONTRACTORS In the event that LICENSEE wishes to employ a Contractor to perform work for LICENSEE which involves access to the Software, LICENSEE shall, prior to permitting any access to use of the Software by the Contractor or its employees, require such Contractor to agree in writing to also comply with the terms of this Agreement. In the event that the Contractor violates any terms of this Agreement, the LICENSEE shall take all steps necessary to remedy the violation including, but not limited to, immediately terminating the Contractor's access to and use of the Software. LICENSEE shall also require the Contractor to grant to FDOT a nonexclusive, royalty free, perpetual, worldwide license to use, modify, license, and sublicense any improvements, modifications, or enhancements of the Software, including Derivative Works developed by the Contractor, in its written agreement with the Contractor. 9. PROTECTION AND SECURITY LICENSEE acknowledges that the Software contains highly confidential information and trade secrets of FDOT. LICENSEE agrees to take all reasonable precautions to protect the Software and preserve its confidential, proprietary, and trade secret status in perpetuity. The LICENSEE shall be exclusively responsible for the supervision, management, and control of its use of the Software and shall take all necessary steps to ensure that only authorized personnel of LICENSEE or its qualified Contractors shall have access to and use of the Software. 10. UNAUTHORIZED USE If at any time the LICENSEE becomes aware of unauthorized use, copying, or disclosure of the Software, it shall promptly and affirmatively notify FDOT of such unauthorized use, copying, or disclosure providing as much detail as possible, and shall cooperate with FDOT in any litigation against third parties deemed necessary by FDOT to protect its proprietary rights. The LICENSEE'S compliance with this paragraph shall not be construed in any way as a waiver of FDOT'S rights to recover damages or obtain other relief against the LICENSEE for harm to FDOT S proprietary rights or for breach of contractual rights. 11. PATENTS, COPYRIGHT, AND TRADEMARK FDOT retains all rights, title, and interest, including patents, copyrights, and trademarks in and to the Software and any copies of the Software. The LICENSEE or any Contractor does not become the owner of the Software, but only acquires the limited right to use the Software as set forth in this Agreement. All rights not expressly granted under this Agreement are reserved to FDOT. Any Derivative Work based on or using the Software shall include an acknowledgment that it includes work owned by FDOT. 12. NO WARRANTY THE SOFTWARE IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND FDOT EXPRESSLY DISCLAIMS ALL WARRANTIES NOT STATED HEREIN. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. FDOT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE LICENSEE S REQUIREMENTS OR THAT THE OPERATIONS OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THE LICENSEE ALSO ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE THE LICENSEE S INTENDED RESULTS, AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE SOFTWARE.

3 Page 3 of LIMITATION OF LIABILITY FDOT SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES FOR PERSONAL INJURY, PROPERTY LOSS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF, RELATING TO, OR BASED ON THE USE OF THE SOFTWARE, EVEN IF FDOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. TERMINATION FDOT may terminate this Agreement at any time, while reserving all other remedies and rights hereunder in whole or in part, due to LICENSEE'S breach or any violation by a qualified Contractor. Termination shall be effective immediately upon written notice to LICENSEE. If this Agreement is terminated for any reason, LICENSEE will, and will require all qualified Contractors to, cease use of the Software and shall, at FDOT'S option, either return the original and all copies to FDOT, or destroy the original and all copies of the Software and certify to FDOT that they have been destroyed. 15. REMEDIES LICENSEE agrees that a breach of its obligation to protect FDOT'S Software may cause immediate and irreparable harm to FDOT, which cannot be adequately compensated by monetary damages. Accordingly, any breach or threatened breach of this Agreement shall entitle FDOT to seek preliminary and permanent injunctive relief in addition to such remedies under law as may otherwise be available to FDOT. 16. ASSIGNMENT, SUBLICENSE OR TRANSFER This Agreement and the rights hereunder may not be assigned, sublicensed, or otherwise transferred by LICENSEE without the prior written approval of FDOT. 17. SURVIVAL OF OBLIGATIONS The parties agree that any obligations and duties which by their nature extend beyond the termination of this Agreement, including paragraphs 4, 5, 6, and 9 through 13, shall survive any termination of this Agreement. 18. ENFORCEABILITY If any provision of this Agreement is determined to be unenforceable or invalid under any applicable statute or rule of law, the remaining provisions of the Agreement shall not be affected and shall remain in full force and effect. 19. WAIVER A waiver of any term, provision, or condition of this Agreement shall not be deemed a continuing waiver of any such term, provision, or condition. No waiver shall be valid or binding unless agreed to in writing and signed by authorized representatives of FDOT and the LICENSEE. 20. DRAFTING Each party agrees and acknowledges that no presumption or inference shall be made or drawn against the drafter or drafter(s) of this Agreement. 21. AUTHORIZED PERSONS The persons executing this Agreement do hereby declare, represent, acknowledge, warrant, and agree that they are duly and fully authorized to execute this Agreement so as to legally bind LICENSEE and FDOT. 22. HEADINGS The captions and headings are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. 23. AMENDMENTS This Agreement constitutes the entire agreement between the parties, and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. This Agreement may not be amended or modified except in writing signed by both parties.

4 The parties have executed this Agreement on the date(s) below: Page 4 of 5 (LICENSEE) STATE OF FLORIDA DEPARTMENT OF TRANSPORATION BY: BY: Printed Name: Printed Name: Title: Title: Date: Date: Legal Review:

5 EXHIBIT A Software Descriptions Page 5 of 5