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NORCOM INTEGRATED PUBLIC SAFETY SYSTEMS PROJECT
SOFTWARE LICENSE AGREEMENT
Between
Vendor Name
And
NORCOM
450 110th AVE NE.
Bellevue, WA 98009
Month day, 20xx
TABLE OF CONTENTS
I INTERPRETATION .........................................................................................................1
1. Definitions................................................................................................................1
II SOFTWARE LICENSES ..................................................................................................2
2. Grant of Licenses .....................................................................................................2
3. Term of Licenses......................................................................................................2
4. Restrictions on Use ..................................................................................................2
5. Derivation, Modification and Copyright..................................................................3
6. Software Source Code..............................................................................................4
7. Ownership of Software and Confidential Information ............................................4
8. Ownership and Disposition of Documents ..............................................................5
9. No Other Warranties ................................................................................................5
III FEES AND PAYMENTS ..................................................................................................6
10. Fees and Payments ...................................................................................................6
IV GENERAL ..........................................................................................................................6
11. General Provisions ...................................................................................................6
12. Additional Termination Right ..................................................................................6
SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT (the “Agreement”) is made this xx day of month, 20xx (the “Effective
Date”), by and between Northeast King County Regional Public Safety Communication Center,
a municipal corporation of the State of Washington, referred to as “NORCOM”, and xxxxxx
Company, a corporation organized and existing under the laws of the State of xxxx, referred to as
“Contractor,” with offices at xxx City, State, Zip and is entered into in connection with that
certain Software and Services Purchase Agreement dated as of the date hereof between
CONTRACTOR and NORCOM (the “Purchase Agreement”).
RECITALS
1. CONTRACTOR owns the Software (as defined below in Section 7);
2. CONTRACTOR and NORCOM are parties to the Purchase Agreement, pursuant to
which, among other things, CONTRACTOR has agreed to provide certain services to
NORCOM in respect of the Software; and
3. CONTRACTOR is prepared to grant to NORCOM certain licenses in respect of the
Software, all as more particularly stipulated in this Agreement.
In consideration of the terms, promises, mutual covenants and conditions
contained in this Agreement, NORCOM and CONTRACTOR agree as follows:
I INTERPRETATION
1. Definitions
All defined terms not otherwise defined in this Agreement shall have the same meaning
as in the Purchase Agreement. In addition, throughout this Agreement, the following words and
expressions shall have the following meanings:
(a) “Agreement”, “this Agreement”, “the Agreement”, “hereof”, “herein”,
“hereto”, “hereby”, “hereunder” and similar expressions mean this Software
License Agreement, including all instruments supplementing, amending or
confirming this Agreement. All references to “Articles” or “Sections” mean and
refer to the specified Article or Section of this Agreement.
(b) “eGov Alliance” means the alliance consisting of various member towns and
cities located in the State of Washington that have established a coordinated portal
for the delivery of municipal services via the internet to share resources and
achieve economies of scale.
(c) “Permitted Copies” has the meaning set out in Section 5(b) hereof.
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(d) “Server License” means the non-exclusive license granted to NORCOM pursuant
to Section 2(a) hereof, to install, integrate, configure and implement the Software
on NORCOM’s server computers to enable Users to access and use the Software
pursuant to User Licenses.
(e) “Software” means computer code and programs in executable code forum which
have been created or licensed by Contractor. It is exclusive of any modifications
or customizations developed for the NORCOM.
(f) “User” means each individual granted access to the Software pursuant to a User
License.
(g) “User License” means each license granted pursuant to Section 2(b) of this
Agreement, to allow an individual to access the Software within NORCOM’s
computer network.
II SCOPE OF SERVICES
2. Obligations of Contractor
(a) CONTRACTOR shall maintain a program control center capable of receiving by
telephone any operator reports of system irregularities.
(b) CONTRACTOR shall maintain a 24 x 7 telephone hot line that allows NORCOM
to report system problems and seek assistance in use of the Licensed Program.
(c) CONTRACTOR shall maintain a trained staff capable of rendering the services
set forth in this Agreement.
(d) CONTRACTOR shall be responsible for using all reasonable diligence in
correcting verifiable and reproducible Errors when reported to CONTRACTOR in
accordance with CONTRACTOR’s standard reporting procedures.
CONTRACTOR shall, after verifying that such an Error is present, initiate work,
within Response Time, in a diligent manner toward development of an Error
Correction. The estimated time required to complete the Error Correction shall be
reviewed with NORCOM. CONTRACTOR will utilize its best efforts to achieve
a timely resolution. Following completion of the Error Correction,
CONTRACTOR shall provide the Error Correction through a “temporary fix”
consisting of sufficient programming and operating instructions to implement the
Error Correction, and CONTRACTOR shall include the Error Correction in all
subsequent Releases of the Licensed Program.
(e) CONTRACTOR shall provide programming modifications mandated by changes
to existing federal and state regulations in effect as of the date of the original
Software License Agreement. Reports will be provided that use data supported
within the applications software and they will provide all necessary data and totals
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required to complete government-mandated forms. If required, programs to
transfer data to tape media will be provided.
(f) CONTRACTOR may, from time to time, issue new Releases of the Licensed
Program to its clients generally, containing Error Corrections, minor
Enhancements, and, in certain instances, major Enhancements. CONTRACTOR
shall provide NORCOM with one copy of each new Release or major
enhancement, without additional charge. CONTRACTOR shall provide
reasonable assistance to help NORCOM install and operate each new Release,
provided that such assistance, if required to be provided at NORCOM’s facilities,
shall be subject to the supplemental charges set forth in CONTRACTOR’s current
Fee Schedule.
(g) Subject to space availability and training fees, NORCOM may enroll its
employees in CONTRACTOR’s training classes, held at CONTRACTOR’s
facility for regular or advanced training.
(h) CONTRACTOR shall consider and evaluate the development of Enhancements
for the specific use of NORCOM and shall respond to NORCOM’s requests for
additional services pertaining to the Licensed Program (including, without
limitation, data conversion and report-formatting assistance), provided that such
assistance, if agreed to be provided, shall be subject to supplemental charges
mutually agreed to by CONTRACTOR and NORCOM.
(i) CONTRACTOR software support, although primarily intended for
CONTRACTOR application software, also extends support for all operating
systems where CONTRACTOR has an agreement with the supplier. However,
NORCOM must be aware of the following facts for operating system support:
(j) CONTRACTOR will provide the first level of support for operating system and
hardware.
(k) CONTRACTOR is forced to work with the company that developed the operating
system. If that company fails to provide quality support, CONTRACTOR will
not be able to provide quality support. Also, if the company charges
CONTRACTOR for their support, NORCOM will be billed for these charges.
(l) Some operating system problems can only be solved on-site. If and when this
situation occurs, CONTRACTOR personnel will travel to NORCOM’s site with
NORCOM’s approval. NORCOM will be billed according to the CONTRACTOR
fee schedule for travel expenses and comprehensive per diem.
(m) In the event that an error is identified in the operating system, CONTRACTOR
will immediately report the error directly to the provider and will cure with the
same provisions in Section 2.1(d) of this section.
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(n) CONTRACTOR will provide assistance with operating system upgrades but
NORCOM is responsible for obtaining the upgrade from CONTRACTOR and
paying any required fee.
(o) CONTRACTOR will review all operating system upgrades in advance to verify
that the upgrade is compatible with the system software.
(p) CONTRACTOR agrees to provide such services to NORCOM as long as such
services are provided to any other CONTRACTOR client, and NORCOM meets its
obligations as defined herein.
3. Obligations of NORCOM
(a) NORCOM shall provide reasonable access to its facilities in connection with the
performance of CONTRACTOR of its obligations hereunder. No charge shall be
made for such access. It is agreed that prior notification will be given when access
is required.
(b) NORCOM must provide CONTRACTOR with all relevant information to
NORCOM, in order to assist CONTRACTOR in duplicating the circumstances
under which a Problem in a Software Product became apparent.
(c) NORCOM must maintain a modem and data set connected 24 hours per day, 7
days a week, to the direct dial network near any CPU used with a Software
Product being maintained by CONTRACTOR hereunder and provide access to a
dedicated voice grade local telephone.
(d) All communications by NORCOM to CONTRACTOR must be in the English
language.
4. System Administrator Requirements
(a) Effective system administration is the key to a successful installation and smooth
on-going system operation. System administration personnel will be the focal
point for communications between NORCOM and CONTRACTOR, and will
handle the daily operation of the system.
(b) System administrative personnel should have or possess the potential to develop
the following knowledge and skills:
- General understanding of computer systems’ architecture and configurations;
recognizing such pieces of hardware as CPU, memory, peripherals, scanners, etc.
- Understands general computer concepts such as relational database, operating
systems, application software, word processing and fourth generation languages.
- Excellent verbal and written communication skills with governmental
administrators, programmers, and system maintenance personnel.
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- Understands the importance of data integrity and security (file backups and
password control).
(c) System administration responsibilities include, but are not limited to, the
following:
- Communications with CONTRACTOR support personnel.
- Adds new users to the system and maintains security profiles.
- Compiles backup and recovery procedures.
- Completes off-site backup procedures.
- Provides first level support to end users.
- Upgrades system software in conjunction with CONTRACTOR and the
computer hardware manufacturer.
- Ensures data and equipment security.
- Diagnoses and resolves minor hardware problems.
- Manages workload effectively.
- Trains new staff on software packages.
- Maintains documentation.
III SOFTWARE LICENSES
5. Grant of Licenses
Subject to the terms and conditions of this Agreement, CONTRACTOR hereby grants to
NORCOM:
(a) a non-exclusive, non-transferable Server License; and
(b) non-exclusive User Licenses to allow no more than the concurrent Users in
NORCOM to utilize the Software within NORCOM’s computer network as
outlined in Addendum A – Scope of Work attached to the Purchase
Agreement.
(c) notwithstanding Section 2(a) and (b), the NORCOM will be permitted to transfer
or assign licenses to the eGov Alliance at no cost to the NORCOM or the
Alliance.
6. Term of Licenses
The licenses granted herein commence on the Effective Date and are irrevocable and of
indefinite duration unless terminated pursuant to the terms hereof.
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7. Restrictions on Use
(a) Except as otherwise set forth in Section 4(b), the licenses granted hereunder are
restricted to use by NORCOM to perform the basic functions associated with the
Software.
(b) Notwithstanding Section 4(a), commencing on the expiration of the Warranty
Period, NORCOM may also use the licenses granted hereunder for the purposes
of hosting the Software for other entities that are part of the eGov Alliance and
permitting individuals associated with such entities to access and use the Software
and the Documentation for the xxxxxxxx (high-level descriptive) requirements of
such entities (NORCOM may also market such services to current and
prospective members of the eGov Alliance). All such hosting arrangements shall
be conducted by NORCOM pursuant to documentation that: (i) will expressly
acknowledge the existence of contractual relationships between NORCOM and
CONTRACTOR; (ii) will expressly acknowledge that the termination of this
Agreement will automatically result in the termination of such entities’ ability to
use and access the Software pursuant to the hosting arrangements; (iii) will
expressly acknowledge that the termination of the Software Maintenance
Agreement will automatically result in the termination of such entities’ ability to
receive support in respect of, updates of, and modifications to, the Software, in
each case as contemplated by the Software Maintenance Agreement; (iv) create
no obligations owing by CONTRACTOR to such entities (in that regard,
NORCOM hereby agrees to defend, indemnify and save harmless
CONTRACTOR from any claims that may be made against it by such entities in
relation to the System); and (v) require such entities to comply with the provisions
of this Agreement, the Purchase Agreement and the Software Maintenance
Agreement, to the extent applicable, it being acknowledged that a breach of the
terms of any such agreement by any party with obligations thereunder may result
in the termination of such agreements in accordance with the provisions thereof.
(c) All individuals who access and use the Software and the Documentation pursuant
to the arrangements described in Section 4(b) shall be deemed to be Users for the
purposes of this Agreement.
(d) CONTRACTOR will have no responsibilities respecting access by members of
the eGov Alliance to the Software resident on the server at NORCOM.
NORCOM will make any such arrangements directly with the entities that form
the eGov Alliance and utilize the System.
(e) To the extent CONTRACTOR’s assistance is required to coordinate access by
members of the eGov Alliance to the Software resident on NORCOM’s server,
any such assistance will be the subject of a change order to be negotiated between
the parties.
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8. Derivation, Modification and Copyright
(a) NORCOM agrees that it will not attempt to reverse engineer, decompile,
disassemble, re-engineer, derive or duplicate the source code relating to the
Software or attempt to otherwise convert or alter the Software into human
readable code, nor will it permit or help others to do any of the foregoing.
(b) NORCOM agrees that it will not copy or otherwise reproduce the Software and
that any additional copies as are reasonably necessary for the use of the Software
shall be provided to NORCOM through the issuance of additional User Licenses
at CONTRACTOR’s then current charges (provided that until the second
anniversary of the Go-Live date, the pricing in respect of User License, as such
fees appear in Addendum A – Scope of Work attached to the Purchase
Agreement dated month day, 20xx, will be fixed and not subject to change
provided there has been no decrease in price. If there has been a decrease, then
the NORCOM shall be entitled to pay the current rate.), except that NORCOM
shall be permitted to maintain (i) as many copies of the Software as it reasonably
requires to implement its disaster recovery policies and procedures, provided that
any such copies referred to in this clause (i) may only be used for back-up and
disaster recovery purposes and (ii) no more than five copies of the Software
(including the production copy) in operational databases (collectively, the copies
of the Software referred to in clauses (i) and (ii) being herein referred to as the
“Permitted Copies”), without paying additional User License fees or incremental
Server License fees in respect thereof, provided that the number of Users utilizing
the Software at any time through those Permitted Copies referred to in (ii) above
may not exceed the number of concurrent User Licenses then in effect.
Any additional User Licenses required by NORCOM within two years following
the Go-Live date shall be issued to NORCOM in exchange for the User License
fee (and corresponding incremental Server License fee, if applicable) specified in
Addendum A – Scope of Work attached to the Purchase Agreement dated
month day, 20xx. Thereafter, any additional User Licenses required by
NORCOM shall be issued in exchange for CONTRACTOR’s then prevailing
User License fee (and corresponding incremental Service License fee, if
applicable).
(c) NORCOM agrees that it will not modify, enhance or otherwise change the
Software without the prior written consent of CONTRACTOR. Any modification
of, or enhancement to, the Software, whether developed by NORCOM or
CONTRACTOR, shall be the exclusive property of NORCOM.
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9. Software Source Code Escrow
CONTRACTOR and NORCOM shall observe the terms of the Software Escrow
Agreement (Addendum A) dated month day, 20xx.
10. Ownership of Software and Confidential Information
(a) NORCOM acknowledges that the Software contains proprietary and confidential
information of CONTRACTOR, which shall, at all times, remain the property of
CONTRACTOR. Through the grant of licenses pursuant to Section 2, NORCOM
is only entitled to use of the Software in accordance with the terms of this
Agreement. Except for the license and rights granted herein, all rights, title and
interest in and to the Software remain with CONTRACTOR.
(b) NORCOM will ensure that the Universal Copyright Convention symbol and other
copyright and proprietary notices of CONTRACTOR will remain on the Software
in machine-readable form and shall not remove, obscure or alter any notice of
patents, copyright, trademarks, trade secrets or other proprietary rights in the
Software. NORCOM will take the same care to safeguard the Software as it takes
to safeguard its own confidential information and such care shall not be any less
than would be taken by a reasonable person to safeguard its own confidential
information.
(c) Except as otherwise provided by this Agreement, no third party, other than duly
authorized agents or employees of NORCOM or members of the eGov Alliance
that have executed Hosting Agreements, in each case authorized pursuant to the
User Licenses issued hereunder, shall have access to or use of the Software.
(d) In order to assist CONTRACTOR with the protection of its proprietary rights with
respect to the Software and to enable CONTRACTOR to ensure that NORCOM is
complying with its obligations with respect to the proprietary nature and
confidentiality of the Software, NORCOM shall permit CONTRACTOR to visit
during normal business hours any premises at which the Software is used and
shall provide CONTRACTOR with access to such Software.
11. Ownership and Disposition of Documents
In addition to any modifications, customization or alterations of the software specifically
designed to meet the needs of the NORCOM, all materials and documents developed or prepared
by CONTRACTOR under this Agreement or the Purchase Agreement dated Month day, 20xx,
specifically for NORCOM and which are not the copyright of any other party or publicly
available, including educational materials, the Software and any other computer applications,
shall be the property of the NORCOM.
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12. No Other Warranties
THE EXPRESS WARRANTIES CONTAINED IN THE PURCHASE AGREEMENT
(ARE INCORPORATED BY REFERENCE HEREIN) WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE CONTRACTOR REPRESENTS OR
WARRANTS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL
OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY
NORCOM OR WILL MEET NORCOM’S REQUIREMENTS AND SATISFY ITS
INTENDED RESULTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE
ERROR FREE OR THAT ANY SOFTWARE ERRORS WILL BE CORRECTED AFTER THE
WARRANTY PERIOD, OR ANY UPDATES OF, OR MODIFICATIONS TO, THE
SOFTWARE WILL BE MADE AVAILABLE TO NORCOM AFTER THE WARRANTY
PERIOD, IN EACH CASE PROVIDED THERE IS AN EFFECTIVE SOFTWARE
MAINTENANCE AGREEMENT IN PLACE AFTER THE WARRANTY PERIOD IN
RESPECT OF THE PERIOD OF TIME DURING WHICH ANY SUCH SOFTWARE ERRORS
REQUIRE CORRECTION, OR ANY UPDATES OF, OR MODIFICATIONS TO, THE
SOFTWARE, ARE DEVELOPED BY THE CONSULTANT AND MADE AVAILABLE TO
THE OTHER LICENSEES OF THE SOFTWARE.
IV FEES AND PAYMENTS
13. Fees and Payments
(a) In consideration of the grant of the Server License and the User Licenses,
NORCOM shall pay to Contractor the fees specified in Addendum B – Project
Scope of Work attached to the Purchase Agreement dated Month day, 20xx, in
accordance with the Purchase Agreement. Contractor reserves the right to
change its Maintenance Fees from time to time, but shall not exceed current price
plus 5 percent per year for each year after final acceptance. No such change will
be effective until at least 90 days after Contractor has given NORCOM written
notice of such change.
(b) The term of the contract may be extended by mutual consent for an additional year.
(c) NORCOM shall be responsible for the fees and charges for procuring, installing, and
maintaining all equipment, telephone lines, modems, communications interfaces, and
other hardware necessary to operate the Licensed Software and to obtain from
CONTRACTOR the services called for by this Agreement.
(d) NORCOM agrees to pay additional charges according to the CONTRACTOR Fee
Schedule for all work performed outside of Coverage Hours. NORCOM shall
approve any work, performed outside of Coverage Hours in advance.
(e) On-site assistance will be performed as requested by NORCOM. However,
NORCOM will be billed according to the CONTRACTOR Fee Schedule for
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reasonable travel and living expenses. NORCOM will be provided an estimate of
fees and shall approve them in advance of the assistance being performed.
V GENERAL
14. General Provisions
Sections 13, 14, 15 and 17 through 28, inclusive, and 32 through 34, inclusive, of the
Purchase Agreement dated Month day, 20xx, shall apply to this Agreement as if incorporated
herein in full. For certainty, to the extent the Purchase Agreement is terminated, the “Procedure
for Termination” specified in Section xx of the Purchase Agreement shall apply in respect of the
licenses granted hereunder.
15. Additional Termination Right
In addition to any right to terminate this Agreement contemplated by Section xx of the
Purchase Agreement (and incorporated by reference herein), NORCOM shall have the right to
terminate this Agreement in the event that CONTRACTOR assigns this Agreement in
connection with a sale or transfer by CONTRACTOR of all or substantially all of its assets or:
(a) the assignee is a party with whom NORCOM is not able to conduct business with
due to prohibitions imposed by federal, state or local law (e.g. the US government
prohibits doing business with Cuba); or
(b) the assignee eliminates CONTRACTOR’s product line relating to the Software
and as a result will no longer support the product.
In such circumstances, NORCOM shall have the right to terminate this Agreement and
require the release of the Source, subject to the provisions of Section 6 hereof.
16. Additional Terms
CONTRACTOR shall provide NORCOM with software Updates/Upgrades including without
limitation, the relevant technical references within thirty days after they are made generally
commercially available or earlier if required by any other part of this Agreement. All
Updates/Upgrades, including any for maintenance, that are provided to NORCOM shall be
deemed a part of the System during the implementation period prior to Final System Acceptance
and shall be provided without additional licensing fees.
The license, granted under this Agreement, includes the right to use all Updates, Upgrades,
Modifications, Enhancements, and configurations delivered by CONTRACTOR without any
additional software license fees.
In the event that any provision of this Agreement is held invalid, illegal, or unenforceable, the
remaining provisions shall be enforced to the maximum extent permitted by applicable law.
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Neither party may assign its rights or duties under this Agreement without the prior written
consent of the other party, except to a successor of all or substantially all of its business and
properties.
The waiver by either party of any term or condition of this Agreement shall not be deemed to
constitute a continuing waiver thereof nor of any further or additional right that such party may
hold under this Agreement.
Authority to Execute Agreement. Both NORCOM and CONTRACTOR do covenant that each
individual executing this agreement on behalf of each party is a person duly authorized and
empowered to execute this Agreement for such party.
Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound
by its terms. The parties further agree that this is the complete and exclusive statement of the
agreement of the parties with respect to the subject matter hereof and that it supersedes and
merges all prior proposals, understandings, and agreements, whether oral or written, between the
parties with respect to the subject matter hereof. This Agreement may not be modified except by
a written instrument duly executed by the parties hereto.
In witness whereof, the parties have executed this Agreement as of the date first written above.
NORCOM VENDOR NAME
_________________________________ __________________________________
Accepted By (Signature) Accepted By (Signature)
Ed Oberg Vendor Signer
Deputy City Manager Title of Signer
Month day, 20xx Month day, 20xx
_________________________________ _________________________________
Approved as to Form (Signature) Accepted By (Signature)
Jerome Roache Vendor Signer
Assistant City Attorney Title of Signer
Month day, 20xx Month day, 20xx
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ADDENDUM A
ESCROW AGREEMENT
1. CONTRACTOR agrees to deliver in a sealed package a copy of the Source Code for the
computer software supplied, pursuant to the terms of this Agreement, to Escrow Agent,
__________________________________________________________.
2. The sealed package containing the Source Code shall be so marked. If any modifications are
contracted in the future, Source Code for these modifications shall be placed in escrow and
marked with the name of NORCOM.
3. In the event CONTRACTOR ceases doing business, becomes insolvent or a bankruptcy
proceeding is filed by or against CONTRACTOR, and such proceedings are not dismissed
within 60 days, or fails to meet its obligations for providing software support as defined in the
Software Maintenance Agreement, the Escrow Agent, upon the written demand of
NORCOM, shall release the Source Code to NORCOM, provided that the Escrow Agent
shall first give CONTRACTOR written notice of such demand.
4. The release of the Source Code by the Escrow Agent to NORCOM shall be solely for the
purpose of enabling NORCOM to use and maintain the software for its own internal use, and
CONTRACTOR hereby grants to NORCOM a paid-up, royalty-free, non-exclusive license to
use and modify the Source Code for such purposes and for no other. Under no
circumstances shall NORCOM be authorized to use such software or license others to use
the same for any purpose other than the internal needs of NORCOM.
5. The responsibilities of the Escrow Agent are limited solely to the receipt and custody of the
sealed packages containing the Source Code, the receipt of any notices from NORCOM
relating to the items in 3 above and the delivery of the sealed packages containing the Source
Code to NORCOM as contemplated by this Agreement.
6. Within 30 days of Final Acceptance or full payment, whichever is later, CONTRACTOR
agrees to deliver Source Code for the installed version of the products to the Escrow Agent.
CONTRACTOR will require that Escrow Agent to notify NORCOM in writing within 30
days of receipt of the Source Code.
7. CONTRACTOR will update Source Code no less frequently than annually, at its expense,
after the initial delivery of Source Code to the Escrow Agent.
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8. NORCOM may verify the validity of Source Code at its expense at any time. NORCOM shall
assume responsibility for any CONTRACTOR expenses associated with the verification
process.
9. Source code may also be purchased as an option.
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