(SAMPLE) LICENSE AGREEMENT BETWEEN NATURESERVE AND THE U.S. ENVIRONMENTAL PROTECTION AGENCY – REGION 10 This license is provided by NatureServe (“NatureServe”), a private non-profit corporation organized under the laws of the District of Columbia, with offices at 1101 Wilson Blvd, Suite 1500, Arlington, VA 22209, to the Environmental Protection Agency-Region 10 (“Data User”), with offices at 1200 Sixth Avenue, Suite 900, Seattle, WA 98101. I. TERM OF LICENSE AGREEMENT
This agreement shall start on 10/12/07 (or upon delivery of data to the Data Users) and shall expire on 12/16/07 (or 2 months from delivery of data to the Data Users), whichever is later. II. DATA COVERED BY THIS LICENSE AGREEMENT
NatureServe and its Natural Heritage member programs (“member programs”) have developed a Multi-Jurisdictional Dataset (“MJD”). The creation of the MJD is aimed at improving conservation planning and actions by providing access to a comprehensive dataset of U.S. and Canadian species and ecological communities. Use of the MJD is governed by Data Sharing Agreements ("DSAs") between NatureServe and its member programs. The portion of the MJD that is governed by this License Agreement includes all precise species location data (see Attachment 1 for list of fields approved for release) that occur within the 2 degree by 1 degree bounding box of 124W, 46N, 122E, 45N (see Attachment 2) in the state of Oregon, hereinafter referred to as the “Licensed Dataset.”
III. A.
ACCESS TO THE DATA NatureServe ("Licensed Data Set Provider") will provide the Data Users, with two months of access to an electronic copy of the Licensed Dataset provided under contract between NatureServe and the Data Users. This license entitles a total of 10 U.S. Environmental Protection Agency – Region 10 (EPA-R10) employees that are participating on the TOPOFF-4 Incident Management Team to have access to the Licensed Dataset. Hard copy maps may be generated and used by additional personnel of EPA-R10. The Data Users are responsible for assuring that access to the Licensed Dataset is limited to only those uses permitted in this Agreement and, as available, are encouraged to undergo NatureServe‟s Data Use Training. The Data Users should contact NatureServe to determine when a training session is available. NatureServe will provide the Data Users all necessary data, metadata, and support necessary to ensure proper use of the Licensed Dataset.
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DATA USE RESTRICTIONS Use of the Licensed Dataset by the Data Users shall be governed by the following provisions:
A.
The Licensed Dataset provided by NatureServe will be used by the Data Users to assist them with the support of operational decisions related to the TOPOFF-4 full-scale emergency response and homeland security training exercise that will be conducted between 10/15/07 and 10/19/07, and to help EPA-R10 understand how the Licensed Dataset can be used and protected in that environment. When making conservation management decisions that impact species at a local scale, NatureServe strongly recommends that the Data Users employees consult with the contributing member programs1 to ensure that the Data Users have access to all available species information and expertise. NatureServe grants to the Data Users during the term of this agreement a limited, nonexclusive, right of access to the electronic version of the Licensed Dataset. The dataset is non-transferable, except in the event of
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1
All species location data originated from the following programs: the Oregon Natural Heritage Information Center. Go to http://whiteoak.natureserve.org/HSDS/search/index.cfm for a complete list of contact information for these programs.
agency reorganization during the license term, upon which the same Data Users may have access under the reorganized agency name. The data and information provided therein are solely for internal use by the Data Users; provided that those with access to the data and information shall in all respects treat them as the proprietary information of NatureServe and contributing member programs in accordance with all procedures reasonably necessary to protect their proprietary rights in the data and information. The Data Users shall include the terms, conditions and procedures for protecting proprietary information on any internal products derived from these data. C. The Licensed Dataset will reside with the Data Users. The Licensed Dataset may only be accessed by Data Users, as defined above. No interest whatsoever is conveyed to the Data Users in right, title and interest in the Licensed Dataset, the data, the information and all copyrights (and renewals thereof) secured therein. All publication, dissemination and other rights in the Licensed Dataset are reserved to NatureServe in all languages, formats and throughout the world for the sole and exclusive use or any other disposition by NatureServe or their assignees or grantees at any time and from time to time without any obligation or liability to any User. The Licensed Dataset provided by NatureServe is not to be distributed to other agencies, organizations, companies, or individuals without prior written consent of NatureServe. Requests received by the Data Users from other groups, organizations, or individuals for electronic or paper copies of lists, or other reports, or portions of the data thereof, should be directed to NatureServe at 1101 Wilson Blvd, Suite 1500, Arlington, VA 22209 at (703) 908-1800. In the case where products that are derived from the Licensed Dataset are used externally, the Data Users must use the following guidelines to ensure that all data products shared in any form with parties outside the Data Users, present the data in a way that will not compromise any imperiled species or ecosystems. a) “Named” Locations: For data products that link species names with locations the Data Users 1) cannot display the data in any format, document, or map at a scale of less than 1:100,000, or 2) must randomize the precise location of the species within a USGS Quadrangle. b) “Blind” Locations: For data products that do not link species names with locations, the Data Users can display specific locations of species, except when species records are flagged as „sensitive‟ or if they can be identified easily by geographic attributes at a particular location.
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Before including sensitive records in the development of any external data products, the Data Users must obtain prior permission from NatureServe or appropriate member programs. c) Exceptions: The only allowable exception to these guidelines is when data included in the Licensed Dataset is otherwise obtained from a source independent from NatureServe and the member programs. d) The Data Users shall reserve the right to publish and disseminate summary reports or maps, in accordance with the spatial restrictions above, based on the Licensed Data Set. The Data Users shall not distribute any products derived from the Licensed Dataset, other than the type of products described above, to outside parties without written permission from NatureServe. Note – the following language has been drafted under a section on "Conservation Planning" for The Nature Conservancy and the Canadian Wildlife Service to allow some collaborative sharing of data under the Licence Agreement: "The Licensed Dataset, for element occurrences not on [TNC or CWS] owned lands, can only be shared with third parties as part of [TNC or CWS] initiated projects (recovery strategy, consultation) that allow [specific criteria for conservation planning uses here]... External parties involved in these efforts would only be allowed to use the Licensed Dataset as part of a specific [TNC or CWS] initiated project and only for the period of time that the project was active. The external party involved in the [TNC or CWS] initiated effort could not redistribute the Licensed Dataset for any other purpose, and would be prohibited from using the dataset for commercial gain. If an intended external use of the Restricted Licensed Dataset is not encompassed by the description above, the data use is unallowable."
G.
License to use this dataset expires on 12/16/07 or 2 months from delivery of data to the Data Users, whichever is later. Upon expiration of the Licensed Dataset, the Data Users will delete the Licensed Dataset from their active computer systems retaining an archived version of the Licensed Dataset for the sole purpose of supporting the decisions and analyses. The archived dataset cannot be used to support decisions and analyses done after the expiration of the Licensed Dataset. If all parties agree, the Data Users has the option to extend use of the Licensed Dataset after this time by amending this license and receiving an updated version of the Licensed Dataset from NatureServe.
H.
The Data Users will provide appropriate citation and/or acknowledgment on all products, publications or media announcements derived from the Licensed Dataset. The following citation and acknowledgement statement should be used on publications or other products. As appropriate, NatureServe‟s logo should also be used on publications or other products where NatureServe contributed data or information.
Citation (used when data are included in a publication): NatureServe . NatureServe Central Databases. Arlington, Virginia. U.S.A. Data source statement (used under graphic or map): Data Source: NatureServe and its Natural Heritage member programs. Acknowledgement Statement (included on data products as appropriate): This information is provided by NatureServe (www.natureserve.org) and its Natural Heritage member programs, a leading source of information about rare and endangered species, and threatened ecosystems. Warranty Statement (included on data products as appropriate): The absence of data in any particular geographic area does not necessarily mean that species or ecological communities of concern are not present. (Often used on maps when brief text is needed). OR These data are dependent on the research and observations of many scientists and institutions, and reflect our current state of knowledge. Many areas have never been thoroughly surveyed, however, and the absence of data in any particular geographic area does not necessarily mean that species or ecological communities of concern are not present. These data should not be regarded as a substitute for on-site surveys required for environmental assessments. If ground-disturbing activities are proposed on a site, the appropriate state natural heritage program(s) or conservation data center should be contacted for a sitespecific review of the project area. For contact information, see the NatureServe web site at www.natureserve.org.
I.
The data disclosure restrictions set forth above shall remain in effect after the expiration of this Agreement.
V. A.
WARRANTIES NatureServe has received the required consent from the cooperating member programs to license to the Data Users access and use of the Licensed Dataset. NatureServe shall have no liability for any claim of infringement or rights by third parties based on any use of the Licensed Dataset in combination with programs, software, hardware, or equipment not designated by NatureServe, without prior written approval by NatureServe, if such
B.
infringement could have been avoided had the Licensed Dataset not been so used. C. NatureServe shall have no liability or responsibility to the Data Users, or any other person or entity with respect to any liability, loss, or damage caused or alleged to be caused directly or indirectly by the Licensed Dataset, including but not limited to any interruption of service, loss of business, anticipatory profits or indirect, special, or consequential damages resulting from the use or operation of the Licensed Dataset. NatureServe warrants that the data in the Licensed Dataset has been accurately compiled, and reviewed to ensure compliance with quality control standards.
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VI. A.
TERMINATION In the event that the Data Users breach any one or more of its obligations under this License Agreement, NatureServe may, upon their election and in addition to any other remedies that they may have, at anytime terminate the License Agreement with no less than fifteen (15) days prior written notice to the Data Users specifying any such breach, unless within the period of such notice all breaches specified therein shall have been remedied to the satisfaction of NatureServe. Upon termination of this license prior to its expiration, the Data Users must delete the Licensed Dataset from their active computer systems, retaining an archived version of the Licensed Dataset for the sole purpose of supporting decisions and analyses. Upon termination of this license the Data Users shall not generate new maps, risk assessments, data analyses or other products from the Licensed Dataset. NatureServe may take whatever steps it deems appropriate to terminate all active use of the Licensed Dataset.
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VII. A.
PROTECTION OF RIGHTS The Data Users agree that they shall not use the Licensed Dataset except as authorized herein. The Data Users agree to protect the rights of NatureServe to the Licensed Dataset. The obligations of the Data Users and their respective employees and agents shall survive and continue after the expiration of the License Agreement or termination of rights. Such obligations shall not extend to
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any data, information or technical data relating to the Licensed Dataset which is available to the general public or which later becomes available to the general public by acts not attributable to the Data Users, or their employees, or agents. VIII. A. OTHER PROVISIONS The construction and performance of this license shall be governed by the laws of the Commonwealth of Virginia, U.S.A. and applicable U.S. federal law (or other laws as appropriate). This License Agreement may be modified or amended by written agreement of NatureServe and the Data Users.
B.
For NatureServe _________________________ Signature _________________________ Printed _________________________ Title _________________ Date
For U.S. Environmental Protection Agency _________________________ Signature _________________________ Printed _________________________ Title _________________ Date