HomeMy WebLinkAboutContract 43255 (2)City of Fort Worth Software License Agreement
v City of Dallas
Page: of , P02:43 IN
CITY SECRETARY
CONT.- CT NO.
FORT 1 RTH
CITY OF FORT WORTH
SOFTWARE LICENSE AGREEMENT
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WHEREAS, The City of Fort Worth ("City" or "Licensor") has developed the Reader Board
Program (the "Software") for the purpose of sending dispatch alerts and unit statuses to Fort Worth Fire
Station LED Reader Boards; and
WHEREAS, The Software shall include a setup program, which will install the executable
computer program, dynamic link libraries (DLL files) and related documentation; and
WHEREAS, The City has created the Software for its internal uses and for no other purposes.
The City did not develop the Software as a commercial product and thus, the City makes no warranty,
representation or guaranty as to the content, sequence, accuracy, timeliness or completeness of all or any
part of the Software. The Licensee set forth below should not rely on the accuracy of the Software provided
for any reason; and
WHEREAS, The City is willing to provide the Software to the City of Dallas ("Licensee") under
the terms and conditions set forth below.
NOW THEREFORE, for the mutual promises and covenants set forth herein, the Licensor and
Licensee hereby agree as follows:
1. GRANT OF LICENSE —The City hereby grants the Licensee a limited, non-exclusive, non-
transferrable, perpetual right to use the Software. Such use shall be restricted for the Licensee's internal
business purposes only. Licensee shall not create derivative works, or distribute, license, sublicense, sell,
lease, assign, or otherwise transfer the Software to any third party. Configuration changes necessary to
implement the Software in the Licensee's environment(s) shall not be considered derivative works.
2. OWNERSHIP - Title to and ownership of the Software (and all copies and portions thereof) and
all applicable rights to patents, copyrights, trademarks, trade secrets and other intellectual property in the
Software and derivative works, is permanently and irrevocably vested in the City and shall remain with the
City notwithstanding the delivery of copies to and use of Software by the Licensee pursuant to this
Agreement.
3. FEE — There shall be no fee for the use of the Software.
4. WARRANTY — CITY PROVIDES THE SOFTWARE TO THE LICENSEE "AS IS" WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
FURTHERMORE, CITY DOES NOT WARRANT THAT THE SOFTWARE WILL BE
UNINTERRUPTED, ACCURATE, COMPLETE OR ERROR -FREE.
5. LIMITATION OF LIABILITY —THE CITY ASSUMES NO LIABILITY FOR ANY ERRORS,
OMISSIONS OR INACCURACIES IN THE SOFTWARE OR ANY DAMAGES CAUSED BY SUCH
ERRORS, OMISSIONS OR INACCURAIES REGARDLESS OF HOW CAUSED. THE CITY
ASSUMES NO LIABILITY FOR ANY DECISIONS MADE OR ACTIONS TAKEN OR NOT TAKEN
BY THE LICENSEE IN RELIANCE UPON THE SO WWR� ��1E��SER=EARS SOLE
RESONSIBILITY FOR ITS USE OF THE SOFTWARE �I�FiesithAltE��D � SE OF THE
CITY SECRETARY
FT. WORTH, TX
SOFTWARE INDICTES LICENSEE'S UNCONDITIONAL ACCEPTANCE OF ALL RISKS
ASSOCIATED WITH THE USE OF THE SOFTWARE.
6. TERMINATION — The City shall have the right to terminate Licensee's use of the Software
immediately in the event Licensee violates the terms of this Agreement.
7. SOURCE CODE — Licensee shall have the right to the source code for the software solely for the
purposes of configuring the Software to run in the Licensee's environments, for maintenance of the
software, and for back up purposes. City shall in no way be responsible or liable for providing maintenance
or support for the Software.
8. CONFIDENTIALITY — Licensee agrees that the Software and related source code constitute
confidential information of the City. To the extent allowed by law, Licensee agrees to hold such
information in confidence and to take all reasonable precautions necessary to protect the confidentiality of
such information. Unless disclosure is required by applicable law, Licensee further agrees not to disclose,
provide or otherwise make available such information in any form to any person other than to Licensee's
own employees, and only as necessary for the performance of job duties of such employees.
9. GOVERNING LAW / VENUE — This Agreement shall be governed by the laws of the United
States and the laws of the state of Texas. Venue for any claim or action arising under this Agreement shall
be in the State courts of Tarrant County, Texas or the district courts of the Northern District of Texas -Fort
Worth Division.
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O. SEVERABILITY - In case any one or more of the provisions contained in this Agreement will for
ny reason be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, in any
espect, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement,
end this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been
contained herein, and all other provisions hereof will be and remain unimpaired and in full force and effect.
RIGHT TO AUDIT — Licensee agrees that the City shall have access to, and the right to examine,
during Licensee's normal business hours, any directly pertinent books, documents, papers and records,
:whether hard copy or electronic, of the Licensee involving transactions related to this Agreement to
determine compliance with this Agreement at no additional cost to the City. The City shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions of this
section. The City shall give Licensee reasonable advance notice of intended audits.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
LICENSOR:
By:
Susi n Al nis
Assitianet City Manager
APPROVED TO FORM AND LEGALITY:
B
Maleshia B. Fa • er
Assistant City Attorney
City of Fort Worth Software License Agreement
v City of Dallas
Page 2 of 2
CITY OF DALLAS:
LICENESEE:
MARY K. SUHM
01./City Manager
By: 0, I e / 4 AA-t-
Assistantity Mana er
APPROVED TO FORM:
THOMAS P. PERKINS, JR.
City Attorney
par.-I-2-1i
Assistant City Attorney
by:
Marc J. Kayser, City
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