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HomeMy WebLinkAboutContract 43977 (2)City of Fort Worth Software License Agreement Museum of Science and Industry (Chicago) Page 1 of 3 '-.14-12 F1-':20 IN city SECRET CONT CT , FORT WORTH CITY OF FORT WORTH SOFTWARE LICENSE AGREEMENT This SOFTWWARE LICENSE AGREEMENT (this "Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City" or "Licensor"), a Texas home rule municipal corporation, with its principal place of business at 1000 Throckmorton Street, Fort Worth, Texas 76102, and MUSEUM OF SCIENCE AND INDUSTRY, CHICAGO, with its principal place of business at 57TH Street and Lake Shore Drive, Chicago, Illinois 60637, ("Licensee"), entered into as of the last date signed below. RECITALS: WHEREAS, The City owns the "Earning Your Wings" Software Program, which allows users to use a touchscreen to meet flight challenges by designing an airplane appropriate for certain tasks associated with aviation exhibitions; and WHEREAS, The Software Program includes instructions on installation and a setup program which will install the executable computer program, dynamic link libraries (DLL files) and related documentation (the Software Program and the related documentation shall collectively be referred to herein as the "Software"); and WHEREAS, 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 Licensee solely to reproduce and publicly display the Software in connection with display of an aviation exhibition, 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 of the Software. Such use shall be restricted for aviation exhibitions for the Licensee's lawful internal business purposes only. Licensee shall not create derivative works, modify, reverse engineer, 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 — The fee for use of the Software shall be a one-time fee of $7,5110.00 ("License Fee"). Licensee shall pay the License Fee upon execution of this Agreement. City shall be under no obligation to provide the Software to Licensee until Licensee has paid such License Fee to the City;. f. n-HH IAL RECORD 4 ©UT SECRL ARY FT. WORTH, TX 4. WARRANTY - THE 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. THE CITY SHALL NOT BE LIABLE OR RESPONSIBLE FOR MAINTENANCE, SUPPORT OR TROUBLESHOOTING OF ANY KIND OR CHARCTER TO ENSURE THE SOFTWARE FUNCTIONS TO LICENSEE'S SPECIFICATIONS. 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 SOFTWARE. FURTHER, THE CITY ASSUMES NO LIABLITY FOR, AND LICENSEE HEREBY RELEASES THE CITY FROM, LIABILITY FOR ANY ALL DAMAGES, OR LOSS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, WHETHER TO PROPERTY OR PERSONAL INJURY, OR FOR CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, INCLUDING LOSS PROFITS, RESULTING FROM OR ARISING OUT OF LICENSEE'S USE OF THE SOFTWARE. LICENSEE BEARS SOLE RESONSIBILITY FOR ITS USE OF THE SOFTWARE IN ALL RESPECTS. USE OF THE SOFTWARE INDICATES 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. Upon termination of this Agreement, Licensee shall, within ten (10) business days of such notice of termination (i) cease access and use of the Software; (ii) uninstall, remove, and return all copies of the Software to the City, including any and all data, documentation, and any whole or partial copies, modifications, or merged portions of the Software, along with a written certification that the Software has been removed from Licensee's computer system(s) or network(s). 7. CONFIDENTIALITY - Licensee agrees that the Software and the Software code constitute confidential information of the City. Licensee agrees to hold such information in confidence and to take all reasonable precautions necessary to protect the confidentiality of such information. 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. 8. 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. 9. SEVERABILITY - In case any one or more of the provisions contained in this Agreement will for any reason be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, in any respect, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement, and 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. 10. 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. 11. NOTICES - Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, City of Fort Worth Software License Agreement Museum of Science and Industry (Chicago) Page 2 of 3 servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To LICENSOR: City of Fort Worth Attn: Aviation Department 4201 North Main St Suite 200 Fort Worth, Texas Phone: 817-392-5400 Facsimile: (817) 392-5413 To LICENSEE: Museum of Science and Industry, Chicago Attn: Robert H. Fisher, CFO 57th Street and Lake Shore Dr Chicago, IL 60637 Phone: (773) 684-9844 Facsimile: Fax: (773) 753-6291 12. WAIVER OF RIGHTS - The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 13. ENTIRE AGREEMENT - This Agreement, including the Recitals set forth above, any exhibits attached hereto, and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Licensee, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. ACCEPTED AND AGREED: CITY OF FORT WORTH: LICENSOR: By: Name: Fernando Costa Assistant City Manager Date: _ZZ. 4,SAZ APPROVED TO FORM AND LEGALITY: Name: Maleshi. Farmer Assistant City Attorney By: Name: Mary 'Kay, City Secretary City of Fort Worth Software License Agreement Museum of Science and Industry (Chicago) Page 3 of 3 MUSEUM OF SCIENCE AND INDUSTRY LICENESEE: By: Name: Title: Date: ATTEST By: j1), Name: 1.)Title: ,o4'puu�D. ya&a�°�o�taa� o,_0000 `14b1AICAS-rni•sJr weoe /�J 7n a. AreOt1't Gfi 0.24 f , /4m- cuaa-eihikap � OFFICIAL RECORD i al CITY' SECRETARY WORm, TX