Common use of Application License Clause in Contracts

Application License. Contractor hereby grants the City a limited, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Applications and any and all upgrades / updates, bug fixes / corrections and revisions which may occur during the term of the Contract. The term of Contractor’s license to the City of Garage Data System and Network Manager is perpetual. Configuration or customization of the Licensed Applications made according to the City’s requirements will be performed by the Contractor. Ongoing maintenance of these configurations or customizations will be provided by the Contractor to maintain continued compatibility with the Licensed Applications as upgrades / updates, bug fixes / corrections, or revisions occur to the Licensed Application. The Contractor will own in its entirety such configuration development and the Intellectual Property related to the Contractor’s application (including the Licensed Application and all Know How); however the City shall have a limited, non-exclusive, non-transferable license to use such works from the date that such work is completed and released to the City solely for inspecting, installing, operating and maintaining the goods and services sold to City and not used by City for any other purpose. The City shall own all right, title, and interest to all City Data entered into the Licensed Applications by any user who is or has been authorized and licensed to use the Licensed Applications. The Contractor shall own all right, title, and interest in any Anonymous Data. Upon request, the Contractor shall provide copies of the Anonymous Data to the City in the format requested. All archival and backup copies of the Licensed Applications are subject to the provisions of this Contract, and all titles, patent numbers, trademarks, copyright and other restricted rights notices shall be reproduced on any such copies. The Contractor must uphold the Contract and all the terms therein which includes Licensed Applications and all Deliverables as set forth in Attachment B - Pricing. If the Contractor 1) breaches the Contract; 2) ceases to do business; or 3) this Contract is terminated by the City as defined in Paragraph 6, the Contractor shall provide the City with an option for a 1 year license Subscription for the Software as a Service applications (including software support and maintenance) that the City may or may not exercise. If the Contractor is not able to or does not provide said license Subscription, the Contractor shall make available to the City: a) The latest available Licensed Application program source code, compiler, utilities, and related documentation necessary for the continued operation and maintenance of the Licensed Applications as meant for the Licensed Applications provided or developed under this Contract by the Contractor and listed as part of the purchased system. The source code, compiler, utilities, and related documentation shall be provided on CD or via an Electronic Data Transfer to the City. b) All related documentation for Software developed by third parties to the extent that the Contractor is authorized to disclose such Software. In such circumstances, the City shall have an limited right to use, modify and copy the source code and documentation provided that the same restrictions and limitations of the license to the Licensed Applications, as set forth herein, shall apply to City’s rights to such source code and documentation. Before the end of the term of this Contract, City has the option to purchase an annual one (1) Year License, and/or Support, and/or Maintenance Subscription at Contractor’s then-current pricing. The existing Contract will be the controlling document for any such extended Subscription. City will have this option annually thereafter, under the same conditions. Users are defined as City employees or partners and vendors that work with the City. Each license includes full use of the Licensed Applications. Also included is all hosting, operation, maintenance and data back-up for the Software as a Service systems and unlimited support for the Licensed Applications by phone, email, or web based. Restrictions on Licensed Application Use. The City shall not, directly or permit any third party to: 1) disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Licensed Applications; 2) modify, adapt, create derivative works based upon, or translate the Licensed Applications or any portion thereof; 3) resell, distribute, or otherwise grant any rights in Licensed Applications or any portion thereof to any third party, including commercial time-sharing, rental, or service bureau use, or use the Licensed Applications for the benefit of any third party; 4) access the Licensed Applications or any portion thereof other than in connection with the City’s internal use; or 5) publish or participate with any third party in any performance or benchmark tests or analysis relating to the Licensed Applications or any portion thereof. A portion of the Licensed Applications may be comprised of Contractor Data Libraries. The City acknowledges and agrees that the Contractor Data Libraries are original works of authorship created, developed and maintained by Contractor at great expense and that, in addition to being subject to the foregoing restrictions 1) through 5) and applicable copyright laws, are confidential Information of the Contractor that may only be used by the City for its internal use in conjunction with the use of the application components of the Licensed Applications on the terms set forth in this Contract.

Application License. Contractor hereby grants the City a limited, non-exclusive, non-transferable, non-sublicensable limited, revocable upon nonpayment or termination of this agreement license to use the Licensed Applications Contractor software contracted for herein and listed on Exhibit A, Statement of Work, and any and all upgrades / upgrades/updates, bug fixes / fixes/corrections and revisions which may occur during the term of the Contract. The term of Contractor’s license to the City of Garage Data System and Network Manager is perpetualAgreement. Configuration or customization of the Licensed Applications application made according to the City’s requirements will be performed by the Contractor. Ongoing maintenance of these configurations or customizations will be provided by the Contractor to maintain continued compatibility with the Licensed Applications Contractor software contracted for herein and listed on Exhibit A, Statement of Work as upgrades / upgrades/updates, bug fixes / fixes/corrections, or revisions occur occurring to the Licensed Applicationapplication. The Contractor will own in its entirety such configuration development and the Intellectual Property related to the Contractor’s application (including the Licensed Application and all Know How)application; however however, the City shall have a limited, non-exclusive, non-transferable transferable, limited, revocable upon nonpayment or termination of this agreement license, license to use such works from the date that such work is completed and released to the City solely for inspecting, installing, operating and maintaining the goods and services sold to City and not used by City for any other purposeCity. The City shall own all right, title, and interest to all City Data entered into the Licensed Applications licensed application by any user who is or has been authorized and licensed to use the Licensed Applicationsapplication. The Contractor shall own all right, title, and interest in any Anonymous Data. Upon request, the Contractor shall provide copies of the Anonymous Data to the City in the format requested. All archival and backup copies of the Licensed Applications application are subject to the provisions of this ContractAgreement, and all titles, patent numbers, trademarks, copyright and other restricted rights notices shall be reproduced on any such copies. The Contractor must uphold the Contract Agreement and all the terms therein which includes Licensed Applications the Contractor software contracted for herein and listed on Exhibit A, Statement of Work and all Deliverables as set forth in Attachment B - Pricing. Exhibit A. If the Contractor 1) breaches the ContractAgreement; 2) ceases to do business; or 3) this Contract Agreement is terminated by the City either party as defined in Paragraph 69, the Contractor shall provide the City with an option for a 1 one (1) year license Subscription for on the Software as a Service applications (including software support and maintenance) same terms of the prior year’s Subscription, that the City may or may not exercise. If In the event of Contractor’s failure to perform the services due to Contractor’s insolvency or bankruptcy, Contractor is not able agrees to or does not provide said license Subscription, the Contractor shall make available to the City: a) The latest available Licensed Application program source code, compiler, utilities, and related documentation necessary procure a bond for the continued operation and maintenance City in the amount of fees paid by the Licensed Applications as meant City to Contractor for the Licensed Applications provided or developed under this Contract by the Contractor and listed as part of the purchased systemcurrent term. The source code, compiler, utilities, and related documentation shall be provided on CD or via an Electronic Data Transfer to the City. b) All related documentation for Software developed by third parties to the extent that the Contractor is authorized to disclose such Software. In such circumstances, the City shall have an limited right to use, modify and copy the source code and documentation provided that the same restrictions and limitations of the license to the Licensed Applications, as set forth herein, shall apply to City’s rights to such source code and documentation. Before the end of the term of this Contract, City has the option to purchase an annual A one (1) Year year License, and/or Support, and/or and Maintenance Subscription at Contractor’s then-current pricing. The existing Contract will may be the controlling document for any such extended Subscription. City will have this option annually thereafter, under the same conditions. Users are defined as City employees or partners and vendors that work with the Cityrenewed annually. Each license includes full use of the Licensed ApplicationsContractor software contracted for herein and listed on Exhibit A, Statement of Work. Also included is all hosting, operation, maintenance and data back-up for the Software as a Service systems and up, unlimited support for the Licensed Applications by phone, email, or web based. Restrictions on Licensed Application Use. The City shall not, directly or permit any third party to: . 1) disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Licensed Applicationslicensed application; 2) modify, adapt, create derivative works based upon, or translate the Licensed Applications licensed application or any portion thereof; 3) resell, distribute, or otherwise grant any rights in Licensed Applications licensed application or any portion thereof to any third party, including commercial time-sharing, rental, or service bureau use, or use the Licensed Applications licensed application for the benefit of any third party; 4) access the Licensed Applications licensed application or any portion thereof other than in connection with the City’s internal use; or or 5) publish or participate with any third party in any performance or benchmark tests or analysis relating to the Licensed Applications licensed application or any portion thereof. A portion of the Licensed Applications licensed application may be comprised of Contractor Data Libraries. The City acknowledges and agrees that the Contractor Data Libraries are original works of authorship created, developed and maintained by Contractor at great expense and that, in addition to being subject to the foregoing restrictions 1) through 5) and applicable copyright laws, are confidential Information of the Contractor that may only be used by the City for its internal use in conjunction with the use of the application components of the Licensed Applications licensed application on the terms set forth in this ContractAgreement.

Application License. Contractor hereby grants the City a limited, non-exclusive, non-transferable, non-sublicensable royalty free license to use the Licensed Applications IP Based Surveillance System including all components and any and all upgrades / updates, bug fixes / corrections and revisions which may occur during the term of the Contract. The term of Contractor’s license to the City of Garage Data System and Network Manager is perpetualAgreement. Configuration or customization of the Licensed Applications application made according to the City’s requirements will be performed by the Contractor. Ongoing maintenance of these configurations or customizations will be provided by the Contractor to maintain continued compatibility with the Licensed Applications IP Based Surveillance System as upgrades / updates, bug fixes / corrections, or revisions occur to the Licensed Applicationapplication. The Contractor will own in its entirety such configuration development and the Intellectual Property related to the Contractor’s application (including the Licensed Application and all Know How)application; however the City shall have a limited, non-exclusive, non-transferable royalty free license to use such works from the date that such work is completed and released to the City solely for inspecting, installing, operating and maintaining the goods and services sold to City and not used by City for any other purposeCity. The City shall own all right, title, and interest to all City Data entered into the Licensed Applications licensed application by any user who is or has been authorized and licensed to use the Licensed Applicationsapplication. The Contractor shall own all right, title, and interest in any Anonymous Data. Upon request, the Contractor shall provide copies of the Anonymous Data to the City in the format requested. All archival and backup copies of the Licensed Applications application are subject to the provisions of this ContractAgreement, and all titles, patent numbers, trademarks, copyright and other restricted rights notices shall be reproduced on any such copies. The Contractor must uphold the Contract Agreement and all the terms therein which includes Licensed Applications the IP Based Surveillance System and all Deliverables as set forth in Attachment B - Pricing. Paragraph 2.D. If the Contractor 1) breaches the ContractAgreement; 2) ceases to do business; or 3) this Contract Agreement is terminated by the City either party as defined in Paragraph 67, the Contractor shall provide the City with an option for a 1 year license Subscription for the Software as a Service applications (including software support and maintenance) that the City may or may not exercise. If the Contractor is not able to or does not provide said license Subscription, the Contractor shall make available to the City: a) The latest available Licensed Application licensed application program source code, compiler, utilities, and related documentation necessary for the continued operation and maintenance of the Licensed Applications application as meant for the Licensed Applications licensed application provided or developed under this Contract Agreement by the Contractor and listed as part of the purchased system. The source code, compiler, utilities, and related documentation shall be provided on CD or via an Electronic Data Transfer to the City. b) All related documentation for Software developed by third parties to the extent that the Contractor is authorized to disclose such Software. In such circumstances, the City shall have an limited unlimited right to use, modify and copy the source code and documentation provided that the same restrictions and limitations of the license to the Licensed Applications, as set forth herein, shall apply to City’s rights to such source code and documentation. Before the end of the term of this Contract, City has the option to purchase an annual A one (1) Year License, and/or Support, and/or Maintenance Subscription at Contractor’s then-current pricing. The existing Contract will may be the controlling document for any such extended Subscription. City will have this option renewed annually thereafter, under the same conditions. as set forth in Paragraph 2.D. Users are defined as City employees or partners and vendors that work with the City. Each license includes full use of the Licensed ApplicationsIP based Surveillance System. Also included is all hosting, operation, maintenance and data back-up for the Software as a Service systems and up, unlimited support for the Licensed Applications by phone, email, or web based. Restrictions on Licensed Application Use. The City shall not, directly or permit any third party to: 1) disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Licensed Applications; 2) modify, adapt, create derivative works based upon, or translate the Licensed Applications or any portion thereof; 3) resell, distribute, or otherwise grant any rights in Licensed Applications or any portion thereof to any third party, including commercial time-sharing, rental, or service bureau use, or use the Licensed Applications for the benefit of any third party; 4) access the Licensed Applications or any portion thereof other than in connection with the City’s internal use; or 5) publish or participate with any third party in any performance or benchmark tests or analysis relating to the Licensed Applications or any portion thereof. A portion of the Licensed Applications may be comprised of Contractor Data Libraries. The City acknowledges and agrees that the Contractor Data Libraries are original works of authorship created, developed and maintained by Contractor at great expense and that, in addition to being subject to the foregoing restrictions 1) through 5) and applicable copyright laws, are confidential Information of the Contractor that may only be used by the City for its internal use in conjunction with the use of the application components of the Licensed Applications on the terms set forth in this Contract.

Application License. Contractor hereby grants the City a limited, non-exclusive, non-transferable, non-sublicensable royalty free license to use use, the Licensed Applications BAS and any and all upgrades / updates, bug fixes / corrections and revisions which may occur during the term of the Contract. The term of Contractor’s license to the City of Garage Data System and Network Manager is perpetualAgreement. Configuration or customization of the Licensed Applications application made according to the City’s requirements will be performed by the Contractor. Ongoing maintenance of these configurations or customizations will be provided by the Contractor to maintain continued compatibility with the Licensed Applications BAS as upgrades / updates, bug fixes / corrections, or revisions occur to the Licensed Applicationapplication. The Contractor will own in its entirety such configuration development and the Intellectual Property related to the Contractor’s application (including the Licensed Application and all Know How)application; however the City shall have a limited, non-exclusive, non-transferable royalty free license to use such works from the date that such work is completed and released to the City solely for inspecting, installing, operating and maintaining the goods and services sold to City and not used by City for any other purposeCity. The City shall own all right, title, and interest to all City Data entered into the Licensed Applications licensed application by any user who is or has been authorized and licensed to use the Licensed Applicationsapplication. The Contractor shall own all right, title, and interest in any Anonymous Data. Upon request, the Contractor shall provide copies of the Anonymous Data to the City in the format requested. All archival and backup copies of the Licensed Applications application are subject to the provisions of this ContractAgreement, and all titles, patent numbers, trademarks, copyright and other restricted rights notices shall be reproduced on any such copies. The Contractor must uphold the Contract Agreement and all the terms therein which includes Licensed Applications the BAS and all Deliverables as set forth in Attachment B - Pricing. Paragraph 2.D. If the Contractor 1) breaches the ContractAgreement; 2) ceases to do business; or 3) this Contract Agreement is terminated by the City either party as defined in Paragraph 67, the Contractor shall provide the City with an option for a 1 year license Subscription for the Software as a Service applications (including software support and maintenance) that the City may or may not exercise. If the Contractor is not able to or does not provide said license Subscription, the Contractor shall make available to the City: a) The latest available Licensed Application licensed application program source code, compiler, utilities, and related documentation necessary for the continued operation and maintenance of the Licensed Applications application as meant for the Licensed Applications licensed application provided or developed under this Contract Agreement by the Contractor and listed as part of the purchased system. The source code, compiler, utilities, and related documentation shall be provided on CD or via an Electronic Data Transfer to the City. b) All related documentation for Software developed by third parties to the extent that the Contractor is authorized to disclose such Software. In such circumstances, the City shall have an limited unlimited right to use, modify and copy the source code and documentation provided that the same restrictions and limitations of the license to the Licensed Applications, as set forth herein, shall apply to City’s rights to such source code and documentation. Before the end of the term of this Contract, City has the option to purchase an annual A one (1) Year License, and/or Support, and/or Maintenance Subscription at Contractor’s then-current pricing. The existing Contract will may be the controlling document for any such extended Subscription. City will have this option renewed annually thereafter, under the same conditions. as set forth in Paragraph 2.D. Users are defined as City employees or partners and vendors that work with the City. Each license includes full use of the Licensed ApplicationsBAS with permissions controlled by the City. Also included is all hosting, operation, maintenance and data back-up for the Software as a Service systems and up, unlimited support for the Licensed Applications by phone, email, or web based. Restrictions on Licensed Application Use. The City shall not, directly or permit any third party to: 1) disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Licensed Applications; 2) modify, adapt, create derivative works based upon, or translate the Licensed Applications or any portion thereof; 3) resell, distribute, or otherwise grant any rights in Licensed Applications or any portion thereof to any third party, including commercial time-sharing, rental, or service bureau use, or use the Licensed Applications for the benefit of any third party; 4) access the Licensed Applications or any portion thereof other than in connection with the City’s internal use; or 5) publish or participate with any third party in any performance or benchmark tests or analysis relating to the Licensed Applications or any portion thereof. A portion of the Licensed Applications may be comprised of Contractor Data Libraries. The City acknowledges and agrees that the Contractor Data Libraries are original works of authorship created, developed and maintained by Contractor at great expense and that, in addition to being subject to the foregoing restrictions 1) through 5) and applicable copyright laws, are confidential Information of the Contractor that may only be used by the City for its internal use in conjunction with the use of the application components of the Licensed Applications on the terms set forth in this Contract.

Application License. Contractor hereby grants the City a limited, non-exclusive, non-transferable, non-sublicensable license guaranteed fixed price to use the Licensed Applications T-Mobile application and any receive necessary assistance related to software and otherwise for all matters such as all upgrades / updates, bug fixes / corrections and revisions which may occur during the term of the ContractAgreement. The term contract shall be for a period of Contractor’s license five years, with an option for one additional five year period, for a total of ten years. Additional years may be added to the contract based on agreement between the Contractor and the City. However, the City reserves the right to seek a competitive procurement process at the end of the ten year period. Notwithstanding the provisions in this Section 4, Application License, the terms of Section 6, License, of the SyncUp Fleet Addendum to Schedule 70 of the GSA Agreement (“GSA SyncUP Fleet Addendum Terms”) will control licensing and use of the SyncUp Fleet Services from T-Mobile to the City of Garage Data System and Network Manager is perpetual. Configuration or customization of the Licensed Applications made according to the City’s requirements will be performed by the Contractor. Ongoing maintenance of these configurations or customizations will be provided by the Contractor to maintain continued compatibility with the Licensed Applications as upgrades / updates, bug fixes / corrections, or revisions occur to the Licensed ApplicationWichita. The Contractor will own in its entirety such configuration development and the Intellectual Property related to the Contractor’s application (including the Licensed Application and all Know How)application; however the City shall have a limited, nonappropriate use of the T-exclusive, non-transferable license to use such works from Mobile application consistent with the date that such work is completed and released to the City solely for inspecting, installing, operating and maintaining the goods and services sold to City and not used by City for any other purposeAgreement. The City shall own all right, title, and interest to all City Data entered into the Licensed Applications licensed application by any user who is or has been authorized and licensed to use the Licensed Applicationsmonitored unit. The Contractor shall own all right, title, and interest in any Anonymous De-identified Data. Upon requestwritten request by City to Contractor, the Contractor shall provide copies of the Anonymous De-identified Data to the City in the format requested. All archival and backup copies of the Licensed Applications are subject to the provisions of this Contract, and all titles, patent numbers, trademarks, copyright and other restricted rights notices shall be reproduced on any such copies. The Contractor must uphold the Contract Agreement and all the terms therein which includes Licensed Applications the T-Mobile application and all Deliverables as set forth in Attachment B - Pricing. Paragraph 2.D. If the Contractor Contractor 1) breaches the ContractAgreement; 2) ceases to do business; or 3) this Contract Agreement is terminated by the City either party as defined in Paragraph 6, the Contractor shall provide the City with an option for a 1 year license Subscription for the Software as a Service applications (including software support and maintenance) that the City may or may not exercise. If the Contractor is not able to or does not provide said license Subscription, the Contractor shall make available to the City: a) The latest available Licensed Application licensed application program source code, compiler, utilities, and related documentation necessary for the continued operation and maintenance of the Licensed Applications application as meant for the Licensed Applications licensed application provided or developed under this Contract Agreement by the Contractor and listed as part of the purchased system. The source code, compiler, utilities, and related documentation shall be provided on CD or via an Electronic Data Transfer to the City. b) All related documentation for Software developed by third parties to the extent that the Contractor is authorized to disclose such Software. In such circumstances, the City shall have an limited unlimited right to use, modify and copy the source code and documentation provided that the same restrictions and limitations of the license to the Licensed Applications, as set forth herein, shall apply to City’s rights to such source code and documentation. Before the end of the term of this Contract, City has the option to purchase an annual one (1) Year An ongoing License, and/or Support, and/or Maintenance Subscription at Contractor’s then-current pricing. The existing Contract will be is assumed in the controlling document for any such extended Subscription. City will have this option annually thereafter, under the same conditionsAgreement. Users are defined as City employees or partners and vendors that work with the City. Each license includes full use of the Licensed Applications. Also included is T-Mobile application, as well as all hosting, operation, maintenance maintenance, and data back-up for the Software as a Service systems and unlimited support for the Licensed Applications by phone, email, or web based. Restrictions based and in- person based on Licensed Application Use. The City shall not, directly or permit any third party to: 1) disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Licensed Applications; 2) modify, adapt, create derivative works based upon, or translate the Licensed Applications or any portion thereof; 3) resell, distribute, or otherwise grant any rights in Licensed Applications or any portion thereof to any third party, including commercial time-sharing, rental, or service bureau use, or use the Licensed Applications for the benefit of any third party; 4) access the Licensed Applications or any portion thereof other than in connection with the City’s internal use; or 5) publish or participate with any third party in any performance or benchmark tests or analysis relating to the Licensed Applications or any portion thereof. A portion of the Licensed Applications may be comprised of Contractor Data Libraries. The City acknowledges agreement and agrees that the Contractor Data Libraries are original works of authorship created, developed and maintained by Contractor at great expense and that, in addition to being subject to the foregoing restrictions 1) through 5) and applicable copyright laws, are confidential Information of the Contractor that may only be used by the City for its internal use in conjunction with the use of the application components of the Licensed Applications on the terms set forth in this Contractneed.