JOC System License Clause Samples

JOC System License a. The Consultant hereby grants to the Contractor, and the Contractor hereby accepts from the Consultant for the term of this Contract or Consultant’s Contract with the Owner, whichever is shorter, a non-exclusive right, privilege, and license to Consultant’s proprietary JOC System and related proprietary material (collectively referred to as “Proprietary Information”) to be used for the sole purpose of executing Contractor’s responsibilities to the Owner under this Contract. The Contractor hereby agrees that Proprietary Information shall include, but is not limited to, Consultant’s JOC Applications and support documentation, Construction Task Catalog®, training material and other Consultant provided proprietary material. In the event the is Contract expires or terminates as provided herein, or the Consultant’s Contract with the Owner expires or terminates, this JOC System License shall terminate and the Contractor shall return all Proprietary Information in its possession to the Consultant. b. Consultant may terminate this License Agreement in the event of: (1) any breach of a material term of this Agreement by the Contractor which is not remedied within ten

JOC System License. Gordian hereby grants to the Contractor for the term of this Contract, a non- exclusive right, non-transferable, privilege, and license to Gordian’s proprietary JOC System (comprised of the JOC software applications and support documentation, the CTC, construction cost data, Technical Specifications, training materials, marketing materials and any other proprietary materials provided to Contractor by Gordian (collectively referred to as “Proprietary Information”). The Proprietary Information will be used for the sole purpose of executing Contractor’s responsibilities to CCOG and the Members under this Contract (“Limited Purpose”). In the event this Contract expires or terminates as provided herein, or the Gordian’s contract with CCOG expires or terminates, this JOC System License will terminate and the Contractor will return all Proprietary Information in its possession to Gordian. Contractor acknowledges that Gordian will retain exclusive ownership of all proprietary rights to the Proprietary Information, including all U.S. and international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. Contractor will have no right or interest in any portion of the Proprietary Information except the right to use the Proprietary Information for the Limited Purpose set forth herein. Except in furtherance of the Limited Purpose, Contractor must not distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, provide access to, use or sell, directly or indirectly (including in electronic form), any portion of the Proprietary Information. Contractor acknowledges and agrees to respect the copyrights, trademarks, trade secrets, and other proprietary rights of ▇▇▇▇▇▇▇ in the Proprietary Information during and after the term of this Contract, and must at all times maintain complete confidentiality with regard to the Proprietary Information provided to Contractor, subject to federal, state and local laws related to public disclosure. Contractor further acknowledges that a breach of any of the terms of this Contract by Contractor will result in irreparable harm to Gordian for which monetary damages would be an inadequate remedy, and ▇▇▇▇▇▇▇ will be entitled to injunctive relief (without the necessity of posting a bond) as well as all other monetary remedies available at law or in equity. In the event that it becomes necessary for either party to this JOC System License to enforce the provisions ...

JOC System License a. The Consultant hereby grants to the Contractor, and the Contractor hereby accepts from the Consultant for the term of this Contract or Consultant’s Contract with thte Owner, whichever is shorter, a non-exclusive right, privilege, and license to Consultant’s proprietary JOC System and related proprietary material (collectively referred to as “Proprietary Information”) to be used for the sole purpose of executing Contractor’s responsibilities to the Owner under this Contract. The Contractor hereby agrees that Proprietary Information shall include, but is not limited to, Consutant’s JOC Applications and support documentation, Construction Task Catalog®, training material and other Consultant provided proprietary material. In the event the is Contract expires or terminates as provided herein, or the Consultant’s Contract with the Owner expires or terminates, this JOC System License shall terminate and the Contractor shall return all Proprietary Information in its possession to the Consultant. b. Consultant may terminate this License Agreement in the event of: (1) any breach of a material term of this Agreement by the Contractor which is not remedied within ten (10) days after written notice to the breaching party; or

JOC System License. Gordian hereby grants to the Contractor for the term of this Contract, a non- exclusive right, non-transferable, privilege, and license to Gordian’s proprietary JOC System (comprised of the JOC software applications and support documentation, the CTC, construction cost data, Technical Specifications, training materials, marketing materials and any other proprietary

JOC System License. Gordian hereby grants to Owner, and Owner hereby accepts from Gordian for the term of this Agreement, a non-exclusive right, privilege and license to Gordian’s Job Order Contracting System and other related proprietary materials (collectively referred to as “Proprietary Information”) to be used for the sole purpose of operating Owner’s Job Order Contracting program. The parties hereby agree that Proprietary Information shall include, but is not limited to, the JOC Information Management System (as defined below) applications and support documentation, Construction Task Catalog® (also commonly referred to as a unit price book), construction cost data, training materials and other proprietary materials provided by Gordian. In the event this Agreement expires or terminates as provided herein, this JOC System License shall terminate and Owner shall return to Gordian all Proprietary Information in Owner’s possession.

JOC System License. Gordian hereby grants to the Contractor for the term of this Contract, a non- exclusive right, non-transferable, privilege, and license to Gordian’s proprietary JOC System (comprised of the JOC software applications and support documentation, the CTC, construction cost data, Technical Specifications, training materials, marketing materials and any other proprietary materials provided to Contractor by Gordian (collectively referred to as “Proprietary Information”). The Proprietary Information will be used for the sole purpose of executing Contractor’s responsibilities to CCOG and the Members under this Contract (“Limited Purpose”). In the event this Contract expires or terminates as provided herein, or the Gordian’s contract with CCOG expires or terminates, this JOC System License will terminate and the Contractor will return all Proprietary Information in its possession to Gordian.

JOC System License. Contractor hereby grants to the Orange County Public Works (“County”), and the County hereby accepts from Contractor for the term of this Agreement, a non-exclusive, non- transferable right, privilege and license to Contractor’s Job Order Contracting System and other related proprietary materials (collectively referred to as “Proprietary Information”) to be used for the sole purpose of operating the County’s Job Order Contracting program. The parties hereby agree that Proprietary Information shall include, but is not limited to, Contractor's eContractor® application and support documentation, Construction Task Catalog® (also commonly referred to as a unit price book) and information contained therein, training materials and other proprietary materials provided by the Contractor. In the event this Agreement expires or terminates as provided herein, this JOC System License shall terminate and the County shall return to the Contractor all Proprietary Information in the County’s possession. The County acknowledges that disclosure of Proprietary Information will result in irreparable harm to Contractor for which monetary damages would be an inadequate remedy and agrees that no such disclosure shall be made to anyone without first receiving the written consent of Contractor. The County further acknowledges and agrees to respect the copyrights, registrations, trade secrets and other proprietary rights of Contractor in the Proprietary Information during and after the term of this Agreement and shall at all times maintain complete confidentiality with regard to the Proprietary Information provided to the County, subject to federal and state laws related to public records disclosure. Contractor agrees to grant a license to each contractor that is awarded a JOC contract by the County, provided the JOC contractor agrees to pay the contractor license fee in effect when the County awards them the contract, and provided the County includes licensing language in the JOC contract similar in form to this JOC System License. Upon expiration or termination of this Agreement as provided herein, Contractor shall provide all data generated by the County in a form accessible by a standard database program, such as Microsoft® Access®. In the event of a conflict in terms and conditions between this JOC System License and any other terms and conditions of this Agreement or any purchase order or similar purchasing document issued by the County, this JOC System License shall take prec...

JOC System License. Gordian hereby grants to the Contractor, and the Contractor hereby accepts from Gordian for the term of this Contract or Gordian’s Contract with the Owner, whichever is shorter, a non-exclusive right, privilege, and license to Gordian’s proprietary JOC System and related proprietary materials (collectively referred to as “Proprietary Information”) to be used for the sole purpose of executing Contractor’s responsibilities to the Owner under this Contract. The Contractor hereby agrees that Proprietary Information shall include, but is not limited to, Gordian‘s JOC Applications and support documentation, Construction Task Catalog, training materials and other Gordian provided proprietary materials. In the event this Contract expires or terminates as provided herein, or Gordian’s Contract with the Owner expires or terminates, this JOC System License shall terminate and the Contractor shall return all Proprietary Information in its possession to Gordian.

JOC System License. Gordian hereby grants to Sourcewell, and Sourcewell hereby accepts from Gordian for the term of this Agreement, a non-exclusive right, privilege and license to Gordian’s Job Order Contracting (JOC) System and other related proprietary materials to be used for the sole purpose of implementing and executing the EZIQC Program. Proprietary Information will include, but is not limited to Gordian’s JOC Information Management System (as defined below), and support documentation, Construction Task Catalog (also commonly referred to as a Unit Price Book), construction cost data, training materials and other proprietary materials provided by ▇▇▇▇▇▇▇. In the event this Agreement expires or terminates as provided herein, this JOC System License will terminate and Sourcewell will return to Gordian all Proprietary Information in its possession. Sourcewell agrees to respect the copyrights, registrations, trade secrets and other proprietary rights of ▇▇▇▇▇▇▇ in the Proprietary Information during and after the term of this Agreement and will not reproduce, distribute or otherwise use the Proprietary Information for any purpose except as provided for herein, subject to federal and state laws related to public records disclosure. ▇▇▇▇▇▇▇ believes that the unauthorized disclosure of Proprietary Information will result in irreparable harm to Gordian for which monetary damages would be an inadequate remedy and that no such disclosure will be made to anyone without first providing notice to ▇▇▇▇▇▇▇. The parties acknowledge that as a local agency of the State of Minnesota, Sourcewell is required to comply with the Minnesota Government Data Practices Act (Minnesota Statutes Chapter 13) which classifies and controls government data. ▇▇▇▇▇▇▇ considers its Proprietary Information to meet the statutory definition of Trade Secret and would therefore be protected from release. Sourcewell will provide prompt notice to Gordian in the event of receipt of a request for release of ▇▇▇▇▇▇▇’s Proprietary Information, but will have no obligation to seek an administrative or judicial order declaring the data non-public or trade secret under Chapter 13. ▇▇▇▇▇▇▇ agrees to grant a license to each EZIQC Contractor that is awarded an EZIQC Contract by Sourcewell in connection with the EZIQC Program, provided the EZIQC Contractor remits all required payments to Gordian in a timely manner, and provided Sourcewell includes licensing language in the EZIQC contract similar in form to this JOC System Licen...