HomeMy WebLinkAboutC2011-376 - 9/29/2011 - NA6
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SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT is entered into as of the I" day of October, 2011, (hereinafter referred
to as the "Effective Date ") by and between Brazos Technology Corporation, a Texas corporation,
with its principal offices located at 526 University Drive East, Suite 201 -A, College Station, Texas
77840 (hereinafter referred to as 'Brazos Technology "), and City of Corpus Christi, a Texas
Municipality with its principal offices located at 1201 Leopard St., Corpus Christi TX 78401
(hereinafter referred to as "Licensee"),
This Agreement is made with respect to the following facts and objectives:
- RECITALS
A. Brazos Technology has developed a proprietary software product, which is designed
to extend data and processes across multiple platforms and technologies (hereinafter
referred to as the "Software ").
B. Licensee desires to obtain a non - exclusive license to use the Software and Brazos
Technology desires to grant Licensee such a Iicense.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and
covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. License Brazos Technology hereby grants to Licensee a non - exclusive license to
use the Software and the documentation, if any, provided in connection therewith (hereinafter
referred to as the 'Documentation ") solely in connection with RDC, eCitation, and Parking Citation
. Licensee may make one copy of the Software and Documentation for back -up and/or archival
purposes.
2. Licensee Fee Licensee agrees to pay Brazos Technology the license fee identified
in Exhibit A to this Agreement. Such fee shall be due immediately upon execution of this
Agreement by the parties. Fees for Configuration/Installation will be due on the following
schedule: %z upon contract execution and % upon delivery. Fees for training will be due upon
delivery.
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3. Limitations of Use Licensee acknowledges and agrees that Licensee will not
timeshare, modify, sublicense, transfer, assign, copy, reverse engineer or decompile the Software,
Documentation or any portion thereof except as expressly set forth herein. Licensee fiu
acknowledges and agrees that Licensee will limit its use of the Software and Documentation to the
number of users and/or the site location identified in Exhibit A to this Agreement.
4. Non - disclosure Licensee acknowledges and agrees that the Software and
Documentation contain trade secrets and/or confidential information (hereinafter collectively
referred to as "Confidential Information ") and that Licensee will take reasonable efforts to prevent
the disclosure of such Confidential Information to any third party.
5. Ownership Licensee acknowledges and agrees that Brazos Technology is the sole
owner of all right, title and interest in and to the Software and Documentation and that nothing
contained herein shall grant Licensee any ownership interest in the Software or Documentation.
6. Upgrades In the event that Brazos Technology, in its sole discretion, should
provide Licensee with any upgrades, corrections or modifications to the Software or
Documentation, such upgrades, corrections or modifications shall be considered, as applicable,
"Software" or "Documentation" for the purposes of this Agreement. Notwithstanding the foregoing,
nothing contained in this Agreement shall be construed as obligating Brazos Technology to provide
Licensee with any upgrades, corrections, modifications, maintenance services or support services
hereunder.
7. Warran
a. Brazos Technology warrants and represents that it is the owner of all right, title and
interest in and to the Software and Documentation and that use of the Software and Documentation
as contemplated herein shall not infringe upon any third party patent or copyright. This warranty
and representation does not apply to any infringement arising out of any unauthorized modification
of the Software or Documentation or any infringement arising out of the use of the Software or
Documentation in combination with any third party product.
b. BRAZOS TECHNOLOGY DOES NOT WARRANT OR REPRESENT THAT
ANY USE OF THE SOFTWARE OR DOCUMENTATION WILL BE UNINTERRUPTED OR
ERROR FREE.
8. INDEMNIFICATION FOR BREACH OF THE WARRANTY PROVISIONS
BRAZOS TECHNOLOGY AGREES TO INDEMNIFY AND DEFEND LICENSEE FROM
AND AGAINST ANY THIRD PARTY CLAIM ARISING OUT OF A BREACH OF THE
WARRANTY PROVISIONS SET FORTH IN THIS AGREEMENT, PROVIDED THAT
BRAZOS TECHNOLOGY IS PROVIDED WITH PROMPT NOTICE OF ANY SUCH
THIRD PARTY CLAIM AND BRAZOS TECHNOLOGY IS ALLOWED FULL
CONTROL OVER THE DEFENSE OF SUCH CLAIM. LICENSEE ACKNOWLEDGES
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AND AGREES THAT BRAZOS TECHNOLOGY MAY FULFILL ITS OBLIGATIONS
HEREUNDER BY (I) OBTAINING FROM THE THIRD PARTY CLAIMANT A LICENSE
PURSUANT TO WHICH LICENSEE MAY CONTINUE ITS USE OF THE SOFTWARE
AND DOCUMENTATION OR (H) PROVIDING LICENSEE WITH SUBSTITUTE
SOFTWARE AND /OR DOCUMENTATION THAT DOES NOT INFRINGE UPON THE
RIGHTS OF THE THIRD PARTY CLAIMANT. LICENSEE FURTHER
ACKNOWLEDGES AND AGREES THAT IN THE EVENT THAT BRAZOS
TECHNOLOGY, IN ITS SOLE DISCRETION, DETERMINES THAT NEITHER OF THE
OPTIONS SET FORTH ABOVE ARE REASONABLE, BRAZOS TECHNOLOGY MAY
FULFILL ITS OBLIGATIONS HEREUNDER BY TERMINATING THIS AGREEMENT
AND REFUNDING TO LICENSEE THE LICENSE FEES PAID BY LICENSEE TO
BRAZOS TECHNOLOGY HEREUNDER, PRORATED OVER A PERIOD OF FIVE (5)
YEARS. HOWEVER, NOTWITHSTANDING THE FOREGOING TWO SENTENCES,
BRAZOS TECHNOLOGY MUST CONTINUE, AT ITS OWN EXPENSE, TO
INVESTIGATE ALL CLAIMS AND DEMANDS ARISING OUT OF A BREACH OF
THE WARRANTY PROVISIONS SET FORTH IN THIS AGREEMENT, ATTEND TO
THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED
THEREON WITH COUNSEL REASONABLY SATISFACTORY TO LICENSEE AND
PAY ALL CHARGES OF ATTORNEY AND ALL OTHER COSTS AND EXPENSES OF
ANY HIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS,
DEMANDS OR ACTIONS.
9. Limitation of Liability
a. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT BRAZOS
TECHNOLOGY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO LICENSEE
OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL,
INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES OR ANY KIND
WHATSOEVER, INCLUDING WITHOUT LIMITATION, PROPERTY DAMAGE, PHYSICAL
INJURY, LOST SAVINGS, ARISING OUT OF THE USE OF THE SOFTWARE OR
DOCUMENTATION, REGARDLESS OF WHETHER ARISING UNDER BREACH OF
CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY
OR CLAIM, EVEN IF BRAZOS TECHNOLOGY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD
HAVE BEEN REASONABLY FORESEEN.
b. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT UNDER
NO CIRCUMSTANCES SHALL THE ENTIRE LIABILITY OF BRAZOS TECHNOLOGY FOR
ANY LOSS OR CLAIM ARISING OUT OF THIS AGREEMENT, ANY USE OF THE
SOFTWARE OR DOCUMENTATION, OR ANY INABILITY TO USE THE SOFTWARE OR
DOCUMENTATION, EXCEED THE SUM OF THE LICENSE FEE PAID BY LICENSEE TO
BRAZOS TECHNOLOGY HEREUNDER.
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10. Allocation or Risks LICENSEE ACKNOWLEDGES AND AGREES THAT THE
LICENSEE FEE PAID BY LICENSEE TO BRAZOS TECHNOLOGY FAIRLY AND
ACCURATELY REFLECTS THE ALLOCATION OF RISKS BETWEEN LICENSEE AND
BRAZOS TECHNOLOGY, INCLUDING WITHOUT LIMITATION, THE TERMS AND
CONDITIONS SET FORTH IN THE WARRANTY AND LIMITATION OF LIABILITY
SECTIONS OF THE AGREEMENT. LICENSEE FURTHER ACKNOWLEDGES AND
AGREES THAT ANY MODIFICATIONS TO THE ALLOCATIONS OF RISK WOULD
REQUIRE BRAZOS TECHNOLOGY TO CHARGE A HIGHER LICENSEE FEE FOR THE
SOFTWARE AND DOCUMENTATION. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, LICENSEE ACKNOWLEDGES AND AGREES THAT EACH OF THE TERMS
AND CONDITIONS SET FORTH IN THE WARRANTY AND LIMITATION OF LIABILITY
SECTIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT, EVEN
IF ANY REMEDY CONTAINED HEREIN IS DETERMINED TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE.
11. Term and Termination
a. This Agreement shall commence as of the Effective Date and shall continue unless
and until terminated as set forth herein.
b. Either party may terminate this Agreement in the event that the other party commits
a material breach of this Agreement and fails to cure such material breach within twenty (20) days
after receiving written notice of the same. Licensee may terminate this Agreement, with or without
cause, at any time, upon thirty (30) days written notice.
C. Brazos Technology may terminate this Agreement, immediately upon written notice
to Licensee, in the event that Licensee fails to use the Software and Documentation for the purpose.
contemplated herein.
d. Immediately upon any termination of this Agreement, Licensee shall return to
Brazos Technology any and all copies of any Software or Documentation in its possession.
e. The terms and conditions of this Agreement relating to Non - disclosure, Warranty,
Limitation of Liability and Allocation of Risks shall survive any termination or expiration of this
Agreement.
12. Assignment Licensee acknowledges and agrees that it may not assign any right or
obligation arising under this Agreement to any third party without the express written consent of
Brazos Technology which may be withheld for any or no reason.
13. Governing Law This Agreement, including its interpretation, performance and
enforcement shall be governed by and construed in accordance with the laws of the State of Texas
applicable to contracts entered into and performed in Nueces County, and exclusive jurisdiction
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over any dispute arising out of or relating to this Agreement shall be held by the appropriate state
and/or federal courts located in Nueces County, Texas.
14. Binding Effect This Agreement shall inure to the benefit of and binding upon the
parties hereto and to their respective successors and legal representatives.
15. Nonwaiver No provisions of this Agreement will be waived by any party except in
writing. The parties hereto agree that the waiver by any party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision
by the same party, or any other provision or condition of this Agreement.
16. No Joint Venture Nothing herein contained shall be construed to place the
parties in the relationship of partners, joint venturers, or principal and agent and neither party .shall
have any power to obligate or bind the other party in any manner whatsoever.
17. Severability If any provision or application of this Agreement shall be held invalid
or unenforceable the remaining provisions and applications of this Agreement shall not be affected,
but rather shall remain valid and enforceable.
18. Entire Agreement This Agreement constitutes the entire agreement and supersedes
any and all other understandings and agreements between the parties with respect to the subject
matter hereof and no representation, statement or promise not contained herein shall be binding on
either party. This Agreement may be modified only by a written amendment duly signed by
persons authorized to sign agreements on behalf of the parties and shall not be supplemented or
modified by any course of dealing or trade usage.
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IN WITNESS WHEREOF, the parties have hereunder executed this Agreement effective as of the
date last signed.
CITY OF CORPUS CHRISTI
BRAZOSTECHNOLOGY
Signed: Signed:
Print Name: Fbfta d L. 0 1500
Print Nance: Michael S. McAleer
Title:
Date:
J.
Lisa Agul ar
ASSiStant r;i" attorney
For City attorney
Title: President
Date: 7 `)'T-2,0lf
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EXHIBIT A
Five (5) RunIT software license for PDA $13,830 USD
Software Includes:
Unlimited number of logins to the PDA
One -Year of Software Maintenance
One -Year of Software Support
IN -A -BOX, COP, ELECTRONIC CITATION, INTEGRATION, SOFTWARE,
SERVICES. GSA CONTRACT# GS- 35F0096X, SKU# IB- ONSITE- BRAZOS- IU -GOV
Configuration/Installation Fee $ INCL
Configuration Includes:
Customized PDA/Web screen layouts
Customized citation receipt for defendant
Customized citation report for court and PD
Integration with electronic data processing system used for processing of criminal
violationsfiled at Municipal Court
Integration with electronic data processing system used for processing of non-
criminal violations filed at Municipal Court
Extended Training $ INCL
2 days of on -site training of officers
1 day of administrator training
Classroom and practical training
* Brazos will deliver the equipment to eliminate shipping to customer.
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