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CM-05-06-108MASTER SOFTWARE LICENSE AGREEMENT This master software license agreement ("License Agreement") is entered into as of V ., 2.4(J1 , 200 5 (the "Effective Date") by and between TDC Group, Inc. ("Licensor") and City of Round Rock TX ("Licensee") upon the following terms and conditions. Grant of License Agreement. Licensor hereby grants to Licensee a perpetual and nonexclusive right to install and use one copy of the Freeance Software (defined below) and Related Materials (defined below) pursuant to the terms and conditions contained in this License Agreement. The grant of this license is expressly conditioned upon Licensee's representation that the information system environment in which Licensee will operate the Freeance Software and Related Materials will support ArcIMS web services. AH rights not specifically granted by Licensor to Licensee are reserved to Licensor. Reservation of Ownership: Licensor retains exclusive rights, title, and ownership of every copy of the Freeance Software and Related Materials licensed to Licensee under this and any additional License Agreement(s). Licensee agrees to use commercially reasonable efforts to protect the Freeance Software and Related Materials from unauthorized use, reproduction, distribution, or publication and every other prohibited use set forth in this License Agreement. Copyright: The Freeance Software and Related Materials are the exclusive property of Licensor and are protected by United States copyright laws and applicable international treaties and/or conventions. Definitions: As used herein, the following words, phrases, and terms in this License Agreement shall have the following meanings: • "Freeance Software" means the actual copy of all or any portion of the Freeance computer program owned by Licensor and delivered to Licensee on CD-ROM media or via the Internet, inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied to Licensee by Licensor. • "Related Materials" means all of the printed materials, user documentation, training documentation, and sample data relating to the Freeance Software or otherwise necessary to effectuate the license granted herein. Permitted Uses: • Licensee may install and use one copy of the Freeance Software. • Licensee may use the Freeance Software and Related Materials to create web -based client applications for internal and/or external publication, distribution of GIS data and functions and any other similar operational use. • Licensee may make backup copies of the Freeance Software as part of Licensee's routine backup procedure for the sole purpose of preventing Toss or inadvertent destruction of Licensee's data. Backup copies may not be used to create additional working copies of the Freeance Software. • Licensee may use, copy, alter, modify, merge, reproduce, and/or create derivative works of the on- line documentation and/or digital materials only upon Licensor's prior written consent. Any such copies, altered or modified copies and derivative works shall be subject to the terms and conditions of this License Agreement and shall provide the following copyright attribution notice acknowledging Licensor's proprietary rights in the on-line documentation: "Portions of this document include intellectual property of TDC Group, Inc. and are used herein by permission. Copyright ©2001 TDC Group, Inc. All Rights Reserved." Prohibited Uses: • Licensee shall not copy, alter, modify, merge, reproduce, and/or create derivative works of Freeance Software or Related Materials and any related on-line documentation and/or digital materials, except as expressly permitted hereunder. �'��- -C'(42 u • Licensee shall not sell, rent, lease, sublicense, lend, time-share or transfer, in whole or in part, or provide unlicensed third parties access to prior or present versions of the Freeance Software and Related Materials, including all updates, or Licensee's rights under this License Agreement. • Licensee shall not reverse engineer, decompile, or disassemble the Freeance Software. • Licensee shall not remove or obscure any Licensor copyright or trademark notices. Assignment: Licensee is prohibited from assigning its rights under this License Agreement and any such purported assignment by Licensee shall be null and void. Term: This License Agreement shall commence upon Licensee's receipt of the Freeance Software and Related Materials and shall extend in perpetuity. Notwithstanding the foregoing, the parties may terminate this License Agreement at any time upon mutual consent in writing. Upon termination, Licensee shall return to Licensor the Freeance Software and Related Materials and all copies, including copies that have been altered or modified by Licensee, and derivative works created therefrom. Nothing contained herein shall be construed to limit Licensor's right to immediately and unilaterally terminate this License Agreement in the event Licensee breaches any provision herein, including but not limited to, engaging in any of the Prohibited Uses. Software License Fee: Licensee shall pay Licensor a one-time software license fee of $5,750.00 (the "License Fee") for the perpetual use of the Freeance Software and Related Materials provided under this License Agreement. The License Fee is payable in full by Licensee within thirty (30) days of receipt of electronic notice from Licensor that the Freeance Software and Related Materials have been shipped to Licensee. Such License Fee does not include fees relating to updates and/or upgrades to the Freeance software or to any additional software license fees relating to other software applications developed and licensed by Licensor to Licensee, including but not limited to, additional copies or server licenses of the Freeance Software and Related Materials. Additional Software Licenses: This License Agreement covers one server license of the Freeance Software and Related Materials, exclusive of upgrades which are covered by a separate Software Maintenance Agreement. Licensee may order additional server licenses of the Freeance Software by purchase order and without signed amendment hereto provided the following language is incorporated in the signed purchase order: "Software acquired under this Purchase Order No. 19 9 7 5 is hereby licensed under the same terms and conditions as previously agreed in the Master Software License Agreement executed on 0%411 t.1 2.41, 200 5 ." Additional software license fees will be charged for each additional copy or server license of the Freeance Software ordered by Licensee through a separate purchase order. Any conflict between the terms of this License Agreement and any Purchase Order shall be resolved in favor of the terms of this License Agreement. Limited Warranty: Licensor warrants that the Freeance Software will substantially conform to the operational requirements designated in the Related Materials for a period of one (1) year from the date of installation. Licensor warrants that the media upon which the Freeance Software and the Related Materials provided will further be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of installation. The Licensee acknowledges that the data may contain some nonconformities, defects, errors, and/or omissions. Licensor does not warrant that the Freeance software will operate bug -free, will meet Licensee's needs or expectations, that the use of the data will be uninterrupted, or that all nonconformitites can or will be corrected. Licensor is not inviting reliance on these data, and Licensee should always verify actual map data and information. The data contained in this package are subject to change without notice. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, NON -INFRINGEMENT, TITLE, SATISFACTORY QUALITY, ACCURACY, RELIABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE FREEANCE SOFTWARE AND RELATED MATERIALS. 2 Exclusive Remedy and Limitation of Liability: During the warranty periods stated above, Licensor's entire liability and Licensee's exclusive remedy shall be, at Licensor's option, (i) to attempt to correct or work around errors; (ii) to replace the Freeance Software and Related Materials in accordance with the applicable Licensor User Support Policy; or (iii) to return the License Fee paid by Licensee to Licensor and to terminate the Agreement upon the Licensee's return to Licensor of all copies of the Freeance Software and Related Materials, whether modified or altered by Licensee, and any and all derivative works created therefrom. Licensor shall not be liable for indirect, special, incidental, or consequential damages related to Licensee's use of the Freeance Software and Related Materials, even if Licensor is advised of the possibility of such damage. Indemnity: Licensor, at its own expense, will defend and indemnify Licensee from all claims that the Freeance Software and Related Materials furnished under this License Agreement infringe upon a U.S. Copyright, provided that Licensee gives Licensor prompt written notice of such claims and permits Licensor the sole right to control the defense of all such claims and provides Licensor all reasonable cooperation. If, in Licensor's sole discretion, the Freeance Software or Related Materials is, or may become, subject to a claim of infringement, Licensor, at its option, will use commercially reasonable efforts to obtain the right for Licensee to continue using the Freeance Software and Related Materials or replace or modify the Freeance Software and Related Materials so as to make them noninfringing. If none of the alternatives are available on commercially reasonable terms then Licensee agrees to return the Freeance Software and Related Materials upon Licensor's written request. Licensor will not indemnify or defend Licensee from any infringement claim resulting from Licensee's unauthorized modification or alteration of the Freeance Software and Related Materials. This section states Licensor's entire obligation to Licensee and Licensee's sole and exclusive remedy for copyright infringement. Export Regulations: Licensee acknowledges that this License Agreement and the performance thereof are subject to compliance with any and all applicable Unites States laws, regulations, or orders relating to the export of computer software or know -how relating thereto. The Freeance Software and Related Materials have been determined to be "Technical Data" under United States export laws. Licensee agrees to comply with all laws, regulations, and orders of the United States in regard to any export of such Technical Data. Licensee agrees not to disclose or re-export any Technical Data received under this License Agreement in or to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, including but not limited to, Cuba, Iran, Iraq, Libya, Sudan and North Korea, unless Licensee has obtained prior written authorization from Licensor and the U.S. Office of Export Control. Severability: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. No Implied Waivers: No failure or delay by Licensor in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Licensor. Governing Law: This Agreement shall be governed by the laws of the State of Texas without reference to conflict of laws principles. The parties hereby consent to the personal jurisdiction of the courts of this county and waive their rights to change venue. Entire Agreement and Amendments: This Agreement constitutes the sole and entire agreement of the parties as to the matters set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto. Except as otherwise expressly provided herein, any amendments to this License Agreement must be in writing signed by an authorized representative of each party. 3 Counterparts: The parties may execute this License Agreement in counterparts, each of which shall be considered to be an original and shall be part of this License Agreement. IN WITNESS WHEREOF, the parties hereto have executed this License Agreement to be effective, valid, and binding upon the parties as of the Effective Date as executed by their duly authorized representatives. Licensor: TDC Group, Inc. Licensee: City of Round Rock By: By: .t Matthew D. Reddington, Jr., President ItsNio es R. Nu s e , P.E. ty Manager 4 Counterparts: The parties may execute this License Agreement in counterparts, each of which shall be considered to be an original and shall be part of this License Agreement. IN WITNESS WHEREOF, the parties hereto have executed this License Agreement to be effective, valid, and binding upon the parties as of the Effective Date as executed by their duly authorized representatives. Licensor: TDC Group, Inc. Licensee: By: By: Matthew D. Reddington, Jr President Its: 4