CITY OF PHOENIX ITD DATA LICENSING AGREEMENT

1. The City of Phoenix ("COP") grants the Licensee undersigned (the "Licensee") a non-exclusive, non-transferable license to use the following COP data (hereafter "Data"), and any related documentation (hereafter "Files"). This license shall commence as of the date hereof and continue until the Licensee submits in writing to the COP stating discontinuation of use and return of the Files.

The Licensee agrees to use reasonable care, but in all events at least the same degree of care that it uses to protect its own proprietary data and information of similar importance, to prevent the unauthorized use, disclosure, or availability of all information of a proprietary nature that it receives in connection with this Agreement. The Licensee will require its personnel to agree to do likewise.

The Licensee will not be liable for inadvertent unauthorized use of and proprietary data or information, provided that upon discovery of such inadvertent, unauthorized use, the Licensee notifies the COP and cooperates to prevent any further unauthorized use of the proprietary data and information in the Licensee's possession.

The Licensee's obligations respecting the unauthorized use of the data and information will survive termination of this Agreement and will remain in effect as long as the Licensee continues to possess or control data or information furnished by the COP.

2. COP retains ownership of the Data and Files, and the items supplied by COP with this Licensing Agreement are for the sole use of the Licensee. The Licensee agrees that (s)he will not assign, license, distribute, or transfer the Data and/or Files to any other person, firm, corporation, or other organization without the prior written consent of the COP.

To the extent the COP discloses proprietary data and information pursuant to this Agreement, the Licensee acknowledges that the COP claims and reserves all rights and benefits afforded proprietary information under law, that this Agreement does not effect any transfer of title or interest in or to any proprietary data or information of the COP, and that it is granted only a limited right of use of such proprietary data and information as set forth in this Agreement.

3. The COP warrants that it has the right to convey the data and information to be provided under this Agreement, and that the Licensee's use of the data in accordance with the terms of this Agreement does not and will not violate any applicable law, rule or regulation; any contracts with third parties; or any third-party rights in any U.S. patent, U.S. copyright, trademark, trade secret, or similar right.

ALL DATA AND INFORMATION PROVIDED UNDER THIS AGREEMENT IS PROVIDED ON AN "AS IS" BASIS. NO LIABILITY IS ASSUMED BY THE COP FOR THE ACCURACY, COMPLETENESS, CONDITION, SUITABILITY OR PERFORMANCE OF THE DATA AND INFORMATION PROVIDED HEREUNDER. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE COP DISCLAIMS ALL WARRANTIES RESPECTING THE DATA AND INFORMATION PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Licensee will be solely responsible for the selection, installation, use, efficiency and suitability of the data and information.

Except for the COP's liability for damages for infringement of intellectual property rights, in no event will the COP be liable for any indirect, exemplary, incidental or consequential damages arising out of or otherwise relating to the use of the data or information, however caused, including, but not limited to, loss of data, business interruption, loss of profits, or other economic loss, even if the COP has been advised of the possibility of such damages.

4. It is the responsibility of the Licensee to ensure that the individuals who are authorized to access the data only do so for purposes authorized under this Agreement and do not abuse that access in any way or manner.

5. This Agreement is not intended to and will not constitute, create, give rise to, or otherwise recognize a joint venture, partnership or formal business association or organization of any kind between the parties, and the rights and obligations of the parties will be only those expressly set forth in this Agreement. Nothing in this Agreement will be interpreted or construed as creating or establishing the relationship of employer and employee between the COP and either the Licensee or any employee or agent of the Licensee. The Licensee will be liable to the COP for any financial liability arising from any finding to the contrary by any forum of competent jurisdiction.

6. Neither party will be liable for any costs nor damages due to nonperformance under this Agreement arising out of any cause or event not within the reasonable control of such party and without its fault or negligence. Such circumstances will include, but will not be limited to, acts of God, acts of war, civil commotions, riots, strikes, lockouts, disruptions of telecommunications transmissions, accident, fire, water damages, flood, earthquake, or other natural catastrophes.

7. This Agreement will be governed and construed in all respects in accordance with the laws of the State of Arizona.

8. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written agreements concerning the use of such data and information. Any supplement to or modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

9. The COP agrees to defend, at its own expense, and to indemnify and hold harmless the Licensee and its officers, agents, and employees from and against all judgments, claims, damages, suits, liabilities, settlements, costs and demands, including reasonable attorneys' fees, suffered or incurred by the Licensee as a result of any claim that the data and information provided within the scope of this Agreement infringes any U.S. patents, U.S. copyrights, trademarks, trade secrets or other intellectual property rights of third parties, provided that the COP is promptly notified in writing of such claim. The COP will have the sole right to control the defense of all such claims, lawsuits and other proceedings including the right to settle the same. In no event will the Licensee settle any such claim, lawsuit or proceeding without the COP's prior express written approval. The Licensee will cooperate with the COP in a reasonable way to facilitate the settlement or defense of such claim. The foregoing states the entire liability of the COP with respect to infringement of any intellectual property rights by the data or information or any parts thereof. The COP's obligations under this paragraph will survive the termination of this Agreement for any reason.

The foregoing provisions of this Section will not apply to the extent that such infringement or unauthorized use arises from, or could have been avoided except for (1) the Licensee's modification of the data and information or use thereof in a manner not contemplated by this Agreement, (2) the failure of the Licensee to use any corrections or modifications made available by the COP, (3) data, information, materials, instructions, or specifications provided by or on behalf of the Licensee, or (4) the use of the data and information in combination with any data and information not provided by the COP, unless the COP's data and information infringes the third party's intellectual property rights in the absence of such combination.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below.

 
Company Name: _____________________________________
 TYPED OR PRINTED
 
By: ________________________________________________
 AUTHORIZED SIGNATURE
 
Name:______________________________________________ 
 TYPED OR PRINTED 
 
Title:_______________________________________________
  TYPED OR PRINTED
 
Date: _______________________________________________
 TYPED OR PRINTED
 
Address: ____________________________________________
 TYPED OR PRINTED
 
Phone: (_______)______________-______________________
 
Email Address: ______________________________________
 TYPED OR PRINTED