HomeMy WebLinkAboutData Exchange License Agreement IGCData Exchange License Agreement
THIS LICENSE AGREEMENT (hereinafter referred to as the "AGREEMENT") made
and dated this /9'r14 day of JUL2016, by and between
INTERMOUNTAIN GAS COMPANY. hereinafter referred to as "IGC"), an Idaho
corporation, with offices at 555 S Cole Rd and the City of Meridian, an Idaho municipal
corporation whose address is 33 E. Broadway Avenue, Meridian, Idaho (hereinafter
referred to as "Recipient"). Each or both may also hereinafter be referred to as the
"Party" or "Parties" respectively.
WHEREAS, IGC possesses certain technical, digital, documentary, land base, facility,
photographic, or other information or data which IGC considers proprietary to it and
relates to its Geographic Information System (GIS) data base (hereinafter referred to as
"PROPRIETARY INFORMATION"), and
WHEREAS, Recipient desires to use portions of IGC's PROPRIETARY INFORMATION
for the purposes of developing maps and mapping applications, and Recipient desires
to obtain the right to use IGC's PROPRIETARY INFORMATION and updates thereto in
exchange for providing IGC upon request with;
A. Access to Recipient's corresponding GIS database, as updated. The access
shall consist of supplying requested land base data, aerial photos, and/or
facility data.
B. Authorization to use Recipient's GIS information to update and augment
IGC's PROPRIETARY INFORMATION.
C. Maps and other types of data developed with the aid of IGC's
PROPRIETARY INFORMATION.
WHEREAS, it is recognized that in anticipation of any current or future need to share
information or coordinate projects between the Parties, it may be both necessary and
desirable that IGC provide to Recipient the above-described PROPRIETARY
INFORMATION.
NOW, THEREFORE, in consideration of these promises, and of the mutual promises
and covenants contained herein, the Parties hereto agree as follows:
IGC shall provide to Recipient certain PROPRIETARY INFORMATION
designated in Exhibit A attached hereto for the LIMITED USE ONLY as set forth
in Section 3 of this Agreement, including requested land base, aerial photos,
and/or facility data. The PROPRIETARY INFORMATION to be disclosed by IGC
may be contained in documents, electronic media (ArcGIS Geodatabase, ArcGIS
Shapefile, ®xF, ®WG, JPEG, and/or .TIF format only), and other materials.
2. The Parties hereto agree that IGC retains all right, title, and interest in and to the
disclosed PROPRIETARY INFORMATION and that Recipient is not hereby
granted any right, license or interest in the PROPRIETARY INFORMATION,
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except as specifically provided in this Agreement. Recipient shall not distribute,
sell, license, or reproduce the PROPRIETARY INFORMATION, except as
specifically set forth herein. IGC shall be under no obligation as a result of this
Agreement to disclose any PROPRIETARY INFORMATION other than the
PROPRIETARY INFORMATION listed in Exhibit A, attached hereto.
3. IGC may grant Recipient the right to make limited public disclosure of the
PROPRIETARY INFORMATION obtained from IGC upon receipt of advance
written authorization from IGC and in accordance with this section. This
disclosure may include producing and distributing paper or Mylar documents
using the data (e.g. construction drawings, plan sets, maps), publishing articles
relying on or citing the data, or such other types of disclosure as IGC may
authorize in advance in writing. Any disclosure or release of data obtained from
IGC shall attribute the data to IGC; such attribution shall take the form of text
incorporated into example maps and drawings and summary data tables as well
as all project reports, papers, and articles presented or published for public
disclosure. Such authorized disclosure of information shall in no way operate to
modify Recipient's obligation to protect the propriety nature of other
PROPRIETARY INFORMATION in accordance with the terms of this
AGREEMENT. Limited disclosure of PROPRIETARY INFORMATION as
permitted pursuant to this AGREEMENT shall not change the proprietary
character of the PROPRIETARY INFORMATION, but IGC shall have no
proprietary interest in the example maps, drawings, summary data tables, or
other forms in which the PROPRIETARY INFORMATION is disclosed and the
information as contained in example maps, drawings, summary data tables, and
other authorized forms shall not be deemed Proprietary Information.
4. IGC is not providing, nor is Recipient obtaining, the right to make copies of the
PROPRIETARY INFORMATION furnished pursuant to this AGREEMENT,
except that Recipient may make backup copies for its own use. Recipient shall
also not obtain as a result of this Agreement the right to make IGC's
PROPRIETARY INFORMATION available to or distribute to third parties in either
computer or non -computer readable form, except as set forth in Paragraph 3, or
the right to use IGC's PROPRIETARY INFORMATION for purposes of design,
analysis, or any information gathering for third parties. IGC reserves the
exclusive right to reproduce and make available to others, on such terms and
conditions as IGC may determine, IGC's PROPRIETARY INFORMATION in
either computer or non -computer readable form.
5. The points of contact for the parties with respect to the provision of
PROPRIETARY INFORMATION are as follows:
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Intermountain Gas Co.
A Division of MDU Resources Group, Inc.
Dennis W. Hammer
Manager, Enterprise GIS System
555 S Cole Rd
Boise, ID 83709
208-377-6031
City of Meridian
Matthew Tenold, GIS Analyst
33 E. Broadway Avenue
Meridian, ID 83642
208-489-0506
6. Recipient shall restrict disclosure of IGC's PROPRIETARY INFORMATION to
only those employees who have a job-related need for the PROPRIETARY
INFORMATION and who have been advised of and agreed to the restrictions on
disclosure and use contained in this Agreement. Upon discovery by Recipient of
any unauthorized use or disclosure, Recipient shall immediately notify IGC and
shall endeavor to prevent further unauthorized use or disclosure.
7. In the event of any breach of this AGREEMENT by Recipient, Recipient agrees
that injunctive relief will be essential for IGC's protection. Accordingly, IGC and
Recipient agree and consent that in the event of any breach or threatened
breach of this AGREEMENT, IGC may obtain such injunctive relief, in addition to
any other legal remedy and/or damages, as it believes necessary in order to
prevent any threatened or continued violation of the terms of this AGREEMENT.
Recipient further acknowledges that any disclosure of PROPRIETARY
INFORMATION in breach of this AGREEMENT may result in substantial
damages to IGC, and that IGC has the right to initiate legal action to recover its
damages in the event of such a breach. In the event that IGC, based on this
AGREEMENT, seeks injunctive relief, Recipient agrees to waive any requirement
that IGC post a bond or other security for the requested injunctive relief.
8. Any PROPRIETARY INFORMATION delivered by IGC to Recipient pursuant to
this AGREEMENT shall be for use solely as specified in this Agreement. No
other use of PROPRIETARY INFORMATION may be made without the prior
written consent of IGC.
9. Recipient's obligations with respect to disclosing and using PROPRIETARY
INFORMATION, as set forth in this AGREEMENT, are not applicable to any such
information or data if same is:
a. In the public domain at the time of receipt or comes into the public domain
thereafter through no act of Recipient in breach of the AGREEMENT, or
b. Is in Recipient's possession prior to disclosure by IGC, or
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c. Disclosed with the prior written approval of IGC, or
d. Independently developed, without aid from IGC's PROPRIETARY
INFORMATION, by Recipient, or
e. Lawfully disclosed to Recipient by a third party under conditions permitting
such disclosure.
10.The term of this AGREEMENT shall be for as long as the information is in
possession of Recipient, or until terminated by either Party. Either Party shall
have the right to terminate the AGREEMENT upon 30 days written notice to the
other.
11. Upon expiration or termination of this AGREEMENT, in accordance with its
terms, Recipient will, within a reasonable period of time thereafter, return all
PROPRIETARY INFORMATION received from IGC under this AGREEMENT
along with all copies thereof, or certify in writing that all such PROPRIETARY
INFORMATION has been destroyed. Upon receipt of replacement or updated
PROPRIETARY INFORMATION from IGC, Recipient will, within a reasonable
period of time thereafter, return the prior versions of such PROPRIETARY
INFORMATION received from IGC under this agreement along with copies
thereof, or certify in writing that all such PROPRIETARY INFORMATION has
been destroyed.
12. PROPRIETARY INFORMATION transmitted to Recipient pursuant to this
AGREEMENT shall not constitute any representation, warranty, assurance,
guarantee or inducement by IGC to Recipient that any patent or other proprietary
intellectual property rights owned or controlled by any third party have not been
infringed, and nothing in this AGREEMENT shall be construed as a warranty or
representation of any kind with respect to the content or accuracy of data,
documents and information transmitted by IGC under this AGREEMENT.
13. Recipient agrees to indemnify and hold harmless IGC against any and all claims,
causes of action or damages, liabilities, including attorneys' fees and expenses,
brought as a result of or arising from Recipient's use of the PROPRIETARY
INFORMATION.
14. The Parties hereto agree that any suits or claims arising from this AGREEMENT
shall be brought in the County of Ada, State of Idaho.
15. This AGREEMENT shall be governed by and interpreted in accordance with the
laws of the State of Idaho.
16. This AGREEMENT contains the entire understanding between the Parties
relative to the protection of the PROPRIETARY INFORMATION and supersedes
all prior and collateral communications, reports, and understandings between the
Parties with respect thereto. No change to, modification of, alteration of, or
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addition to any provision hereof shall be binding unless in writing and signed by
authorized representatives of both Parties.
17.This AGREEMENT shall apply in lieu of and notwithstanding any specific legend
or statement associated with the PROPRIETARY INFORMATION, and the duties
of the Parties shall be determined exclusively by the aforementioned terms and
conditions.
18. If Recipient is a public entity subject to the disclosure requirements of the Idaho
open records law, the federal Freedom of Information Act, or any other state or
federal legislation which would require public disclosure of the PROPRIETARY
INFORMATION upon request, Recipient shall notify IGC immediately of any and
all public records requests regarding the PROPRIETARY INFORMATION. IGC
will respond within five (5) business days and inform Recipient of IGC's approval
or disapproval of disclosure. In the event that IGC disapproves of disclosure, IGC
will hold Recipient harmless against any legal challenges to nondisclosure of the
PROPRIETARY INFORMATION. Voluntary disclosure of PROPRIETARY
INFORMATION by Recipient in response to a public records request where IGC
has determined that the requested information is not subject to disclosure shall
constitute a breach of this AGREEMENT.
The duly authorized officers of the Parties have executed this AGREEMENT on the date
first set forth above.
Inteountain as C any
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EXHIBIT "A"
INTERMOUNTAIN GAS COMPANY
This document is an attachment to the Data Exchange License Agreement between
INTERMOUNTAIN GAS CO (IGC) and City of Meridian (Recipient).
Description of PROPRIETARY INFORMATION
Natural Gas main distribution network owned and maintained by Intermountain Gas
Company.
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