Loading...
099-16 - Cascade Natural Gas Corporation - ContractData Exchange License Agreement THiS LICENSE AGREEMENT (hereinafter referred to as the "AGREEMENT") made and dated this I'S _, day of M&g" 201.((a , by and between CASCADE NATURAL GAS CORPORATION. (hereinafter referred to as "CNGC"), a Washington corporation, with ofifices at 4113 A Grandridge Blvd., Kennewick, WA 99336 and i a t With offlee atJcu► (here after referred to as "Recipient"). Each or both may also hereinafter be referred to as the "Party" or "Parties" respectively. WHEREAS, CNGC possesses certain technical, digital, documentary, land base, facility, photographic, or other information or data which CNGC 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 CNGC's PROPRIETARY INFORMATION for the purposes of developing maps and mapping applications, and Recipient desires to obtain the right to use CNGC's PROPRIETARY INFORMATION and updates thereto in exchange for providing CNGC 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 CNGC's PROPRIETARY INFORMATION. C. Maps and other types of data developed with the aid of CNGC'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 CNGC 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: CNGC 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 CNGC may be contained in documents, electronic media (ArcGIS Geodatabase, ArcGiS Shapefile, DXF, DWG, JPEG, PDF and/or .TIF format only), and other materials. Page I of 6 Confidential Property of Cascade Natural Gas Corporation. 2. The Parties hereto agree that CNGC 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, except as specifically provided in this Agreement. Recipient shall not distribute, sell, license, or reproduce the PROPRIETARY INFORMATION, except as specifically set forth herein. CNGC shall be under no obligation as a result of this Agreement to disclose any PROPRIETARY INFORMATION other than the —lNMPRIETARYlNFMMATIONltMgdlffEMb!t, . 3. GNGC may grant Recipient the right to make limited public disclosure of the PROPRIETARY INFORMATION obtained from CNGC upon receipt of advance written authorization from CNGC 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 CNGC may authorize In advance in writing.. Any disclosure or release of data obtained from CNGC shall attribute the data to CNGC; 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 CNGC 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. CNGC 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 CNGC'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 CNGC's PROPRIETARY INFORMATION for purposes of design, analysis, or any information gathering for third parties. CNGC reserves the exclusive right to reproduce and make available to others, on such terms and conditions as CNGC may determine, CNGC'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: Page 2 of 6 Confidential Property of Cascade Natural Gas Corporation, 1.3 CASCADE NATURAL GAS CORPORATION Dennis W. Hammer Manager, Enterprise GIS System 555 S Cole Rd Boise, ID 83707 208-371-6180 FOR Nam Title: Addr City: Phor .0s Recipient shall restrict disclosure of CNGC'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 CNGC 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 CNGC's protection. Accordingly, CNGC and Recipient agree and consent that In the event of any breach or threatened breach of this AGREEMENT, CNGC 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 CNGC, and that CNGC has the right to initiate legal action to recover Its damages In the event of such a breach. In the event that CNGC, based on this AGREEMENT, seeks Injunctive relief, Recipient agrees to waive any requirement that CNGC post a bond or other security for the requested injunctive relief. 8. Any PROPRIETARY INFORMATION delivered by CNGC 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 CNGC. 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: Page 3 of 6 Confidential Property of Cascade Natural Gas Corporation. 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 CNGC, or c. Disclosed with the prior written approval of CNGC, or d. Independently developed, without aid from CNGC's PROPRIETARY INFORMATION, by Recipient, or such disclosure. f. CNGC's PROPRIETARY INFORMATION Is not intended to be used for "line location" activities by Recipient in lieu of ccntacting an authorized "One -Call" Center. 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 ail PROPRIETARY INFORMATION received from CNGC 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 CNGC, Recipient will, within a reasonable period of time thereafter, return the prior versions of such PROPRIETARY INFORMATION received from CNGC 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 CNGC 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 CNGC under this AGREEMENT. 13. Recipient agrees to indemnify and hold harmless CNGC 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 Benton, State of Washington. Page 4 of 6 Confidential Property of Cascade Natural Gas Corporation. 15.This AGREEMENT shall be governed by and interpreted in accordance with the laws of the State of Washington. 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 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 Washington 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 CNGC immediately of any and all public records requests regarding the PROPRIETARY INFORMATION. CNGC will respond within five (5) business days and inform Recipient of CNGC's approval or disapproval of disclosure. In the event that CNGC disapproves of disclosure, CNGC 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 CNGC 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. By: Recipient: By: Attest: NATURAL GAS'CORPORATION Date: Date: J o Page 5 of 6 Confidential Property of Cascade ?Natural Gras Corporation. EXHIBIT "A" CASCADE NATURAL GAS CORPORATION This document is an attachment to the Data Exchange License Agreement dated _ e weep and : f q mCc, (Recipient). Description of PROPRIETARY INFORMATION Ct C91 C1a-uf` Q0.Sfor lf��f �v�rv1`C� �o clncari2.S cn nt p �S % Et� !v owl . � rr)r.� 0 dK tkL� G fflaf Page 6 of 6 Confidential Property of Cascade Natural Gas Corporation.