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HomeMy WebLinkAboutKiva Software License Agreement 2000 (80100) -2000 09 12 . KIVA SOFJWARE UCfNSE AGREEMENT NAME AND ADDRESS OF CUSTOMER: CITY OF WINTER SPRINGS Agreement Date Auaust1 .2000 1126 E. Sla1e Road 434 Winter Sprints, Florida, 32708 Agreement Number 80100 1. GRANT OF UCENSE. KIVA, a Utah corporation ("KIVA"), hereby grants to Customer ("CUSTOMER") and CUSTOMER hereby accepts from KIVA, on the terms and conditions contained In this Agreement, a restricted, personal, non-transferable and non-exclusive license for the use of Software Product and related Software Docume.ntatlon proprietary to KIVA and Identified In the Schedule ("SCHEDULE") attached hereto as Exhibit 1, for the license fees set forth in the SCHEDULE. 2. DERNmONS. 2.1 "Software Product," as used herein, shall mean the computer software. provided by KIVA hereunder, (including, but not limited to, programs and Database Structures).and comprises all proprietary intelligence, however recorded, contained, duplicated, referenced, or stored. 2.2 "Software Documentation:' as used herein, shall mean and comprise, but not be limited 10, all media, machine readable or otherwise, including tapes, disks, diskettes, recordings, memories, chips, photos, printed or written documents, manuals of any type, and any other media containing recorded or stored Information. 2.3 "Database Structures:' as used herein, shall mean and comprise the definitions and structure of the database including data element layouts, views, indexes and associated programs to create, maintain or modify these definitions and structures. : 2.4 ''Oata:' as used herein, shall mean and comprise the Information to be supplied by the CUSTOMER. 2.5 "Additional.Functions:' as used herein, shall mean and comprtse addit10nal programs and related documentation which interface with the Software Product. and/or Software Documentation and/or Database Structures, including any Ideas, concepts, know-how or techniques relating thereto, and additions to the Software Product or Software Documentation made by CUSTOMER or consultants. 2.6 'Operating Environment:' as used herein, shall mean the single designated central processing unit ("CPU") designated In Exhibit 2, In combination with the operating system, computers, machines, terminals and devices as also described in Exhibit 2. 3. TERM OF AGREEMENT. This license Is granted for an Initial term of fifteen (15) years from the effective date of this Agreement, which shall be the date the last party executes ttis Agreement. Customer, at its discretion, may renew this Agreement for an additional fifteen (15) year term by providing written notice to KIVA at any time during the Initial term of this Agreement and by paying an extension license fee of Ten Dollars ($10.00) for a license to use the software product and software documentation then In effect. 4. FiNANCIAl PROV1SlONS. 4. 1 The License Fee shall be paid as set forth In the SCHEDULE. 4.2 All payments shall be made in U.S. Dollars. Billing and collection services related to KIVA products set forth In the scheduled will be provided by Process, Inc. dba MUNIS, a Maine Corporation ("MUNIS") under a separate agreement between Customer and MUNIS. Upon Customers payment to MUNIS for KIVA products, KIVA agree s to look only to MUNIS for collection of those payments. KIVA agrees to hold Customer harmless in the event that MUNIS fails to pay KIVA the payments made to MUNIS by Customer for purposes of making payment due KIVA under this Agreement. 4.3 The License Fee due under this Agreement is exclusive of all federal, state, municipal, or other govemment excise, sales, use, occupational, or like taxes, however designated, now in force or enacted in the future and, therefore, In addition to the License Fee due under this Agreement, as set forth above in the SCHEDULE, CUSTOMER agrees to pay any tax KIVA may be required to collect or pay now or at any time in the future (Including interest and penalties imposed by any governmental authority) which are Imposed, levied or based on such License Fee, or on the existence or operation of this Agreement or on the Software Produc1, and/or Software Documentation or the use, lease, license or delivery thereof. If a certificafe of exemption or similar document or proceeolng can be obtained in order to exempt the license from and any tax liability, CUSTOMER will obtain and pursue su:::h certificate, documents or proceeding. If KIVA Is required to collect tax to be paid by CUSTOMER, the CUSTOMER shall pay such tax to KIVA on demand. If KIVA Is required to obtain a pertormance bond, CUSTOMER shall pay such amount to KIVA as the bond may cost. CUSTOMER agrees to pay a monthly charge of 1.5% (1 B% annually) on all taxes, performance bond premiums or other sums advanced by KIVA, If such sums are not paid by CUSTOMER to KIVA within forty-five (45) days of the date of Invoice. 4.4 There shall be no refund or credit due CUSTOMER In the event of the termination of 1hls Agreement for any reason prior to the end of the initial or any subsequent term. 5. RESfDNSI~IU1lES. 5.1 CUSTOMER stipUlates that 11 has determined to accept the terms of the license of the Software Product and Software Documentation in sole reliance upon I1s own judgment and not in reliance upon any representation by KIVA regarding the Software Product and Software Documentation, including but not limited to (a) their .selecllon to achieve CUSTOMER'S intended results; (b) their Installation and use, Including provisions of necessary diskettes, tapes and related supplies, all Data entry, all necessary computer lime, and selection of available hardware options; (c) the selection of available program options; (d) determination of when to place them into productive use; (e) the training and proficiency of CUSTOMER'S personnel; and (f) the resul1s obtained therefrom. 5.2 KIVA will provide (a) the Software Product and (b) the applicable Software Documentation which shall include program specifications and describe 1heprogram operation. 6. OPERATING EN'v1RONMENT DESIGNATION. The license granted under this Agreement authorizes CUSTOMER to use the Software Product solely on the Operallng Environment described in Exhibit 2. If the CPU described In Exhibl1 2 Is Inoperative due to malfunctions, the license granted under this Agreement may be temporarily extended. authorizing CUSTOMER to use the Software Product on another CPU using the same operating system until the designated CPU is returned to operation. 7. CHANGE IN DESIGNATED OPERATING EN'v1RONMENT. CUSTOMER may change the CPU and/or operating system herein designated, or the maximum number of terminals herein authorized by sending KIVA wri11en notification of the effective date, the model, serial number, location, and operating system name and version of the newly designated CPU KVSFTLlC 2/15/90 Rev 6/4/91 ; WinterSprings 8/1 0/00 Page 1 and/or operating system and/or the new desired maximum number of terminals. In such event, CUSTOMER agrees to.pay additional License Fees in an amount equal to the difference, if any, between the License Fee previously paid hereunder and the License Fee then charged by KIVA for a license to use the Software Product and Software Documentation on the rew CPU and/or new operating system, or for the increased maximum number of terminals. In no event, however, will CUSTOMER be entitled to any refund of License Fees paid hereunder. 8. ADDmONAL UCENSES. CUSTOMER may obtain additional licenses to use the Software Product and Software Documentation listed In the SCHEDULE on Operating Environments other than that specified in Section 6 entitled "OPERATING Et-MRONMENT DESIGNATION," only upon execution of additional license agreements covering such installations and the payment of additional License Fees. 9. USER MMJUAlS. For each Software Product, KIVA will deliver to CUSTOMER certain Software Documentation entitled "User Manual". The User Manual may be updated by KIVA from time to time, and such updates constitute a change in specifications. 10. LIMnED WARRANTY. 10.1 KIVA warrants that for a period of 90 days from the installation of the Software Products, KIVA will, upon written notice from CUSTOMER, use reasonable efforts to correct any error present at the time CUSTOMER installs the system and which prevents the Software Product and Software Documentation from operating in substantial conformity with the User Manual provided by KIVA with the Software Product and Software Documentation. The above warranty is confingent upon the CUSTOMER'S proper use of the Software Product or Software Documentation and does not apply if the Software Product or Software Documentation fails to perform due to accident, neglect, misuse, failure of electrical power, air conditioning humidity control, transportation, or any cause other than ordinal)' use. The above warranty does not apply if the CUSTOMER has modified the Program Product ~ or Software Documentation. 10.2 KIVA does not represent or warrant that the Software Product and Software Documentation will meet CUSTOMER'S requirements or will operate In the combirallons which may be selected for use by the CUSTOMER, that the operations of the Software Product and Software Documentation will be uninterrupted or error-free or that all defects will be corrected. 10.3 CUSTOMER agrees to allow KiVA the opportunity tomake repeated efforts within a reasonable time to correct programming errors. KIVA'S undertaking to make corrections In accordance with the foregoing warranty shall be the extent of KIVA'S warranty obligafion In all situations Involving performance or non-performance of the Software Product arid Software Documentation furnished or to be furnished under this Agreement. 10.4 THE WARRANlY STATED ABOVE IS EXQUSI\IE AND IN LIEU OF All OlHER WARRANTIES, EXPRESS OR IMPlJED, INClUDING, BUT NOT LIMnED TO, lHE IMPLIED WARRANllES OF MERCHANTABILITY AND RlNESS FOR A PARTICUlAR PURPOSE, EAa-t OF WHIa-t IS EXPRESSLY DISClAIMED. SOME STATES AND OlHER JURISDICTIONS 00 NOT AlLON lHE EXQUS10N OF IMPlJED WAARANJ1ES OR LIMITATIONS ON lHE DURATION OF IMPlJED WARRANTlES, SO lHE UMITAllON .IN THIS SECTION MAY NOT BE APPUCABLE. SUCH A W/'>RfWm, IF APPUCABLE, PROVIDES SPEaRC LEGAl RIGHTS, AND OlHER RIGHTS MAY EXIST DEPENDING ON lHE STATE OR JURISDICTION. 11. UMITATlON OF REMEDIES AND DAMAGES. 11.1 CUSTOMER'S exclusive remedy for any claim whatsoever against KIVA, regardless of form, shall be either (1) the correction by KIVA of errors In the Software Product and Software Documentation as provided in Paragraph 10.1, or (2) if, after repeated efforts, KIVA is unable to make the Software Product and Software Documentation operate as warranted, for actual damages to the limits hereinafter set forth. 11.2 For any material breach of the terms and conditions of this Agreement by any party, the non-breaching party shall have all remedies available by law, including but not limited to, actions in equity and for specific performance unless another remedy is specifically and expressly provided for in this Agreement or such remedies are limited by other provisions of this Agreement. In no event shall KIVA be liable for special, ircidental, or consequential darrages resulting from loss of use, or loss of data arising out of or in connection with the use of the software or hardware products. In the event of loss of data caused by the software products and not Custome(s improper actions, KIVA shall assist Customer in recovering lost data. 11.3 IN NO EVENT SHALl CUSTOMER HOLD KIVA LIABLE TO CUSTOMER FOR fW'{ a..AJM OF /J.N{ NATURE I/VHA.TSOEVER MADE AGAINST CUSTOMER BY fW'{ lHlRD PARlY />S A CONSEQUENCE OF lHE CUSTOMER'S USE OF lHE SOFlWARE PRODUCT AND SOFTWARE DOCUMENTATION. FURTHER, IN NO EVENT SHALl KIVA BE LIABLE FOR SPECIAl, INaDENTAl, OR CONSEQUENTlAl DA/v1AGES INClUDING fW'{ DAMAGES RESULTING FROM LOSS OF USE, OR LOSS OF DATA ARISING OUT OF OR IN CONNECllON WllH lHE USE OF THE SOFlWARE PRODUCTS. 11.4 KIVA shall not be liable for any darrages caused D{ delay in deJivel)', installation or furnishing of the Software Product or Software Documentation. 11.5 No action, regardless of form, arising out of this Agreement may be brought by either party more than one (1 ) year after the cause of action has accrued, except that an action for non-payment of any license Fee due under this Agreement may be brought within one (1 ) year after the date of last payment. 11.6 Some states and other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not be applicable. 12. PERMISSION TO COPY 12.1 CUSTOMER may copy in whole or In part any Software Product or Software Documentation; provided, however, that only the number of copies required to serve CUSTOMER'S actual need shall be made, and provided, further, that such copies may only be used in the designated Operating Environment specified in Exhibit 2. 12.2 All copies of Software Product and Software Documentation made by CUSTOMER for CUSTOMER'S own use, including translations, compilations, partial copies within Modifications or Updated works shall at all times continue to be the property of KIVA. CUSTOMER will maintain records of the number and location of the original and all copies of the Software Product and Software Documentation and will make these records available to KIVA at any time if the original or any copy of such materials will be kept at any location other than that of the designated CPU. CUSTOMER will Insure, prior to disposing of any media, that any Software Product contained thereon has been erased or otherwise destroyed and that similar destruction has occurred as to the Software Documentation. 13. MODIFYING SOFlWARE. Customer shall not modity KIVA's software product unless prior-written permission is given by KIVA. 14. PROTECTION OF UCENSED SOFlWARE PRODUCTS AND SOFlWARE Dcx::uMENTATION. 14.1 CUSTOMER acknowledges and agrees that the Software Product and the Software Documentation, including all modifications, updates or replacements thereof and all Additional Functions thereto, constitute intellectual property, including trade secrets, and proprietal)' data of KIVA, are protected by civil and criminal law, and by the law of patent and copyright, that they are secret. confidential, valuable, special and unique assets of KIVA, and that they are, and shall at all times remain, the sole and exclusive property of KIVA and that KIVA has all right, title and interest therein. CUSTOMER agrees ttlat their use and disclosure must be carefully and continuously controlled. CUSTOMER agrees to hold in strict confidence all information and knoW-tlOW, technical or othelWise, related to the Software Product and Software Documentation. CUSTOMER sllali not divulge, furnish, KVSFTlIC 2/15/90 Rev 6/4/91 ; WinterSprings 8/1 0/00 Page 2 use for the benefit of any third person. or make accessible any Software Product or Software Documentation in any form without KIVA's prior written permission, except to CUSTOMER'S employees or consultants when on CUSTOMER'S premises for purposes specifically related to CUSTOMER'S use of the Software Product and Software Documentation, As to all CUSTOMER'S employees. CUSTOMER shall take appropriate action by instruction. agreement or otherwise. keeping complete documentation of all of the same as to Identities, addresses. and dates. so as to enable CUSTOMER to satisfy CUSTOMER'S obligations under this Agreement. As to all CUSTOMER'S consultants. prior to disclosing the Software .Product and Software Documentation to such consultan1s. CUSTOMER shall require such consultants to execute a Non-Disclosure Agreement in the form attached hereto as Exhibit "3". and take such other appropriate action as Is reasonably necessary. so as to enable CUSTOMER to satisfy CUSTOMER'S obligations under this Agreement, The execution by a consultant of CUSTOMER of such a non-disclosure agreement shall not operate to relieve CUSTOMER from liability for acts of such consultant restJIir-yg from the breach of tHs AGREEMENT. Neither this Agreement. nor any Software Product nor Software Documentation may be assigned, sublicensed, or otherwise transferred by CUSTOMER without prior written consent from KIVA. . 14.2 CUSTOMER understands that the Software Product and Software Documentation are subject to the Copyright Act of the United States. CUSTOMER further agrees that the placement of a copyright. notice on any portion of the Software Product or Software Documentation will not be construed to mean that such portion has been published and will not derogate from any claim that such portion Is a trade secret or contains proprietary and confidential information. 14.3 CUSTOMER agrees with respect to any copyrighted Software Product or Software Documentation fo reproduce and Include the copyright notice of KIVA In the same form as contained on the Software Product and Software Documentation supplied by KIVA hereunder on any copies made by CUSTOMER, whether such copies are of the whole or part, In any form. Including modifications of the Software Product and Software Documentation made In accordance with this Agreement. 14.4 If CUSTOMER has not licensed source code. CUSTOMER shall not create or attempt to create, or permit others to create or attempt to create source code. by reverse engineering or otherwise. . 14.5 CUSTOMER agrees to notify KIVA Immediately of the unauthorized possession. use or knoWledge of any item supplied under this license and of other Information made available to the CUSTOMER under this Agreement. by any person or organization not authorized by this Agreement to have such possession. use or knoWledge. CUSTOMER WlII promptly furnish full details of such possession, use or knowledge to KIVA. will assist in preventing the recurrence of such possession. use or knoWledge. and will cooperate wllh KIVA In any litigation against third parties deemed necessary by KIVA to protect its proprietary rights. CUSTOMER'S compliance with this paragraph shall not be construed in any way. as a waiver of KIVA'S right to recover damages or obtain other relief against CUSTOMER for Its negligent or Intentional harm to KIVA'S proprietary rights. or for breach of contractual rights, 14.6 Notwithstanding the aforementioned paragraphs, KIVA hereby acknoWledges that Customer. as a Florlda municipal corporation. is subject to the Florida Public Records Act and Sunsline Law. KIVA further acknoWledges that under the Public Records Act and Sunshine Law. the Customer must permit the public to inspect and/or copy all public records which the Customer makes or receives in the course of conducting Customers business and must hold meetings of the City Commission and various City boards and committees In the public, unless particular information is exempt by Florida law from public records disclosure or a particular meeting is not subject to the Sunshine Law. KIVA acknoWledges that any record, document. computerized information and program. audio or video tape. photograph or other writing of the KIVA related, directly or Indirectly. to this Agreement may be deemed to be a Public Record whether in the possession or control of Customer or KIVA. Sold record, document. computerized information and program audio or video tape. photograph. or other writing or the KIVA deemed a Public Record is subject to the provisions of Florida Statutes Chapterl19 and may not be destroyed without the specific written approval of the Customer. Upon request by the Customer, KIVA shall promptly supply copies of said records to customer. CUstomer acknowledges imt KIVA claim; that the software products and related docurentation O.e. users' rraru::J1s and t..pdaIes thereto) are trade secrets pI.JSU:lnt to US ard utah trade secret law and to FIor1da statutes section a 15.045. ard CUstomer shall post natice of claimed trade secret &atus in appropriate locations ard sh:JU corrpty with KIVA Ilcensirg ri:lqtirements Interded to protect sudl trade secrets. Upon request by the Customer. the KIVA shall promptly supply copies of said public records to the Customer. All books. cards. registers. receipts. documents and other papers in connection with this Agreement shall during normal business hours of KIVA be open and freely exhibited to the Customer for the purposes of examination and audit at Customers expense. All public meetings will be held in accordance with the Florida Sunshine Law. 15. RIGHTS IN DATA. CUSTOMER shall retain rights in data stored in the database structures. KIVA agrees that said data shall not be copied or transferred to any person or entity for private. comnercial. business or individual use. unless such use Is expressly authorized by Customer in writing. Customer expressly authorlzes KIVA's use of such data for the purposes of software implementation and support under this Agreement and the separate KIVA Software Support Agreement. Further Customer acknoWledges that KIVA continues to have the same public access data rights that any of the public have and that no additional pUblic data access restriction is placed upon KIVA by this Agreement. 16. TERMINAllON ON DEFAULT. This Agreement and the license granted hereurder rray be.termlnated by KIVA If CUSTOMER is in default or breach of any proviSiOns of this Agreement if such defautt or breach is not corrected within thirty (30) days of the receipt of written notice thereof. Said wrltten notice must set forth particulars of the alleged default or breach. Provided. however. that .If CUSTOMER has breached Its duties of confidentiality and non-disclosure as set forth in this Agreement. this Agreement ard the license rray be terminated immediately upon wrttten nollce. and KIVA shall be entitled to an injunction restraining CUSTOM.ER from breaching or continuing to breach the same. without showlr-yg or proving any actual damage. CUSTOMER hereby acknowledging that other remedies are Inadequate. CUSTOMER'S obligations and any damages arising from CUSTOMER'S breach of this Agreement shall suNive termination. KIVA's remedies provided herein shall not be deemed exclusive but shall be cumulative and shall be In addition to all other remedies provided by IClINard equity. No delay or omission In the exercise of any remedy herein provided or otherwise available to KIVA shall Impair or affect Its right to exercise the same. 17. RElURN OR DESlRUCllON ON TERMINAllON. Within one (1 ) month after the termination for any reason of tHs Agreement and the license granted hereunder. CUSTOMER will furnish written nollfication toKlVA certifyir-yg that through CUSTOMER'S best efforts and to the best of CUSTOMER'S knoWledge. the original and all copies of the Software Product. arid the Software Documentation received from KIVA or mode In connection with such license has been returned to KIVA or destroyed. This requirement will apply to all copies in any form. including translations, whether partial or complete. and whether or not modified or merged into other programs as authorized herein. However. upon prior written authorization from KlVA. CUSTOMER may retain a copy for archive purposes only. 1 a. RIGHT TO PERFORM SYSTEM AUDIT To insure compliance with the terms of this Agreement and to assist KlVA in the protection of Its proprietary rights, CUSTOMER shall permit representatives of KIVA the right. upon reasonable notification and during normal business hours. to perform a systems audit of the subject. Software Product and.any modifications, updates or replacements of the Software Product and Software Documentation and any Additional Functions made by CUSTOMER. KVSFTlIC 2/l 5/90 Rev 6/4/91 : WinterSprlngs a/l 0/00 Page 3 19. PERSONAL AGREEMENT. This Agreement shall be considered a personal agreement with CUSTOMER. CUSTOMER shall not sell, transfer, assign or subcontract any right or obligation hereunder without the prior written consent of KIVA nor shall this Agreement or any rights herein conferred be pledged or hypothecated In any manner whatsoever. Any attempted act in derogation of the foregoing shall be null and void. 20. SURv1V.A.l BEYOND TERMINAllON. Any remedies for the breach of this Agreement and the duties, obligations, covenants and representations of the parties contained in this Agreement shall survive the termination of this Agreement. 21. SECllON HEADINGS. The section headings used in this Agreement are inserted only for convenience and are In no way to be construed as part of such sections or as a limitation on the scope of the particular section to which they refer. 22. USE OF PRONOUNS. Whenever the context may require. any pronouns used herein shall include the corresponding masculine, feminine or neuter form, and the singular form of nouns, pronouns and verbs shall include the plural and vice-versa. 23. GOvt:RNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State fo Florida. The parties further agree that. in any dispute between them relating to this Agreement, exclusive jurisdiction for state court actions shall be the trial courts located in Seminole County, Florida and for Federal actions in the district court located in Orlando, Florida. Any objection as to jurisdiction or venue In such courts is hereby expressly waived. 24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between KIVA and CUSTOMER and shall not be modified or rescinded except inwrltlng signed by both parties. If any of the provisions or portions thereof of this Agreement are invalid under any applicable statute ~rrule of law, they are to that extent to be deemed omitted and the remaining provisions shall not in any way be affected or Impaired thereby. 25. NOllCE. Any notice required or permitted to be made or given pursuant to this Agreement shall be sufficiently made or given on the date of mailing if sent to a party by certified mail. postage prepaid, addressed to the other party at the address set forth at the beginning of this Agreement. 26. ACCEPTANCE. - This Agreement is only effective upon final acceptance by KIVA at its corporate office In the State of Utah by the execution thereof by the President of KIVA. CUSTOMER ACKNONLEDGES ll1AT IT HAS READ lHlS AGREEMENT, INClUDING ALl PRINTED AND INSERTED LANGUAGE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ns TERMS AND FURlHER AGREES ll1AT IT IS lHE COMPlETE AND EXaUSIVE STATEMENT OF lHE AGREEMENT BEl'NEEN lHE PARllES 'NIlH RESPECT TO lHE SUBJECT MAlTER OF lHlS AGREEMENT. 27. SOVEREIGN IMMUNIlY Nothing contained In this Agreement shall be cons1rued as a waiver of the Buye(s sovereign immunity under Florida Statutes Section 768.28 or other limitations imposed on the Buye(s potential liability under state or federal/aw. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. CUSTOMER: LICENSOR: .' CIlY OF WINTER SPi~NGS 1126 E. Slate ReM 434 '. Winter Sprif)t~, FIQrlda, ~)27ce: Signed: .. ~M '!7 7~ Signed: Name & mie:- 'Roru~ leA W ..fr\C-~o,.e.. Name & Title: 'C;1- ., .'. Date: q Y ~~~tf" Date: - I')... -00 . - Signed: Name & Title: Date: KVSFTLlC 2/1 5/90 Rev 6/4/91 ; WinterSprings 8/1 0/00 Page 4 EXHIBIT 1 - SCHEDUlE(TO KIVA SClFIWARE UCENSE AGREEMENT) I:: I~ I u..~J J lAND INFORMATION SYSTEM 2 - 16 $ 18.700 PERMITS & INSPECTION SYSTEM 2 - 16 $ 25,000 KIVA REQUEST FOR SERVICE SYSTEM 2 - 16 $ 12,100 KIVAWORD MICROSOFT WORD INTERFACE 2 - 16 - $ 7,700 Total Software Licenses $63,500,00 EXHIBIT 2 (TO KIVA SOF1WARE LICENSE AGREEMENT) . COMPUTER OPERATING SYSTEM AND VERSION CPU Manufacturer Model/Serial Number Operatinq System Version - ExHbIt "3" (TO KIVA SOFIWARE LICENSE AGREEMENT) CONSULTANT NON-DISCLOSURE AGREEMENT ("Consultant") acknowledges that ("Licensee") and KIVA. a Utah cOfPOration f'KIVA") have entered Into a certain Software License Agreement by the terms of which Licensee acquired the right to use certain computer software ard ~s related documentation (herelrKlfter collectively "Licensed Software"). which Licensed Software Is proprietary to KIVA. Consultant further acknowledges that licensee is required under the terms of said Agreement to protect the secrecy and confidentiality of the Licensed Software by. among other things. obtaining a confidentiality agreement from persons having access to the Licensed Software. In consideration of Licensee's retaining Consultant. and other good and valuable consideration. the SUfficiency of which is acknowledged. Consultant represents and warrants as follows: 1. Consultant acknowledges that the Licensed Software consmutes intellectual property of KIVA and has tangible value, contains valuable trade secret. patent. copyright and confidential Information of KIVA, and Is the sole property of KIVA. 2. consuttant shall examine ard use the Licensed Software solely for the purpose of assisting licensee in the use of the Licensed Software and for no other purpose whatsoever. Consultant understands and agrees that the Licensed Software is protected by civil and criminal law, and by the law of patent and copyright and that Consuttant shan hold, in strict confidence, all information and know-how. technical or otherwise related to the licensed Software, and shall not use such information and know-how. technical or otherwise. for its own use, nor divulge. furnish or use it for the benefit of any third person. except as authorized herein. Consuttant shall not in any manner or form reproduce. copy. disclose. provide or otherwise make available. In whole or in part, the licensed Software or any related material. except to KIVA's employees. or to licensee's employees in the scope of their errplO{ment, or to Consullant's erT'pioyees. In the scope of their employment and who have signed this Consultant Nondisclosure Agreement. Such dlsclOSlJe shall be in confidence for purposes specifically related to Consultant's work with the licensed Software during the time such employees are on licensee's premises with Licensee's permission and are subject to Licensee's security and control. - 3. Consuttant shall ensure that any copy. In wrole or In part. of the Licensed Software made by ~ shall have affixed thereto KIVA's proprietary, copyright ard trade secret notice in such marner and location as to give reasonable notice of the proprietary, patent. copyright and trade secret rights of KIVA. Consullant shall have no right to print 01 copy the Licensed Software, In whole or In part, except as authorized herein. All such copies sl1all be and shall remain the property of KIVA, to be retumed to Licensee by Consultant upon wri"en request and/or termination of Consultant's right to examine and use the Licensed Software. 4. Consuttant shall take all appropriate action, whether by instruction. agreement or otherwise, to ensure 1he protection. confidentiality and security of the Licensed Software or any related materials ard to satisfy Its obligations under this Nondisclosure Agreement. Consultant agrees that Consultant's obligations with respect to the confidentiality and security of all Information disclosed to Consultant survive the termination of any agreement or relationship between KIVA. the Licensee. the Consultant, ard/or any employee of such organizations. This Nondisclosure Agreement shall be interpreted in accordance with the laws of the State of utah. . ACKNOWLEDGED AND ACCEPTED: CONSULTANT FIRM: (City Name) _ ~EI2//CKO;el.l1)J~ bvc. Address 1 /S"jJC'Mo!tA/l/ (!./)Al~ ~ J>( Address 2 City. Slate, Zip /POo)Jk!~ t:2. .32705 Signed: Name & Title: Date: 9- /Z-1XJ Date: KIVA Form NONDISCl.WP5 lO(23f)O The undersigned employees of Consultant have read the foregoing and agree to comply with this Nondisclosure Agreement and be bound thereby. Signed: Signed: Name & Title: Name & Title: Date: Date: Signed: Signed: Name & Title: Name & TItle: Date: Date: Signed: Signed: Name & Title: Name & Title: Date: Date: Signed: Signed: - Name & Tille: Name & Tille: Date: Date: Signed: Signed: Name & Tille: Name & Tille: Date: Date: Signed: Signed: Name & Title: Name & Title: Date: Date: Signed: Signed: Name & Tille: Name & Title: Date: Date: Signed: Signed: Name & Tille: Name & Tille: Date: Date: Signed: Signed: Name & Tille: Name & Tille: Date: Date KIVA Form NONDISCl.WP5 lO/23tyO