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HomeMy WebLinkAbout15- Pall Application Program Software License AgreementPAD Confidential Information of Pall Corporation APPLICATION PROGRAM SOFTWARE LICENSE AGREEMENT This LICENSE AGREEMENT is effective as of 02/04/2015 and is made between Pall Corporation, a New York corporation, (hereinafter "Pall"), and City of Bozeman Montana (hereinafter "Licensee"), having an address at: 121 North Rouse Avenue, Bozeman, MT 59771 WHEREAS, Pall and the Licensee are parties to an agreement or agreements, including any and all purchase orders, (collectively, "Supply Agreements") under which Pall has supplied certain filtration systems and designs ("Pall Systems") and under which the parties desire to grant the Licensee the right to use the Licensed IP (as described below) in connection with the use of the Pall Systems as well as other non -Pall owned equipment; and WHEREAS, Pall is the owner of copyrighted materials including Programmable Logic Controller (PLC) code, human -machine interface (HMI) and Supervisory -Control -Data -Acquisition (SCADA) programs related to Pall Systems, including certain non -Pall owned equipment (the "Pall Copyrights"), as well as a number of trademarks, including the appearance of (and characteristics identified in) the PLC, HMI and SCADA programs ("Pall Trademarks") (collectively referred to, the "Licensed IP"); NOW THEREFORE, in consideration of the foregoing, and the mutual premises set forth herein, the parties hereto agree as follows: 1. GRANT OF LICENSE TO LICENSED IP 1.1 Pall hereby grants to Licensee the non-exclusive right, license and privilege, during the term of this License Agreement, to: a) use the Licensed IP; and b) to make additions to the Licensed IP, but only for the purpose of: automated operation of process system components, instrumentation, data collection, reporting, troubleshooting, visual information displays and similar process control functions that pertain specifically to the Pall Corporation process system equipment, and/or related equipment included within Pall Corporation's scope of supply, or as defined in the contract documents for the project identified as follows: Project Title / Location: Hyalite/Sourdough Water Treatment Plant, 7024 Sourdough Canyon Road, Bozeman, MT Pall Project Number: 01.000163 Pall Customer Purchase Order and/or Contract Number(s): Signed Agreement except that, nothing in this License Agreement shall give Licensee any right to do anything inconsistent with Pall's ownership of the Licensed IP, such as, for example, filing any trademark application anywhere in the world, now or in the future, nor use the Licensed IP in any manner that suggests Pall's endorsement or recommendation of anything that is unlawful or encourages unlawful conduct. 1.2 Pall hereby grants to the Licensee the right to sublicense the Licensee's Section 1.1 rights to subcontractors; provided, however, that a) Licensee shall first obtain Pall's written consent; b) the rights granted shall not be inconsistent with or more extensive in scope or manner than Licensee's rights under this License Agreement; Page 1 c) Licensee will be directly liable for any acts of subcontractors which violate the terms of this License Agreement; d) each sublicense granted shall be personal to the subcontractor (with no right to assign or sublicense) and shall terminate immediately upon the termination of this License Agreement or upon request by Licensee; and e) within a reasonable period following execution hereof, Licensee will incorporate the obligations of this Section in a written instrument approved by Pall, which instrument Licensee will require all subcontractors appointed following execution hereof to sign (except Pall). 1.3 Except as expressly provided herein, Licensee is granted no rights or licenses whatsoever in or to the Licensed IP or any other Pall products, services or other Pall intellectual, proprietary or personal rights. Pall hereby expressly reserves all rights and licenses not expressly granted in this License Agreement. In particular and without limiting the foregoing, nothing in this License Agreement shall be deemed to convey to the Licensee the legal title to any Licensed IP. 1.4 Except as expressly provided herein, Licensee may not distribute the Licensed IP to other persons by any means such as copying, reprinting and transmitting the work electronically such as facsimile transmissions or by an outside network such as the World Wide Web. 1.5 Licensee acknowledges the value of the goodwill associated with the Licensed IP and that any goodwill from Licensee's use of the Licensed IP exclusively inures to the benefit of and belongs to Pall. 1.6 Under no circumstances shall any additions to Licensed IP by the Licensee or its subcontractors be considered an endorsement or recommendation by Pall of those additions. 2. TERM & TERMINATION 2.1 The term of this Agreement shall continue for as long as the Pall Systems are used in accordance with the terms and conditions of the Supply Agreements 2.2 Notwithstanding the foregoing, this License Agreement may be terminated immediately by either party if. a) the other party is in breach of any of the covenants of this License Agreement, which breach has not been cured within sixty (60) days of specific notice of such breach; b) there are any assignments or sublicenses of this License Agreement or any interest therein by Licensee, contrary to the terms hereof; and/or c) the Pall Systems are not used in accordance with the terms and conditions of the Supply Agreements. 2.3 Upon termination or expiration of this License Agreement, all rights granted hereunder to Licensee shall terminate, and Licensee shall cease using the Licensed IP and destroy all recorded versions of the Licensed IP, including without limitation any magnetically and/or optically recorded versions, and must verify in writing that said destruction has taken place. 3. MODIFICATIONS 3.1 Except as expressly provided herein, Licensee may not alter or modify the Licensed IP in any manner, nor may Licensee create derivative works from the Licensed IP, without the express written approval of Pall. 4. MARKING OF OWNERSHIP RIGHTS 4.1 The Pall Copyrights are the copyrighted property of Pall and shall be so marked and/or designated as the copyrighted property of Pall by Licensee in the following fashion: "Provided compliments of Pall Corporation. Copyright Pall Corporation, 20xx." 4.2 The Parties agree that the Pall Trademarks are owned solely and exclusively by Pall. Licensee shall conspicuously designate the Pall Trademarks as the trademark property of Pall Corporation. Licensee shall also place a notice that other persons may not use the Pall Trademarks in any manner. 5. NOTICES 5.1 All notices relating to this License Agreement shall be in writing and sent by registered delivery to the following addresses: If to Pall: Page 2 Pall Corporation 25 Harbor Park Drive Port Washington, NY 11050 Attn: Michael J. Forzano Intellectual Property Counsel If To: City of Bozeman Montana 121 North Rouse Avenue Bozeman, MT 59771 6 MISCELLANEOUS 6.1 Subject to regulations governing public records in Montana (in which case Licensee must provide prompt notice that Pall confidential information is required by law or court order, and reasonably cooperate, at Pall's expense, with Pall's efforts in seeking a protective order for such confidential information), Licensee warrants that, without the express consent of Pall, none of its employees, agents, sublicensees, or assignees shall disclose to any third party any information of or supplied by Pall which he or she has reason to believe is confidential or which Pall designates as confidential. 6.2 All alterations, changes, modifications, or variations in this License Agreement shall be ineffective and void unless the same are in writing and properly executed by authorized officers of the parties. 6.3 Failure of either party to enforce any or all of the terms and conditions of this License Agreement shall not be deemed a waiver of any term or condition; nor shall a waiver by a party of any term or condition be considered a waiver by said party of any other term or condition. 6.4 Licensee may assign this License Agreement, upon 30 days prior notice to and with the consent of Pall, only to a party who purchases or acquires the business of Licensee or all or substantially all of Licensee's assets; provided, however, that any assignee of this License Agreement must agree with Pall, in writing, to be bound by the terms and provisions hereof. Unless otherwise provided for in this Section 6.4, all other assignments or transfer of rights hereunder by the Licensee to any third party without prior, express written consent of Pall shall be null and void. IN WITNESS WHEREOF, the parties hereto have executed this License Agreement as of the date first above written. C 1�1 DATE: CITY OF BOZEMAN MONTANA bc , € s L4. I v i5 PRINT NAME: SIGNATURE: 3 _16-r�- DATE Page 3