GIS Data Products License Agreement

The following provisions are a license agreement between MC:MAPS and the undersigned customer (Customer) with respect to certain proprietary GIS Data Products (GIS Data) specified on an order form, which is considered a part of this license agreement.

The GIS Data will only be distributed to Customer on the transfer medias specified on the GIS Data Order Form. Customer will need to install and operate the GIS data on properly configured and compatible computer equipment using third–party system and application software supplied by the Customer.

1. Operating Environment
In consideration for the applicable license fees, Customer will be granted a non-exclusive operations license to install, store, load, and display (collectively, Use) the GIS Data on as many local area networks and/or end-user PC or workstations as Customer reasonably needs in support of the Uses specified in Section 3 (Permitted Uses).

2. Authorized Operators
Unless otherwise specified in writing, the GIS Data Products will be operated by Customer’s employees and authorized contractors only (Authorized Operators). A contractor shall be deemed authorized to Use the GIS Data Products if such Use is incidental to a larger relationship between the contractor and the Customer, and is Used for purposes no greater than reasonably needed to achieve the objectives of an actual project undertaken in connection with that relationship, and the contractor has agreed in writing to be bound by the provisions of this Agreement.

3. Permitted Uses
Customer’s Authorized Operators may Use the GIS Data Products strictly in conjunction with the specific project (Project) located in Montgomery County, Maryland specified on the order form. Authorized Operators may display the GIS Data in unaltered form, or may incorporate, in whole or part, and Use GIS Data for analysis, on plan documents prepared for the Project. Customer may distribute hard copies of such plans (and corresponding documents) to its customers, contractors, and reviewing agencies in the regular course of business related to the Project, and may submit digital versions of such plans only to public reviewing Agencies, if so required for the Project. Further reproduction or distribution of digital products containing the GIS Data is prohibited.

Customers incorporating any MC:MAPS GIS data into their plans under the terms of this agreement (whether by hand tracing, scanning, or importing of digital data) must place a statement of the following form in a conspicuous location on the face of such documents:

Customer should tailor the note slightly so as to reflect the nature of the GIS Data used, and may insert the phrase ‘in part’ between the words ‘based’ and ‘on’, if applicable.

4. Reservation of Rights
MC:MAPS GIS Data contains proprietary information belonging exclusively to MC:MAPS. MC:MAPS claims copyright and trade secret protection in the GIS Data including the selection, arrangement, and coordination of the GIS Data as a whole, and in each constituent element of data provided. Customer does not obtain any ownership or intellectual property rights in the GIS Data (including any digitally resampled or processed image derived from the GIS Data). Instead, Customer obtains a limited non-exclusive license to Use the GIS Data and output generated therefrom for the authorized purposes specified herein. Customer will at all times use due diligence to safeguard and protect all such confidential and proprietary information pertaining to the GIS Data. Customer will ensure that all marks, notices, or legends pertaining to the origin, identity, or ownership of the GIS Data and all output generated from the GIS Data are properly applied and remain intact and clearly legible. MC:MAPS reserves all rights not expressly granted to the Customer.

5. Price and Payment
Customer will pay MC:MAPS a License Fee in the amount set forth in the GIS Data Price List, which is incorporated into this agreement by reference. The fees stated in the Price List do not include the price of updates. The applicable fees are payable by Customer.

6. Transfer of License
Customer may not assign, sublicense or transfer all or any part of Customer’s rights or obligations under this Agreement without MC:MAPS’s written consent and any attempt to the contrary will be void and a material breach of this Agreement. MC:MAPS may withhold such consent in its sole discretion. A transfer of this Agreement will terminate any right to Customer’s continued possession or Use of the GIS Data and Customer must promptly return the original media and destroy all remaining copies of the GIS Data in Customer's possession or under Customer’s control.

7. Warranties

8. Liabilities

IN NO EVENT WILL MC:MAPS BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST SAVINGS OR PROFIT, ATTORNEY’S FEES, LOST DATA OR BUSINESS INTERRUPTION EVEN IF MC:MAPS IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY. THIS INCLUDES DAMAGES INCURRED BY CUSTOMER OR ANY THIRD PARTY.

9. Term and Termination
The term of this license will continue in full force and effect for a period of five years from the date of delivery of the GIS Data. Customer is responsible for purchasing any updated GIS Data they require during the term of this Agreement. This Agreement will terminate automatically if Customer breaches any provision of it. Customer may terminate this Agreement at any time at Customer’s election. Termination of this Agreement will terminate Customer’s right to possess or Use the GIS Data. Upon termination, Customer agrees to immediately destroy the original and all copies of the GIS Data and cease all further Use of it. Termination will have no effect on Customer’s obligation to safeguard and protect proprietary rights of MC:MAPS under Section 4 (Reservation of Rights), disclaimers under Section 7 (Warranties), or limitations under Section 8 (Limitation of Remedies and Liabilities).

10. Disputes, Choice of Law

11. Miscellaneous
This License Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral. This document and a photocopy in good form shall be considered an original document with authenticated signature admissible into evidence unless the document’s authenticity is genuinely placed in question. This Agreement is expressly limited to its terms and may be modified or amended only by a writing signed by an authorized representative of MC:MAPS. Any provision found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.

IN WITNESS THEREOF, for adequate consideration and intending to be legally bound, the parties have caused this Agreement to be executed by their duly authorized representatives.

MC:MAPS Customer:

____________________________

(Agency)

Signed: __________________________Signed: ___________________________

Name: ____________________________Name: ___________________________

Title: _____________________________Title: _____________________________

Date: ____________________________Date: _____________________________

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