HomeMy WebLinkAboutC-5461 - To use SunGard Public Sector, Inc., Proprietary Information�- AGREEMENT WITH SUNGARD PUBLIC SECTOR INC.
TO USE SUNGARD PUBLIC SECTOR INC. PROPRIETARY
INFORMATION
This Agreement is made and entered into this / 1 4kday of ! , 2013, by and between
The City of Newport Beach, a California Municipal Corporation and Charter City ("Customer), and
SunGard Public Sector Inc. ("SunGard Public Sector'.
WITNESSETH:
For the consideration of the mutual covenants and promises hereinafter set forth, SunGard Public
Sector hereby agrees to provide and the Customer agrees to license SunGard Public Sector's Proprietary
Data Dictionaries for CAD, RMS, Mobiles, and JMS (collectively, the "Proprietary Information") as
follows:
A. PROPRIETARY INFORMATION: The Proprietary Information is considered
proprietary information and its use shall be governed as follows:
Customer may only use the Proprietary Information for the purpose (the "Purpose) of
data importing, writing custom reports and inquiries. SunGard Public Sector has sole and exclusive
ownership of all right, title, and interest in and to the Proprietary Information (including ownership of all
trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly
granted by SunGard Public Sector. This Agreement does not provide Customer with title or ownership
of the Proprietary Information, but only a right of limited use solely for the Purpose. Customer must
keep the Proprietary Information free and clear of all claims, liens, and encumbrances.
The Proprietary Information is commercially valuable, proprietary product(s) of SunGard Public
Sector, the design and development of which reflect the effort of skilled development experts and the
investment of considerable time and money. The Proprietary Information is treated by SunGard Public
Sector as confidential and contains substantial trade secrets of SunGard Public Sector, which SunGard
Public Sector has entrusted to Customer in confidence to use only as expressly authorized. SunGard
Public Sector claims and reserves all rights and benefits afforded under federal copyright law in all
software programs, user materials, and system documentation related thereto as unpublished works.
Customer may not, at any time, disclose or disseminate the Proprietary Information to any
person who does not need to obtain access thereto consistent with Customer's rights under this
Agreement. Under no circumstances may Customer "unlock" the code of the Licensed Program, as the
term is generally used in the trade. Under no circumstances may Customer disclose or disseminate the
Licensed Program and/or Proprietary Information to any competitor of SunGard Public Sector.
Customer will devote their best efforts to insure that all their personnel and all other persons afforded
access to the Licensed Program and/or Proprietary Information shall protect it against improper use,
dissemination, or disclosure.
AGREEMENT WITH SUNGARD PUBLIC SECTOR INC.
TO USE SUNGARD PUBLIC SECTOR INC PROPRIETARY INFORMATION
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Customer hereby authorizes SunGard Public Sector to enter their premises in order to inspect the
Licensed Program and/or Proprietary Information in any reasonable manner during regular business
hours.
Customer's obligations hereunder shall remain in effect for as long as Customer continues to
possess or use the Proprietary Information or any trade secrets derived there from.
B. TERMINATION. SunGard Public Sector reserves the right to terminate this Agreement,
for convenience, effective upon Customer's receipt of SunGard Public Sector's written notice of such
termination, if the parties should fail to execute a separate license agreement for SunGard Public Sector's
ONESoIution Public Safety software applications by June 30", 2013. Such written notice of termination
will be deemed given when: Delivered personally; sent by United States registered or certified mail,
return receipt requested; transmitted by facsimile confirmed by United States first class mail; or sent by
overnight courier. Notices must be sent to Customer at the address that Customer designates for its
receipt of notices.
C. Effect of Termination. Upon termination of this Agreement, Customer will promptly
return to SunGard Public Sector or (at SunGard Public Sector's request) will destroy all copies of the
Proprietary Information, and will certify to SunGard Public Sector in writing, over the signature of a duly
authorized representative of Customer, that it has done so.
D. Survival of Obligations. All obligations relating to non-use and non -disclosure of
Proprietary Information will survive termination of this Agreement.
E. SUPPORT SERVICES. SunGard Public Sector does not currently provide Support of
the Proprietary Information via our normal application software support plan. Therefore, any support
provided will be subject to SunGard Public Sector's then current time and materials support rates.
F. FEES AND PAYMENT TERMS. SunGard Public Sector provides the Proprietary
Information at no additional charges for customers who have a current support agreement and are current
with their support payment.
G. Disclaimer of Warranties. Customer agrees and understands that SUNGARD PUBLIC
SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH
REGARD TO THE PROPRIETARY INFORMATION OR THE CUSTOMER'S USE THEREOF.
H. LIMITATIONS OF LIABILITY. EXCEPT FOR ITS OBLIGATIONS TO PROVIDE
THE PROPRIETARY INFORMATION PURSUANT TO THIS AGREEMENT, SUNGARD PUBLIC
SECTOR WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE
PROPRIETARY INFORMATION OR THE CUSTOMER'S USE THEREOF. IN NO EVENT WILL
SUNGARD PUBLIC SECTOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL AND/OR OTHER DAMAGES WHATSOEVER, WHETHER BASED ON
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
OTHERWISE, AND WHETHER OR NOT SUNGARD PUBLIC SECTOR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE.
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AGREEMENT Wl'I'hI StNGAR) PUBLIC SECTOR INC.
TO USE SUNGARD PUBLIC SECTOR NC PROPRIETARY INFORMATION
Page 2 of 2
IN WITNESS WHEREOF, the Customer and SunGard Public Sector have caused their duly authorized
officials to execute this Agreement on the respective dates hercinafter indicated.
City of Newport Beach
Signed: C4 0"X��
Printed:
Title: Chief of Police
Date: 4–l`i–l3
Attu
City Clerk
SUNGARD PUBLIC SECTOR INC.
Signed:
Printed: V.-_ ---- Chr"Mant-Colemarr—
VP and Controller, SunGard Public Sector Inc
Title: /l G
Date: % D
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