RICE CREEK WATERSHED DISTRICT
MODELING TOOLS and PRODUCTS
Licensee: [ ]
LICENSE AGREEMENT is entered into by the Rice Creek Watershed
District (“District”), a political subdivision of the State of
Minnesota, and _____________________, a ________________________
the District has developed a set of modeling tools and products (MTP)
the MTP have been developed for application to watershed-wide
planning as well as to the evaluation of the local consequences of
development or public infrastructure projects;
the MTP have been developed with public resources, and it is the
District’s intent that they be made available to other public
bodies and the public generally to provide the greatest public
benefit for purposes of water resource planning, management and
the District finds that wide usage of the MTP within the watershed
has watershed-wide benefit, wishes to promote such use, and therefore
has determined not to charge others for their use;
the District has determined that the MTP are classified as “trade
secret information,” nonpublic data and otherwise data not subject
to disclosure under the Minnesota Data Practices Act, Minnesota
Statutes Chapter 13, but that it is appropriate for the District to
provide for the disclosure of the MTP in accordance with certain
protections and commitments by User as set forth in this License
THEREFORE, in consideration of the foregoing, the District and
User agree as follows:
Use of Modeling Tools and Products
Authorized Uses. User is granted a nonexclusive, nontransferable
and nonassignable license to use the following MTP and to create and
use derivative works thereof:
[insert subject of license]
license shall be in effect only during compliance by User and its
agents, consultants and contractors (ACCs) with the terms and
conditions of this License Agreement. User and (pursuant to section
1.3) its ACCs may use the MTP in the form provided by the District
for User's own authorized purposes and for no other purpose. The
User’s authorized purposes are defined as follows:
[insert description of authorized purposes, such as the
specific permit application or local/regional planning
and its ACCs may modify or transfer the MTP, or merge MTP data into
other data bases, only for User's authorized purposes. User and its
ACCs may operate on the MTP data using such proprietary or public
software as they independently are authorized to use. User may not
disclose or distribute the MTP except as otherwise set forth herein.
may duplicate the MTP for use by User and its ACCs, provided the
central processing units on which the MTP are maintained support only
equipment operated by User and its ACCs, and the MTP are used only
for User's own authorized purposes. Except for off-site backup
pursuant to established procedures, User and its ACCs shall not
remove the MTP from their place of business.
Unauthorized Uses. User and its ACCs shall not use the MTP on
behalf of any individual, organization, corporation, government
entity, or any other party other than User. User’s ACCs shall use
the MTP only in the conduct of User’s business and for User’s
authorized purposes. User and its ACCs shall not duplicate or
disclose the MTP to any third parties unless such use, duplication or
disclosure is expressly authorized in writing by the District.
and its ACCs shall not charge third parties for the availability of
the MTP. This shall not prevent User and its ACCs from charging
third parties as otherwise authorized for its software costs, staff
time or other ancillary costs associated with modeling and analysis
using the MTP. In providing to a third party any MTP or any services
involving modeling or analysis using the MTP, User and its ACCs shall
include the following statement in writing:
“This work uses or contains water resource models and/or data
that are the property of the Rice Creek Watershed District. These
models and/or data may be available directly from the Rice Creek
Watershed District at no charge.”
acknowledges that the District has declared the applicability of
copyright protection to the MTP. User shall conform to all legal
requirements consistent with the copyright status of the data as
declared by the District.
Third Party Access.
If it is necessary for User to make the MTP available to an outside
ACC for User's authorized purposes, User must obtain from each ACC
and provide to the District a signed copy of the Modeling Tools and
Products License Agreement Third-Party Certification attached to and
incorporated into this License Agreement as Attachment A, and must
receive a written authorization from the District. Under the
Third-Party Certification, ACCs are subject to all terms and
obligations of this License Agreement to the same extent as such
terms and obligations apply to User.
If User wishes to make the MTP available to a party other than an
outside ACC, for User’s authorized purposes or for another purpose,
that party may obtain a District license or an assignment of the
Data Security. User and its ACCs agree to take all necessary and
reasonable steps to ensure the MTP are not disclosed or made
accessible in whole or in part to third parties except as may be
authorized in this License Agreement. User and its ACCs agree they
will not knowingly or negligently allow their employees or agents to
copy, sell, disclose or otherwise make the MTP available to others.
User and its ACCs agree to immediately notify the District by
telephone and in writing of any unauthorized sale or other
disclosure. User and its ACCs further agree to prevent unauthorized
disclosure through appropriate security measures including, but not
limited to, providing physical security for copies of the MTP and
taking all steps that they take to protect tangible and intangible
data products of their own that they regard as proprietary,
confidential or nonpublic.
Data Practices Act. User shall treat the MTP as nonpublic data
not subject to public disclosure under the Minnesota Data Practices
Act and shall advise any requestor of the data classification
accordingly. User shall notify the District immediately of any
challenge to User’s withholding of the MTP and shall not release
the MTP, or any part thereof, pursuant to the Data Practices Act
without written authorization from the District.
Reservation of Rights. The MTP are the exclusive property of the
District, which retains all right, title and interest in the MTP,
including the right to license the MTP to other users. Any right or
remedy provided to the District in this License Agreement shall be
nonexclusive and in addition to any other right or remedy available
to the District in law or equity. MTP, as the term is used in this
License Agreement, includes all derivative works thereof. Static
outputs produced by User and its ACCs from the MTP are not derivative
works and not subject to District copyright or ownership, or
otherwise to the restrictions of this License Agreement. The
District may possess and use such static outputs in the due course of
Errors and Omissions. User timely shall advise the District in
writing of any errors or omissions it finds within the MTP. This
includes but is not limited to advising the District of new or
omitted data of which User or its ACCs are aware, as well as of
changes to the physical environment at a scale that would be
recognized by the MTP.
License Agreement Term and Termination
Term. The term of this License Agreement commences on execution
of this License Agreement by both parties and ends on the January 31
first following commencement. Notwithstanding, the License Agreement
shall renew automatically from year to year. However, the District
assumes no duty to any User or ACC to update the MTP and it remains
the sole and absolute responsibility of User and its ACCs to ensure
that the MTP are current, accurate and adequate for any use they
choose to make of them.
Termination. Notwithstanding section 2.1, the District may
terminate this License Agreement at any time on written notice to
User if User fails to comply with the terms and conditions of this
License Agreement. The District or User may terminate the License
Agreement without cause on 30-day notice to the other party.
Return or Destruction of MTP. When this License Agreement has
been terminated, and promptly on District request, User must either
destroy all copies of the MTP and provide to the District written
certification of the destruction, or return all copies of the MTP to
the District. If the License Agreement is terminated without cause,
User may retain derivative works.
3. Limited Warranty, Disclaimers and
Limited Warranty. The MTP provided by the District are made
available to User subject to the following limitations and
(a) User is responsible for the installation and use of the MTP and
the results or consequences obtained from User's installation or use
of the MTP.
(b) The District does not warrant that the MTP are error free, and
disclaims any other warranties, express or implied, respecting this
License Agreement or the MTP.
(c) THE MTP, AND ASSOCIATED MANUALS, REFERENCE MATERIALS AND
TECHNICAL DOCUMENTATION (IF ANY), ARE PROVIDED "AS IS"
WITHOUT ANY SUPPORT WHATSOEVER AND WITHOUT WARRANTY AS TO THEIR
PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE MTP IS
ASSUMED BY USER.
(d) THE DISTRICT SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOSS OF PROFIT,
OTHER FINANICAL LOSS, LOSS OF DATA, OR ANY OTHER DAMAGE OF ANY KIND
ARISING OUT OF USER’S USE OR ATTEMPTED USE OF THE MTP, OR ANY THIRD
PARTY CLAIMS THAT MAY RESULT FROM THE USE OF THE MTP, EVEN IF THE
DISTRICT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS
Sole Remedies. User's sole and exclusive remedies for breach of
these limited warranties shall be as follows: (a) User may return the
MTP to the District, which, at its discretion, may replace or repair
the MTP and return the MTP to User; or (b) User may terminate this
License Agreement in accordance with section 2, above.
Indemnification. User shall hold harmless, defend and indemnify
the District, its officers, board members, employees and agents from
any and all actions, costs, damages and liabilities of any nature
related to User’s use of the MTP, to the extent permitted by law.
Nothing in this License Agreement shall be construed to waive any
immunity, defense or limit on liability applicable to the District or
User, or otherwise to create any right in User other than the
remedies of section 3.2, or any right in any third party.
Acknowledgement. The MTP incorporate data compiled or generated
by third parties including the City of Xxxxxx.
General Terms and Conditions
Whereas Clauses. All recitals included in this License Agreement
are incorporated into and considered a part of the Agreement.
Amendment. The terms of this License Agreement may be amended
only by written agreement of the District and User.
Governing Law. This License Agreement shall be governed by and
interpreted according to the laws of the State of Minnesota.
Waiver. No waiver of any violation of this License Agreement
shall constitute a waiver of any subsequent violation, whether of the
same or of any other term. Subsequent performance of any of the terms
of this License Agreement shall not constitute a waiver of any
preceding violation, regardless of the other party's knowledge of the
preceding violation at the time of subsequent performance. The delay
or omission of any party's exercise of any right arising from any
default shall not affect or impair the party's rights regarding the
same or future default.
No Agency. The District and User are independent parties for all
legal purposes hereunder, and nothing herein shall be construed to
create an agency, joint venture, partnership or other form of
business association between the parties.
Assignment. User shall not assign, sublet or transfer this
License Agreement in whole or in part, without the prior written
consent of the District. Any attempt to assign, sublet or transfer
this License Agreement without prior written consent shall be void
and of no force or effect.
Correspondence. Correspondence regarding this License Agreement
or the MTP shall be directed as follows:
To the District:
Model Licensing Coordinator
Rice Creek Watershed District
0000 Xxxxxxxx Xxxxx Xxxxx XX
Xxxxxx XX 00000-0000
Survival of Provisions. All obligations of User regarding use and
protection of the MTP; all obligations to hold harmless, defend and
indemnify; and limitations on and disclaimers of all warranties in
this License Agreement shall survive termination of the Agreement.
Authority. The person or persons executing this License Agreement
on behalf of User represent that they are duly authorized to execute
this License Agreement on behalf of User and represent and warrant
that this License Agreement is a legal, valid and binding obligation
enforceable according to its terms.
TO BE LEGALLY BOUND by the foregoing terms:
(Attach Resolution of Governing Body Authorizing
RICE CREEK WATERSHED DISTRICT
MODELING TOOLS and PRODUCTS
hereby requests authority to exercise rights to use the Rice Creek
Watershed District’s Modeling Tools and Products, and to create and
use derivative works thereof, as an agent, consultant or contractor
to _________________ under the License Agreement executed on
________________ between ___________ and the Rice Creek Watershed
District. In assuming that authority, and in consideration
therefore, ___________________ hereby represents and affirms that it
has received and is familiar with the cited License Agreement, that
its authority is limited by the terms of the Agreement, and that it
is fully subject to all limitations, obligations and liabilities set
forth in that Agreement to the same extent as if it were a signatory
or print name and title)