Technology License Agreement (this “License”)
is entered into as of the date signed by all parties (the “Effective
between Cellnet Technology Midwest, Inc., a Delaware corporation
and the City of Seattle, a municipal corporation of the State of
is in the business of providing automated meter reading (“AMR”)
goods, software, systems, and services to utility companies.
is a municipal corporation which provides electric and water service
to end users through its Departments, Seattle City Light and Seattle
Public Utilities, respectively.
and Customer (the
entered into an agreement (the “AMR
for Cellnet to supply certain AMR goods, software, systems, and/or
services to Customer for an AMR data collection and processing system
include, without limitation, meter interface unit radios, radio
concentrators, take-out points, and/or host system software and
connection with and as part of the AMR Contract, Cellnet and Customer
are entering into this License.
consideration of the foregoing premises and the rights and benefits
that they will receive under the AMR Contract and this License, and
intending to be legally bound, the Parties agree as follows:
Technology. “Licensed Technology” means
any and all proprietary intellectual property rights owned by
Cellnet, or which Cellnet has the right to license to Customer, and
which are incorporated in the goods, software, and other deliverables
supplied by Cellnet to Customer under the AMR Contract. Without
limitation, these intellectual property rights include all current
and future worldwide patents, utility models, copyrights, trade
secrets, inventions, designs, processes, and all other intellectual
property rights, including, but not limited to all applications and
registrations with respect thereto, owned by Cellnet or which Cellnet
has the right to license to Customer, and which are incorporated in
the goods, software, and other deliverables supplied by Cellnet to
Customer under the AMR Contract.
to Use. Cellnet hereby grants to Customer a
non-exclusive, non-transferable (except as otherwise set forth
herein), perpetual (except as otherwise set forth herein), limited
license to use the Licensed Technology solely in connection with the
installation, operation and testing of the AMR System as set forth in
the AMR Contract, with the goods, software, and other deliverables
supplied by Cellnet to Customer under the AMR Contract for the AMR
System, and with respect to the service territories wherein Customer,
through its Departments of Seattle City Light and Seattle Public
Utilities, provides electric and water service to itself and/or its
rights granted under this License are subject to, and contingent upon
payment by Customer to Cellnet of all applicable license fees.
and Documentation License. The Licensed Technology
which constitutes computer software (“Licensed Software”)
and documentation therefor (“Licensed Documentation”) are
subject to the provisions of this Section 3 in addition to the
provisions of Section 2.
License. Cellnet grants to Customer the right to use
the Licensed Software, in object code only, to process data of the
AMR System with respect to the goods, software, and other
deliverables supplied by Cellnet to Customer which are deployed and
used by Customer.
License. Customer may use the Licensed Documentation
in connection with its permitted use of the Licensed Software. This
License is only for the object code version of the Licensed Software,
and does not convey any right to receive or use the source code
version of any of the Licensed Software.
Copying Right. For those items of Licensed Software
which are not firmware or middleware, Customer may make a reasonable
number of copies of the Licensed Software solely for backup, test,
archival or disaster recovery purposes. Customer may make a
reasonable number of copies of the Licensed Documentation for any use
authorized in Sections 2 and 3 of this License. Any
copy which Customer makes of any Licensed Software or Licensed
Documentation, in whole or in part, is the property of Cellnet, and
where applicable Cellnet’s affiliates and suppliers, as set forth
in Section 6 of this License. Customer agrees to reproduce and
include in their entirety and without alteration Cellnet’s patent,
copyright, trademark and other proprietary rights notices on any copy
of any Licensed Software and Licensed Documentation.
Uses. Customer shall not (i) make available, provide
access to, or distribute, license or otherwise transfer, directly or
indirectly, the Licensed Technology to any third party; (ii) use the
Licensed Software with any third party on a time-sharing basis or
provide data collection or processing services for any third party;
(iii) decompile, disassemble, reverse-assemble, analyze or otherwise
examine the Licensed Technology for reverse engineering thereof; (iv)
copy or otherwise duplicate the Licensed Technology except as
permitted by this License,(v) modify the Licensed Technology
in any manner, (vi) use the Licensed Technology to develop other
products, devices, inventions, hardware, or software, (vii) encumber,
grant a lien or security interest in, lease, sub-license, or
time-share the Licensed Technology, (viii) use the Licensed
Technology in any manner other than in connection with the
establishment, operation, and maintenance of the AMR System and the
goods, software, and other deliverables supplied by Cellnet to
Customer under the AMR Contract, and (ix) use the Licensed Technology
in any manner except as permitted under, and in connection with, this
License and the AMR Contract.
Rights. Cellnet shall have the right, upon five (5)
business days prior written notice, to inspect Customer’s premises
to access the Licensed Technology during normal business hours, to
verify that the Licensed Technology are being used and protected as
specified in this License. During such inspections, Cellnet’s
personnel shall comply with Customer’s standard site rules and
procedures and shall not interfere with Customer’s business.
of Rights. The Licensed Technology is the sole and
exclusive property of Cellnet, and where applicable Cellnet’s
affiliates and suppliers. Cellnet reserves all rights not expressly
granted pursuant to this License, including without limitation, all
rights to derivative works (as defined under U.S. law) of the
Licensed Technology. This License is not a sale of the Licensed
Technology or any copy or part thereof, and Customer shall have no
title to or ownership in the Licensed Technology, or any copies or
part thereof, regardless of the form on which the original and any
copies may exist. All software developed by Cellnet on behalf of
Customer hereunder shall constitute part of the Licensed Software
hereunder and, along with any Documentation associated therewith and
along with the intellectual property rights embodied therein, are the
sole and exclusive property of Cellnet, and where applicable
Cellnet’s affiliates and suppliers, whether or not they are
specifically adapted by Cellnet for use by Customer. Customer
acknowledges the foregoing and that the Licensed Technology is
protected by copyright law, including international treaties, and
other laws protecting intellectual property.
With License. Compliance by Customer with each of the
terms and conditions of this License including without limitation,
payment of all license fees required by this License shall be a
material condition of the License granted hereunder.
Upon Termination. Upon termination of this License
for any reason, Customer shall immediately discontinue use of the
Licensed Technology, and any portion thereof, and shall immediately
return all such Licensed Technology to Cellnet.
The provisions of Sections 6, 7, 9, and 10 of this
License shall survive the termination of this License, regardless of
the reason for termination.
Contract. This License is an Attachment to the AMR
Contract, and shall be subject to the provisions contained in the
Terms and Conditions of the AMR Contract and the other Attachments to
the AMR Contract which have appliability to this License, including
without limitation the license fees, term, and survivability
provisions set forth therein.
Technology Midwest, Inc.
and Chief Executive Officer
Manager, Purchasing and Contract Services