R2025-316 Resolution Authorizing an Agreement with Novotx, LLC, to Provide Asset Management Software and Implementation Services, City Project 2024-32

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(:) NOVOTX NOVOTX LLC SOFTWARE LICENSE AGREEMENT This Software License Agreement ("Agreement") is made as of , 20_„_ (the "Effective Date"), by and between NOVOTX LLC, a Utah limited liability company with offices at 4905 S 1500 W, Suite 210, Riverdale, Utah 84405 ("Novotx")and the party identified below("Licensee"). Licensee: City of Decatur,IL Contact name: Address: 1 Gary K.Anderson Plaza Contact title: Decatur, IL 62523 Contact email Contact phone: Licensee desires to obtain a license to certain proprietary software of Novotx. Novotx is willing to license such software to Licensee and provide certain software maintenance and support services in relation to such software, to the extent set forth in this Agreement and subject to the terms and conditions hereof. 1. BACKGROUND (h) "Sales Order' means the Novotx order form or 1.1 Definitions.As used in the Agreement or in any similar document that references or is attached to this Agreement, as executed by Licensee and Novotx,and that Exhibit hereto: identifies the software being licensed hereunder. (a) "Confidential Information" means all trade (i) "Online Services" means any web, software, or secrets and all non-public business and financial data services or components, such as third-party information, computer software and documentation, geographic information services (GIS) or utility billing machine and operator instructions, business methods, services, that supply information to, perform tasks for, or procedures, know-how, and other information that relates to the business or technology of either party. otherwise interact with the Licensed Software via the Internet. (b) "Documentation" means the Novotx user 1.2 Applicability of Certain Terms. As more guides, manuals and associated documentation provided specifically indicated herein, certain terms and conditions to Licensee with or for the Licensed Software. of this Agreement apply only if the license to the Licensed (c) "License Limits" means the permitted number Software is of a certain type or duration. The applicability of users of the Licensed Software, the organizational of those terms and conditions will be determined by the unit(s) permitted to use the Licensed Software, the License Type or License Term indicated in the Sales maximum organization size, and/or other applicable Order. Any terms or conditions of a Sales Order or other limitations or conditions associated with the pricing of document submitted by Licensee that are in addition to or Licensee's license. as specified in the Sales Order. inconsistent with the terms of this Agreement will not be binding on Novotx unless Novotx expressly agrees to the (d) "License Term" means the duration of the applicability of such terms in writing signed by an software license being procured by Licensee under this authorized officer of Novotx. Agreement, as specified in the Sales Order and as may be renewed and/or terminated in accordance with this 1.3 Acceptance of Terms. Licensee will be deemed Agreement. to have accepted this Agreement either by signing this document or by submitting the Sales Order. (e) 'License Type" means the type of license (such as a production license. evaluation license, or 2. LICENSE GRANT AND SCOPE development and/or demonstration license) being 2.1 Grant. Subject to the terms and conditions of this procured by Licensee under this Agreement, as specified Agreement. Novotx grants to Licensee a non-exclusive. in the Sales Order. If the License Type is not specified in non-transferable license, during the License Term and the Sales Order, it will be presumed to be a production within the License Limits,to: license or, if no license fees are being charged, a non- production evaluation license. (a) install and use the Licensed Software, in (f) "Licensed Software" means Novotx's computer executable form only. solely to the extent and for the purpose(s) described in Section 2.2 for the given License software program(s) for which Licensee is procuring a license pursuant to the Sales Order, and any modules, Type; add-ons, interfaces, modified versions, updates or (b) configure the Licensed Software, using the enhancements to such programs that Novotx may provide macro or scripting languages. published application to Licensee pursuant to Maintenance and Support or programming interfaces (APIs), and/or other mechanisms pursuant to the Sales Order or a separate, applicable provided or specified by Novotx for that purpose. services agreement (if any) between Licensee and consistent with all applicable configuration instructions and Novotx. other guidelines set forth in the Documentation;and (g) "Maintenance and Support" has the meaning given in Section 4.2.