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DocuSlgn Envelope 9D: CE9BBl4E-5C80-4461-8035-FC9480AAAD54
<br />may continue, after such term has expired. All terms and conditions of the Agreement apply to each
<br />Purchase Order,
<br />ARTiCLE S. SOFTWARE LICENSING
<br />A. Sourcewell selected The Gordian Group's (Gordian) software, data and services (IQCC System)
<br />for their IQCC program. The system includes Gordian's proprietary ealQC, eGordian and Bid
<br />Safe IQCC applications (IQCC Applications) and construction cost data (Construction Task
<br />Catalog), which shall be used by the Contractor to prepare and submit Price Proposals,
<br />subcontractor lists, and other requirements specified by Sourcewell and Sourcewell Members.
<br />The Contractor's use, in whole or in part, of Gordian's IQCC Applications and Construction Task
<br />Catalog and other proprietary materials provided by Gordian for any purpose other than to
<br />execute work under this Agreement for Sourcewell and Sourcewell Members is strictly
<br />prohibited unless otherwise stated in writing by Gordian. The Contractor hereby agrees to
<br />abide by the terms of the following IQCC System License:
<br />ARTICLE 6. IQCC SYSTEM LICENSE
<br />A. Gordian 'hereby grants to the Contractor, and the Contractor hereby accepts from Gordian for the term
<br />of this Agreement or Gordian's contract with Sourcewell, whichever Is shorter, a non-exclusive right,
<br />privilege, and license to Gordian's proprietary IQCC System and related proprietary materials
<br />(collectively referred to as "Proprietary Information") to be used for the sale purpose of executing
<br />Contractor's responsibilities to Sourcewell and Sourcewell Members under this Agreement ("Limited
<br />Purpose'). The Contractor hereby agrees that Proprietary Information shall include, but is not limited to,
<br />Gordian's IQCC Applications and support documentation, Construction Task Catalog, training materials,
<br />marketing materials and any other proprietary materials provided to Contractor by Gordian. in the event
<br />this Agreement expires or terminates as provided herein, or the Gordian's contract with Sourcewell
<br />expires or terminates, this IQCC System License shall terminate and the Contractor shall return all
<br />Proprietary Information in its possession to Gordian.
<br />B. Contractor acknowledges that Gordian shall retain exclusive ownership of all proprietary rights to the
<br />Proprietary Information, including all U.S. and international intellectual property and other rights such
<br />as patents, trademarks, copyrights and trade secrets. Contractor shall have no right or interest in any
<br />portion of the Proprietary Information except the right to use the Proprietary Information for the
<br />Limited Purpose set forth herein. Except in furtherance of the Limited Purpose, Contractor shall not
<br />distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, provide
<br />access to, use or sell, directly or indirectly (including in electronic form), any portion of the Proprietary
<br />Information.
<br />C. Contractor acknowledges and agrees to respect the copyrights, trademarks, trade secrets, and other
<br />proprietary rights of Gordian in the Proprietary Information during and after the term of this
<br />Agreement, and shall at all times maintain complete confidentiality with regard to the Proprietary
<br />Information provided to Contractor, subject to federal, state and local laws related to public disclosure.
<br />Contractor further acknowledges that a breach of any of the terms of this Agreement by Contractor will
<br />result in irreparable harm to Gordian for which monetary damages would be an Inadequate remedy, and
<br />Gordian shall be entitled to injunctive relief (without the necessity of posting a bond) as well as all other
<br />monetary remedies available at law or in equity. In the event that it becomes necessary for either party
<br />to this IQCC System License to enforce the provisions of this Agreement or to obtain redress for the
<br />breach or violation of any of its provisions, whether by litigation, arbitration or other proceedings, the
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