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License and User Agreement
<br />(Attachment to General Conditions)
<br />This Click-Through Agreement (the “Agreement”) contains the terms and conditions upon which The Gordian Group, Inc., a
<br />Georgia corporation (“Gordian”) grants to you (“Licensee”) a limited license to perform your obligations pursuant to the
<br />Licensee Contract. Please read this Agreement carefully. By clicking “I Accept”, you acknowledge that you have read and
<br />accept the terms and conditions of this Agreement in its entirety.
<br />IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR IN CONNECTION WITH
<br />YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR, THEN THE TERM “LICENSEE” INCLUDES YOUR EMPLOYER OR
<br />PRINCIPAL CONTRACTOR, AS APPLICABLE, AND YOU WARRANT AND REPRESENT TO GORDIAN THAT YOU ARE
<br />AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH EMPLOYER’S OR PRINCIPAL CONTRACTOR’S BEHALF.
<br />WHEREAS, pursuant to the terms and conditions of a contract between Gordian and one or more mutual clients of Gordian
<br />and Licensee that is a party to the Licensee Contract (“Client Contract”), and the terms and conditions of the Licensee
<br />Contract, Gordian has agreed to provide Licensee with a limited license to Gordian’s Job Order Contracting system (“JOC
<br />System”), and
<br />NOW, THEREFORE, Gordian and Licensee agree to the terms and conditions of the following:
<br />Gordian hereby grants to Licensee, and Licensee hereby accepts from Gordian for the term of the Licensee Contract, or the
<br />term of the Client Contract, whichever is shorter, a non-exclusive and nontransferable right, privilege, and license to
<br />Gordian’s proprietary JOC System and other related proprietary materials (collectively referred to as “Proprietary
<br />Information”) to be used for the sole purpose of executing the Licensee’s responsibilities under the Licensee Contract for
<br />which Licensee is utilizing the JOC system (“Limited Purpose”). Licensee hereby agrees that the Proprietary Information shall
<br />include, but is not limited to, Gordian’s JOC Software and information management applications and support
<br />documentation, Construction Task Catalog® and any construction cost data and copyrighted materials contained therein,
<br />training materials, and any other proprietary materials provided to Licensee by Gordian either electronically or through an
<br />alternative means of delivery. In the event the applicable Licensee Contract expires or terminates, or the Client Contract
<br />expires or terminates, this JOC System License shall terminate and Licensee shall return all Proprietary Information in its
<br />possession to Gordian.
<br />Licensee acknowledges that Gordian shall retain exclusive ownership of all proprietary rights to the Proprietary Information,
<br />including all U.S. and international intellectual property and other rights such as patents, trademarks, copyrights and trade
<br />secrets. Licensee shall have no right or interest in any portion of the Proprietary Information except the right to use the
<br />Proprietary Information for the Limited Purpose set forth herein. Except in furtherance of the Limited Purpose, Contractor
<br />shall not distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, provide access to, use
<br />or sell, directly or indirectly (including in electronic form), any portion of the Proprietary Information.
<br />Licensee hereby agrees to pay Gordian the applicable license fee (“Contractor License Fee”) as provided for in either the
<br />Client Contract or Licensee Contract. Licensee further agrees to remit the Contractor License Fee to Gordian within ten (10)
<br />days of Licensee’s receipt of a Job Order, Purchase Order or other similar purchasing document pursuant to the Licensee
<br />Contract. Licensee shall make payments payable to The Gordian Group, Inc. and shall mail the payments to P.O. Box 301013,
<br />Los Angeles, CA 90030-1013. All payments received after the due date set forth above will incur a late payment charge from
<br />such due date until paid at a rate of 1.5% per month.
<br />Either party may terminate this Agreement in the event of: (1) any breach of a material term of this Agreement by the other
<br />party which is not remedied within ten (10) days after written notice to the breaching party; or (2) the other party’s making
<br />an assignment for the benefit of its creditors, or the filing by or against such party of a petition under any bankruptcy or
<br />insolvency law, which is not discharged within thirty (30) days of such filing. Licensee acknowledges and agrees to respect
<br />the copyrights, trademarks, trade secrets, and other proprietary rights of Gordian in the Proprietary Information during and
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