The Gordian Group Inc 11/20/2018

1.5 Job Order Contracting System License: Service Provider hereby grants to the City, and the City hereby accepts from Service Provider for the term of this Agreement, a non-exclusive, non-transferable right,privilege and license to Service Provider's Job Order Contracting System and other related proprietary materials (collectively referred to as"Proprietary Information")to be used for the sole purpose of operating the City's Job Order Contracting program. The parties hereby agree that Proprietary Information shall include,but is not limited to, Service Provider's eGordian®application and support documentation, Construction Task Catalog® (also commonly referred to as a unit price book), training materials and other proprietary materials provided by Service Provider. In the event this Agreement expires or terminates as provided herein,this JOC System License shall terminate and the City shall return to Service Provider all Proprietary Information in the City's possession. The City acknowledges that disclosure of Proprietary Information will result in irreparable harm to Service Provider for which monetary damages would be an inadequate remedy and agrees that no such disclosure shall be made to anyone without first receiving the written consent of Service Provider. The City further acknowledges and agrees to respect the copyrights, registrations, trade secrets and other proprietary rights of Service Provider in the Proprietary Information during and after the term of this Agreement and shall at all times maintain complete confidentiality with regard to the Proprietary Information provided to the City, subject to federal and state laws related to public records disclosure. Service Provider acknowledges that the City is subject to the Washington Public Records Act, chapter 42.56 RCW and other Washington statutes related to open government(collectively, the"Act"). If the city receives a public records request under the Act that requests any records that may be considered Proprietary Information, then the City shall give written notice to Service Provider as provided in section 18 of the Agreement. The written notice will contain a description of the records that the City intends to disclose and the date when the disclosure will occur. If Service Provider desires that the records not be disclosed,Service Provider shall commence an action in Snohomish County Superior court before the disclosure date. Notwithstanding anything to the contrary in this JOC System License or Exhibit A or elsewhere in the Agreement,the City has no liability whatsoever to Service Provider for the disclosure of any record when that disclosure is consistent with the Act or with an order applying the Act entered by the Snohomish County Superior Court or a Washington appellate court. Upon expiration or termination of this Agreement as provided herein, Service Provider shall provide to the City all project data generated by the City in a form accessible by a standard database program,such as Microsoft®Access®. Page 16 (Form Approved by City Attorney's Office November 1,2009)