LICENSE AGREEMENT

THIS LICENSE AGREEMENT (hereinafter "Agreement") dated this ______ day of _____________, 1998, by and between the LOUISVILLE AND JEFFERSON COUNTY METROPOLITAN SEWER DISTRICT (hereinafter "Licensor"), and the UNIVERSITY OF LOUISVILLE (hereinafter "Licensee"), an institution of higher learning and State agency existing under the laws of the Commonwealth of Kentucky;

WITNESSETH:

WHEREAS, the Licensor, as the Project Management Agency of the Louisville/Jefferson County Information Consortium Geographic Information System (hereafter LOJIC GIS), whose member agencies include the City of Louisville, Jefferson County, the Property Valuation Administrator, the Louisville Water Company and the Licensor, has implemented the system for the benefit of the participants and the citizens of Louisville and Jefferson County, Kentucky; and

WHEREAS, it is in the best interest of the community that information be shared to increase efficiency, public response, and service and to effectively plan for the future needs of the community; and

WHEREAS, the LOJIC GIS may be a valuable research and teaching tool, and its use by Licensee will provide benefits to Licensor, Licensee and its students; and

WHEREAS, Licensor, in its role as Project Management Agency, and acting on behalf of the LOJIC member agencies, desires to license the LOJIC GIS, as hereinafter defined, to Licensee, and Licensee desires to accept and receive said license from the Licensor, subject to the terms and conditions of and for the purposes set forth in this License Agreement; and

WHEREAS, both Licensee and Licensor are authorized under the Constitution and laws of Kentucky to enter into this Agreement for the purposes set forth herein;

NOW, THEREFORE, in consideration of the premises hereinafter contained and intending to be legally bound thereto, the parties hereby agree as follows:

The following terms will have meanings indicated below unless the context clearly requires otherwise:

"Agreement" means this License Agreement, including the Exhibits attached hereto, as the same may be supplemented or amended from time to time in accordance with the terms hereof.

"Commencement Date" means the date when the term of this Agreement begins and Licensee's and Licensor's duties to perform their obligations hereunder commence.

"LOJIC GIS" means the geographic information system developed by the Louisville/

Jefferson County Information Consortium which includes but is not limited to the computer equipment and peripheral devices, computer software, digital databases and supporting information, and telecommunications.

"License Term" means the Original Term or any Renewal Term provided for in this Agreement under Article 4.

"Licensee" means the University of Louisville, Louisville, Kentucky 40292, and includes the following authorized affiliates or departments who are bound to the terms of this Agreement:

a. University of Louisville Research Foundation, Inc.

Licensee may request additional affiliated corporations or subsidiaries be included by written notice to Licensor, whose permission shall not unreasonably be withheld.

"Licensor" means (i) the Louisville and Jefferson County Metropolitan Sewer District (MSD); (ii) any surviving, resulting or transferee association; and (iii) assignee(s) of Licensor to which rights under this agreement are assigned.

"Initial Term" means the period from the Commencement Date until the end of the fiscal year of Licensor in effect at the Commencement Date.

"Renewal Term" means the continuation of this license agreement for a two-year period subsequent to completion of the Initial Term.

"Authorized Research" means academic research activities undertaken by Licensee’s employees, students or contractors for governmental agencies or other non-profit local community services that do not have commercial purposes.

"Funded Research" means research or other projects in which Licensee’s employees, students or contractors receives funding from outside sources.

"Student Interns" means unpaid students who receive course credit for work experience at a LOJIC user site.

"Cooperative Education Student" means paid students employed on a temporary basis who receive course credit for work experience at a LOJIC user site.

Licensee represents, covenants and warrants, for the benefit of Licensor and its

assignees, as follows:

1. Licensee will do or cause to be done all things necessary to preserve and keep in full force and effect its duties under this Agreement.
2. Licensee is duly authorized to execute and deliver this Agreement under the terms and provisions of the resolutions of its governing body, and further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order to ensure the enforceability of this Agreement, and Licensee has complied with public procurement requirements, if any are necessary, to render this Agreement enforceable.
3. The Licensee agrees to recognize and honor in perpetuity the licensing agreements, copyrights and other proprietary claims for software, databases, collateral information, and products established or produced by Licensor or the vendors furnishing said items to the LOJIC GIS. Licensor shall provide to Licensee copies of all current and future relevant licensing agreements in the possession of Licensor.
4. During the period this Agreement is in force, Licensee will, on a semester basis (i.e. fall, spring and summer) provide Licensor, in a format mutually agreed upon, a report describing the LOJIC GIS data used for that semester, including the types of products and services produced using the LOJIC GIS

Section 3.01. License of LOJIC GIS. Licensor hereby grants Licensee a nonexclusive license to utilize, for the limited purposes and on the conditions stated herein, the LOJIC GIS, for the Initial Term and for such other Renewal Terms over which this Agreement may be renewed. Title to the LOJIC GIS remains with the Licensor and the LOJIC member agencies, and the LOJIC GIS is the proprietary property of Licensor and the LOJIC member agencies. Licensee will not make or permit third parties clearly outside the scope of this agreement to make copies of or reproduce any part of the LOJIC GIS without the prior written consent of the Licensor. Licensee hereby accepts and receives said license for the purposes and on the terms and conditions herein contained.

Section 3.02. Rights of Licensee Licensee shall have free and open use of LOJIC GIS databases under the terms and conditions of this Agreement for the purposes of instruction, authorized research, funded research and other mutually agreed upon contractual work. Licensor will provide the Licensee a single direct FTP connection to the LOJIC GIS, for use only by the Licensee’s Manager of the Center for GIS, for the sole purpose of downloading, retrieving or otherwise copying LOJIC databases to Licensee’s data server at times agreeable to the LOJIC GIS Network/System Coordinator.

Section 3.03. Limitations of Licensee Licensee may utilize the LOJIC GIS database at Licensee’s site for instructional purposes, provided that Licensee has all required software licenses and instructional authorization to do so, principles of spatial analysis and basic research utilizing a Geographic Information System (GIS) or any other applicable system. Students may only utilize the LOJIC GIS database at Licensee’s site to perform research for classroom assignments and academic seminars. The LOJIC GIS database may also be used by Licensee for its own internal applications.

The LOJIC GIS may be used by Licensee for Authorized Research, however, the LOJIC GIS may not be used by License for Funded Research without the prior written permission of Licensor. Written consent shall not be unreasonably withheld; however, Licensor shall determine what constitutes Funded Research within the context of "commercial purpose" as defined in KRS Chapter 61 and within the context of the impact on the system. Licensor will require consideration for any use of the LOJIC GIS in Funded Research. The rates and fees for such use shall be the Licensor’s standard rates then in effect or as may be established if a rate or fee does not exist at that time. Any use of the LOJIC GIS in Funded Research without the express prior written consent of Licensor and subsequent payment of any additional consideration is a material breach of this Agreement.

Licensee’s Manager for the Center for GIS will replicate portions of LOJIC GIS data on its own database server or network for ease of use or manipulation in conjuction with workstation based GIS, statistical, or other software; however, any such replication shall be erased or deleted upon completion of the activities surrounding such use. For all replicated data, Licensee shall adhere to and enforce all limitations and procedures of this Agreement as may be extended to apply to such data, or as may be reasonably set forth by Licensor as conditions for granting permission for such usage. Licensee will credit Licensor on all map products and issue the standard copyright clause on all maps, graphic displays, reports and other products derived from Licensee’s use of the LOJIC GIS database.

Licensee shall utilize LOJIC GIS data only on the Licensee’s hardware using licensee’s GIS software. Licensee shall be granted LOJIC GIS data retrieval (READ/COPY) access only. Licensee agrees (1) to require all individuals granted access to use LOJIC GIS data on Licensee’s system to sign a usage agreement outlining restrictions regarding LOJIC GIS data on Licensee’s system and acknowledging their liability for any unauthorized use, (2) to provide appropriate supervision of those individuals, (3) to cooperate with Licensor in attempting to prevent unauthorized use, and (4) to remove access of any individuals of whom Licensee is aware is using LOJIC GIS data improperly.

Section 3.04. Considerations Provided by Licensee As consideration for this License Agreement, and in lieu of monetary payments other than as specifically defined elsewhere in this Agreement, Licensee will provide technical assistance to Licensor in an amount not to exceed 500 hours over the course of each academic year, through staff and student resources of the Center for GIS, for training classes and in support of Licensor’s various data collection, conversion, spatial analysis and cartographic projects. Licensee’s Manager for the Center for GIS and Licensor’s GIS Coordinator will jointly develop appropriate and mutually acceptable scope of work, specifications, procedures, resource estimates and schedules for projects involving the resources of the Center for GIS. In the event that more than 500 hours of technical assistance are required by Licensor in a one year time period, and, providing Licensee has the resources to provide additional technical assistance, said hours exceeding 500 may be credited toward the next academic school year or, Licensor may also negotiate a "fee for services" agreement with Licensee.

Upon Licensor’s request, Licensee will conduct one (1) five-day Introduction to Arc/Info class during the Initial Term and up to two (2) five-day Introduction to Arc/Info classes for each subsequent Renewal Term, for Licensor and other LOJIC participant staff. Licensor will advise Licensee’s Manager of the Center for GIS of the desired classes at the beginning of the Initial and Renewal Terms. These classes will have a maximum class size of ten (10) attendees, will be conducted at either Licensee’s or Licensor’s training facilities by a qualified trainer to be provided by Licensee, and will be scheduled at times mutually agreeable to Licensee and Licensor. These classes will be provided by Licensee at no cost to Licensor, except that attendees will be required to purchase all necessary training materials and manuals at their current cost. Each Introduction to Arc/Info class conducted by Licensee will account for 50 hours, including class preparation and actual instruction, of Licensee’s committment to provide up to 500 hours of technical assistance to Licensor over the course of each academic year.

Licensor and Licensee shall cooperate in the placement of Student Interns and Cooperative Education Students at the operational GIS facilities of Licensor or that of another LOJIC participant, for their mutual benefit. Licensor agrees to comply with the academic guidelines of Licensee’s intern program and complete any required evaluations. While Student Interns work at such GIS facilities, they are expected to be under the Licensor’s direction and control, they are expected to adhere to the regulations, requirements and policies of the Licensor, and they may be required to execute appropriate documents for such compliance. Licensor may limit intern participation if warranted by security, resource limitation, or other limitations; however, Licensor agrees that intern selection will not discriminate because of age, color, sex, national origin, race, religion, or disability of an otherwise qualified individual.

Section 3.05. Communications Facilities. Licensor shall establish a login account for FTP access for Licensee’s Manager of the Center for GIS. Licensor will provide initial support and training to Licensee’s Manager of the Center for GIS in developing security standards for LOJIC GIS database on licensee’s site. Licensee is responsible for installation and maintenance of such communications facilities as may be reasonably necessary to permit Licensee to have access to the LOJIC GIS as defined by this Agreement. Licensee shall be responsible for procurement and installation of any and all equipment and facilities from the LOJIC GIS to a mutually agreeable access point in Licensee's communications network. Licensee is responsible for installation and maintenance of any communications facilities in Licensee’s communications network to the GIS Laboratory or other of Licensee’s locations. Licensee agrees to maintain its communications facilities such that Licensor is provided with protection from unauthorized access at least equivalent to that which Licensee provides for its own use.

Both parties agree to use their best efforts to correct any security problems identified by the one party, which are under the other party’s control. Licensor has the right to take whatever steps necessary to protect the security of its system, including closing accounts. Licensor agrees it will not take any action which will affect Licensee’s system without permission of Licensee. Licensee agrees to provide reasonable technical communication network assistance and consultation related to the implementation and maintenance of the communications facilities and network needed to provide the services in relation to the LOJIC GIS facilities, at no cost to Licensor, at Licensor's request.

Section 3.06. Third Party Interactions. Both parties agree that this Agreement is not intended to impede interactions that each currently has or may have in the future with third parties such as with other local, state or federal agencies. Both parties agree to encourage the use of the LOJIC GIS, when possible and where appropriate, in the development and completion of work for local, state, or federal agencies.

Section 3.07. Use of GIS Laboratory and Facilities. Licensee agrees to work with Licensor in the joint sponsorship of conferences, seminars, workshops, meetings, training sessions and any other mutually beneficial activities, and to make available Licensee’s GIS laboratory and other facilities as may be needed to accomodate such activities. Licensee agrees to make the GIS laboratory available to Licensor and the other LOJIC participants during periods of community emergency at such times as the primary LOJIC GIS offices, facilities and systems become damaged or inoperative as a result of said emergency. Licensor’s access to and use of the GIS Laboratory for special events, training or emergency useage will be based on reasonable limitations and coordinated with Licensee’s normal scheduled use of such facilities.

Section 3.08. Additional Users. Licensee’s Center for GIS under the Department of Geography and Geosciences shall be Licensee’s sole contact for acess to the LOJIC GIS. All other departmental or university requests for services, data, or training will be forwarded by Licensor to the Manager of the Center for GIS.

Section 4.01. License Term. The initial term of this Agreement shall be from the first calendar day of the month subsequent to the execution date of this Agreement and shall be valid for the period through the end of Licensee’s current fiscal year. At the end of this initial term, a review of the agreement will be performed by Licensor and Licensee. Licensee will then have the option of renewing this Agreement for a period of two of Licensee’s consecutive fiscal years, unless terminated as provided in Section 4.02. Unless otherwise amended in writing, the terms and conditions during subsequent renewal terms shall be the same as the terms and conditions during the previous term.

Section 4.02. Termination of Agreement. This Agreement will terminate upon the earliest of any of the following events:

1. Failure by either Licensee or Licensor to observe and perform any covenant, condition or agreement on its part, which constitutes an event of default under the terms and conditions of this Agreement, to be observed or performed, for a period of sixty (60) days after written notice, specifying such failure and requesting that it be remedied as given. The parties shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the other party will not unreasonably withhold its consent to an extension of such time if corrective action is instituted within the applicable period and diligently pursued until the default is corrected.
2. For reason of convenience by either Licensee or Licensor at the expiration of the Initial Term or any subsequent Renewal Term, upon written notice, delivered no less than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, of either party’s intention not to renew this agreement.

If by reason of force majeure, either party is unable in whole or in part to carry out its agreement on its part herein contained, neither party shall be deemed in default during the continuance of such inability. The term "force majeure" as used herein shall mean the following: acts of God, strikes, lockouts, or other industrial disturbances; acts of public enemies, orders or restraints of any kind of the government of the United States of America or the Commonwealth of Kentucky or any of their departments, agencies, or officials, or any civil or military authority; insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; or explosions.

Whenever any event of default shall have happened and be continuing, the party not in default shall have the right to pursue whatever action at law or in equity to which it may be entitled to enforce its rights under this Agreement.

Section 4.03. Results of Termination. Upon termination of this Agreement by either party and for any reason, all licenses granted hereunder shall immediately terminate and Licensee will cease all use of the LOJIC GIS data, destroy or return all copies of LOJIC GIS data, including backup or archival copies, within seven (7) working days. Licensee shall provide written certification of its compliance with the obligations set forth in this section.

Section 4.04. No Remedy Exclusive. No remedy herein conferred upon or reserved to Licensor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

Section 5.01. Inspections and Nondisclosure. Licensor or its agents expressly reserve the right at all reasonable times to enter into and upon the property of Licensee for the purpose of inspecting any computer equipment, software, databases, and any other products and materials associated with and connected to the LOJIC GIS; provided, however, that said physical inspection on Licensee’s site shall be in the presence of Licensee’s Manager of the Center for GIS. Further, the Licensor or its agents utilizing Licensor’s facilities shall have the right to inspect at all reasonable times the integrity of any LOJIC GIS software and database utilized by Licensee without the presence of Licensee’s employee or authorized agent.

Section 5.02. Nondisclosure by Licensor. In the course of inspections authorized in Section 5.01 or as otherwise within the scope of this Agreement, Licensor understands that Licensor may be supplied with or have access to confidential or proprietary information of Licensee. Licensor agrees to take reasonable precautions to maintain the confidentiality of such information and employ at least those precautions which Licensor employs to protect its own proprietary or confidential information. Licensor agrees that it shall not release information obtained within the scope of this Agreement to any third party without the prior written permission of the Licensee. In the event of any loss or unauthorized disclosure for which Licensor has knowledge, Licensor will exercise its best effort to stop such loss or disclosure and shall cooperate fully with Licensee in stopping such loss or disclosure. This obligation shall remain binding upon Licensor even after termination of this Agreement. Notwithstanding, it is understood that Licensor is not obligated to preserve the confidentiality or unauthorized disclosure of any confidential or proprietary information of the Licensee which:

a) was previously known to Licensor free of any obligation to keep it confidential; or

b) is or becomes publicly available by other than unauthorized disclosure; or

c) is disclosed without restriction to third parties by Licensee; or

d) is received from a third party whose disclosure does not violate any confidentiality or

nondisclosure obligation.

Section 6.01. Title to Licensed Material. During and after the term of this Agreement, title to all components of LOJIC GIS licensed to Licensee and any and all additions, repairs, replacements, or modifications made to such by Licensor shall remain with Licensor, subject to Licensee rights under this Agreement. In the event of default as set forth in Section 4.02, Licensee will forthwith execute a document cancelling this Agreement and surrendering all rights which Licensee has hereunder in accordance with Section 4.03.

Section 6.02. Title, Warranty and Indemnification. Licensor warrants that it has title to or licensing agreements with vendors for all components of LOJIC GIS and any and all additions, repairs, replacements or modifications made available to Licensee in the course of this Agreement. If claims of infringement of copyright, trademark, patent, or trade secrets are made as a result of the use of LOJIC GIS or the data licensed to Licensee under the terms of this Agreement, Licensor shall, after notice of such claims, defend Licensee against claims and for that purpose shall have the right to invoke any and all warranties and indemnification extended to it by other vendors or may elect to defend in its own name. Licensee shall give prompt written notice to Licensor of any such claim and cooperate fully with Licensor in the defense of such claims. In defending against such claim, Licensor may (i) contest; (ii) settle; (iii) procure for Licensee the right to continue using the Licensed Product(s); or (iv) modify or replace the Licensed Product(s) as long as the modification or replacement does not materially change the operational characteristics and the functions and performance of the Licensed Product(s) remain the same following the modification or replacement. If Licensor concludes that none of the above options is reasonable after consultation with Licensee, then the license granted hereunder will terminate. Licensor, however, shall have no obligation of defense with respect to claims of infringement arising from Licensee’s unauthorized, improper or unauthorized use of the LOJIC GIS or the data referenced above; i.e. modifications to the Licensed Product(s) made by Licensee or the use of the Licensed Product(s) in combination with other hardware or software not specified by Licensor. The provisions of this warranty and indemnification are not limited by Section 9.03 of this Agreement. The provisions of this paragraph shall survive the termination of this Agreement.

Section 7.01. Maintenance of LOJIC GIS. Licensor and Licensee agree that at all times during the License Term, Licensor will maintain, preserve, and keep the LOJIC GIS in good repair, working order, and condition, and that Licensor will from time to time make or cause to be made all necessary and proper repairs, replacements, and renewals. Licensee shall maintain, preserve and keep all facilities located at the Center for GIS.

Section 7.02. Taxes, Other Governmental Charges, and Utilities Charges. The parties to this Agreement contemplate that the LOJIC GIS will be exempt from all taxes presently assessed and levied with respect to personal property. In the event that the use of the LOJIC GIS is found to be subject to taxation in any form except for income taxes of Licensor, Licensee will pay during the License term, as the same respectively come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to its rights to use the LOJIC GIS or the Center for GIS as well as utility and other charges incurred in the operation, maintenance, use, and upkeep of the LOJIC GIS from the point of connection to the GIS Laboratory; provided that, with respect to any governmental charges that may lawfully be paid in installments over a period of years, Licensee shall be obligated to pay only such installments as have accrued during the time this Agreement is in effect. It is understood that Licensee is a tax exempt organization. If Licensor is required to pay any sales, use, excise or other governmental taxes (whether federal, state or local) imposed with respect to this Agreement or any License after asserting Licensee’s tax exempt status, such taxes shall be billed to and paid by Licensee. Taxes based on Licensor’s net income or assets shall be the sole responsibility of Licensor.

Section 8.01. Disclaimer of Warranties. LICENSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE LOJIC GIS OR WARRANTY WITH RESPECT THERETO. In no event shall Licensor be liable for any incidental, indirect, special, or consequential damage in connection with or arising out of this Agreement or the existence, furnishing, functioning, or Licensee's use of any item or products or services provided for in this Agreement.

Section 8.02. Use of the LOJIC GIS. Licensee agrees to install, use, operate, or maintain the LOJIC GIS in accordance with the provisions of this Agreement and any associated equipment, software or data licensing agreements. Licensee understands that it is responsible for obtaining any necessary permits or licenses, if any, necessary for the operation of LOJIC GIS not provided by Licensor. Licensee agrees to comply with access privileges to the database and with rules regarding sales of products and services established by Licensor. In addition, Licensee agrees to comply with applicable laws regarding the operation, use, and maintenance of LOJIC GIS components.

Section 9.01. Assignment by Licensor. The rights of Licensor under this Agreement, including the right to receive payments from Licensee hereunder, are freely assignable by Licensor at any time subsequent to execution, without the necessity of obtaining the consent of Licensee; provided, however, that no such assignment(s) shall be effective as to Licensee unless and until Licensee shall have received notice of the assignment(s) disclosing the name and address of the assignee(s). Licensee may, at its option, terminate this Agreement in writing, in accordance with Section 4.02. Upon receipt of notice of assignment, Licensee agrees to reflect in a book entry the assignee designated in such notice of assignment, and to follow with all considerations to the assignee designated in the notice of assignment, notwithstanding any claim, defense, setoff, or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Licensee may from time to time have against Licensor, or the assignee. Licensee agrees to execute all documents, including without limitation, notices of assignment and chattel mortgages or financing statements which may be reasonably requested by Licensor or its assignee to protect their interests in the LOJIC GIS and to rights under this Agreement.

Section 9.02. Assignment by Licensee. The rights of Licensee under this Agreement may not be sold, assigned, transferred, or encumbered by Licensee without the prior written consent of Licensor.

Section 9.03. Releases and Claims. Licensee agrees to not withhold or abate any portion of the payments required pursuant to this Agreement by reason of any defects, malfunctions, breakdowns, or infirmities of the LOJIC GIS.

Licensor acknowledges that Licensee is subject to KRS 44.070, et. al., commonly called the Board of Claims. All other claims from causes of action arising from this Agreement brought by third parties against Licensee shall be determined within the provisions of KRS 44.070, et. al. Licensor agrees that any claims it may have against Licensee will also be pursued under the provisions of KRS 44.070, et. al. The terms of Section 9.03 of this Agreement shall remain in full force and effect notwithstanding the full consideration of all obligations under this Agreement or the termination of this License term for any reason.

Section 10.01. Notices. All notices, certificates, or other communication hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid, to the parties at their respective places of business.

Mailed notices to the Licensor shall be sent to:

Gordon R. Garner

Executive Director

Louisville and Jefferson County Metropolitan Sewer District

700 West Liberty Street

Louisville, KY 40203

Mailed notices to the Licensee shall be sent to:

Mr. Robert W. Forbes

Department of Geography and Geosciences

Room 211 Academic Building

University of Louisville

Louisville, KY 40292

Section 10.02. Binding Effect. Subject to the provisions of Section 9.02, this Agreement shall inure to the benefit of and shall be binding upon Licensor and Licensee and their respective successors and assigns.

Section 10.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 10.04. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner whatsoever except by written instrument signed by the Licensor and the Licensee; nor shall any such amendment that affects the rights of any assignee of Licensor be effective without such assignee's consent.

Section 10.05. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 10.06. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.

Section 10.07. Captions. The captions or headings in this Agreement are for convenience only and no way define, limit, or describe the scope of intent of any provisions or sections of this Agreement.

Section 10.08. Entire Agreement. This Agreement constitutes the entire agreement between Licensor and Licensee regarding the LOJIC GIS. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification, or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations, or warranties, express or implied, not specified herein regarding this Agreement. The terms and conditions of any purchase order or other document submitted by Licensee in connection with this Agreement which conflict with or are inconsistent with the terms and conditions of this Agreement will not be binding on Licensor. Licensee by the signature below of its authorized representative acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions.

IN WITNESS WHEREOF, Licensor has executed this Agreement in its corporate name and attested by its duly authorized officers, and Licensee has caused this Agreement to be executed in its corporate name and attested by its duly authorized officers. All of the above occurred as of the date first above written.

LOUISVILLE AND JEFFERSON COUNTY

METROPOLITAN SEWER DISTRICT

Attest:

By:_________________________ By: __________________________

Title:_______________________ Title: Executive Director

UNIVERSITY OF LOUISVILLE

Attest:

By:_________________________ By:____________________________

Title:________________________ Title: __________________________

This Instrument Reviewed By:

______________________________________

Attorney at Law

700 West Liberty Street

Louisville, Kentucky 40203-1913

Telephone: (502) 540-6258

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