UTAH DEPARTMENT OF HEALTH INTERNET SOFTWARE LICENSE AGREEMENT

I. Definitions

A. Department means the Utah Department of Health.

B. IBIS-PH Application Software means the Indicator-Based Information System for Public Health Internet information system, including the IBIS-Q internet query system, the IBIS-View indicator reporting and visualization system, the IBIS-Admin indicator development application, the IBIS-Maps dynamic mapping system, and any and all system modules, features, software, databases and files.

C. Source Code means the original, uncompiled, computer program code of the IBIS-PH application.

D. Licensee Original Work means any interactive Internet application that is developed by the Licensee that differs in concept, approach and functionality from the IBIS-PH application, and that is neither an Update or Modification as defined herein, nor a Derivative Work as defined by the U.S. Copyright Act.

E. Modification means a change to the product being granted to the Licensee which is made by or for the Licensee, whether or not implemented or expressed in any other medium by the Licensee. Licensee shall share modifications and updates with the Department.

F. Update means any change to the product being granted to the Licensee that is made and issued by the Department and which reflects new product knowledge or improves product efficiency.

II. Permissions

A. Subject Matter
The Department agrees to grant the Licensee a nonexclusive license for the following: The IBIS-PH Application Software and its Source Code and subsequent updates to that code, and any pertinent electronic files (e.g., database tables and structures, documentation files, html or xml files) that may be of use in operating, configuring, and maintaining the IBIS-PH system.

B. Duration
The duration of the license is perpetual, unless terminated or extended by Agreement in accordance with the terms and conditions of this Agreement.

C. Scope
The Licensee may use IBIS-PH to release its information and may modify the system according to the Licensee’s needs. The Licensee shall share modifications and updates with the Department.

D. Redistribution
The Licensee may redistribute the IBIS-PH application to any not-for-profit organization. The Licensee shall notify the Department about any redistribution and shall not make any profit from the redistribution. The Department requires that the Licensee and the third party sign a redistribution agreement consistent with the terms and conditions of this Agreement. The Licensee shall give the Department a copy of the redistribution agreement.

The Licensee may not redistribute any part of the Source Code of the IBIS-PH application.

III. Ownership

The Department certifies that it owns the IBIS-PH Application Software. The Licensee hereby acknowledges that the Department retains all rights, title and interest in and to all IBIS-PH Application Software and all Updates thereof, and that the Licensee shall have no rights or interests therein except as described in this Agreement.

Licensee may modify, create derivative works from, and enhance the Licensed Materials as necessary to meet the specific policy needs and program requirements within its state. Licensee shall notify the Department of all such modifications, derivative works and enhancements upon release of said modifications. Upon the Department's request, Licensee shall grant the Department a perpetual, royalty-free, limited non-exclusive, License to use and modify the modifications, enhancements or derivative works made by Licensee, and shall provide the Department with essential written documentation and code, with no payment therefore to Licensee from the Department.

Modifications and enhancements made to, and derivative works created from, the Software by the Licensee or on its behalf by its authorized contractor or designated entity shall be the exclusive property of the Licensee, and the Department shall have no right, title, claim or interest in such modifications and derivative works except as described in this Agreement. The Department acknowledges that it has no right, title or interest in any of the Licensee's Original Work.

IV. Copyright

The term “grantee” refers to the Utah Department of Health and "licensee" to any other state, territory, tribe, or municipality interested in adopting or that has adopted the IBIS-PH application.

U.S. Department of Health and Human Services Policy for Rights to Works Funded by Grants (HHS Policy): The Department of Health and Human Services (HHS) shall have a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use, any copyrightable material (e.g. audiovisuals, software, publications, curricula and training materials, etc.) developed under the A.I. Grant (by the grantee or contractor) and may authorize others to use the work, for purposes which further the objectives of HHS programs. All contractors or other arrangements entered into by the grantee for the purpose of developing or procuring such material shall specifically reference and reserve the rights of HHS with respect to the material.

Any Modifications or Derivative Works that do not qualify as Licensee Original Work are also subject to the rights of the HHS disclosed in the HHS Policy, above.

The Licensee shall place the Department’s copyrights and names upon the Licensee’s home page along with the Licensee’s copyright information. This shall apply to any redistributed system, consistent with the HHS policy. The Licensee may provide a link from their homepage to an acknowledgments page that clarifies the copyright to the IBIS-PH Software Application, provides a disclaimer with respect to the accuracy and completeness of the data on the website, and provides permission for reproduction of the internet report pages produced by the system.

V. Collaboration

The Department agrees to acknowledge the Licensee’s contributions to the Updates, Modifications, and Derivative Works of IBIS-PH and its related applications if the Licensee participates in the Updates, Modifications, and Derivative Works.

VI. Indemnification

Except for third-party claims relating to intellectual property infringement by the Department, the Licensee agrees to indemnify, defend and hold harmless the Department, its officers, agents, volunteers, and employees from and against any and all losses, damages, injuries, liabilities, suits and proceedings arising out of the Licensee’s or its officers’, agents’, volunteers’, or employees’ use or inability to use the IBIS-PH application. This clause shall survive termination of this Agreement.

VII. Disclaimer of Warranty

The IBIS-PH application is provided on an as-is basis without warranty of any kind. This clause shall survive termination of this Agreement.

VIII. No Liability for Consequential Damages

In no event, except for third-party claims relating to intellectual property infringement by the Department, shall the Department be liable for any damages whatsoever arising out of the use of or inability to use the IBIS-PH applications. This limitation of liability also applies to any updates, modifications, derivative works, and original works produced by the Licensee. This clause shall survive termination of this Agreement.

IX. Waiver

The waiver by either party of any provision, term, covenant or condition of this Agreement shall not be deemed to be a waiver of any other provision, term, covenant or condition of this agreement nor any subsequent breach of the same or any other provision, term, covenant or condition of this Agreement.

X. Separability

The declaration by any court, or any other binding legal source, that any provision of this Agreement is illegal and void shall not affect the legality and enforceability of any other provision of this Agreement.

XI. Modification/Renewal

This Agreement may only be modified in a written instrument that is signed by both parties. This Agreement may be renewed by means of a written amendment signed by the parties. In the event no such amendment is executed, this Agreement shall terminate upon the last agreed termination date.

XII. Termination

This Agreement may be terminated with cause, by either party, in advance of the specified termination date, upon written notice being given to the other party. Cause for termination means a violation of this Agreement. This Agreement may be terminated by the Department without cause, upon thirty (30) days written notice.

XIII. Entire Agreement

This Agreement constitutes the complete and exclusive agreement between the parties and supersedes all prior agreements or understandings between the parties.