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LICENSE
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MEMORANDUM OF AGREEMENT TO TRANSFER SOFTWARE
Between
Tyler Technologies
And
State of Utah,
Utah Department of Government Operations Division of Technology Services
This Memorandum provides the terms by which the state of Utah Department of Government Operations
Division of Technology Services (hereafter referred to as “Licensor” or “State”) transfers to Tyler
Technologies and, by extension, any person or entity working on an official Utah State Website
(hereafter referred to as “Licensee”) certain software known as the state of Utah Design System.
This Memorandum also governs the Licensee's right to use the software.
THEREFORE, intending to be legally bound, the Licensor and Licensee (hereinafter referred to as the
“Parties”) hereby agree as follows:
1. Entire Agreement / Consideration. This Memorandum, with its attachments, constitutes the entire
agreement between the parties regarding the subject matter hereof and supersedes any other written
or oral understanding of the parties. This Memorandum may not be modified except by written
instrument executed by all parties. The Parties acknowledge and agree that this Memorandum shall not
fail for want of consideration.
2. Ownership Authority. Legal Authority regarding software ownership and proprietary software may be
found in Title 17 U.S.C. - Copyrights.
3. Software Identified. The software subject to this agreement is the state of Utah Design System;
specifically, all releases present and future. Licensor will provide a copy of the Software source
code and source framework as well as related technical and user documents required to operate the
Software. Software may also use certain commercial software; transfer of any or all of the
Licensor's code will not include commercial software and the Licensee must make its own decision of
what software to buy and incorporate when adopting all or any part of the Software. Licensor will
provide documentation indicating which commercial products were used in Software but were not
transferred by Licensor.
4. Costs and Services. Since the Licensor has developed software entirely for its own use and the
right to use the software by the Licensee is strictly “as is,” Licensor will not be held liable for
any incidental or consequential damages under any circumstances. Costs associated with development,
copying or transferring Software code to the Licensee will not be recovered from the Licensee.
Licensor will provide no additional services such as installation, training, or maintenance.
License Grant. Subject to the terms of this Agreement and Attachment A, Conditions Upon
Distribution, the Licensor hereby grants to Licensee a non-exclusive, transferable, perpetual,
irrevocable, worldwide, royalty-free license to deal with the Software without restriction,
including without limitation the rights to install, implement, use, configure, display, enhance,
reproduce, modify, merge, publish, distribute, and sublicense, and create derivative works of the
Software, to meet the governmental needs and requirements of Licensee.
5. Liability and Immunity. The Licensee acknowledges it relies on its own judgment and expertise in
selecting, accepting, and using Software. Licensor does not warrant Software's fitness for any
particular purpose, nor does Licensor make any other express or implied warranty with respect to
Software. Licensee hereby waives any and all claims it may have against Licensor now or in the
future arising from Software.
IN NO EVENT SHALL THE STATE OF UTAH BE LIABLE FOR ANY DAMAGES TO INCLUDE BUT NOT LIMITED TO LOST
PROFITS, LOST SAVINGS OR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE
USE OR INABILITY TO USE THE PRODUCT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOURCE
CODING IS TRANSFERRED “AS IS,” AND THE STATE OF UTAH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.
Notwithstanding the foregoing or any other provision of this Memorandum, the Licensor certifies and
warrants that it has rights adequate to make the license grant memorialized herein.
Each Party is solely responsible for fiscal or other sanctions occasioned as a result of its own
violation or alleged violation of requirements applicable to the performance of the Memorandum. Each
Party is liable for its action in accordance with this Memorandum and federal and state law, as
applicable, including law of sovereign and governmental immunity. No term or terms of this
Memorandum may be construed as an express or implied waiver of sovereign or governmental immunity.
Each Party to this Memorandum fully retains all immunities and defenses provided by law with respect
to any action based on or occurring as a result of this Memorandum.
Licensee shall hold harmless and fully indemnify DTS and the state of Utah, and their officers and
employees, for any issues, claims, losses, damages, and costs relating to the implementation and use
of the code by Licensee and its transferees. It is understood that the application was built for the
state of Utah's specific needs and neither DTS nor the state of Utah will have any obligation to
Licensee to modify, update, or implement the code.
6. Records. The Parties acknowledge their respective obligations under their jurisdictions' freedom
of information statutes. When either Party receives a request or demand for information related to
this Memorandum, the receiving Party shall inform the other Party of the request via the contacts
established under this Memorandum. Notwithstanding this provision, the instant Memorandum document
is a public document and the Parties need not make notification to one another as to a request for
it.
The state of Utah is a governmental entity subject to the Government Records Access and Management
Act, Utah Code §§ 63G-2-101 et seq. (“GRAMA”). Accordingly, certain records within possession or
control, including without limitation, this Memorandum, may be subject to public disclosure; and
both parties' confidentiality obligations shall be subject in all respects to compliance with GRAMA.
Pursuant to section 63G-2-309 of GRAMA, any confidential information provided to either party should
be protected from disclosure, must be accompanied by a written claim of confidentiality and a
concise statement of reasons supporting such a claim.
7. Counterparts. This Memorandum may be executed in two or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same instrument.
8. Titles and Captions. All section or subsection titles or captions herein are for convenience
only. Such titles and captions shall not be deemed part of the Agreement and shall in no way define,
limit, augments, extend, or describe the scope, content or intent of any part or parts hereof.
9. Compliance with Laws. In performance of the Agreement, both parties shall comply with all
applicable federal, state, and local laws, codes, regulations, rules and orders.
10. Relationship of Parties. In assuming and performing the obligations of this Agreement, each
Party is acting as independent parties and neither shall be considered or represent itself as a
joint venturer, partner, agent or employee of the other. Neither party shall use the name or any
trademark of the other party in any advertising, sales promotion or other publicity matter without
the prior written approval of the other party.
11. Uncontrollable Forces. No party shall be considered to be in default of this Agreement if delays
in or failure of performance shall be due to uncontrollable forces the effect of which, by the
exercise of reasonable diligence, the nonperforming party could not avoid. The term “uncontrollable
forces” shall mean any event that results in the prevention or delay of performance by a party of
its obligations under this Agreement and which is beyond the control of the nonperforming party. It
includes, but is not limited to, fire, flood, earthquakes, storms, lightning, epidemic, war, riot,
civil disturbance, sabotage, inability to procure permits, licenses, or authorizations from any
state, local, or federal agency or person for any of the supplies, materials, accesses, or services
required to be provided by either party under this Agreement, strikes, work slowdowns or other labor
disturbances, and judicial restraint.
12. Nonwaiver. A waiver by any party of any breach of this Memorandum shall not be binding upon the
waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver
shall not affect the waiving party's rights with respect to any other or further breach.
13. Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising out
of or relating to this Memorandum promptly by negotiations between representatives who have
authority to settle the controversy. The Parties intend that all disputes arising under this
Memorandum be resolved expeditiously.
Notwithstanding the foregoing, a Party may be relieved of its obligation to participate in the
dispute resolution process if such Party (i) believes that the other Party's acts or omissions
create an immediate threat to the confidentiality, privacy or security of data or will cause
irreparable harm to the Party or any third party, and (ii) pursues immediate relief against such
other Party in a court of competent jurisdiction.
-------------------------------------------------------------------------------------------------------
The Parties having read and understood the terms of the Memorandum, and do by their respective
signatures agree to its terms.
The following persons are authorized to bind the irrespective agencies and to approve the terms of this
Memorandum.
Tyler Technologies
06/20/2023
Tina Mize, Group General Counsel
Utah Department of Government Operations Division of Technology Services
06/21/2023
Dan Frei, Finance Director
-------------------------------------------------------------------------------------------------------
Attachment A Conditions Upon Redistribution
1. Permission is hereby granted, free of charge, to any person or organization obtaining a copy of
this software and associated documentation files (the “Software”), to deal with the Software without
restriction, including without limitation the rights to use, copy modify, merge, publish,
distribute, and sublicense copies of the Software to permit persons to whom the Software is
furnished to do so, subject to the following conditions:
Redistribution and use in source and binary forms, with or without modification, are permitted
provided that the following conditions are met:
● Redistributions of source code must retain the following copyright notice, this list of conditions
and the following disclaimer.
● Redistributions in binary form must reproduce the following copyright notice, this list of
conditions and the following disclaimer in the documentation and/or other materials provided
with the distribution:
● Neither the name of the state of Utah nor the names of its contributors may be used to endorse or
promote products derived from this software without specific prior written permission.
● No additional services, such as installation, training, or maintenance will be provided by the
state of Utah unless otherwise agreed to in writing.
● Redistribution is limited to government entities and non-profits.
2. Copyright notice to be included in redistributions:
Copyright © 2023 – Utah Department of Government Operations Division of Technology Services software
known as state of Utah Design System. All rights reserved.
3. Disclaimer to be included in redistributions:
THIS SOFTWARE IS FREE OF CHARGE AND IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS"
AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE STATE OF
UTAH OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE)
ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE.
EXPORT LAWS: THIS LICENSE ADDS NO RESTRICTIONS TO THE EXPORT LAWS OF YOUR JURISDICTION. It is
Licensee's responsibility to comply with any export regulations applicable in Licensee's
jurisdiction. Under CURRENT (9/1/2015) U.S. export regulations this software is eligible for export
from the U.S. and can be downloaded by or otherwise exported or re-exported worldwide EXCEPT to U.S.
embargoed destinations which include Cuba, Iraq, Libya, North Korea, Iran, Syria, Sudan, Afghanistan
and any other country to which the U.S. has embargoed goods and services.
4. A critical component of the Utah Design System that will help build trust with visitors is the
“Utah: An official website” or “Utah: An official state website” identification text and graphical
element that will appear in the header and footer of all official state of Utah sites. A site
displaying this mark must be an official website for the state of Utah. No portion of this mark may
be used on non-official websites, communications, or applications.