THIS LICENSE AGREEMENT ("Agreement") is made this \_\_\_day of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2001, by and between the City of
Philadelphia, through its \_\_\_\_ Department ("City" or "Licensor"),
and the Catholgraphi Modeling Laboratory ("Licensee"), a \[nonprofit, if
applicable\] corporation having a principal place of business at
\_\_\_\_\_\_\_.

1.  *[Definitions]{.underline}*. In this License, the following are
    defined terms:

"Data" means digital databases or data coverages that contain references
to locations on the Earth's surface and data in traditional tabular
format.

"End User" means any third party municipal agency or department,
nonprofit organization, community group, or academic institution that is
granted the right to use any of the Products under the terms and
conditions of this License Agreement. End Users shall not include any
for-profit and/or commercial entity.

"Licensed Product" means all software ("Software"), data ("Data"),
documentation and related material, as listed below, that is furnished
by City to Licensee.

"\_\_\_\_ Information System" means the information system created by
Licensee that consists of: \[insert description of the System\]. The
definition and description of the functionality and database coverages
of the \_\_ Information System is attached hereto as Exhibit C, and made
a part hereof by reference.

2.  *[License Grant]{.underline}*. City hereby grants to Licensee a
    personal, nonexclusive, nontransferable license to use the Licensed
    Product for the sole, limited purpose of inhouse development by
    Licensee of the \_\_\_\_ Information System. City also hereby grants
    to Licensee a personal, perpetual, nonexclusive, nontransferable,
    royalty-free license to include any portion of the Licensed Product,
    solely in read-only format, in the \_\_\_\_ Information System in
    order to provide Geographic Services on the Internet to End Users,
    provided that Licensee strictly complies with all provisions of this
    License Agreement. Licensee acknowledges and agrees that the
    Licensed Product is proprietary to City and contains valuable
    proprietary information. Licensee further acknowledges and agrees
    that City is the owner of the Licensed Product and all right, title
    and interest (including, without limitation, all copyright and
    trademark rights) in and to the Licensed Product, including without
    limitation, all trademarks, trade names, images, designs, names,
    marks, and symbols which have come to be associated with the
    Licensed Product.

3.  \(a\) *[Conditions of Use]{.underline}.*

Licensee's use of such proprietary information and Licensee's
distribution of the Geographic Services to End Users via the \_\_\_\_
INFORMATION SYSTEM on the Internet shall be subject to the following
restrictions and conditions:

(i) The \_\_\_\_ Information System shall be provided to End Users via
    telecommunications connection to the Internet by means of a World
    Wide Web site controlled by Licensee, and Licensee shall protect and
    secure the Web site by maintaining a secure shell environment and/or
    any other security protocol(s) approved by City. End Users shall not
    have any access whatsoever to the \_\_\_\_ Information System unless
    and until the Chief Technical Manager (or his/her designee) at the
    Mayor's Office of Information Services (MOIS) furnishes Licensee
    with approval of all security measures and protocols instituted for
    the \_\_\_\_ Information System. Any change in functionality or data
    in the \_\_\_\_ Information System must be approved in writing by
    \_\_\_ \[insert name of Responsible Official or Department\].

(ii) Licensee shall install security measures to ensure that End Users
     only access the \_\_\_\_ Information System via the Internet in
     read-only format and cannot copy, download, store, publish,
     transmit, transfer, sell or otherwise use the Licensed Product, or
     any portion thereof, in any form or by an means, except as
     expressly permitted or prohibited by this License Agreement.

> \(iii\) All End Users and each individual user employed and authorized
> by the End User to access the \_\_\_\_ Information System must be
> approved by \[insert name of Responsible Official or Department\];
> provided, however, that Licensee is not required to obtain \[insert
> name of Responsible Official or Department\] approval for City
> agencies and departments that are End Users. \[Insert name of
> Responsible Official or Department\] shall furnish Licensee with
> written approval of each End User, and the content and form of such
> approval shall be determined solely by \[insert name of Responsible
> Official or Department\]. Prior to granting access to any employee,
> agent, consultant, or independent contractor of Licensee to the
> Licensed Product, Licensee shall furnish to such person(s) a
> Nondisclosure Agreement, in substantially the form of the
> Nondisclosure Agreement attached hereto as Exhibit B, executed by each
> individual employed and authorized by Licensee to access the Licensed
> Product. Licensee shall furnish the \[insert name of Responsible
> Official or Department\] with copies of each End User approval
> document and Nondisclosure Agreement with each employee, agent,
> consultant, or independent contractor of Licensee.

(iv) Licensee shall assign a unique password to each End User to permit
     access and use of the \_\_\_ Information System via the World Wide
     Web. Each password shall expire automatically within sixty (60)
     days from issuance, and Licensee shall assign each End User a new
     password upon expiration of the prior password.

(v) Any geographic data services shall consist of raster graphics images
    derived from the Products ("map images"). In order to minimize data
    transfer time, Licensee is permitted to use the digital mechanisms
    known as Java Applets, Plug-in Mechanisms, Postscript, Amber, or PDF
    (each such mechanism in the version current at the date of this
    License or in a substantially equivalent version, but not in any
    subsequent, substantially nonequivalent version without City's prior
    written approval) to send the coded routines to the End User in
    digital form, subject to the following restrictions: Such digital
    form shall be invisible to the End User; and Licensee shall not
    offer the ability to or enable the End User to access, use or store
    the Licensed Product in any digital form.

\(vi\) Except as expressly permitted above in this Section 3, Licensee
shall not distribute, disclose, or market the Products in any digital
form. Licensee may allow the map images to be panned or zoomed by the
End User.

(vii) The map images may include icons added by Licensee representing
      the location of points, lines and areas of interest. In no event
      shall End Users be technically capable or authorized, enabled or
      permitted to download, access, use, or store the Products in any
      form, except as expressly authorized in this License Agreement.

(viii) Licensee shall include an initial screen that must necessarily
       and unavoidably be viewed by each user that contains the
       following notice in conspicuous type: "Map images, underlying map
       data, and geographic information are owned and licensed by City
       of Philadelphia © City of Philadelphia 2001. All Rights Reserved.
       By accessing this Web site or downloading geographic information,
       you agree to the attached [LICENSE AGREEMENT]{.underline}." Prior
       to obtaining access to the \_\_\_\_ INFORMATION SYSTEM, each End
       User shall be required to click "Yes" or "Accept" to the terms
       and conditions of the [LICENSE AGREEMENT]{.underline} and to
       click "Yes" or "Accept" to a followup question to confirm their
       agreement.

(ix) The words "[LICENSE AGREEMENT]{.underline}" shall be underlined and
     highlighted in a different color or linked with an icon so that
     when clicked upon they serve as a link to the End User Internet
     License attached hereto as Exhibit A.

(x) Each Map Image displayed shall include the following notice
    conspicuously displayed within the Map Image: "Copyright City of
    Philadelphia © City of Philadelphia 2000. Use Subject to
    [License]{.underline}."

> \(b\) *[Prohibited Uses]{.underline}*.

b.  \(i\) Licensee shall not sell, market, or distribute otherwise the
    Licensed Product, in whole or in part, to any unlicensed third party
    for any purposes, including without limitation, research purposes,
    and/or commercial purposes or any form of monetary gain, without
    City's prior written approval.

\(ii\) Licensee shall not sell, rent, lease, sublicense, lend, assign,
time-share or transfer, in whole or in part, or provide unlicensed third
parties access to the Licensed Product or any of Licensee's rights under
this Agreement.

(iii) Licensee shall not sell, market, or distribute otherwise to any
      third parties the Licensed Product or any derivative, component,
      or element of the Licensed Product whatsoever, which may include,
      in whole or in part, the geographic coordinates contained within
      the Licensed Product or any subset of such geographic coordinates
      of the Licensed Product or any translated, rotated, reregistered,
      reprojected, reformatted, or otherwise transformed version of
      these coordinates.

\(iv\) Licensee shall not derive or attempt to derive the source code or
structure of all or any portion of the Licensed Product by reverse
engineering, disassembly, decompilation, or any other means.

4.  *[Licensed Product(s)]{.underline}.* The sole Licensed Product is
    the \_\_\_\_ \[insert type of Data being licensed hereunder\]. Data
    and associated address attributes that are maintained by the \_\_\_
    \[insert name of City Department maintaining such Data\], which
    shall be furnished to Licensee in digital copy upon execution of
    this Agreement. Use of the Licensed Product shall be restricted to
    one server, provided that Licensee may copy the Licensed Product on
    digital media solely for safekeeping or backup purposes.

5.  *[License Term]{.underline}*. The initial term of this Agreement
    shall commence on **\_\_\_\_\_, 2001,** and shall terminate on
    **\_\_\_\_, 2002** ("Initial Term"), or such earlier date as City
    may determine in accordance with Paragraph 6 below (*Termination;
    Events of Default*). In no event shall the Initial Term be longer
    than twelve (12) months. Upon expiration of the Initial Term, City
    shall have the option, in its sole discretion, to amend the
    Agreement to add on an annual basis up to three (3) successive one
    (1)-year terms ("Additional Terms"). The same terms and conditions
    applicable in the Initial Term shall be applicable in the Additional
    Term(s). Each Additional term of the Agreement shall be deemed to
    constitute a separate agreement, whose term shall not exceed one (1)
    year.

6.  *[Termination; Events of Default]{.underline}*.

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(a) *[Termination]{.underline}*.

> \(i\) *[Termination for Convenience]{.underline}*. City shall have the
> right to terminate this Agreement at any time during the term of the
> Agreement, for any reason, including, without limitation, its own
> convenience. If the Agreement is terminated solely for City's
> convenience, City shall issue a written Termination Notice, which
> shall set forth the effective date of the termination.

(ii) *[Termination for Breach]{.underline}*. In the event Licensee
     commits an Event of Default (as defined below in Paragraph 6(b.)),
     the Agreement shall terminate, unless and until City, in its sole
     discretion, notifies Licensee otherwise in writing. In the event
     that Licensee commits an Event of Default, City shall issue a
     written Termination Notice that shall set forth the effective date
     of termination. City shall have the sole discretion to permit
     Licensee to correct the Event of Default within such cure period as
     City may authorize by issuing a written notice to cure.

> \(iii\) *[Responsibility Upon Termination or Expiration of
> Agreement]{.underline}*. Upon termination or expiration of this
> Agreement, Licensee (a) shall return all of the Licensed Product to
> City; (b) shall destroy all electronic and other copies of the
> Licensed Product in the possession and/or under the control of
> Licensee; and shall certify to City, in writing, that it has complied
> with 6.(a)(iii)(a) and (b) above. Upon and after the expiration or
> termination of this Agreement, all rights granted to Licensee
> hereunder shall forthwith revert to City, and Licensee agrees it shall
> refrain from further use of the Licensed Product. Licensee further
> agrees not to sell, disclose, or make available the Licensed Product,
> in whole or in part, to any party or entity subsequent to termination
> or expiration of this Agreement. There shall be no liability, cost, or
> penalty to City for termination of this Agreement.

(b) *[Events of Default]{.underline}.* Each of the following shall be an
    Event of Default under this Agreement:

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(i) Failure by Licensee to comply with any provision of this Agreement,
    including, without limitation, failure to comply with Paragraphs
    3.a. (Conditions of Use) and 3.b. (Prohibited Uses)

(ii) Falseness or inaccuracy of any warranty or representation of
     Licensee contained in this Agreement or in any other document
     submitted to the in connection with the \_\_\_\_ INFORMATION
     SYSTEM.

\(c\) Any breach of this Agreement by Licensee shall be deemed an Event
of Default and shall entitle City to exercise all remedies for default
or breach that are set forth in the Agreement, as well as all other
remedies that may be available to City in law or equity. In addition to,
and not in lieu of, such remedies, in the event of any actual or
threatened breach of any provision of this Agreement, City shall be
entitled to a restraining order, preliminary injunction or any other
appropriate relief so as to specifically enforce the terms of this
Agreement. Licensee agrees that a breach of this Agreement would cause
City injury is not compensable in monetary damages alone, and that the
remedies provided in the foregoing sentence are appropriate and
reasonable.

7\. *[Copyrights]{.underline}*. The Licensed Product is copyrighted by
City and, except as expressly authorized in this Agreement, copying of
the Licensed Product, or any portion thereof, is expressly prohibited.
Licensee shall ensure that each copy of the Products and any portion
thereof shall bear the same trademarks, logos, copyright notices and
proprietary legends, if any, as the Licensed Product that Licensee
received from City, and Licensee shall not remove, alter, or augment
such notice (except to update the notice and to add Licensee's own
copyright notice for any Products which Licensee may be entitled to
create pursuant to any License). Specifically, Licensee shall display
conspicuously City's copyright notice and logo on the display screen, in
the code, on the storage medium, on the packaging and in the marketing
materials for each Product. In each update or revised edition of the
Products, City will correct the "year" indicated in its copyright
notices, and Licensee agrees to add the new year of publication to all
required copyright notices under this Agreement.

8\. *[Ownership]{.underline}.* This Agreement does not constitute a
transfer of any title or interest in the Licensed Product, and City
reserves all rights in the Licensed Product not expressly granted to
Licensee by this Agreement. Any portion of the Licensed Product that is
modified or merged into another computer program by Licensee, or is
combined with other programs or data, shall continue to be subject to
the provisions of this Agreement, and City retains ownership of all such
Licensed Product and all such portions.

9.  *[Confidentiality and Nondisclosure of the Licensed
    Product]{.underline}*.

\(a\) Licensee and its employees, agents, subcontractors, consultants,
and any person or entity acting on its behalf (hereinafter collectively,
"Licensee") (i) will maintain in strict confidentiality all of the
Licensed Product, including all aspects thereof, together with all
materials and knowledge related thereto (the "Confidential Data," as
further defined and set forth in Paragraph 9.b below) furnished to it by
City and or obtained by Licensee by any other means, for any purpose or
at any time; (ii) will not divulge, disclose, communicate, or
distribute, without City's written permission, any of the Confidential
Data to any person or entity that is not employed or retained by
Licensee for the purpose of designing and implementing the \_\_\_\_
Information System; (iii) will not divulge, disclose, communicate, or
distribute, without City's written permission, any of the Confidential
Data to any person or entity employed or retained by Licensee, except as
may be strictly necessary in order to perform the tasks and furnish the
deliverables necessary to implement the \_\_\_\_ Information System; and
(iv) will not use, without City's written permission, in any way, any of
the Confidential Data for Licensee's business or other advantage or gain
(except as may be strictly necessary for Licensee to fulfill its
obligations concerning the \_\_\_\_ Information System), including,
without limitation, any use of the Confidential Data in any presentation
or proposal to City or to others (including, without limitation, the
public) that Licensee may conduct or create as part of its business
activities, in implementing the \_\_\_\_ Information System, or
otherwise.

\(b\) Except as provided otherwise in this Paragraph 9.b, the
Confidential Data shall include all of the City of Philadelphia parcel
coverage data and associated address attributes, whether in electronic
(digital) or other form and regardless of format, that were created,
maintained, owned, or used by the City Planning Commission and/or are in
its possession. The Confidential Data, however, shall not include any
information that:

> \(i\) Was previously known to Licensee, free of any obligation to keep
> it confidential; or
>
> \(ii\) Was in the public domain at the time of the disclosure or falls
> into the public domain other than through breach of this Agreement; or
>
> \(ii\) Is independently developed by Licensee without knowledge of the
> Confidential Data; or
>
> \(iv\) Is disclosed to third parties by City without restriction; or
>
> \(v\) Is lawfully received from a third party whose disclosure would
> not violate any confidentiality or other legal obligation; or

\(vi\) Is required to be disclosed by law or judicial process.

10\. *[Duty to Assist]{.underline}*. Licensee shall notify City
immediately if Licensee learns of any misappropriation of the Products
or use of the Products by anyone in any manner not expressly authorized
by this Agreement or any License. Licensee shall cooperate with any
efforts by City to prevent any misappropriation or misuse of the
Products. In the event of any violation or suspected violation of any
provision of this Paragraph 11, Licensee shall notify City immediately
and, at Licensee's expense, shall assist City in City's enforcement of
Paragraph 11 against any current or former employee, agent, licensee, or
representative of Licensee.

11\. *[Warranties and Disclaimer Thereof; Limitation of
Liability]{.underline}*. The Licensed Product is provided to you on an
"AS IS" and "WITH ALL FAULTS" basis. Licensee acknowledges that it
assumes the entire risk of loss in using the Licensed Product,
including, without limitation, any loss incurred by any End User.
Licensee further acknowledges that the Licensed Product is complex and
may contain some nonconformities, defects, [and]{.underline}/or errors.
City does not warrant that the Licensed Product will meet Licensee's
needs or expectations, that operations of the Licensed Product will be
error free or uninterrupted, or that all nonconformities can or will be
corrected. City assumes no risk, liability, or responsibility for the
accuracy of the Licensed Product.

CITY MAKES AND LICENSEE RECEIVES NO WARRANTY, WHETHER EXPRESS OR
IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. THIS PARAGRAPH 12 IS THE
EXCLUSIVE REMEDY FOR DAMAGES AND IS IN LIEU OF ALL LIABILITIES OR
OBLIGATIONS OF CITY. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED
BY CITY OR ANY OF ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN
ANY WAY INCREASE THE SCOPE OF THIS PARAGRAPH, AND LICENSEE IS NOT
ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION.

*[LIMITATION OF LIABILITY]{.underline}*. IN NO EVENT SHALL CITY BE
LIABLE FOR ANY DAMAGES, CLAIM, OR LOSS INCURRED BY LICENSEE (INCLUDING,
WITHOUT LIMITATION, COMPENSATORY, INCIDENTIAL, INDIRECT, SPECIAL,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES; LOST PROFITS; LOST SALES OR
BUSINESS; EXPENDITURES, IMVESTMENTS; OR COMMITMENTS IN CONNECTION WITH
ANY BUSINESS, LOSS OF ANY GOODWILL, OR DAMAGES RESULTING FROM LOST DATA
OR INABILITY TO USE DATA, IRRESPECTIVE OF WHETHER CITY HAS BEEN INFORMED
OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES).
THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE,
INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IF
CITY'S LIMITATION OF LIABILITY, FOR ANY REASON WHATSOEVER, SHALL BE HELD
UNENFORCEABLE OR INAPPLICABLE, LICENSEE AGREES THAT CITY'S LIABILITY
SHALL NOT EXCEED \$100.00.

12. *[Indemnification by Licensee]{.underline}*. Licensee shall protect,
    defend, indemnify and hold City harmless from any and all claims,
    demands, liabilities, obligations, damages, suits, judgments, or
    settlements (collectively, "Claims"), including reasonable costs and
    attorneys' fees, that arise from the act, neglect, omission, or
    unperformed obligation of Licensee and Licensee's agents,
    subcontractors, employees, or servants in the development,
    modification, use, or distribution of the Products or Licensee's
    breach of any provision of this Agreement, including any and all
    Claims commenced by any End User. City's approval of End Users does
    not excuse, limit, or alter Licensee's indemnification obligations
    hereunder.

13\. *[Assignment]{.underline}*. Licensee shall not assign or transfer
otherwise any of its rights or obligations under this Agreement without
the prior written consent of City.

14. *[Governing Law; Forum Selection Clause; Consent to
    Jurisdiction]{.underline}*. The Agreement and all disputes arising
    under the Agreement shall be governed, construed and decided in
    accordance with the laws of the Commonwealth of Pennsylvania. The
    parties agree that any lawsuit, action, claim, or legal proceeding
    involving, directly or indirectly, any matter arising out of or
    related to this Agreement, or the relationship created or evidenced
    thereby, shall be brought exclusively in the United States District
    Court for the Eastern District of Pennsylvania or the Court of
    Common Pleas of Philadelphia County. It is the express intent of the
    parties that jurisdiction over any lawsuit, action, claim, or legal
    proceeding shall lie exclusively in either of these two forums. The
    parties further agree not to raise any objection to any lawsuit,
    action, claim, or legal proceeding that is brought in either of
    these two forums, and the parties expressly consent to the
    jurisdiction and venue of these two forums. The parties further
    agree that service of original process in any such lawsuit, action,
    claim, or legal proceeding may be duly affected by mailing a copy
    thereof, by certified mail, postage prepaid to the addresses
    specified in Paragraph 19 below ("Notice").

15. *[Licensee Created Data]{.underline}*. Licensee is entitled to
    receive the Licensed Product in accordance with the terms and
    conditions of this Agreement and City shall have, at no cost,
    unrestricted access and use of the \_\_\_\_ Information System and
    to the Licensed Product via servers located at MOIS and University
    of Pennsylvania, which may be updated, modified, altered, enhanced,
    and/or improved by Licensee ("Licensee Created Data"). City reserves
    the right to use Licensee Created Data at its sole discretion
    without restriction and without Licensee's consent.

16\. *[Specific Laws]{.underline}*.

\(a\) *[Nondiscrimination]{.underline}*. The Agreement is entered into
under the terms of the Philadelphia Home Rule Charter, as it may be
amended from time to time, and in performing the Agreement, Licensee
shall not discriminate or permit discrimination against any person
because of race, color, religion, national origin, or sex. In the event
of such discrimination, City, in addition to any other rights or
remedies available under the Agreement, at law or in equity, may
terminate the Agreement forthwith.

\(b\) *[Fair Practices]{.underline}*. Licensee agrees, in performing
this Agreement, to comply with the provisions of the Fair Practices
Ordinance of The Philadelphia Code (Chapter 9-1100) and the Mayor's
Executive Order No. 4-86, as they may be amended from time to time, both
of which prohibit, inter alia, discrimination against persons with AIDS
in employment and services.

\(c\) *[The Philadelphia Code, Chapter 17-400]{.underline}*.

\(i\) In accordance with Chapter 17-400 of The Philadelphia Code, as it
may be amended from time to time, Licensee agrees that its payment or
reimbursement of membership fees or other expenses associated with
participation by its employees in an exclusionary private organization,
insofar as such participation confers an employment advantage or
constitutes or results in discrimination with regard to hiring, tenure
of employment, promotions, terms, privileges, or conditions of
employment on the basis of race, color, sex, sexual orientation,
religion, national origin, or ancestry, constitutes, without limiting
the generality of Paragraph 6 (Termination; Events of Default), a
substantial breach of the Agreement entitling City to all rights and
remedies provided in the Agreement or otherwise available at law or
equity.

\(ii\) Licensee agrees to cooperate with the Commission on Human
Relations of the City of Philadelphia in any manner that the Commission
deems reasonable and necessary for the Commission to carry out its
responsibilities under Chapter 17-400 of The Philadelphia Code. Failure
to so cooperate shall constitute, without limiting the applicability of
Paragraph 6 (Termination; Events of Default), a substantial breach of
the Agreement entitling City to all rights and remedies provided herein
or otherwise available at law or equity.

\(d\) *[MacBride Principles]{.underline}*. Section 17-104(2)(b) of The
Philadelphia Code prohibits City from entering into contracts with
companies that do business in Northern Ireland, unless that business has
implemented the fair employment principles embodied in the MacBride
Principles. In furtherance of this Ordinance, Licensee makes the
following certification and representations:

\(i\) In accordance with Section 17-104 of the Philadelphia Code,
Licensee by execution of this Agreement certifies and represents that
(i) Licensee (including any parent company, subsidiary, exclusive
distributor, or company affiliated with Licensee) does not have, and
will not have at any time during the term of this Agreement (including
any extensions thereof), any investments, licenses, franchises,
management agreements, or operations in Northern Ireland and (ii) no
product to be provided to City under this Agreement, if any, will
originate in Northern Ireland, unless Licensee has implemented the fair
employment principles embodied in the MacBride Principles.

\(ii\) In the performance of this Agreement, Licensee agrees that it
will not use any suppliers or subcontractors at any tier (a) who have
(or whose parent subsidiary, exclusive distributor of company affiliate
have) any investments, licenses, franchises, management agreements, or
operations in Northern Ireland or (b) who will provide products
originating in Northern Ireland unless said supplier or subcontractor
has implemented the fair employment principles embodied in the MacBride
Principles. Licensee further agrees to include provisions with this
subparagraph 17.d.(ii), with appropriate adjustments for the identity of
the parties, in all subcontracts and supply agreements that are entered
into in connection with the performance of this Agreement.

\(iii\) Licensee agrees to cooperate with City's Director of Finance in
any manner that the said Director deems reasonable and necessary to
carry out the Director's responsibilities under Section 17-104 of The
Philadelphia Code. Licensee expressly understands and agrees that any
false certification or representation in connection with this
subparagraph 17.d.(iii) and/or any failure to comply with the provisions
of this subparagraph 17.d.(iii) shall constitute a substantial breach of
this Agreement entitling City to all rights and remedies provided in
this Agreement or otherwise available in law (including, but not limited
to Section 17-104 of the Philadelphia Code) or at equity. In addition,
it is understood that false certification or representation is subject
to prosecution under Title 18 Pa.C.S.A.Section 4904.

17. *[Severability]{.underline}*. The provisions of the Agreement shall
    be severable. If any provision of the Agreement or the application
    thereof for any reason or circumstances shall to any extent be held
    to be invalid or unenforceable, the remaining provisions of the
    Agreement, or the application of such provision to persons or
    entities other than those as to which it is held invalid or
    unenforceable, shall not be affected thereby, and each provision of
    the Agreement shall be valid and enforceable to the fullest extent
    permitted by law.

18. *[Notice]{.underline}*. Any notice required or permitted to be given
    under the Agreement shall be given in writing and shall be
    personally delivered by hand with receipt obtained, by a national
    overnight express carrier (such as Federal Express), by facsimile,
    or by registered or certified United States mail, return receipt
    requested, addressed as follows:

*[TO CITY]{.underline}*: *[TO LICENSEE:]{.underline}*

\_\_\_\_

\_\_\_\_ \_\_\_\_

\_\_\_\_ \_\_\_\_

\_\_\_\_ \_\_\_\_

\_\_\_\_ \_\_\_\_

cc: Chief Information Officer

Mayor's Office of Information Services

1234 Market Street, 18^th^ Floor

Philadelphia, PA 19107

19\. *[Headings Not Controlling]{.underline}*. The headings do not in
any way define, limit, describe, or amplify the provisions of the
Agreement or the scope or intent of the provisions and are not part of
the Agreement.

20\. *[Entire Agreement]{.underline}*. This Agreement, together with all
appendices and other attachments referenced herein, constitutes the
entire agreement between Licensor and City and supersedes all proposals,
oral and written, between the parties on this subject.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound by
the Agreement, have caused the Agreement to be executed by their
respective duly authorized officers as of the date in the first
paragraph of this License Agreement.

# CITY OF PHILADELPHIA

# BY AND THROUGH: \_\_\_\_\_ DEPARTMENT

By:

Title:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}

**LICENSEE: \_\_\_\_\_\_\_**

By: Attest: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Print Name: Print Name:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title: Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_