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ANNIE PEREZ, CPPO DANIEL J. ALFONSO
Chief Procurement Officer City Manager
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LICENSE USE AND REVENUE AGREEMENT BETWEEN CITY OF MIAMI AND
IN-TELLIGENT (FLORIDA), LLC
ADDENDUM
a) The provisions of this Addendum shall supersede all provisions in any other agreement or
understanding between the parties whether oral or in writing and, in the event a provision of this
Addendum conflicts with a provision of the IN-TELLIGENT (FLORIDA), LLC ("IN-TELLIGENT")
License Use and Revenue Agreement ("Agreement"), or seeks to eliminate a provision of the
Agreement, the provisions of this Addendum shall apply.
b) All references of the City of Miami as "Lessee" shall be deleted. The City of Miami shall be
referenced as "City", and/or "Licensee".
c) Article No. II of the Agreement, entitled "Agreement", Section 3 entitled "Term", is hereby
amended to add the following underlined language as Subsection 3.3:
3.3 Notwithstanding any other provisions of the Agreement, the City Manager on behalf of
the City, reserves the right to terminate this Agreement by written notice to
IN-TELLIGENT, effective the date specified in the notice, should any of the following apply:
a) IN-TELLIGENT is determined by the City to be in breach of any of the terms and
conditions of the Agreement.
b) The City Manager has determined that such termination will be in the best
interest of the City, to terminate the Agreement for its own convenience, by
giving IN-TELLIGENT thirty (30) days written notice.
d) Article No. II of the Agreement, entitled "Agreement", Section (6) entitled "Proprietary Rights",
Subsection 6.3, entitled "In-Telligent Limited Logo and Trademark License", is hereby amended
with the addition of the following underlined language, as the last sentence:
Notwithstanding the foregoing, under no circumstances shall IN-TELLIGENT without the express
written consent of the City issue or permit to be issued any press release, advertisement, usage
of City logo, or literature of any kind which refers to the City, without the written approval of the
City. Such approval may be withheld if for any reason the City believes that the publication of
such information would be harmful to the public interest or is in any way undesirable.
e) Article No. II of the Agreement, entitled "Agreement", Section 9, entitled "Confidentiality is hereby
amended with the stricken and/or underlined language as follows:
9. Confidentiality. As a result of this Agreement and the relationship between the Parties,
In-telligent and Lessee may view and/or have access to certain confidential and proprietary
information about the other, including but not limited to information regarding each Party's
respective business, designs, intellectual property, employees, computers and networks,
marketing, clients, finances, operations, and other confidential information ("Confidential
Information"). The Parties agree to hold such Confidential Information in strict confidence,
to take all reasonable precautions to protect such Confidential Information, and not to make
any use of such Confidential Information except to operate the Product and conform to this
Agreement. Except as may be required by law, each of the Parties agree not to disclose to
any third party (other than advisors who have a reasonable need to know, such as a Party's,
lenders, attorneys, and accountants) the terms of this Agreement except either Party, under
confidentiality, may disclose this Agreement to any non -competitor party that is a bona fide
potential strategic investor in the context of and strictly for due diligence purposes. The
Parties further agree to keep the terms of this Agreement confidential
f) Article No. II of the Agreement, entitled "Agreement", Section 11, entitled "Indemnification and
Liability Limitations", is hereby deleted in its entirety and replaced with the underlined language
as follows:
IN-TELLIGENT shall indemnify, hold/save harmless, and defend at its own costs and expense,
the City and its officials, employees, for claims (collectively referred to as "Indemnitees") and
each of them from and against all loss, costs, penalties, fines, damages, claims, expenses
(including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any
injury to or death of any person or damage to or destruction or loss of any property arising out
of, resulting from, to the extent caused by, or in connection with (i) the negligent performance or
non-performance of the services contemplated by this Agreement (whether active or passive) of
IN-TELLIGENT or its employees or subcontractors (collectively referred to as "IN-TELLIGENT")
unless directly caused, in whole or in part, by any act, omission, default or negligence (whether
active or passive or in strict liability) of the Indemnities, or any of them, or (ii) the failure of the
IN-TELLIGENT to comply materially with any of the requirements herein, or the failure of the IN-
TELLIGENT to conform to statutes, ordinances, codes, resolutions, or other regulations or
requirements of any governmental authority, local, federal or state, in connection with the
performance of this Agreement or to follow an established standard of care applicable to its
performance of this Agreement, even if it is alleged that the City, its officials and/or employees
were negligent.
IN-TELLIGENT expressly agrees to indemnify, defend and hold harmless the lndemnitees, or
any of them, from and against all liabilities which may be asserted by an employee or former
employee of IN-TELLIGENT, or any of its subcontractors, as provided above, for which the IN-
TELLIGENT's liability to such employee or former employee would otherwise be limited to
payments under state Workers' Compensation or similar laws.
IN-TELLIGENT further agrees to indemnify, defend and hold harmless the Indemnitees from and
against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order,
rule, regulation, condition, or requirement, related directly to IN-TELLIGENT's negligent
performance , act or omission under this Agreement, compliance with which is left by this
Agreement to IN-TELLIGENT, and (ii) any and all claims, and/or suits for equipment, data,
supplies, labor and materials furnished by IN-TELLIGENT or utilized in the performance of this
Agreement or otherwise; and (iii) copyright, patent or similar intellectual property or
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telecommunications claims arising out of the goods or services furnished by IN-TELLIGENT
under this Agreement.
This Section shall be interpreted to comply with Sections 725.06 and/or 725.08, Florida Statutes.
IN-TELLIGENT's obligations to indemnify, defend and hold harmless the Indemnitees shall
survive the termination/expiration of this Agreement.
City must notify IN-TELLIGENT of any lawsuit for which indemnification may be sought within a
reasonably prompt timeframe after date City is notified of the complaint.
g) Article No. II of the Agreement, entitled "Agreement", Section 13 entitled "General Provisions",
Subsection 13.1, entitled "Notice" is hereby deleted and replace in its entirety with the following
underlined language:
13.1 Notices
All notices or other communications required under this Agreement shall be in writing and shall
be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested,
addressed to the other party at the address indicated herein or to such other address as a party
may designate by notice given as herein provided. Notice shall be deemed given on the day on
which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier.
TO IN-TELLIGENT (FLORIDA), LLC:
Allan C. Sutherland
Founder, President, and CEO
15255 South 94th Avenue
Suite 547
Orland Park, IL 60462
TO THE CITY:
Daniel J. Alfonso
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130
Victoria Mendez
City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Annie Perez, CPPO
Procurement Director
City of Miami
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
h) Article No. II of the Agreement, entitled "Agreement", Section 13 entitled "General Provisions",
Subsection 13.5, entitled "Governing Law; Forum; Legal Fees" is hereby deleted and replaced
in its entirety with the following underlined language:
Notwithstanding any other provisions of the Agreement, venue in all proceedings shall be in
Miami -Dade County, Florida, the laws of Florida shall apply to interpret the Agreement or any
Addendums thereto and the parties agree to the use of this venue and will not object to such
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venue. In any civil action or other proceedings between the parties arising out of the Agreement,
each party shall bear its own attorney's fees.
i) Article No. II of the Agreement, entitled "Agreement", Section 13, entitled "General Provisions"
is hereby amended to add the following underlined language as Subsection 13.8:
13.8 PUBLIC RECORDS
Notwithstanding any other provisions of the Agreement, IN-TELLIGENT hereby agrees
and understands that the public shall have access, at all reasonable times, to all
documents and information pertaining to the City, subject to the provisions of Chapter
119, Florida Statutes, and any specific exemptions there from, and Lessor agrees to allow
access by the City and the public to all documents subject to disclosure under applicable
law unless there is a specific exemption from such access. IN-TELLIGENT'S failure or
refusal to comply with the provisions of this section shall result in immediate termination
of the e Agreement by the City.
Pursuant to the provisions of Section 119.0701, Florida Statutes, IN-TELLIGENT must
comply with the Florida Public Records Laws, specifically Lessor must:
1) Keep and maintain public records that ordinarily and necessarily would be required
by the public agency to perform the service.
2) Provide the public with access to public records, on the same terms and conditions
that the public agency would provide the records, and at a cost that does not exceed
the cost provided in this chapter, or as otherwise provided by law.
3) Ensure that public records, that are exempt or confidential and exempt from public
records disclosure requirements, are not disclosed except as authorized by law.
4) Meet all requirements for retaining public records and transfer, at no cost, to the
public agency all public records in possession of IN-TELLIGENT upon termination of
the contract and destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements.
5) All records stored electronically must be provided to the City in a format compatible
with the information technology systems of the public agency.
6) Should IN-TELLIGENT determine to dispute any public access provision required by
Florida Statutes, then Lessor shall do so at its own expense and at no cost to the
City. IF IN-TELLIGENT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO IN-TELLIGENT'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830, Via email at
PublicRecordsr,miamigov.com, or regular email at City of Miami Office of the
City Attorney, 444 SW 2nd Avenue, 9th FL, Miami, FL 33130.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized.
IN-TELLIGENT (FLORIDA), LLC: CITY OF MIAMI, a municipal
corporation
BY:
DATE:
ATTEST:
Allan C. Sutherland, CEO'
Corporate Secretary/Notary Public
Corporate Seal/Notary Seal
BY:
DATE:
Daniel J. Alfonso, City Manager
ATTEST:
Todd Hannon, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe, Director
Risk Management
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
Please attach company resolution of IN-TELLIGENT authorizing signatory to sign these Agreement.
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LICENSE, USE, AND REVENUE AGREEMENT
This LICENSE, USE, AND REVENUE AGREEMENT ("Agreement") is made and entered into
as of this day of , 201_ ("Effective Date") by and between:
• IN-TELLIGENT (FLORIDA) LLC ("In-telligent'), located at 15255 South 94th Avenue,
Suite 547, Orland Park, Illinois, 60462; and
• CITY OF MIAMI, located at 3500 Pan-American Drive, City of Miami, Florida 33133
("Lessee").
I. RECITALS
WHEREAS, Lessee desires to create and provide relevant information and critical alerts ("Alerts") to
its employees, visitors and other subscribers (collectively the "Users") in certain communities managed,
and/or otherwise controlled by Lessee (collectively, the "Community" or "Communities"); and
WHEREAS, In-telligent possesses and maintains a proprietary mobile application platform (the
"Platform") and a web -based, password -protected application (the "Portal") which can be utilized by
Lessee to provide Alerts to Users, which can be utilized by Users to provide relevant information to
Lessee, and which contains other information gathering and notification systems which are customizable
by the Users (the "Purposes"). The Platform and the Portal are hereinafter collectively referred to as the
"Product".
WHEREAS, Lessee desires to utilize the Platform and the Portal and In-telligent desires to
provide licensed access to the Platform and Portal.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants and promises
contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by each Party to the other, the Parties intending to be legally bound, agree
as follows:
II. AGREEMENT
1. Recitals Incorporated. The foregoing Recitals shall be considered a part of this
Agreement, and the recitals shall be binding on the Parties.
2. Binding on Related Individuals and Entities. The provisions of this Agreement shall
be binding upon, and inure to the benefit of, the Parties, as well as their respective heirs, administrators,
executors, successors, assigns, agents, representatives, officers, directors, shareholders, servants,
employees, attorneys, successors, parents, subsidiaries, divisions, and affiliates.
3. Term.
3.1. This Agreement commences on the Effective Date and continues for a term of ten
(10) years (the "Term"), with automatic one-year Term extensions, unless either
IN-TELLIGENT (FLORIDA), LLC
LICENSE, USE AND REVENUE AGREEMENT
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Party gives written notice of termination to the other Party not less than ninety (90)
days before the end of the then current term.
3.2 Notwithstanding the foregoing, either Party may terminate this Agreement (A) upon
the occurrence of any material breach of this Agreement, which breach is not cured
within thirty (30) days after receipt of written notice of said material breach; or (B) in
the event either Party is declared bankrupt or insolvent, or makes an assignment for
the benefit of its creditors, or if a receiver is appointed or any proceedings are
commenced, voluntarily or involuntarily, by or against either Party under any
bankruptcy or similar law and not dismissed within sixty (60) days.
4. Obligations of In-telligent.
4.1. Availability of Product. Pursuant to and limited by the terms set forth in this
Agreement, In-telligent will grant Lessee a non-exclusive, non -transferable, non-
sublicensable, temporary right and limited license to access and use the Portal,
without modification, in order to generate Alerts and tailor content for Users within a
geolocationally-controlled community organized by Lessee. The Product will be
accessed by the Users via the Platform, a mobile device application, or "app",
downloaded to the User's mobile device.
4.2. Customer Service / Technical Support / Training. In-telligent will provide customer
service and technical support to the Lessee via a telephone help desk (the "Help
Desk") for problems with the Product, and will use commercially reasonable efforts
to staff the Help Desk from 8:00 AM until 8:00 PM CST on each business day during
the Term. In-telligent will further provide initial training to Lessee and/or it's
designated Operators (as defined in Section 5.1 below) regarding the operation of the
Product and use of the Portal.
5. Obligations of Lessee.
5.1. Authorized Users. Lessee will designate individuals to act as Lessee's In-telligent
operators (the "Operators"). The actions and/or omissions of the Operators shall be
the sole responsibility of Lessee. Access to the Portal on behalf of Lessee will be
limited to the designated Operators, and it shall be the sole responsibility of Lessee to
ensure that access to the Portal is secure and limited to the Operators, and that the
Operators are trained as to the use of and restrictions upon the Portal.
5.2. Lessee Responsibility for Alert Content and Management. Lessee is solely
responsible for the preparation and distribution of the Alerts, including all aspects of
the content of each Alert created by the Lessee and distributed via the Product by the
Lessee's Operators. In-telligent is not responsible for training or instructing Lessee
or its Operators as to A) the content of Alerts, B) the decision whether to send Alerts,
and C) whether any scenario is a critical emergency.
5.3. Receipt and Use of Communications from Users. . Lessee acknowledges that, in
addition to providing Alerts to the Users, the Product allows for Users to
communicate with Lessee regarding critical and other relevant information. Lessee
further acknowledges that it (through its Operators) will use commercially reasonable
IN-TELLIGENT (FLORIDA), LLC
LICENSE, USE AND REVENUE AGREEMENT
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efforts to receive said communications from Users and will use commercially
reasonable efforts to prepare and distribute Alerts, if warranted reflecting the content
of said information.
5.4. Promotion of the Platform. Lessee acknowledges that by providing the services
associated with the Product to Lessee free of charge, In-telligent is undertaking
significant risk and is investing significant resources, amounts, and costs in the
development and maintenance of the Product. Accordingly, Lessee will cooperate
with In-telligent to promote the download and use of the Platform by the Users
within the Community.
5.5. Security of Information. Lessee acknowledges and agrees that it may become aware
of identifying, personal, business, or financial information for Users and for In-
telligent through the use of the Product, and further acknowledges, agrees, and
warrants that it will maintain the confidentiality and security for any and all such
information of which it may become aware through the use of the Product. Lessee is
solely responsible for all employees, agents, representatives, and Operators that use
or have access to the Product or to their computer systems upon which the Product is
being utilized by Lessee, and for ensuring that such individuals maintain privacy and
security measures with regard to the Product, the Users, the Alerts, and the
information utilized and maintained within the Product. Lessee agrees that it is
solely responsible for its computer systems and for taking any measures that are
necessary to maintain the privacy and security of any information as outlined in this
Section.
6. Proprietary Rights.
6.1. Ownership. All right, title, and interest, including but not limited to any copyright
interests and any other Intellectual Property Rights (defined below) in and to the
Platform, the Portal, the Product, any software and other digital products produced or
provided by In-telligent under this Agreement (collectively, "Work Product") shall
be the property of In-telligent. For the purposes of this Agreement, "Intellectual
Property Rights" means any patent, trademark, registered design, trade secret, or
any application for registration of the same, any copyright or related rights (including
copyright in the HTML source code), database right, design right, rights in trade,
business, or domain names, rights in trade dress, rights in inventions, rights in
confidential information, user lists or know-how or any similar or equivalent rights in
any part of the world.
6.2. Lessee License. During the Term and provided the Lessee is in compliance with all
of the terms and conditions of this Agreement, the Lessee shall have the
nonexclusive, nonassignable, royalty -free right and license to use the Work Product
(for software, use shall be by machine-readable form only) throughout the Lessee's
organization subject to any and all limitations set forth in this Agreement.
6.3. In-telligent Limited Logo and Trademark License. Subject to the terms and
conditions in this Agreement, Lessee grants In-telligent a non-exclusive, non-
transferable, non-sublicensable right and license to use its name and affiliated
IN-TELLIGENT (FLORIDA), LLC
LICENSE, USE AND REVENUE AGREEMENT
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descriptive marks and logos on In-telligent's website and in its presentation and/or
advertising materials.
6.4. No Implied License. Except for the limited rights and license expressly granted
hereunder, no other license is granted, no other use is permitted and In-telligent shall
retain all right, title, and interest in and to the Product (and all patent rights, copyright
rights, trade secret rights, and all other intellectual property and proprietary rights
embodied therein).
7. Revenue Sharing. Licensee shall be entitled to fifty percent (50%), paid quarterly, of In-
telligent's net revenue attributed to the Licensee's users use of the application. For
purposes of this agreement, net revenue equals the advertising revenue generated by In-
telligent after deduction of all taxes, fees, and direct expenses incurred by In-telligent in
the collection and determination of said revenue. For the purpose of this Agreement and
this specific Subsection, direct expenses shall include only the expenses directly incurred
by In-telligent in generating said revenue and shall exclude In-telligent's general
operating expenses. Lessee acknowledges that, just like the Product, In-telligent's system
for developing, tracking, and computing Inventory Revenue is proprietary, and therefore
all terms of this Revenue Sharing Program, including the percentages and amounts
allotted to the licensee, must be kept strictly confidential by Lessee.
8. Restrictions. Except and only to the extent expressly specified in this Agreement,
Lessee shall not (a) use any portion of the Product or its exposure to the Product to create
any software, content, or documentation that is similar to the Product, (b) disassemble,
decompile, reverse engineer, or otherwise try to discover any source code or underlying
structures, ideas or algorithms of the Product, (c) sell, encumber, lease, sublease, rent,
loan, sublicense, transfer, or distribute the Product, the Confidential Information, or any
portion thereof, (d) copy (except for the creation of a back-up copy and only to the extent
that such creation is expressly authorized by applicable statutory law, and in such
instance, subject to In-telligent's retention of any and all proprietary rights markings on
the Product), adapt, merge, create derivative works of, translate, localize, port, or
otherwise modify the Product, (e) use the Product in an automated process, (f) use the
Product, or allow the transfer, transmission, export, or re-export of all or any part of the
Product or any product thereof, in violation of any laws or regulations of the United
States or any other relevant jurisdiction, (g) provide, disclose, divulge, or make available
to, or permit use of the Product or any portion thereof by any third party without In-
telligent's prior written consent, or (h) permit any third party to engage in any of the
foregoing proscribed acts.
9. Confidentiality. As a result of this Agreement and the relationship between the Parties,
In-telligent and Lessee may view and/or have access to certain confidential and
proprietary information about the other, including but not limited to information
regarding each Party's respective business, designs, intellectual property, employees,
computers and networks, marketing, clients, finances, operations, and other confidential
information ("Confidential Information"). The Parties agree to hold such Confidential
Information in strict confidence, to take all reasonable precautions to protect such
Confidential Information, and not to make any use of such Confidential Information
except to operate the Product and conform to this Agreement. Except as may be required
by law, each of the Parties agree not to disclose to any third party (other than advisors
IN-TELLIGENT (FLORIDA), LLC
LICENSE, USE AND REVENUE AGREEMENT
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who have a reasonable need to know, such as a Party's, lenders, attorneys, and
accountants) the terms of this Agreement except either Party, under confidentiality, may
disclose this Agreement to any non -competitor party that is a bona fide potential strategic
investor in the context of and strictly for due diligence purposes. The Parties further
agree to keep the terms of this Agreement confidential.
10. Representations and Warranties. THIS IS THE FULL EXTENT OF WARRANTIES
PROVIDED UNDER THIS AGREEMENT, AND IN-TELLIGENT MAKES NO
OTHER REPRESENTATIONS OR WARRANTIES. THESE WARRANTIES ARE IN
LIEU OF ANY OTHER EXPRESS AND ALL IMPLIED OR STATUTORY
WARRANTIES OF ANY KIND. PLEASE NOTE: WITHOUT LIMITING THE
FOREGOING, IN-TELLIGENT BEARS NO RESPONSIBILITY FOR SENDING
OR DETERMINING THE CONTENT OF ANY ALERT. DUE TO THE
NUMEROUS FACTORS THAT COULD IMPACT THE DELIVERY OF AN
ALERT OR ANNOUNCEMENT, IN-TELLIGENT DOES NOT AND CANNOT
GUARANTEE THAT THE ALERT OR ANNOUNCEMENT WILL REACH ITS
INTENDED AUDIENCE. IN-TELLIGENT BEARS NO RESPONSIBILITY AND
DISCLAIMS ANY LIABILITY FOR THE FAILURE OF AN ALERT OR
ANNOUNCEMENT TO REACH ANY PERSON.
11. Indemnification and Liability Limitations.
11.1. Lessee 's Defense and Indemnification of In-telligent. Lessee shall defend, indemnify,
and hold harmless In-telligent (as well as its subsidiaries, owners, members,
affiliates, officers, agents, partners, and employees) from any and all claims,
damages, liabilities, costs, and expenses (including, but not limited to, reasonable
attorneys' fees and all related costs and expenses) incurred by In-telligent as a result
of any claim, judgment, or adjudication against In-telligent related to or arising from,
directly or indirectly, the use of the Product by Lessee and/or its Operators, the
content of the Alerts or information used to form the Alerts, or any violation of this
Agreement.
11.2. Limitation on Liability. In no event will In-telligent be liable for any indirect,
incidental, special, consequential, punitive, or similar damages to Lessee, including,
but not limited to, lost profits and loss of data.
12. Non -Exclusive. The Parties acknowledge and agree that the procurement of services
under this Agreement and Lessee's limited use and license will be on a non-exclusive
basis, and that In-telligent may make the Product available to any other entities or third
parties at its sole discretion.
13. General Provisions.
13.1. Notice. Any notice required or permitted by this Agreement shall be in writing and
shall be delivered during normal business hours of the Party receiving the notice by:
(a) personal delivery; (b) trackable delivery; (c) facsimile; or (d) electronic mail.
IN-TELLIGENT (FLORIDA), LLC
LICENSE, USE AND REVENUE AGREEMENT
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13.2. Assignment. Lessee shall not assign any of its rights or delegate any of its duties
under this Agreement without the prior written consent of In-telligent.
13.3. Severability. In the event that any of the provisions of this Agreement shall be held
by a court or other tribunal of competent jurisdiction to be illegal, invalid, or
unenforceable, such provisions shall be limited or eliminated to the minimum extent
necessary so that this Agreement shall otherwise remain in full force and effect.
13.4. Interpretation. Each Party acknowledges that this Agreement has been the subject of
active and complete negotiations, and that this Agreement should not be interpreted
or construed in favor of or against any Party by reason of the extent to which any
Party or its professional advisors participated in the preparation of this Agreement.
13.5. Governing Law; Forum; Legal Fees. This Agreement shall be governed by the laws
of the State of Illinois without reference to conflicts of law provisions. Lessee
irrevocably consents to the personal jurisdiction of the federal and state courts
located in Chicago, Illinois, for any matter arising out of or relating to this
Agreement. If a lawsuit or proceeding is commenced by In-telligent to enforce this
Agreement, In-telligent shall be entitled to receive its reasonable attorneys' fees,
expert witness fees, and costs incurred in connection with such proceeding, in
addition to any other relief to which such prevailing Party may be entitled.
13.6. Entire Understanding. This Agreement supersedes all prior discussions and writings
and constitutes the entire agreement between the Parties with respect to the subject
matter hereof. No waiver or modification of this Agreement will be binding upon
either Party unless executed in writing and signed by a duly authorized representative
of each Party and no failure or delay in enforcing any right will be deemed a waiver.
This Agreement will not be modified, amended, or in any way altered except by an
instrument in writing signed by the Parties.
13.7. Counterparts. This Agreement may be executed in two or more counterparts and by
facsimile, digital or other electronic signatures.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the
later of the dates set forth below.
IN-TELLIGEN'T (FLORIDA), LLC LESSEE
Signature Signature
Print Name Print Name
Title Title
Date Date
IN-TELLIGENT (FLORIDA), LLC
LICENSE, USE AND REVENUE AGREEMENT
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