Data Sharing Agreement

Terms and Conditions

1. The Licensee acknowledges and agrees that it has been granted a non-transferrable and non-exclusive license to use the Data pursuant to the terms of this Agreement for the Term set out in Schedule “A”. All data remains under the control of Town of Stony Plain and is subject to the Freedom of Information and Protection of Privacy Act.

2. The Licensee shall only use the Data for their own internal purposes as described in Schedule “A”, and shall not share the Data with, or otherwise distribute the Data to, any other person, firm or corporation, whether for a fee or otherwise, and whether in its original form or as part of a value-added product, unless the express written consent of Town of Stony Plain is first obtained.

3. This Agreement shall terminate:
   1. On the expiration of the Term set out in Schedule “A”;
   2. On seven (7) days written notice by Town of Stony Plain for failure of the Licensee to pay any fees set out in this Agreement or Schedule “A”, or any breach of the Agreement;
   3. On thirty (30) days written notice by either party;

4. The Licensee agrees to return to Town of Stony Plain all copies of the Data or any other materials relating to the Data in its possession or control made available to it by Town of Stony Plain forthwith upon demand by Town of Stony Plain. The Licensee’s obligations under this undertaking shall continue indefinitely.

5. In view of the dated nature of the data, it is the responsibility of the Licensee to:
   1. confirm with Town of Stony Plain whether later versions are available before making use of the data; and,
   2. if Town of Stony Plain permits the Licensee to provide the data to other users, to advise users of the age and status of the data.

6. The Licensee agrees that
   1. the data and each part thereof, and any formatting or presentation thereof, any storage media on which it is provided, and any communication of any kind, incidental or in relation thereto, is provided to the Licensee by Town of Stony Plain without warranty or representation as to any matter including, but not limited to, whether the data and storage media is correct, accurate or free from error, defect, danger, or hazard, and whether it is otherwise useful or suitable for any use the Licensee may make of it; and
   2. Town of Stony Plain provides the data, any related communication and any storage media without liability to Town of Stony Plain, or its employees for any loss of any kind the Licensee may sustain for any reason.

7. The Licensee releases and discharges, and grants a waiver to, the Town and its employees for any and all claims, obligations, loss, actions, rights of action, and damages (including any damages that are direct, consequential or otherwise) including any arising from any negligence of the Town, or its employees or agents that the purchaser may sustain from or in connection with the preparation of, or provision to and receipt by the purchaser of the data or any storage media and other activity or occurrence in respect of the data or storage media.
   
   
8. This Agreement shall be governed by the laws of the Province of Alberta. Any dispute arising out of this Agreement shall be resolved by the Courts of the Province of Alberta.
   
   
9. The Licensee agrees, that in the event of a breach or threatened breach of the terms of this Agreement, Town of Stony Plain shall be entitled to an injunction restraining the Licensee from committing any breach of this Agreement, or, the Licensee having committed a breach, for committing a further breach of this Agreement without showing or proving any actual damage sustained, and further, to an equitable accounting of all profits or benefits arising out of such breach, which right and remedy shall be cumulative and in addition to any other rights or remedies to which Town of Stony Plain may be entitled.
   
   
10. Nothing in this Agreement shall reduce or diminish the Town’s ownership of or copyright in the data or its compilation or arrangement. Any analyses, programs, systems, software and formatting in the data or on the storage media shall be property of the Town.
    
    
11. The Licensee acknowledges that the information shown is based on records either submitted to or created by Town of Stony Plain. No warranty or guarantee is given as to the accuracy or completeness of this information. The Licensee agrees to notify Town of Stony Plain of any errors or defects found in the Data.
    
    
12. The Licensee further covenants and agrees that the Town has, and shall continue to have, the absolute right, privilege and entitlement to make any such other use, disclosure to any person, application or retention, or any other handling of or dealing with the data as the Town sees fit and in any format and storage media as the Town sees fit, and nothing in or arising from this Agreement shall in any way limit, restrict or impinge upon the aforesaid right, privilege and entitlement of the Town.

Term of the Agreement

Subject to early termination as set out in Section 3 of the Agreement, the term shall be a year from selected date (The “Term”). The Agreement shall automatically renew upon the expiry of the term for further terms of 12 months, subject to either party providing written notice to the other that it does not desire to renew the term thirty (30) days prior to the expiry of the then current term.

Fees

Fee of $0 plus G.S.T: $0

Schedule A