Office of Operations
21st Century Operations Using 21st Century Technologies
Table of Contents

Considerations of Current and Emerging Transportation Management Center Data

Appendix. Example Data Use and Data Sharing Agreements

This section includes example data use agreements and data sharing agreements that are already in use today.

Originial Data Ownership and Data Licensing Language

The University of Maryland inserted the following text into the original request for proposal for the procurement of probe data from the private sector in 2008. At the time, this was a revolutionary approach. Any agency procuring data from any third-party today should consider similar language—especially when multiple vendors are available.

Attachment A
Section 6.0 DATA OWNERSHIP AND DATA LICENSING
of University of Maryland Contract N136906
as reflected in Modification M002 of April 23, 2008

6.0 Data Ownership and Data Licensing

It is the intent of this contract to secure for the Coalition, its member organizations, and their officially designated representatives full rights to the traffic data to use in support of internal organization operations, and sufficient rights to the traffic data to disseminate traveler information to the public consistent with the organizations' traffic management and operations responsibilities. Paragraphs 6.1 through 6.6 further define the rights and uses. The Contractor's proposal should affirm the Contractor's ability to support the data rights presented herein. The Contractor may define additional restrictions to safeguard the commercial value of the Contractor's traffic data, but any such restrictions should not impede the use of the data for the envisioned purposes. Any restrictions imposed by the Contractor will be assessed in the technical evaluation of proposals.

6.1 The Contractor shall retain ownership of all traffic data provided to the I-95 Corridor Coalition as a result of this contract. The Coalition, its member organizations, and their officially designated representatives shall have the right to use the traffic data provided under this contract for transportation planning and operational analyses, service and data quality validation analyses, and all other internal organization applications. This includes the right to archive all the traffic data and use it for internal organization purposes for an unlimited period of time in the future, but excludes the right to sell or otherwise transfer the traffic data either (a) to other public entities which are not part of the Coalition, or (b) to any private entities for purposes not directly related to Coalition activities hereunder.

The Coalition and its member organizations will cooperate with the contractor to protect the commercial value of its data. This includes placing appropriate copyright notification on data disseminated to the public using methods and communication mediums that provide a reasonable opportunity for unlawful copying and use of the traffic data provided by the contractor to the Coalition. The copyright notice affixed to such data dissemination will read, "Copyright © 20 INRIX, Inc. All rights reserved."

6.2 Realtime traffic data delivered by the Contractor may be provided by the Coalition, its member organizations, and their officially designated representatives to external users, subject to the following restrictions:

  • Information may only be disseminated to the public using dynamic message signs (also known as variable message signs), portable message signs, highway advisory radio, 511 information systems, and Coalition and member supported websites and web services.
  • Information disseminated to the public is restricted solely to travel times and speeds only for such media as dynamic message signs (also known as variable message signs), portable message signs, highway advisory radio, telephone-based 511 information systems.
  • No restrictions are placed on the dissemination of data to the public utilizing Coalition and member supported websites and web services, including web-based 511 information systems.

6.3 The Coalition, its member organizations, and their officially designated representatives shall have the right to create visualizations and summary statistics of the archived traffic data (i.e., maps, graphs, charts, tables, etc.) for presentation and distribution to the general public. The University and Coalition will cooperate with the Contractor and make reasonable efforts to protect against the unlicensed distribution of data. However, neither the University nor the Coalition will assume any liability for unlicensed use of the data by third parties or unlicensed access to the data by third parties.

6.4 Contracting organizations, including universities, providing services on behalf of the Coalition or its member organizations, shall be subject to the same rights and restrictions given herein, but limited to the context of the contracted service. This includes organizations engaged by or acting on behalf of the Coalition to evaluate the accuracy, latency, and other parameters of the traffic data. Any contracting organizations, including any universities, desiring access to the traffic data for purposes not funded or sanctioned by the Coalition or its member organizations, must negotiate with the Contractor for access and rights to the traffic data.

6.5 Nothing in this contract shall preclude the Coalition, its member organizations, or their officially designated representatives from displaying or otherwise presenting any information to external users that has been obtained from other sources or other organizations that are not a party to this contract. Nothing in this contract shall preclude the Coalition and member organizations from displaying or otherwise presenting any information that is deemed essential to the safety of the traveling public.

6.6 Data provided by the Contractor may be incorporated into the Coalition's Integrated Corridor Analysis Tool (ICAT). ICAT is a geographic information system (GIS)-based transportation network for the 16 state Coalition region and linked databases of information about the region's roads, traffic volumes, and travel patterns. The dissemination of ICAT data may include summaries of historic traffic data with minimum summary periods of fifteen minutes and spatial resolutions that include road sections between interchanges, major intersections, major landmarks, and major destinations. The minimum length of such sections will generally be greater than four miles, with exceptions provided for bridges, tunnels and other unusual road network topography.

I-95 Corridor Coalition's Multi-State, Multi-Provider Data Use Agreement V2 (7/2014 – Present)

1-95 Corridor Coalition Traffic Flow Data Program
R009
Agreement for Use of Data

1.0 This Agreement for Use of Data ("Agreement" or "Data Use Agreement") is entered into, by and among INRIX, Inc., a corporation organized under the laws of the State of Delaware and having a primary business address set forth in Section 8 below, HERE North America, a limited liability company organized under the laws of the State of Delaware and having a primary business address set forth in Section 8 below, and TomTom North America, Inc., a corporation organized under the laws of the State of California and having a primary business address set forth in Section 8 below (collectively referred to hereinafter as the "Data Vendors") and __________________________________________ (hereinafter "Data Licensee"), having an address as set forth on the signature page below. Data Vendors and Data Licensee together are hereinafter referred to as the "Parties".

2.0 Background: I-95 Corridor Coalition (hereinafter "Coalition"), an unincorporated coalition of members and affiliate members (collectively referred to herein after as "Coalition Members" or "Coalition Member" in singular), has authorized the University of Maryland (hereinafter "UMD"), an agency and instrumentality of the State of Maryland, to act on behalf of the Coalition to enable the Coalition to continue to serve as a valuable knowledgeable collaborative resource throughout the I-95 Corridor. Acting on behalf of the Coalition, UMD has executed agreements with the Data Vendors under which they have agreed to license real-time traffic data, including travel time, speed, complimentary metrics and associated products provided pursuant to task orders (hereinafter referred to as "Licensed Data") to Coalition Members and their subcontractors under the following agreements: UMD and INRIX have executed contract# 83794N-1-INRIX ; UMD and HERE North America have executed contract# 83794N-2-HERE; and UMD and TomTom North America have executed contract # 83794N-3-TomTom (collectively hereinafter referred to as the "Contracts").

This Agreement, to be executed by all Data Vendors and Data Licensees, sets forth the terms and conditions under which Coalition Members and their subcontractors may access and use any Licensed Data purchased through the Contracts, irrespective of geography or time; for appropriate use of and liability for misuse of Licensed Data; and warranties regarding Licensed Data.

For the avoidance of doubt, Data Licensee acknowledges that Data Vendors' obligation to deliver the Licensed Data to Data Licensee is limited to the duration and the terms of active task orders under the applicable Contracts. The foregoing shall be without prejudice to Data Licensee's right to use the Licensed Data that it has received as set forth in clause 4.0 below.

3.0 Certification: Data Licensee certifies that it is a member or affiliate member of the Coalition in good standing or an entity under contract to a Data Licensee (that may include universities) that directly supports a Coalition Member in good standing via a written agreement (hereinafter referred to as 'Subcontractor'), and requires and is authorized to access/use the Licensed Data procured under the Contracts.

If Data Licensee is a Subcontractor, it shall complete Attachment A to this Agreement, which shall be incorporated as part of this Agreement. Coalition Members shall notify all Data Vendors and UMD upon the termination of its written agreement with any Subcontractor.

Data Vendors agree that Data Licensee is entitled to access and use Licensed Data under the terms of this Data Use Agreement. Notwithstanding whether Data Licensee elects to purchase or not purchase Licensed Data for its particular jurisdiction, Data Vendors agree that Data Licensee is entitled to access and use, at no cost, Licensed Data purchased by any Coalition Member, subject to the terms of this Data Use Agreement.

4.0 Grant of License: Data Vendors hereby grant Data Licensee a nonexclusive, fully paid up right and license to reproduce, use, distribute, make derivative works based on, and archive Licensed Data consistent with Data Licensee's traffic management, operations and planning responsibilities. Data Licensee is entitled to receive all Licensed Data purchased by any Coalition Member regardless of geographical or political boundaries of Data Licensee's respective jurisdiction.

5.0 Rights and Limitations of License: The license granted under this Agreement is subject to the following restrictions:

  1. Data Licensee shall not have the right to sell or otherwise transfer or disclose Licensed Data either to public or private entities that are not licensed to receive such data without prior written authorization from Data Vendors unless Data Licensee is required by applicable laws or regulations or pursuant to an order of a court of competent jurisdiction or a valid administrative or congressional subpoena to disclose Licensed Data. In that event, Data Licensee shall provide the affected Data Vendors prompt notice of the demand, unless prohibited by law, so they may take appropriate action to prevent disclosure, if they wish. Data Licensee shall provide a copy of any such notice to UMD. Nothing herein shall be deemed to authorize Data Licensee not to comply with any lawful order pending action by Data Vendors.
  2. Data Licensee shall limit access to Licensed Data to those of its employees and subcontractors who have a need to access and use Licensed Data in order to fuJfi.11 their contractual duties and shall require all such persons authorized to access and use Licensed Data to agree to abide by the terms of this Data Use Agreement. Any Data Licensee that desires access to Licensed Data for purposes not authorized by this Agreement must negotiate directly with Data Vendors to acquire such additional access and rights.
  3. Data Licensee may disseminate real-time traffic data delivered by Data Vendors to the public, subject to the following restrictions:
    1. Licensed Data may only be disseminated to the public using dynamic message signs (also known as variable message signs), portable message signs, highway advisory radio, 511 information systems, and Coalition Members' supported websites, web services, social media, and smart phone applications; and
    2. Licensed Data disseminated to the public shall be restricted solely to travel times and speeds only that is disseminated via dynamic message signs (also known as variable message signs), portable message signs, highway advisory radio, telephone-based 511 information systems; and
    3. This Agreement does not place any restrictions on dissemination of data to the public through Coalition Members' supported websites, web services, social media, and smart phone applications, including web-based 511 information systems.
  4. The license granted by Data Vendors to Data Licensee authorizes Data Licensee to create visualizations and summary statistics of the archived traffic data (i.e., maps, graphs, charts, tables, etc.) for presentation and distribution to the general public ("Derivative Works"). Data Licensee shall own all copyrights in all such Derivative Works to the extent those works are protected by copyright.
  5. Nothing in this Agreement shall preclude Data Licensee from distributing, displaying or otherwise presenting any traffic data or derivative works deemed essential to the safety of the traveling public.

6.0 Right to Acquire Non-Licensed Data: Nothing in this Agreement shall prohibit Data Licensee from acquiring, displaying or otherwise presenting or sharing information that Data Licensee has obtained from sources other than Data Vendors.

7.0 Prevention of Unauthorized Use: Data Licensee will cooperate with Data Vendors to protect the commercial value of Licensed Data by taking such measures as:

  1. retaining all proprietary or restricted use notices included on Licensed Data as received; and
  2. not obstructing or modifying proprietary or restricted use notices included on Licensed Data as received; and
  3. ensuring that all copies of Licensed Data include all proprietary or restricted use notices included on Licensed Data as received. To the extent Data Vendors do not include any proprietary or restricted use notices on Licensed Data as delivered to Data Licensee, Data Licensee shall insert, at a minimum, the following notice on any copies of Licensed Data that Data Licensee makes: "PROPRIETARY INFORMATION OF DATA VENDOR. USE BY ENTITIES OTHER THAN AUTHORIZED, LICENSED USERS PROHIBITED"; and
  4. storing and disseminating Licensed Data using methods, communication mediums and technologies that provide reasonable protections against their unlawful copying and unauthorized access and use.

8.0 Notice of Unauthorized Use: In the event Data Licensee becomes aware of an inappropriate use or unauthorized disclosure of Licensed Data, Data Licensee shall provide immediate verbal notice as soon as practicable and subsequent written notice within 24 hours of its verbal notice to UMD and to the Data Vendor(s) whose data are the subject of inappropriate use or unauthorized disclosure as follows:

University of Maryland Program Managers

INRIX, Inc.

HERE North America

TomTom North America, Inc.

Subject to the above paragraph, all notices and approvals required to be made under this Agreement shall be made in writing and delivered (i) in person; (ii) by facsimile, with confirmation of transmission, (iii) by electronic mail ( email) with return confirmation of delivery, or (iv) by first class mail, postage prepaid and addressed to the contact for each party specified above or such other person and address as each party may hereafter designate in writing. Notice shall be deemed effective upon receipt.

9.0 Indemnification: Data Vendors hereby indemnify and agree to hold harmless UMD, Data Licensees and their respective officers, employees and agents from and against any and all claims, actions, costs, judgments or damages of any type arising out of an allegation that Licensed Data infringes the intellectual property or proprietary rights of any third party or a breach of the representations and warranties of Data Vendors.

  1. Upon becoming aware of an allegation of infringement or a breach of a Data Vendor's representations and warranties, Data Licensee shall promptly notify the affected Data Vendor(s) and UMD.
  2. Data Vendors' duty to indemnify is conditioned upon (i) Data Vendors having sole control of the defense and settlement of the claim (provided that Data Vendors may not settle or compromise or defend any claim unless they unconditionally release all other parties from all liability, and further provided that Data Vendors must obtain prior approval of any such settlement or compromise from counsel for UMD and the Data Licensee which shall not be unreasonably withheld or delayed); (ii) Data Licensee provides, at Data Vendors' expense, information and reasonable assistance upon Data Vendors' request; and (iii) Data Licensee has not already compromised or settled the claim.

10.0 Liability: Under no circumstance will Data Licensee be responsible for another Data Licensee's breach of its duties under this Data Use Agreement. Each Data Licensee shall be liable for its own violations of this Agreement.. IN NO EVENT WILL ANY PARTY OR ITS OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE TO THE OTHER PARTIES FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUSINESS EXPENSE, MACHINE DOWN TIME, LOSS OF PROFITS, OR DAMAGE OR INJURY TO PROPERTY FOR ANY CLAIMS, DEMANDS OR DAMAGES ARISING OUT OF OR RELATED TO THE PERFORMANCE OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE USE OF LICENSED DATA BY ANYONE EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.0 Term and Termination

  1. This Agreement will commence with respect to an individual Data Licensee as of the last date of execution by each Data Vendor, the Data Licensee, and the UMD representative affirming the good standing of the Data Licensee.
  2. This Agreement will terminate upon the occurrence of any of the following:
    1. One or more Data Vendors or UMD gives written notice to Data Licensee of its breach of one or more obligations under this Agreement and Data Licensee's failure to cure its breach within thirty (30) days of receipt of notice of breach; or
    2. UMD notifies Data Vendors and Data Licensee that Data Licensee is not a member or affiliate member in good standing of the I-95 Corridor Coalition and Data Licensee fails to restore its good standing within thirty (30) days of receipt of notice; or
    3. A Coalition Member or its Subcontractor gives written notice to the Data Vendors and UMD that Subcontractor no longer has a need to access/use Licensed Data in which case this Agreement will terminate only with respect to the Subcontractor; or
    4. Data Licensee gives written notice to Data Vendors and UMD that it wishes to terminate this Agreement.
    Notices shall be provided to the addresses listed in Section 8.0 above.
    Except for the reasons stated above, this Agreement will remain in effect and will not terminate.
  3. Termination under section 11.0(b) (i) and (ii) will become effective upon expiration of the 30-day period if the breach has not been cured. Termination under Section 11.0(b) (iii) and (iv) will become effective immediately upon receipt of notice.
  4. In the event of termination of this Agreement:
    1. Data Vendor will cease to provide Licensed Data to Data Licensee; and
    2. Data Licensee will no longer be able to access Licensed Data maintained in archives and analysis tools at UMD; and
    3. Data Licensee must destroy any and all Licensed Data in its possession and certify their destruction to UMD within thirty (30) days of the effective date of termination

12.0 Representations and Warranties

  1. Data Vendors represent and warrant that all Licensed Data shall be original and unencumbered.
  2. Data Vendors represent and warrant that they either own the Licensed Data or are authorized by the owner(s) of Licensed Data to grant licenses to Data Licensees under this Agreement or that Licensed Data are in the public domain.

13.0 General

  1. The validity, interpretation and effect of this Agreement shall be governed by the laws of the state where Data Licensee is located without regard to its conflicts of laws rules when Data Licensee is an agency or instrumentality of state government.
  2. No Party may assign its rights or obligations under this Agreement, except with the prior written approval of the other Parties. Such approval will not be unreasonably withheld.
  3. This Agreement may be modified only by written agreement of authorized representatives of all Parties.
  4. This Agreement supersedes any previously executed agreement between Data Licensee and Data Vendor/s with respect to Licensed Data.
  5. Nothing herein shall be construed to create a partnership, joint venture, or teaming agreement between or among the Parties and nothing herein shall be construed to imply that any Party's employees are employees of another Party.
  6. The Parties shall use their best efforts to resolve any disagreement that arises out of this Agreement amicably.
  7. No provision of this Agreement shall be waived unless in writing and signed by all Parties to this Agreement. The waiver of any provision of this Agreement shall not be deemed to be a continuing waiver or the waiver of any other provision of this Agreement.
  8. If any one or more of the provisions contained in this Agreement is held to be invalid, illegal, or unenforceable in any respect for any reason, then such invalidity, illegality, or unenforceability shall not affect any other provision hereof or any other application of the affected provision.
  9. This Agreement, together with Attachment A (if applicable), embodies the entire understanding between and among the Parties. There are no contracts, understandings, conditions, warranties or representations, oral or written, express or implied, with reference to the subject matter hereof which are not merged herein.
  10. This Agreement may be executed in counterparts, all of which when taken together will be deemed one original. The Parties agree to accept digital delivery of this executed Agreement.

Signature page follows

By signing below, the Parties certify that they agree to the above terms and are duly authorized to bind their respective entities.

___________________________________________________________________________________________________________________________________

Data Licensee (agency, affiliate, subcontractor)

___________________________________________________________________________________________________________________________________

By: ___________________________ Date:___________________________
Name:

_________________________________________________________________________________
Title

_________________________________________________________________________________
Address

_________________________________________________________________________________
Name and Title of Primary Contact:

_________________________________________________________________________________
Telephone/Facsimile/E-mail

INRIX, Inc.

By: ___________________________ Date:___________________________
Name:

_________________________________________________________________________________
Title

HERE North America, LLC

By: ___________________________ Date:___________________________
Name:

_________________________________________________________________________________
Title

TomTom North America, Inc.

By: ___________________________ Date:___________________________
Name:

_________________________________________________________________________________
Title

University of Maryland Certification

University of Maryland hereby certifies that as of the date below, Data Licensee is a Coalition Member or affiliate in good standing, or a Subcontractor of a Coalition Member or affiliate in good standing.

By: ___________________________ Date:___________________________



Attachment A

Any Data License that is
a Subcontractor must provide the following information
About its Contract with a Member/Affiliate to "Establish Need to Know"

1. Name and address of Subcontractor/Data Licensee:

________________________________________________________________________________

2. Contractor from whom data is requested (check all that apply)

_____Inrix     _____Here North America     _____TomTom

3. Explain Why You Need Access to Licensed Data:

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

4. Prime Contract/Subcontract source: ___________________________________________________

5. Contract/Agreement Number: _______________________________________________________

6. Contract/Agreement Period of Performance:

From: ____________________ to: ________________________

7. Contract Information from Contracting Agency (Coalition Member/Affiliate):

Name: ___________________ Phone: _____________________

E-mail address:________________________________________

Subcontractor's authorized official certifies that the information provided above is current and accurate.


By: _____________________________________________ Date: ______________________

Name and Title: ______________________________________________________________

I-95 Corridor Coalition's Multi-State, Single-Provider Data Use Agreement VI (7/2009 – 7/2014)

Federal Highway Administration/INRIX National Performance Management Research Data Set Data Sharing License

National Performance Management Research Data Sharing License

As provided for in Contract No. DTFH61-17-C-00003 ("FHWA Contract") between the DOT/ Federal Highway Administration ("FHWA") and the University of Maryland ("UMD"), in which INRIX, Inc. ("INRIX") is a designated sub-contractor, INRIX grants AGENCY a non- exclusive, non-transferable, non-sublicensable (except as set forth in this agreement) license to use Data (identified below) for the Purpose (specified below) on the terms and conditions herein as evidenced by delivery of a copy of Data to Agency. Agency's use of the Data is evidence of the acceptance of the restrictions provided for in this license.

1. Identification of Data and Purpose

1.1 Data. Data refers to the National Performance Management Research Data Set provided by INRIX under the FHWA Contract. Data includes average travel time from vehicle probe data in three classifications: 1.) all vehicles, 2.) passenger vehicles, and 3.) freight trucks at a statistically significant sample size for both freight and passenger traffic for the following geographic coverage:

  • United States Interstate System;
  • NHS including NHS intermodal connectors;
  • Strategic Defense Network Roadways (STRHANET); and Border crossings on principal arterials.
  • Arterials within a five-mile radius on either side of the border at the top 20 United States/Canada Border Crossings as measured by average daily truck trips.
  • Arterials within a five-mile radius on either side of the border at the top six United States/Mexico Border Crossings as measured by average daily truck trips.

1.2 Purpose. AGENCY may use Data:

  • to support performance management activities such as creating performance indicators, measures and evaluations;
  • to disseminate summaries of the Data to the public consistent with the organizations' transportation planning, programming, management and operations responsibilities as they pertain to performance management activities;
  • in transportation planning and operational analyses, service and data quality validation analyses; and
  • in applications for Agency's internal business.
  • to provide a copy of a spreadsheet of the data used in developing a plan or capital program based in part or on performance measurement if requested for validation of decisional materials.

AGENCY may not use Data to make data sets or aggregated average travel time databases publicly available. For avoidance of doubt, the intent of this license is to enable AGENCY to provide summaries and statistics based on the Data but not to provide the Data in a form that would enable unlicensed parties to build databases of the Data.

2. License

2.1 Agency. Agency warrants that it is a State Department of Transportation or Metropolitan Planning Organization receiving federal transportation funds and is authorized by the US Federal Highway Administration to receive Data.

2.2 Contractors. Agency may grant contractors the right to use Data for work performed for Agency under the Purpose defined in this Agreement. Agency shall be responsible for the performance of its contractors and contractors must be bound to preserve the confidentiality and security of Data on terms at least as protective as those provided for in this Agreement. Agency may archive Data for an unlimited period of time for use only for the Purpose. Contractors must also execute this agreement, including completing Attachment A.

2.3 Restrictions. Agency shall not (a) sell or share Data with other public entities except as required to fulfill the Purpose; (b) sell, disclose or otherwise transfer Data to private parties except to contractors to the extent expressly permitted in Section 2.2; (c) disassemble, decompile, alter or otherwise reverse engineer Data; (d) combine, incorporate, utilize, or distribute Copies of Data with or in connection with any product or system which, alone or in combination with such Copies, infringes any other person›s or entity›s intellectual property rights or any other rights; (e) export from anywhere any part of Data or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations; or (f) use Data in any manner not expressly authorized herein.

2.4 Data Rights. INRIX represents and warrants that it has the right to grant all licenses granted by it hereunder. Agency acknowledges that INRIX, its licensors and suppliers: (a) owns or has the right to use all intellectual property rights in and to Data and (b) retain all such rights under this Agreement.

3. Fees

3.1 Fees. There is no fee payable by Agency to INRIX for Data described on the first page. Agency may agree with INRIX by written addendum for additional data to be provided for an agreed fee.

4. Term and Termination

4.1 Term. The term of this Agreement shall commence on the date of signature and continue through April 9, 2022, unless terminated as provided below ("Term").

4.2 Termination for Breach. Either party may terminate this Agreement by written notice (i) immediately upon material breach by the other party if such breach cannot be remedied, or (ii) if the other party fails to cure any material remediable breach within 30 days of receipt of written notice.

4.3 Termination for Bankruptcy. INRIX may terminate this Agreement immediately if any of the following events occur: (a) Agency's voluntary bankruptcy or application for bankruptcy; (b) involuntary bankruptcy or application for bankruptcy for Agency not discharged within 60 days; (c) appointment of receiver or trustee in bankruptcy for all or a portion of Agency's assets; (d) an assignment for the benefit of Agency's creditors.

4.4 Termination of FHWA or UMD Contract. This Agreement shall terminate upon the termination or expiration of either the FHWA or UMD Contract. While content received during the term of this license can continue to be used as provided for in this Agreement after termination or expiration of this Agreement, no additional data shall be licensed under this Agreement after termination or expiration of the FHWA or UMD Contract.

4.5 Survival. Sections 4.4, 7 & 8 and the second sentence of 2.4 shall survive termination or expiration of this Agreement.

5. Delivery & Quality

5.1 Delivery. Subject to acceptance of the terms in this Agreement, INRIX will make Data available as agreed with the FHWA and UMD.

5.2 Error Reporting. Agency shall promptly provide any information it learns concerning errors, problems, complaints, and related matters concerning Data to INRIX, without charge, for INRIX's unlimited use, including incorporation into Data. Agency shall not retain, acquire or assert any right, title or interest in or to Data or the intellectual property rights thereto based on the transfer of such information to INRIX or INRIX's use or incorporation of such information in Data or otherwise.

6. Copyright & Marketing

6.1 Copyright Notices. Agency shall conspicuously display INRIX's and its suppliers' copyright notices, marks and other proprietary rights legends ("INRIX Legends") as specified by INRIX, on Copies of Data, on on-screen displays, on splash and start-up screens, in the instructions (printed and electronic), and other written materials incorporating Data and distributed by or on behalf of Agency hereunder (collectively, "Collateral").

6.2 Attribution. In all instances where Data is used or where Collateral references Data, Agency shall attribute INRIX as the creator and source of origin of Data, and shall not in any way be misleading in that regard or represent or imply that Agency or any third-party is the creator or source of origin of Data. Agency shall further provide an acknowledgment of FHWA support and a disclaimer in any publication of any material, based on or developed using Data contract in the following terms:

"This material is based upon work supported by the Federal Highway Administration under contract number DTFH61-17-C-00003." "Any opinions, findings and conclusions or recommendations expressed in this publication are those of the authors and do not necessarily reflect the views of the Federal Highway Administration."

6.3 License of Marks. During the term of this Agreement, INRIX grants Agency a non-exclusive, non-transferable, non-sublicensable right to use the INRIX Marks as required under this Agreement. Agency must conspicuously indicate in any materials displaying the INRIX Marks that the INRIX Marks are registered trademarks or service marks of INRIX, as applicable. Nothing stated herein shall constitute a grant or other transfer to Agency of any right, title or interest in the INRIX Marks or any other intellectual property rights of INRIX. Agency's use of the INRIX Marks shall inure to the benefit of INRIX. Upon termination or expiration of this Agreement for any reason, Agency shall immediately cease all use of INRIX Marks.

7. Confidentiality. Each party agrees that all business, technical and other information it obtains from the other is the confidential property of the disclosing party ("Confidential Information"). The receiving party will hold in confidence and not disclose any Confidential Information of the disclosing party, other than to its parent company and affiliates. Upon termination of this Agreement or request of the disclosing party, the receiving party will return or destroy (and certify such destruction) all Confidential Information of such disclosing party. The receiving party shall not be obligated with respect to information the receiving party can document: (a) is or has become readily publicly available without restriction through no fault of the receiving party; or (b) is received without restriction from a third-party lawfully in possession and empowered to disclose such information; or (c) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (d) was independently developed by the receiving party without access to such Confidential Information; or (e) is required to be disclosed by law or order of court of competent jurisdiction.

8. Disclaimer/Limitation of Liability.

8.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DATA IS PROVIDED "AS IS" AND INRIX MAKES NO REPRESENTATIONS OR WARRANTIES. INRIX EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, INRIX DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF DATA OR ANY OTHER MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

8.2 Except as otherwise provided and to the maximum extent permitted by law, the liability of both parties shall be limited to direct damages only, thus excluding liability for any other damages such as indirect, special, incidental, or consequential or punitive damages (including but not limited to lost profits, lost data, lost revenue, lost savings, lost business and loss of goodwill).

8.3 In no event shall INRIX's aggregate liability with respect to any matters whatsoever arising under or in connection with the Agreement exceed $50. Agency acknowledges and agrees that the fees and allocation of the risks (as expressed in the indemnities and the limits on warranties, liabilities, damages and remedies) contained herein reflect the economic basis of this Agreement, in the absence of which this Agreement would not have been made.

9. Other Provisions

9.1 General. This Agreement is the entire agreement between the parties regarding the subject matter hereof. It supersedes all prior oral or written communications, representations, and agreements of the parties relating thereto. This Agreement may be modified or amended only by a written instrument duly executed by the parties.

9.2 Waiver. No waiver will be deemed effective unless set forth in writing and signed by the party charged with such waiver, and no waiver of any right arising from any breach will be deemed to be a waiver or authorization of any other breach or of any other right arising under this Agreement.

9.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions hereof shall be unaffected thereby and remain valid and enforceable as if such provision had not been set forth herein. The parties agree to substitute for such provision a valid provision that most closely approximates the intent of such severed provision.

9.4 Governing Law. This Agreement shall be construed and governed by the substantive laws of the State of Illinois without giving effect to the conflict of laws provisions unless the state law applicable to AGENCY or the rules applicable to AGENCY requires the application of such state law in which case such state law shall apply. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement.

9.5 Assignment. The rights and obligations of each party under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of the other party, which consent will not be unreasonably withheld, except that INRIX may assign this Agreement to a parent, subsidiary, or any entity that acquires substantially all of its stock, assets or business.

9.6 Notices. All notices under this Agreement must be in writing and delivered by hand, fax or nationally recognized overnight courier at the addresses set forth on the cover page, or at such other address as either party shall have furnished to the other in writing. Such notices shall be effective (a) if sent by overnight courier, two business days after mailing, and (b) if sent otherwise, upon receipt.

9.7 Force Majeure. INRIX shall not be liable to Agency for a failure to perform any of its obligations under this Agreement, due to circumstances beyond its reasonable control, provided it notifies Agency of the delay.

9.8 Relationship. This Agreement is between INRIX and Agency. No third-party beneficiaries are intended. In connection with this Agreement each party is an independent contractor and as such does not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose.

9.9 Agency agrees Data is a "commercial item" as that term is defined at 48 C.F.R. ("FAR") 2.101, licensed in accordance with this License, and each copy of Data delivered or otherwise furnished shall be treated and marked (or embedded as appropriate) with the following "Notice of Use":

Notice of Use Contractor (Manufacturer/Supplier) Name: INRIX, Inc. Contractor (Manufacturer/ Supplier) Address: 10210 NE Points Drive, Suite 400, Kirkland, WA 98033

The Licensed Data is a commercial item as defined in FAR 2.101 and is subject to the Data Sharing License under which the Data was provided.

Attachment A

Any Data Licensee that is a Subcontractor must provide the following information About its
Contract with a Member/Affiliate to "Establish Need to Know"

1. Name and Address of Subcontractor/Data Licensee:

_________________________________________________________________________________

2. Explain why You Need Access to Licensed Data:

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

3. Prime Contract/Subcontract Source __________________________________________________

4. Contract/Agreement Number _______________________________________________________

5. Contract/Agreement Period-of-Performance:

From:____________________ to:____________________

6. Contact Information from Agency:

Name:__________________________________ Phone:_________________

E-mail Address:_________________________________________________

Contractor's authorized official certifies that the information provided above is current and
accurate.

By:__________________________________ Date:_________________

Name and Title:______________________________________________

Waze Connected Citizens Program Agency Agreement

Waze frequently updates the terms and conditions of their Connected Citizens Program. They have multiple license agreements, including one for researchers, one for a one-way agreement, and another for a two-way agreement. An example of their two-way agreement from 2015 can be viewed here: http://arlington.granicus.com/MetaViewer.php?view_id=&clip_id=3099&meta_id=142727.

Office of Operations