AIA Document C106–2013 serves as a licensing agreement between two parties who otherwise have no existing licensing agreement for the use and transmission of digital data, including instruments of service. AIA Document C106–2013 defines digital data as information, communications, drawings, or designs created or stored for a specific project in digital form. C106 allows one party to (1) grant another party a limited non-exclusive license to use digital data on a specific project, (2) set forth procedures for transmitting the digital data, and (3) place restrictions on the license granted. In addition, C106 allows the party transmitting digital data to collect a licensing fee for the recipient’s use of the digital data. For all document details and a record of changes, see the summary »
Date. The date represents the date the Agreement becomes effective. It may be the date an original oral agreement was reached, the date the Agreement was originally submitted to the Transmitting Party or the Receiving Party, the date authorizing action was taken or the date of actual execution. Digital Data should not be transmitted prior to the effective date of the Agreement.
Parties. Parties to this Agreement should be identified using the full address and legal name under which the Agreement is to be executed, including a designation of the legal status of both parties (sole proprietorship, partnership, joint venture, unincorporated association, limited partnership or corporation [general, limited liability, close or professional], etc.). Telephone numbers, and electronic addresses to which Digital Data can be transmitted, should also be stated.
Project. Describe the Project by including (1) the official name or title of the facility, and (2) the location or address, if known.
Article 1 – General Provisions
§ 1.2 It is important to note that this agreement is not intended to establish any other contractual relationship between the parties except for the specific purpose of licensing the use of Digital Data for use on the Project.
§ 1.3.1 Confidential Digital Data is a subset of Digital Data that the Transmitting Party has identified as “confidential.” The Transmitting Party may make such identifications in the subject line of an email message attaching a file containing Confidential Digital Data, or may embed the identification in the file itself. Designating Digital Data as “confidential” allows the parties to protect different types of sensitive business information or practices, as well as intellectual property, from disclosure or use beyond that required in furtherance of the Project.
Article 2 – Transmission of Digital Data
§ 2.2 Because Digital Data may be subject to copyright protection or considered confidential or business proprietary, AIA Document C106 requires that the Transmitting Party identify itself as having the right to transmit Digital Data or Confidential Digital Data to the Receiving Party. Therefore, the Transmitting Party warrants that it is the copyright owner, or has permission from the copyright owner to transmit Digital Data, or is authorized to transmit Confidential Digital Data for its use on the Project.
§ 2.3.1 Due to the potential for damages that might arise from the disclosure or subsequent use of Confidential Digital Data, the Receiving Party agrees to keep such information confidential and not to disclose it other than in certain circumstances outlined in Section 2.3.1. These circumstances include situations where the Receiving Party is compelled by lawful court order or other similar compulsory legal process to disclose the Confidential Digital Data. Section 2.3.1 also permits disclosure to others on the project so they may perform their work or services, so long as they are subject to the same disclosure restrictions set forth in this agreement.
§ 2.4 AIA Document C106 conveys a nonexclusive limited license to use Digital Data in accordance with the terms and conditions set forth in the agreement. C106 is not an agreement for the sale or assignment of any rights in the Digital Data or in the software used to generate it. To use the software used to generate the Digital Data, the Receiving Party must possess a license from the software provider.
Article 3 – License Conditions
In this section, the parties should identify all rights or restrictions relating to the Receiving Party’s use of the Digital Data, as well as requirements for data format, transmission method or other conditions on data to be transmitted.
Article 4 – Licensing Fee or Other Compensation
Digital Data may contain valuable intellectual property for which the Transmitting Party may be entitled to compensation. There may also be costs associated with the preparation or transmittal of the Digital Data for which the Transmitting Party should be compensated. This section provides a space where the parties can set forth agreed-upon compensation and reimbursement.
Article 5 – Digital Data
Digital Data can be a broadly applicable term, however, the terms of this agreement may only apply to certain types, or limited subsets, of Digital Data (i.e. electronic versions of the Architect’s Instruments of Service). Accordingly, Article 5 allows the parties to specifically identify the Digital Data for purposes of this agreement.
Executing the agreement.
The persons executing the Agreement should indicate the capacity in which they are acting (i.e., president, secretary, partner, etc.) and the authority under which they are executing the Agreement. Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached.
Modifications. Particularly with respect to professional or contractor licensing laws, building codes, taxes, monetary and interest charges, arbitration, indemnification, format and font size, AIA Contract Documents may require modification to comply with state or local laws. Users are encouraged to consult an attorney before completing or modifying a document.
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