 1 February 1999 Mr. Jack Kelly,
Jr. Re: Training/Education Web Agreement Dear Jack, I was pleased to learn that legal counsel for NOAA has approved the Training/Education Web Agreement (the Agreement) between UCAR and the National Weather Service (NWS) which will facilitate the education and training of meteorologists and hydrologists through the use of NWS materials on the MedEd Website. I am pleased to forward to you duplicate originals of the Agreement for your signature, and wanted to extend our appreciation for the dedicated efforts of NWS in bringing this Agreement to fruition. As you may know, the copyright clearance function of the Agreement provides a valuable service to UCAR. The COMET training and education materials could not be created or disseminated to operational forecasters without NWS' commitment to ensure that the materials it provides for the MetEd Website are authorized for UCAR's use. We especially wish to thank each of the individuals identified in Article 9.1 of the Agreement for their commitment in obtaining any and all necessary authorizations for UCAR to use copyrighted materials, or to otherwise notify UCAR when such authorizations cannot be obtained. Please sign both of the original Agreements and return one fully-executed original to me for UCAR's files. I look forward to continuing our work with NWS under this Agreement and to furthering our mutual goal of educating and training meteorologists. And, thank you for your assistance in concluding this matter. Best regards,
Timothy C. Spangler,
PhD Enclosures: Duplicate originals of the Training/Education Web Agreement cc: Halina Dziewit,
UCAR
Training/Education
Web Agreement THIS Agreement having an effective date of ___5 March_________, 1999 ("Effective Date") is made by and between the University Corporation for Atmospheric Research, ("UCAR"), a Colorado corporation, with principal offices located at 3300 Mitchell Lane, Suite 320, Boulder, Colorado 80301 and the National Weather Service ("NWS"), an agency of the United States Government. NWS and UCAR may be alternately referred to as party, individually, or parties, collectively. RECITALS WHEREAS, UCAR and the NWS have a Cooperative Agreement ("CA") in place in which the Cooperative Program for Operational Meteorology, Education and Training ("COMET") Program provides professional education to operational forecasters; WHEREAS, the NWS has an Operation Training Branch for radar training in Norman, Oklahoma; WHEREAS, the NWS has Regional Offices in Bohemia, New York, Anchorage, Alaska, Honolulu, Hawaii, Salt Lake City, Utah, Ft. Worth, Texas and Kansas City, Missouri, and Offices of Meteorology, Hydrology, Systems Development and System Operations in Silver Spring, Maryland; WHEREAS, the NWS operates a Training Center in Kansas City, Missouri; WHEREAS, the NCEP operates Centers for Environmental Prediction in Camp Springs, Maryland, Kansas City, Missouri, Miami, Florida, and Norman, Oklahoma; WHEREAS, UCAR’s COMET Program operates a center for advanced education for meteorologists and hydrologists; WHEREAS, UCAR’s COMET Program maintains its own WebSite which includes a number of pages dedicated to training and education; WHEREAS, the parties, collectively, desire to facilitate the education and training of meteorologists and hydrologists; WHEREAS, NWS and UCAR recognize the growing value that the world-wide web can play in educating and training meteorologists and hydrologists; WHEREAS, UCAR desires to permit the NWS to load NWS materials onto the UCAR WebSite for the purpose of disseminating information via the Internet for training and educating meteorologists and hydrologists; WHEREAS, the above parties desire to enter into an understanding regarding the above. NOW, THEREFORE, the parties agree as to the following: ARTICLE I - DEFINITIONS For the purposes of this Agreement, the following terms shall have the below-recited definitions: 1.1 "Internet" shall mean the large world-wide network made up of a number of smaller interconnected networks. 1.2 "WebSite" shall mean a series of files, sharing a common subject matter, that cumulatively comprise the HTML, images, text, and other forms of information. 1.3 "World Wide Web" shall mean the entire collection of WebSites available for public access on the Internet. 1.4 "Page" shall mean one continuous screen of information (including images and text) displayed on the World Wide Web that may or may not exceed the length of a single screen size. 1.5 "Material" shall mean those training materials provided by the NWS, including images, data, text, and other forms of information used to train and educate forecasters in atmospheric and weather-related fields, including such materials which may be displayed on the UCAR WebSite. ARTICLE II: TERM 2.1 This Agreement shall commence on the Effective Date stated herein and expire with the termination of the COMET Program’s CA or CA funding from the NWS. ARTICLE III: ENDORSEMENT 3.1 No press releases, advertising or other publicity shall be made by NWS, or any NWS Affiliate or reference to the terms: University Corporation for Atmospheric Research, UCAR, University Corporation for Atmospheric Research Foundation, UCARF, National Center for Atmospheric Research, NCAR, or any UCAR Affiliate, which endorses or implies endorsement of the Material, or any component thereof, unless otherwise agreed to, in writing, by UCAR hereto. ARTICLE IV: OWNERSHIP 4.1 NWS warrants, to the best of its knowledge, information and belief the originality of its Material and that UCAR’s use and/or placement of the Material on UCAR’s WebSite will not infringe upon any property right held by NWS or a third party on the Material, or any derivative works thereof. 4.2 NWS agrees to refrain from providing Material to UCAR for installation on UCAR’s WebSite that violates the provisions of Article 4.1 above. UCAR reserves the right, in its sole discretion, to refuse to install any or all of the Material on its WebSite should it have a reasonable concern as to the ownership of Material in whole or part. If requested, NWS shall provide written certification to UCAR as to its ownership of the Material called into question. ARTICLE V: SUPPORT SERVICES 5.1 The COMET Program shall provide continuous support for the Materials on the UCAR WebSite. Support includes: any changes in the text of the WebSite NWS chooses to make; elimination or blocking out of particular pages; and necessary repairs should the UCAR WebSite malfunction. ARTICLE VI: TERMINATION 6.1 Subject to Article 2.1, either party may terminate this Agreement at any time during the term stated herein and without cause provided the terminating party gives the terminated party thirty (30) days written notice. The date of termination shall be effective thirty (30) days from the date of the notice. In the event of termination by either party, UCAR shall remove NWS Materials from its WebSite. ARTICLE VII: GRANT OF RIGHTS 7.1 No license under any patent, trademark, copyright, trade secret or other intellectual property right is either granted or implied by this Agreement. 7.2 Any and all proprietary notices on any Material shall remain intact and UCAR shall not alter or remove any existing notice. 7.3 NWS, commensurate with this Agreement, grants to UCAR a nonexclusive, worldwide, fully paid-up right to access, link to and use the Material, create derivative works, publish, distribute, disseminate, sell, license, sublicense, transfer, or in any manner alter, modify, revise, crop, copy (an unlimited number of times), edit, digitize, and authorize such uses for third parties for any non-profit training, research or educational purpose whatsoever and not for any direct or indirect commercial purpose or advantage. ARTICLE VIII: WARRANTY 8.1 Except as expressly set forth in this Agreement, UCAR MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UCAR WEBSITE. 8.2 UCAR WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE USE OF THE UCAR WEBSITE. ARTICLE IX: OTHER PROVISIONS 9.1 Any notice required or permitted to be given under this Agreement shall be in writing and shall be either transmitted by facsimile or deposited in the United States Mail, certified and return receipt requested with postage prepaid, and addressed as follows:
Director,
NWS Training Center Director,
NWS Operational Support Facility Director,
The COMET Program Director,
NWS Eastern Region Director,
NWS Alaskan Region Director,
NWS Pacific Region Director,
NWS Western Region Director,
NWS Central Region Director,
NWS Southern Region Director,
Office of Hydrology Director,
Office of Meteorology Director,
Office of Systems Development Director,
Office of System Operations Director,
National Centers for Environmental Prediction or such other party as may be designated, in writing, via notice to the other. Any such notice shall be deemed received on the day such notice is actually received. 9.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and their permitted assigns. This Agreement may not be assigned, transferred or hypothecated, in whole or in part, by either party except by UCAR to UCAR Affiliates, by NWS to NWS Affiliates or with the prior written consent of the non-assigning party, which consent may be withheld by such party in its sole and absolute discretion. 9.3 The express waiver by either party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement nor shall a waiver of one provision, condition or requirement constitute a waiver of the remaining provisions, conditions or requirements. Any delay or omission by either party to exercise any right or remedy under this Agreement shall not be construed to be a waiver of any such right or remedy, or a waiver of any other available right or remedy hereunder. All the rights of either party under this Agreement shall be cumulative and may be exercised separately or concurrently. 9.4 This Agreement constitutes the entire understanding between the parties pertaining to the subject matter hereof, and supersedes all proposals, or prior and contemporaneous agreements of the parties regarding such subject matter, except for any agreements or understandings specifically incorporated herein. 9.5 No amendment or modification of this Agreement shall be valid unless made in writing and signed by duly authorized representatives of each party. Captions used in this Agreement are included for the convenience of the parties only and shall be disregarded in interpretations of this Agreement. The signatories to this Agreement warrant that they are authorized to sign on behalf of the parties identified herein. 9.6 The obligations or rights, as appropriate, recited in Articles III, IV, VII, VIII and IX, as appropriate, shall survive the expiration and/or termination of this Agreement. 9.7 If any provision of this Agreement is held invalid or unenforceable for any reason, the parties agree that such invalidity shall not affect the validity of the remaining provisions of the Agreement. 9.8 The parties acknowledge that a facsimile signature is fully binding and constitute a legal method of executing this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 9.9. This Agreement was entered into in the State of Colorado, and its validity, construction, interpretation and legal effect shall be governed by the laws and judicial decisions of the United States. UCAR and NWS expressly agree that any action at law or in equity arising under this Agreement shall be filed only in the United States District Court for the District of Colorado or the United States Court of Claims.
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