Compiled Records License Agreement
Revised September 28, 2012
conditions of this Agreement shall be effective unless it is in writing and signed by both
parties, with the exception of changes in contact persons as detailed in Article VII and
Attachment C of this Agreement and periodic fee changes set out in Attachment A.
D. Counterparts. This Agreement is to be executed in duplicate originals, and each duplicate
shall be deemed an original copy of the Agreement for all purposes.
E. Headings. The table of contents and headings used herein are for reference and convenience
only and shall not enter into the interpretation hereof unless otherwise specified herein.
F. Severability. If any court of competent jurisdiction shall for any reason hold any section or
provision of this Agreement invalid or unconstitutional, such portion shall be deemed a
separate, distinct, and independent provision and shall not affect the validity of the remaining
portions of this Agreement.
G. Governing Law and Situs. This Agreement shall be governed in all respects by the law of the State
of Arkansas, and venue for any action hereunder shall be in Pulaski County, Arkansas.
H. Conflict of Authority. If any provision of this Agreement shall be deemed in conflict with any
statute or rule of law, such provision shall be deemed modified to conform to said statute or rule of
I. Other Laws. To the extent the data obtained under this Agreement are subject to other laws,
statutes, court rules, administrative rules, or regulations, either federal or state, that govern the use
of the data, the provisions of those other laws, statutes, court rules, administrative rules, or
regulations, either federal or state, shall apply to the data.
J. Indemnification. LICENSEE shall defend, indemnify, and hold harmless the State of Arkansas,
AOC, and officials, officers, employees, and agents of either of them, from all loss, risk of loss,
and damages (including expenses, costs, and attorney fees) sustained or incurred by them or any
of them as the result of the assertion of any claim, demand, suit, action, judgment, or execution for
damages of any kind and by whomever and whenever made or obtained, that result directly or
indirectly from LICENSEE'S performance under this Agreement.
K. Status of Parties. The parties hereto, in the performance of this Agreement, will be acting in their
individual capacities and not as agents, employees, partners, joint venturers, or associates of one
another. The employees or agents of one party shall not be deemed or construed to be the
employees or agents of the other party for any purpose whatsoever.
L. Non-Exclusive Agreement. This Agreement is non-exclusive. During the term of this
Agreement, the AOC reserves the right to enter into agreements with other parties as it deems fit.
M. Waiver. The failure of either party to enforce any term of this Agreement on one or more
occasions will not constitute a waiver of the rights or remedies of either party to enforce such term
or any other term of this Agreement on any other occasion. No term or condition of this Agreement
shall be held to be waived, and no breach excused, except by a written instrument signed by the
parties hereto. Waiver of any breach of any term or condition of this Agreement shall not be
deemed a waiver of any prior or subsequent breach.
N. Survival. The provisions of Sections III.A.4 thru III.A.6, III.A.8 , III.A. 9, III.B.5, III.C thru III.D,
IV.A, V.A.1 thruV.A.3, V.B.3 ,V.B.4, V.B.6, V.C.7, V.C.9, V.C.11, VI.A, VI.B, VI.D, VI.I, IX.F,
IX.G, and IX.M of this Agreement shall survive the termination of this Agreement.
O. Availability of State Funds. All payments made to AOC by LICENSEE are deposited by AOC in
the Fine Collection Enhancement Fund. The performance of AOC's duties under this Agreement
is subject to the availability of the moneys in that Fund or of other State funds to enable it to
perform those duties.
P. Legal Authority. If at any time for any reason AOC concludes, or it is determined by a court of
competent jurisdiction, that AOC was without authority to enter into this Agreement, this
Agreement will terminate, without further obligation or liability to LICENSEE by the State of
Arkansas, AOC, or any official, officer, employee, or agent of either.