16.08[2] Form: License Agreement
OEM SOFTWARE LICENSE
Business Terms
__________, a __________ corporation ("Supplier"), licenses the customer
identified below ("Licensee") to copy, market and distribute the computer
programs and related documentation identified below (the "Software") for use
with the equipment identified below (the "Equipment") in the territory specified
below (the "Territory"). This License will last for a term of twenty-five (25)
years from the Effective Date noted below and is subject to all the attached
terms and conditions (the "Terms and Conditions").
1. The Software and License Fees.
The Software consist of the following and related user documentation in the form
available for distribution on the Effective Date set forth below: ProductVersion
Initial License Fee
Per-Copy License Fee________________________________________
2. Payments due Supplier.
Total Initial License Fees
U.S. $ ______________
Documentation Reprint Fees for Software Products listed above______________
Adaptation Fee______________
TOTAL INITIAL FEES
U.S. $ ______________
The TOTAL INITIAL FEES are due as follows:
50% on execution of this License, 25% on delivery of the Software and 25% on
acceptance of the Software.
in ________ equal installments of U.S. $ ________, due each ________ beginning
on or before ________.
Licensee will report and pay Per-Copy License Fees quarterly as provided in the
Terms and Conditions, but the Total Initial License Fees for each Software
Product will be credited against Per-Copy License Fees for that Software Product.
3.The Equipment.
Name: ___________________________________
Manufacturer: _____________________________
Microprocessor or other Central Processing Unit:_____________________
Operating System(s): _______________________
Architecture (describe): ______________________________________
Payment of the fees shown above entitles Licensee to copy, market and distribute
the Software only for use with the Equipment or other hardware approved in
writing for that purpose by Supplier, which will not unreasonably withhold its approval.
4. Adaptation.
Unless an Adaptation Fee is noted above and is timely paid by Licensee, the
Software will be supplier's standard product, the Licensee will perform any
necessary adaptation to the Equipment.
5. The Territory.________________________________________________
6. Delivery.
Subject to the Terms and Conditions, Supplier will deliver the Software in
object code form as follows: ProductVersion
Delivery Period (days)
Delivery Medium
Delivery Format_______________________________________________________________________________________________________________________________________
_____________________________________________ _____________________________________________
Supplier will use diligent efforts to deliver each Software Product before
expiration of the appropriate Delivery Period, which will begin on the later of:
(a) execution of this License by both parties, or (b) Supplier's receipt of
Licensee's first payment.
THIS LICENSE WILL BECOME EFFECTIVE ONLY UPON EXECUTION BY AN AUTHORIZED
REPRESENTATIVE OF SUPPLIER.
THE FOLLOWING EXHIBITS AND ADDENDA ARE PART OF THIS LICENSE:ItemTitle
Exhibit A
Software Product Description
Exhibit B
Software License Agreement
EFFECTIVE DATE OF THIS LICENSE: ____________________("Supplier")
Initial Address for Notice:
By: _______________
Name: _____________
(Please Print)
Title: _____________
Attn: _______________
(Please Print)
Fax: (____)________________
Initial Address for Notice:("License")
By: _______________
Name: _____________
(Please Print)
Title: _____________
Attn: _______________
(Please Print)
Date: _____________
Fax: (____)___________
Invoice Address (if different):___________________Attn:______________
Fax: (____)_________
TERMS AND CONDITIONS OF OEM SOFTWARE LICENSE
1. Term. Unless terminated earlier as provided below, this License will
terminate automatically on the twenty-fifth (25th) anniversary of the Effective Date.
2. Software. The term "the Software" includes, and this License governs, the
object code for all computer programs and any related documentation and
information provided by Supplier. The Software is as described in any Exhibits
attached to this License and otherwise consists of Supplier's standard products
as of the Effective Date.
3. License. Supplier grants Licensee a nonexclusive, nontransferable license
throughout the Territory to copy, market and distribute the Software in object
code form only and only for use with the Equipment or other hardware approved in
writing for that purpose by Supplier, and to sublicense the Software for that
use, subject to the following:
(a) Reports and Payment. Licensee will make all reports and payments to Supplier
as provided in this License.
(b) Sublicensing and End-Users. Copies of the Software may be distributed to
end-users only if they have executed written end-user sublicense agreements with
Licensee. Each written sublicense agreement will provide substantially the same
protection of Supplier's interests as the Software License Agreement in Exhibit B.
(c) User Documentation. Licensee may copy for distribution the user
documentation for the Software Products listed on the face page of this License
only if a Documentation Reprint Fee is shown on the face page of this License
and Licensee has paid that fee to Supplier. Unless otherwise agreed in writing,
Licensee will have no right to prepare, use, copy, market or distribute any
translation of the User Documentation for any part of the Software into a
language other than the English language.
(d) Use by Licensee. Licensee may make and use no more than ten (10) copies of
the Software for promotional, demonstration and other purposes incidental to its
copying for distribution, marketing and distribution of the Software. This
License gives Licensee no right to make productive use of the Software for its
own internal purposes.
(e) Distribution through Intermediaries. Licensee may permit others to
distribute copies of the Software to end users who have executed Licensee's
written sublicense agreements but may not permit any third party to copy all or
any part of the Software, including the user documentation.
(f) Serialization. Licensee agrees to include version, release and serial
numbers embedded in the object code for each copy of each Software Product it
produces, as instructed by Supplier or as mutually agreed.
(g) Notices. Licensee will include copies of a notice regarding proprietary
rights approved in writing by Supplier in all copies of the Software that
Licensee distributes, as follows: (i) embedded in the object code; (ii) on the
title page of all documentation; (iii) on labels attached to tape reels,
diskettes and other recording media; (iv) on the covers for tape reels,
diskettes and other recording media; and (v) on covers and binders for all
documentation. Licensee's performance of this obligation is a condition of
Supplier's authorization of Licensee's distribution of copies of the Software.
Object code provided by Supplier will have an appropriate notice embedded in it.
An acceptable notice would be as follows:
"Copyright ( 199x ________ [Supplier's full legal name]. All rights reserved.
This program or documentation contains confidential information and trade
secrets of ________ [Supplier's full legal name]. Reverse compiling,
disassembling, other reverse engineering and modification of object code are
prohibited. Use, copying and disclosure are subject to a written license
agreement with ________ [Supplier's full legal name]."
Unless Supplier otherwise instructs, the year 199x is the year during which the
release of the Software containing the notice is first issued by Supplier. If
this year is not indicated in the documentation, Supplier will supply it upon request.
(h) No Modification or Reverse Engineering. Licensee will not attempt to modify,
reverse compile, disassemble or otherwise reverse engineer the object code for
the Software.
4. Warranty. For a period of ninety (90) days after the Effective Date:
(a) Limited Warranty. Supplier warrants only that the latest release of the
Software delivered to Licensee by Supplier and running on the Equipment will
meet and comply in all material respects with Supplier's most current user
documentation for the Software as of the Effective Date and with the description
(if any) attached as an exhibit to this License.
(b) Remedy. During the warranty period, Supplier will use its best efforts to
supply an avoidance procedure within fifteen (15) days and to supply a
correction within ninety (90) days for any defect or error in the Software
following receipt of notice thereof from Licensee, as long as the notice is
accompanied by documentary evidence in a mutually agreeable form that permits
the defect or error to be demonstrated in the Software on the Equipment on
Supplier's premises.
(c) Notification of Defects or Errors. Supplier agrees to inform Licensee of
defects or errors in the Software discovered by Supplier or reported by others
within a reasonable time after their discovery by or reporting to Supplier, and,
at Licensee's request, to perform the obligations set forth in subparagraph (b)
above with respect to those defects or errors.
(d) Limitation. Under the warranty set out above, Supplier accepts no
responsibility for all or any part of the Software that has been modified since
delivery unless Supplier has reviewed the modifications, has determined that
they constitute valid corrections of the Software and has approved them in
writing. Supplier will in any event be free to use, copy, modify, and distribute
any modifications of the Software so approved for Supplier's normal business
purposes in all versions of the Software, without payment or obligation to Licensee.
5. Maintenance.
(a) Notification or Defects or Errors. For ________ years after the expiration
of the warranty period provided above, Supplier agrees to notify Licensee of
defects or errors in the then most current version of the Software used by
Licensee within a reasonable time after their discovery by or reporting to
Supplier. If so requested, Suppliers agrees to use diligent efforts to supply an
avoidance procedure and a correction for those defects or errors at a reasonable
price to be mutually agreed upon in each individual case.
(b) Updates. For ________ years after the expiration of the warranty period
provided above, Supplier will make available to Licensee, at Supplier's then-
standard prices and upon Supplier's then-standard terms and conditions,
Supplier's standard updates for the Software that Supplier makes available to
its customers generally.
6. LIMITATIONS AND DISCLAIMERS OF WARRANTY. THE FOREGOING WARRANTIES ARE FOR
LICENSEE'S EXCLUSIVE BENEFIT AND ARE NONTRANSFERABLE. THE FOREGOING WILL BE
LICENSEE'S EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY BY SUPPLIER. SUPPLIER
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING IMPLIED
WARRANTIES OR MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. SUPPLIER
DOES NOT PROMISE THAT THE SOFTWARE WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.
7. Additional Services. Supplier will consider Licensee's requests for
additional services not required by this License, such as installation,
consulting, modification and training. If Supplier agrees to provide these
services, it will do so at its standard rates and under its standard terms and
conditions then in effect. Supplier may change its standard rates and/or terms
and conditions on thirty (30) days' prior notice to Licensee, but changes will
not apply to any project undertaken by Supplier before the changes become effective.
8. New Releases. From time to time Supplier may provide new releases of any
Software Product containing corrections of errors then available, but Supplier
will have no obligation to do so.
(a) During Warranty Period. If provided during the warranty period, new releases
containing only corrections of errors will be provided without additional
charge, but Supplier may impose a charge for new releases that in Supplier's
opinion contain other modifications, improvements or new material.
(b) Service. For ________ years after the expiration of the warranty period
described above, Supplier agrees to make available to Licensee an annual
maintenance service for the then-current release of the Software, to the extent
Supplier makes such a service available to its customers generally. Supplier
will provide any such service at Supplier's then-prevailing price for that
service, which will not exceed ________% of Supplier's then-prevailing OEM list
price (for unit quantities) of the Software Products covered. The terms and
conditions of this service will be the same as those Supplier offers to its
customers generally.
(c) Licensee's Duties. Licensee agrees to use diligent efforts to provide all
its sublicensees with all new releases and corrections that Supplier may provide
without additional charge.
9. Delivery and Acceptance. Supplier will use diligent efforts to deliver the
Software as provided in the Business Terms of this License. Each Software
Product will be deemed accepted thirty (30) days after delivery unless Licensee
first gives Supplier notice of a material noncompliance under Paragraph 4(a),
specifying the nature of the noncompliance. If Licensee gives that notice, the
Software product will be deemed accepted on the seventh (7th) day after Supplier
has delivered a revised version of it unless Licensee gives Supplier notice
before then that all material noncompliances reported by Licensee have not been
cured. Nonmaterial errors will not affect acceptance, but Supplier will provide
warranty or maintenance service for them as provided above.
10. Payment and Reports. Licensee agrees to pay Supplier the Total Initial Fees
as shown on the face page of this License. Licensee also agrees to report and
pay Per-Copy License Fees for each copy of all or any part of any Software
Product distributed by or for Licensee, as follows:
(a) Reporting. Within thirty (30) days after the end of each calendar quarter,
Licensee will send Supplier a written report on the distribution of all copies
of the Software during the quarter.
(b) Contents of Report; Payments. Each report will specify (i) the number of
copies distributed and Per-Copy License Fees, itemized by each type and model of
the Equipment or other hardware and by Software Product; (ii) the total
applicable Per-Copy License Fees; (iii) the amount of any unused Initial License
Fees; and (iv) the net amount (if any) due Supplier with respect to Per-Copy
License Fees after credit for unused Initial License Fees. Licensee agrees to
pay that net amount by the time the report is due.
(c) Form of Payment. Unless otherwise specified on the face page, all payments
will be in United States dollars and will be made by check or by wire transfer
to a bank account specified by Supplier.
(d) Duties, Taxes and Similar Charges. Licensee on demand will pay or reimburse
Supplier for all duties, sales and use taxes, other taxes and other charges
relating to the Software, this License or payments hereunder imposed by the
United States and their political subdivisions, with the sole exception of taxes
on Supplier's income.
(e) Late Payments. Late payments (i) will incur a late charge of 1.5% after
seven (7) days of delinquency and (ii) will accrue interest from the date due
until paid in full at a floating yearly rate equal to three percent (3%) plus
the prime rate for short-term unsecured commercial loans announced from time to
time by ________ Bank, or (if lower) the highest rate permitted by law.
11. Record Keeping. License agrees to make the following records and to keep
them for a period of at least three (3) years:
(a) Copies of Reports. Copies of all reports to Supplier and copies of original
agreements, bills and invoices containing the information needed to prepare them.
(b) Customer Lists. Records of (i) the name, address and telephone number of
each customer to whom or to which any part of the Software is distributed by or
for Licensee, (ii) the name of an individual contact if the customer is an
organization, (iii) the serial number(s) of each copy distributed to each person
and (iv) copies of all sublicense agreements, showing all parties' signatures.
12. Audits. Supplier will have the right, at least once per calendar year during
the term of this License and for three (3) years thereafter, to have independent
certified public accountants reasonably acceptable to Licensee audit all records
that this License requires Licensee to make and keep. All audits will be begun
upon at least forty-eight (48) hours' prior notice. Supplier will pay the
auditors' fee, but if any audit shows a shortfall of more than 5% in any
quarterly payment as reported or paid to Supplier, Licensee will pay that fee.
All audits will be in confidence, and the auditors will disclose to Supplier
only the information necessary to verify payments due, and not Licensee's
customer lists.
13. Proprietary Rights Indemnification. Supplier will indemnify Licensee against
any claim that the Software as delivered by Supplier infringes any third party's
patent, copyright or trade secret under the laws of the United States.
Supplier's obligation to indemnify Licensee will be subject to the following
terms and conditions:
(a) Notice and Control. The obligation will arise only if Licensee gives
Supplier prompt notice of the infringement claim and grants Supplier, in
writing, exclusive control over its defense and settlement.
(b) No Modification. The obligation will cover only the latest release of each
Software Product delivered by Supplier and will not cover any correction,
modification or addition made by anyone other than Supplier.
(c) No Combination Claims. The obligation will not cover claims that the
Software infringes any third party's rights as used in combination with any
software or hardware not supplied by Supplier if that claim could have been
avoided by the use of the Software in combination with other software or hardware.
(d) Right to Procure License of Modify. If an infringement claim is asserted, or
if Supplier believes one likely, Supplier will have the right, but no
obligation, to procure a license from the person claiming or likely to claim
infringement or to modify the Software to avoid the claim of infringement.
Modification for this purpose will not materially impair the operation of the Software.
THE FOREGOING IS SUPPLIER'S EXCLUSIVE OBLIGATION WITH RESPECT TO CLAIMS OF
INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND.
14. Supplier's and its Suppliers' Proprietary Rights. Licensee acknowledges and
agrees that Supplier and its suppliers have and will retain all ownership rights
in the Software, including all patent rights, copyrights, copyright
registrations, trade secrets, trademarks, service marks, trademark and service
mark registrations, related goodwill and confidential and proprietary
information. Licensee will have no rights in the Software except as explicitly
stated in this License.
15. Confidential Information. Each party agrees to use reasonable effort, and at
least the same care that is uses to protect its own confidential information of
like importance, to prevent unauthorized dissemination or disclosure of the
other party's confidential information during and after the term of this License.
(a) Definition. Confidential information will include: (i) any source code and
internal (programmers') documentation for (A) any of the Software disclosed to
Licensee or (B) any of Licensee's proprietary software disclosed to Supplier;
(ii) nonpublic financial information concerning either party; (iii) either
party's research and development, new product, pricing and marketing plans,
unless and until publicly announced; and (iv) any information designated as
confidential in writing at or prior to disclosure.
(b) Exceptions. These confidentiality obligations will not apply to any
information that: (i) becomes known to the general public without fault or
breach on the part of the receiving party; (ii) the disclosing party customarily
provides to others without restriction on disclosure; or (iii) the receiving
party obtains from a third party without breach of any nondisclosure obligation
and without restriction on disclosure.
16. LIMITATIONS OF LIABILITY. SUPPLIER WILL NOT BE LIABLE FOR ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY THEREOF
IN ADVANCE. IN NO EVENT WILL SUPPLIER'S LIABILITY IN CONNECTION WITH THE
SOFTWARE OR THIS LICENSE EXCEED AMOUNTS PAID TO SUPPLIER BY LICENSEE HEREUNDER.
THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING
WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, SUPPLIER'S
NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.
17. Termination. This License will terminate:
(a) End of Term. As provided in Paragraph 1;
(b) Breach. On the thirtieth (30th) day after either party gives the other
notice of a material breach by the other of any term or condition of this
License, unless the breach is cured before that day; or
(c) Bankruptcy or Insolvency. When either party at its discretion gives the
other notice of termination after the other has been for more than sixty (60)
days the subject of any voluntary or involuntary proceeding relating to
bankruptcy, insolvency, liquidation, receivership, composition of or assignment
for the benefit of creditors.
18. Effect of Termination. After termination:
(a) End of Licenses. Licensee will have no right to copy, market or distribute
the Software and will promptly destroy or return to Supplier all copies of the
Software in its possession or under its control.
(b) End-Users' Rights. End-users properly sublicensed prior to termination may
continue to use the Software under the terms of their written sublicense
agreements, but all sublicense agreements will inure to Supplier's benefit, and
Licensee will execute documents and provide assistance as reasonably requested
by Supplier to enable Supplier to enforce them.
(c) No Damages for Termination; No Effect on other Rights and Remedies. Neither
party will be liable for damages of any kind as a result of exercising its right
to terminate this License according to these Terms and Conditions, and
termination will not affect any other right or remedy of either party.
(d) Continuing Obligations. Payment and indemnification obligations arising
prior to termination and the obligations of each party to keep the other's
confidential information confidential will remain in force.
19. Assignment. Either party may assign this License to the surviving entity in
a merger or consolidation in which it participates or to a purchaser of all or
substantially all of its assets or capital stock. In addition, Supplier may
assign this license to any person to whom Supplier transfers all or
substantially all of its rights in the Software. Otherwise, neither party may
assign any rights or delegate any duties under this License without the other's
prior written consent, and any attempt to do so without that consent will be
void. This License will bind and inure to the benefit of the parties and their
respective successors and permitted assigns.
20. Export Controls in General. In exercising its rights under this License,
Licensee agrees to comply strictly and fully with all export controls imposed on
the Software by any country or organization of nations within whose jurisdiction
Licensee operates or does business.
21. United States Export Controls. Licensee agrees not to export, re-export or
permit exportation or re-exportation of the Software or its direct products
outside of the country in which Licensee first receives the Software from
Supplier without first (a) in each instance obtaining any required written
permission to do so from the United States Bureau of Export Administration and
other appropriate governmental agencies of the United States, or (b) complying
fully and strictly with the requirements of any license exception exempting that
exportation or re-exportation from the requirement for permission.
22. Arbitration. The parties agree to submit disputes between them relating to
this License and its formation, breach, performance, interpretation and
application to arbitration under the following terms and conditions:
(a) Location. Arbitration will be in ________ County, ________ , administered by
the American Arbitration Association.
(b) Rules; Discovery. Arbitration will be under the Commercial Arbitration Rules
of the American Arbitration Association. Each party will be entitled to
discovery by requests for admission, by request for production of documents and
by depositions of no more than ten (10) individuals, but by no other means.
(c) Arbitrators. There will be three (3) arbitrators, and each will have
knowledge of and experience in dealing with the computer software industry.
(d) Time Limits. All discovery will be completed, and the arbitration hearing
will commence, within ninety (90) days after appointment of the arbitrators.
Unless the arbitrators find that exceptional circumstances justify delay, the
hearing will be completed, and an award will be rendered in writing, within one-
hundred twenty (120) days after commencement of the hearing.
(e) Language. The arbitration will be conducted and all evidence will be
submitted to the arbitrators in the English language.
(f) Binding Effect. The award rendered in arbitration will be final and binding
and may be enforced in any court of competent jurisdiction.
(g) Costs and Attorneys' Fees. Unless the arbitrators find that exceptional
circumstances require otherwise, the arbitrators will include in the award the
prevailing party's costs of arbitration and reasonable attorneys' fees.
(h) Exceptions. Supplier will not be required to arbitrate any dispute relating
to actual or threatened unauthorized use or disclosure of confidential
information or the Software or violation of Supplier's proprietary rights in the
Software. Licensee will not be required to arbitrate any dispute relating to
actual or threatened unauthorized use or disclosure of confidential information
or the Equipment or its design, or violation of Licensee's proprietary rights in
the Equipment or its design.
23. Miscellaneous.
(a) Choice of Law. This License will be governed by and construed according to
the laws of ________, without regard to principles of conflicts of law.
(b) Amendment. This License may be amended or supplemented only by a writing
signed on behalf of both parties. No purchase order, invoice, or similar form
will amend this License even if accepted by the receiving party in writing.
(c) Waiver. No waiver will be implied from conduct or failure to enforce rights.
No waiver will be effective unless in a writing signed on behalf of the party
claimed to have waived.
(d) Contingencies. Neither party will have the right to claim damages or to
terminate this License as a result of the other's failure or delay in
performance due to circumstances beyond its reasonable control, such as labor
disputes, strikes, lockouts, shortages of or inability to obtain labor, fuel,
raw materials or supplies, war, riot, insurrection, epidemic, act of God, or
governmental action not the fault of the nonperforming party.
(e) Severability. If any part of this License is found invalid or unenforceable,
it will be enforced to the maximum extent permitted by law, and other parts of
this License will remain in force.
(f) Equitable Relief. Either party may have injunctive, preliminary or other
equitable relief to remedy any actual or threatened unauthorized disclosure of
confidential information or unauthorized use, copying, marketing, distribution
or sublicensing of the Software.
(g) Entire Agreement. This License represents the entire agreement between the
parties relating to the Software and supersedes all prior representations,
discussions, negotiations and agreements, whether written or oral. This License
consists of the Business Terms, these Terms and Conditions and all attached
Exhibits and Addenda.
(h) Notices. All notices, reports, requests and other communications required or
permitted hereunder must be in writing. They will be deemed given when: (i)
delivered personally, (ii) sent by telex, (iii) sent by commercial overnight
courier with written verification of receipt, or (iv) sent by registered or
certified mail, postage prepaid-in each case to the receiving party's Initial
Address for Notice set forth above or to any other address that the receiving
party may have provided for purposes of notice by notice hereunder.
(i) Attorneys' Fees. In any suit to enforce this agreement, the prevailing party
will have the right to recover its costs and reasonable attorneys' fees and
expenses, including costs, fees and expenses on appeal.
(j) Relationship of Parties. The parties to this License are independent
contractors. There is no relationship of partnership, agency, employment,
franchise or joint venture between the parties. Neither party has the authority
to bind the other or incur any obligation on its behalf.
EXHIBIT A [Software Product Description] [to be added]
EXHIBIT B
[LICENSEE'S END USER SUBLICENSE AGREEMENTS MUST PROVIDE SUBSTANTIALLY THE SAME
PROTECTION OF SUPPLIER'S INTERESTS AS THIS STANDARD SUPPLIER AGREEMENT]
SUPPLIER'S SOFTWARE LICENSE AGREEMENT
Supplier, a ________ corporation, licenses the person identified below
("Licensee") to use the computer programs and related User Documentation
identified below (collectively, the "Software") subject to the following terms
and conditions:
1. Scope of License. This License covers, and the "Software" includes, the
computer programs identified below, their User Documentation, and any related
computer programs, documentation and information provided by Supplier.
2. License. Supplier grants Licensee a nonexclusive, nontransferable license to
use the Software in object code form on a single computing machine with which
the Software as delivered by Supplier is compatible (a "Compatible Computer") at
a time. Licensee will not:
(a) Copy. Make any copies of any computer program contained in the Software
except as an essential step in using the Software on a Compatible Computer or
for archival purposes, and will not make any copies of all or any part of the
User Documentation;
(b) Disseminate. Provide or disseminate all or any part of the Software to any
other person; or
(c) Modify or Reverse Engineer. Attempt to modify, reverse engineer, reverse
compile or disassemble the object code for the Software. Licensee may merge
machine-readable portions of the Software with other computer programs for
Licensee's own use on a Compatible Computer.
3. Terms of License; Termination. Subject to termination for breach by Licensee,
this License will last indefinitely. If Licensee violates any term or condition
of this License, Supplier or its agent may terminate this License immediately by
giving written notice of termination to Licensee. Licensee also may terminate
this License voluntarily by giving notice of termination to Supplier and
destroying or returning to Supplier all copies of all or any part of the
Software in Licensee's possession or under Licensee's control.
4. Effect of Termination. Immediately upon termination, Licensee will destroy or
return to Supplier all copies of all or any part of the Software in Licensee's
possession or under Licensee's control. Licensee will have no right to keep or
use any copy of the Software for any purpose after termination.
5. Limited Warranty for Recording Media. Supplier or its distributor or agent
will repair or replace free of charge any defective recording medium on which
any Software product is recorded if the medium is returned to Supplier or its
distributor or agent by the original customer within sixty (60) days after
purchase of this License. However, Supplier and its distributors and agents may
refuse to repair or replace any medium for any customer unless a copy of this
Agreement signed by that customer is on file. This warranty does not cover
defects due to accident, abuse, service or modification by any unauthorized
person, or any cause occurring after initial delivery of the medium to Licensee.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER
RIGHTS WHICH VARY FROM STATE TO STATE.
6. LIMITATION OF IMPLIED WARRANTIES. ALL IMPLIED WARRANTIES WITH RESPECT TO THE
RECORDING MEDIUM, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO SIXTY (60) DAYS
FROM THE DATE OF RETAIL PURCHASE OF THIS LICENSE. SOME STATES DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY
NOT APPLY TO YOU.
7. Procedure for Returning Medium. Defective media may be mailed to Supplier or
its authorized distributors or agents, postage prepaid, or may be delivered in
person and picked up when repairs or replacement is completed. Licensee's name,
address, telephone number and User Registration Number must be attached to the
returned medium. The address for mailing media and the name and address of the
nearest of Supplier's authorized distributors in the United States may be
obtained by telephoning Supplier at _______________.
8. DISCLAIMER OF WARRANTY FOR SOFTWARE. SUPPLIER'S SOFTWARE IS LICENSED ON AN
"AS IS" BASIS. THIS MEANS THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE
OF THE SOFTWARE IS ON YOU, THE LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE
FOLLOWING ITS PURCHASE, YOU, THE LICENSEE, AND NOT SUPPLIER OR ITS AUTHORIZED
DISTRIBUTORS OR AGENTS, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICE, REPAIR
OR CORRECTION. SUPPLIER DISCLAIMS ALL IMPLIED WARRANTIES FOR THE SOFTWARE,
INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SUPPLIER MAKES NO REPRESENTATIONS CONCERNING THE QUALITY OF THE SOFTWARE AND
DOES NOT PROMISE THAT THE SOFTWARE WILL BE ERROR FREE OR WILL OPERATE WITHOUT
INTERRUPTION. SPECIFICATIONS OF THE SOFTWARE, INCLUDING THE AMOUNT OF MEMORY OR
TIME REQUIRED FOR EXECUTION OF ANY PROGRAM, MAY BE CHANGED IN NEW RELEASES AND VERSIONS.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL SUPPLIER BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF THE
USE OF THE RECORDING MEDIUM OR THE SOFTWARE BY ANY PERSON, WHETHER OR NOT
INFORMED OF THE POSSIBILITY OF DAMAGES IN ADVANCE. SUPPLIER'S TOTAL LIABILITY
WITH RESPECT TO ALL CAUSES OF ACTION TOGETHER WILL NOT EXCEED AMOUNTS PAID TO
SUPPLIER FOR THIS LICENSE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION,
INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, SUPPLIER'S NEGLIGENCE, STRICT
LIABILITY, MISREPRESENTATION AND OTHER TORTS. SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
10. Ownership of Software. Supplier and its suppliers have and will retain all
ownership rights in the Software, including all patent rights, copyrights, trade
secrets, trademarks, service marks, related goodwill and confidential and
proprietary information. Licensee will have no rights in the Software except as
explicitly stated in this Agreement.
11. Assignment and Delegation. Licensee may not assign this Agreement or any
rights under it and may not delegate any duties under this Agreement without
Supplier's prior written consent. Any attempt to assign or delegate without that
consent will be void.
IF LICENSEE IS AN ORGANIZATION, THE PERSON SIGNING FOR LICENSEE IS DULY
AUTHORIZED TO SIGN THIS AGREEMENT ON ITS BEHALF. LICENSEE'S SIGNATORY HAS READ
THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF ITS TERMS AND CONDITIONS.
EFFECTIVE DATE OF THIS AGREEMENT: ____________________
Software ProductVersionRelease
License FeeComments
Designated ComputerMake:________________________________________________________Type:_________________________________________________________ Model:________________________________________________________
Operating System:_______________________________________________________
Serial Number:______________________________________________________Location:_______________________________________________________________________ _________________________________________________________________________________________________________
User Registration Number:___________________________________________________________________________________________("Licensee")By:___________________________________________________________Name:________________________________________________________
(Please print)Title:_________________________________________________________
(Please print)
