Fill and Sign the 14 Form Checklist for Software License Agreement

-1- § 7.14 Form: Checklist for Software License Agreement 1. Definition of licensed software a. Functional description or specifications b. Documentation 2. Term of licensed software a. Fixed time period b. Perpetual 3. Scope of license a. Exclusive/non-exclusive b. Number of sites c. Number of CPUs d. Number of users e. Restrictions on use in a business setting(i) Licensee's internal data (ii) Licensee's and affiliated companies' data (iii) Processing of data for third parties 4. Restrictions on transfer of software a. Limitations to use at single location b. Procedure to transfer to new CPU or different site c. Transfer to back-up facilities d. Transfer to facilities used for testing or maintenance 5. Trade secret acknowledgment a. Agreement to copy trade secret/copyright notices b. Limiting access of employees c. Limiting access of consultants d. Limiting access of third parties e. Restrictions on number of copies user permitted to make 6. Licensor representation as to ownership of software 7. Source Code a. Agreement to deliver source code b. Restrictions on number of copies of source code c. Source code escrow agreement 8. Price and payment terms a. Schedule of payments b. Payments linked to performance milestones c. Payments linked to acceptance testing of software 9. Title to software a. Vendor ownership of software and modifications b. User ownership of some or all of software c. Ownership of user-funded modifications d. Rights to copyrights, patents, trademarks and trade secrets e. Ownership of user-created copies 10. Acceptance procedure a. Use of vendor's standard acceptance test -2- b. Use of jointly developed acceptance test c. Use of representative period or quantity of transactions d. Parallel runs of software e. Unlimited right of user to test for defined period 11. Training a. Scope and amount of training b. Qualification of instructors c. Location of training sessions d. Restrictions on numbers of trainees 12. Warranty a. Scope of warranty b. Compliance with specific standards c. Length of warranty d. Correction of defects to software e. Procedure for notice of defects and correction f. Response time standard g. Meets user's business requirements h. Capacity i. Modification of software terminates warranty 13. Limitation of liability a. Express or implied warranties of merchantability and fitness for a particular purpose b. Consequential, exemplary and incidental damages c. Limitation on amount of damages, i.e., to license fee d. Limitation on time to commence action 14. Vendor indemnity for copyright, patent and trade secret infringement a. Procedure to notify vendor b. Control of action c. Control of settlement of action d. Option of vendor to repair or replace software 15. User liability for sales or other taxes 16. User requirement to have appropriate hardware configuration installed 17. Procedures for installation and initial testing 18. Modification of software a. Conversion to new equipment b. Modify functions c. Additional features d. Testing 19. Delivery schedule 20. Software maintenance a. During warranty period b. Commitment to provide maintenance service after warranty c. Limitation on price increases -3- 21. User's rights to modify software 22. Most favored nation clause 23. Assignment rightsa. Of vendor b. Of user to parent, subsidiaries or affiliated companies 24. Notices 25. Governing law 26. Consent to jurisdiction and venue 27. Severability 28. Waiver clause 29. Integration clause