Fill and Sign the Chapter 10 License Law Real Estate Agency Relationships Form

THIRD-PARTY SOURCE CODE NON-DISCLOSURE AGREEMENT Agreement by and between Developer, a _______________________ Corporation with offices at ________________________ and Licensee, a _______________________ corporation with offices at ___________________. WHEREAS, Licensee has executed a software license agreement, a copy of which is attached hereto as Schedule "A" (the "License"), with ___________________("Licensor") for the source code of the computer software set forth in Schedule "B" (the "Programs") and its related documentation (the "Documentation" which, with the program, is referred to as t he "Software"); WHEREAS, certain proprietary and confidential information of Developer including portions of the Software may be transmitted to Licensee pursuant to the License in the form of source code, object code, system documentation and other associated documentation (the "Proprietary Information"); WHEREAS, Licensee desires to receive and use the Proprietary Information and Developer is willing to allow Licensee ___________ to the Proprietary Information in accordance with the terms and conditions set forth herein; NOW THEREFORE, in consideration of the mutual promises contained herein, it is agreed as follows: 1. Property Rights Licensee acknowledges and agrees that the Proprietary Information and all other item s licensed hereunder and all copies thereof constitute valuable trade secrets of Develope r and title thereto remains in Developer. All applicable copyrights, trade secrets, patents and other intellectual and property rights in the Proprietary Information are and remain in Devel oper. All other aspects of the Proprietary Information, including without limitation, programs, methods of processing, specific design and structure of individual programs and their interaction and unique programming techniques employed therein shall remain the sole and exclusive property of Developer. It is expressly understood that no title to or ownership of the Proprietary Information, or any part thereof is hereby transferred to Licensee. 2. Use Licensee agrees to use the Proprietary Information for the sole and exclusive purpose of maintaining the Programs. Licensee agrees not to assign, sell, distribute, license or othe rwise transfer the Proprietary Information. In the event of written reasonable inquiry by Developer to Licensee concerning the existence of programs not authorized by this Agreement and develope d by Licensee subsequent to the delivery of the Proprietary Information that appear to be de rived from the Proprietary Information, Licensee shall provide a written explanation detailing why such programs are not based on the Software and outlining how such software was developed. 3. Confidentiality Licensee agrees to safeguard the Proprietary Information with at least the same degree of care as is exercised in connection with Licensee's own proprietary and confidentia l materials. At a minimum, Licensee agrees to take all reasonable steps to safeguard the Proprieta ry Information so as to insure that no unauthorized person shall have ___________ to it and that no person authorized to have ___________ shall make any unauthorized copy. Licensee shall not sell, transfer, publish, display, make available or disclose the Proprietary Information to any person other than employees of Licensor, Licensee or Developer without the prior written consent of Developer. Licensee shall use its best efforts to assist Licensor and Developer in i dentifying and preventing any unauthorized use, copying or disclosure of the Proprietary Information or any portions thereof or any of the algorithms or logic contained therein. Without limitation of the foregoing, Licensee shall advise Licensor immediately in the event Licensee learns or has reason to believe that any person who Licensee has give n ___________ to the Proprietary Information, or any portion thereof, has violated or intends to violate the terms of this Agreement. Licensee shall, at Licensee's expense, coope rate with Licensor and Developer in seeking injunctive or other equitable relief in the name of Licensee, Developer or Licensor against any such person. Licensee acknowledges that the disclosure of any aspect of the Proprietary Information, will immediately give rise to continuing i rreparable injury to Developer inadequately compensable in damages at law. Developer is enti tled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. 4. Copyright Notices Licensee agrees not to remove any copyright or proprietary notices of Developer which are in the Proprietary Information. 5. Translations and Modifications If permitted in the License, Licensee may, at its expense make or permit the translation or modification of the Proprietary Information. Such translation or modification shall be owned by Developer and are to be treated in the same manner as the Proprietary information. 6. Disclaimers of Warranties Developer does not warrant that the functions contained in the Software will meet Licensee's requirements or that the operation of the software will be uninterrupted or error fre e. THE PROPRIETARY INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The entire risk as to the quality and performance of the Proprietary Information shall be with Licensee. 7. Limitation of Remedies In no event will Developer be liable to Licensee for any damages, including any loss of profits, lost savings or other incidental or consequential damages arising out of use or inabili ty to use the Software or the Proprietary Information, even if Developer has been advised of the possibility of such damages. 8. General 8.1 Jurisdiction and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of _______________________. Exclusive jurisdiction for litigation of any dispute controversy or claim arising out of or in connection with this Agreement or the breach t hereof shall be only in the Federal or State court with competent jurisdiction locate d in ______________________. 8.2 Attorneys' Fees In any action between the parties to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover expenses, including reasonable attorneys' fees. 8.3 Assignment This Agreement is not assignable by either party hereto without the consent of the othe r, except that this Agreement shall be assignable by Developer upon the sale of all rights to license and sublicense the Proprietary Information to the purchaser of said rights. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors or assignors. 8.4 Severability If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any part or provision of this Agreement. 8.5 Waiver No waiver by any party of any breach of provision hereof shall constitute a waiver of any other breach of that or any other provision hereof. 8.6 Entire Agreement This Agreement, including the Schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supe rsedes all previous negotiations, representations, writings and all other communications between the parties. It may not be released, discharged, or modified except by an instrument in writing signed by a duly authorized representative of each of the parties. DEVELOPER LICENSEE ___________________________ ___________________________ By: _______________________ By: ________________________ Title: _____________________ Title: ______________________