Evaluation License Agreement

EVALUATION LICENSE AGREEMENT

This Evaluation License Agreement (the Agreement) is entered into as of Effective Date: by and between Licensor Name: and Licensee Name: .

Parties and Contact Information

WHEREAS

WHEREAS, Licensor develops and owns certain software, hardware, documentation and related materials identified for evaluation in this Agreement (collectively, the Evaluation Materials); and

WHEREAS, Licensee desires to obtain a limited, non-commercial license to evaluate the Evaluation Materials for the sole purpose of internal testing and assessment under the terms and conditions set forth below; and

WHEREAS, Licensor is willing to grant such an evaluation license subject to the restrictions, payment terms (if any), confidentiality obligations, and termination provisions contained herein.

Definitions

"Evaluation Materials" means the software, firmware, documentation, prototypes, APIs, test equipment, and other tangible or intangible materials provided by Licensor for Licensee's evaluation as described in this Agreement.

"Permitted Use" means internal evaluation and testing by Licensee solely to determine whether to enter into a commercial license for the Evaluation Materials; Permitted Use expressly excludes any production use, redistribution, commercial exploitation, or benchmarking public disclosure without prior written consent of Licensor.

Scope of Work

Licensor shall deliver to Licensee the Evaluation Materials described below and shall provide reasonable assistance to enable Licensee to install and evaluate those materials during the Evaluation Period. The parties acknowledge this is an evaluation arrangement and not a sale.

License Grant and Restrictions

Subject to the terms of this Agreement, Licensor grants to Licensee a limited, revocable, non-exclusive, non-transferable license to use the Evaluation Materials solely for the Permitted Use during the Evaluation Period. Licensee shall not: (a) reproduce the Evaluation Materials except as necessary for evaluation; (b) modify, create derivative works, disassemble, reverse engineer or otherwise attempt to derive source code except to the extent expressly permitted by applicable law; (c) sublicense, rent, lease, distribute, or transfer the Evaluation Materials to any third party; or (d) remove or obscure any proprietary notices.

Payment Terms

Licensee shall pay Licensor the evaluation fee, if any, as follows.

Term and Termination

The Evaluation Period commences on Start Date: and expires on End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement on material breach by the other party if the breaching party fails to cure the breach within Notice Period: after written notice. Licensor may immediately terminate for unauthorized use or distribution of the Evaluation Materials. Upon termination, Licensee shall cease all use of the Evaluation Materials and return or certify destruction of all copies and derivatives.

Confidentiality

The Evaluation Materials and all information exchanged under this Agreement shall be deemed Confidential Information. Licensee shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; (b) use Confidential Information solely for the Permitted Use; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement by Licensee; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by Licensee without reference to Confidential Information; or (iv) is required to be disclosed by law or court order, provided Licensee provides prompt notice to Licensor where permitted and assists Licensor in seeking appropriate protective measures.

Intellectual Property; No Transfer

All right, title and interest in and to the Evaluation Materials and any improvements or derivatives remain exclusively with Licensor. Except for the limited license expressly granted herein, no rights, title, interest, or licenses are transferred or granted by implication, estoppel or otherwise.

Representations; Disclaimer

Licensor represents that it has the right to grant the license set forth herein. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE EVALUATION MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Licensor may assign to an affiliate or in connection with a merger or sale of substantially all of its assets relating to the Evaluation Materials. The failure to enforce any provision shall not constitute a waiver. If any provision is held unenforceable, the remainder shall remain in full force and effect.

Acceptance

The parties acknowledge that execution of this Agreement evidences Licensee's acceptance of the terms and conditions herein. The parties have executed this Agreement through their duly authorized representatives.

Sign Now