License Agreement for Software
Agreement made on the ________________ (date) , between _____________________
(Name of Licensor) , a corporation organized and existing under the laws of the state of
______________, with its principal office located at ___________________________________
___________________________________________ (street address, city, county, state, zip
code) , referred to herein as Licensor , and ___________________ (Name of Licensee) , a
corporation organized and existing under the laws of the state of ________________, with its
principal office located at ________________________________________________________
______________________ (street address, city, county, state, zip code) , referred to herein
as Licensee .
Subject to the terms and conditions of this Agreement set forth below, and in accordance
with the attached Exhibits identified below, Licensor grants to Licensee a license to use the
Licensed Programs.
A. Exhibit A -- End User License Agreement
B. Exhibit B -- License and Other Fees
C. Exhibit C -- Trademarks, Trade Names, and Copyrights
D. Exhibit D -- Product Support
E. Exhibit E -- Escrow Agreement
F. Exhibit F – Licensed Programs Product Specification
G. Exhibit G -- Development Plan, Acceptance, and Remedy
H. Exhibit H -- ___________________ (name of software) Command Set
For and in consideration of the mutual covenants contained in this agreement, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Definitions
As used in this Agreement, the following terms shall have the meaning indicated:
A. Source Code means a human readable form of computer program showing the
computer language instructions comprising the program, from which Object Code can be
produced, in which the program logic may be deduced by a human being, and from
which a printed listing can be made by processing it with a computer.
B. Object Code means a form of computer program resulting from the compilation
or other processing of Source Code by a computer into machine language or
intermediate code, and thus is a form that would not be convenient to human
understanding of the program logic, but which is appropriate for the construction and
linking of binary executable modules, as well as for the execution by a computer.
C. Licensed Programs means __________________ (name of licensor) computer
software in Object Code only as specified in Exhibit ___, and all modifications and
enhancements of it, if any.
D. Use means copying any portion of the Licensed Programs into a computer and/or
transmitting it to a computer for processing of the machine instructions or statements
contained in the Licensed Programs.
E. License means the non-exclusive, non-transferable right of Licensee to use,
reproduce, and distribute the Licensed Programs integrated with a Licensee Accepted
Application and subject to the provisions of this Agreement.
F. Supported Environments shall mean those set forth in Exhibit ___.
G. Derivative Work means a revision, modification, translation, abridgement,
condensation, or expansion of a computer program, or any other form in which the
program may be recast, transferred, or adapted, which if prepared without the consent of
Licensor would constitute a copyright infringement.
H. _____________________ (Name of software) Application shall mean a
_______________________ (name of licensor) product in which the Licensed
Programs, or any part of them, are integrated with an Accepted Application for execution
by an End User on a Supported Environment. ______________________ (Name of
software) Applications may only run other applications that are themselves Accepted
Applications and then only if they are invoked at the beginning of the session.
______________________ (Name of software) Applications may not be used on a
server to run other applications.
I. End User License Agreement means the standard ___________________
(name of licensor) written End User License Agreement, in the form attached as Exhibit
_____, which will be entered into between Licensee and an End User to enable the End
User to lawfully use Licensee's ___________________ (name of software) Application
on the platform specified in the Agreement.
J. Intellectual Property Rights means all rights held by any party to this Agreement
to any item of Intellectual Property.
K. Significant Value Added means vertical application software that provides
significant functions not available through the Licensed Programs alone. Such
application software should combine the functionality of the Licensed Programs in novel
ways, enhance the basic Licensed Program's capabilities, and otherwise provide
"higher" level functions.
L. An Accepted Application shall mean an application that (except to the extent that
Licensor and Licensee mutually agree in writing) meets the criteria in Subparagraphs 1,
2, and 3 below, and meet the criteria in either Subparagraph 4 or 5 below:
1. It must have been developed by Licensee (but may contain third-party
content comprising less than ____ __% of the object code), or Licensee must be
in possession of the exclusive distribution license for the United States;
2. It must prerequisite (that is, technically required for its operation)
____________________ (name of software) ;
3. It must have been, and must continue to be, actively marketed and sold
as a product to End Users and Resellers for operation with _________________
(name of software) (even if also available in the form of a(n) _______________
(name of software) Application);
4. It must be or must have been actively marketed and sold by Licensee as
of ______________ (date) at a United States list price exceeding $_________.
Notwithstanding the foregoing sentence, the ______________________ (name
of excepted application) are deemed to meet the criterion in this Subparagraph
4. In no event will any member of the existing _____________________ (trade
name) family of products be considered an Accepted Application; and
5. Licensor and Licensee must agree that it demonstrates Significant Value
Added, as to its ______________ (value content) value content, to an extent at
least on the order of existing _________________ (type of application)
applications meeting the criteria of subparagraphs 1 through 4 above. For
products solely developed by Licensee (or for which Licensee has the exclusive
worldwide distribution license), the bona fide United States list price shall be
considered to measure the _____________ (value content) value content.
2. Ownership of Licensed Programs
Licensee acknowledges and agrees that:
A. Title to and all rights of ownership in the Licensed Programs, and all copies of all
or any part of them, are and remain with Licensor;
B. The Licensed Programs contain and are comprised of Licensor's trade secrets
and other proprietary, confidential information; and
C. Licensee will not sell, lease, lend, transfer, assign, hypothecate, or otherwise
distribute the Licensed Programs except as expressly authorized in this Agreement.
3. License
A. Licensor grants to Licensee a nonexclusive, nontransferable, world-wide license
to use the Licensed Programs solely for the purpose of creating ___________________
(name of software) Applications, as defined in this Agreement, and to distribute
____________________ (name of software) Applications, subject to the condition that
in order to qualify for integration with the Licensed Programs to create a
_______________________ (name of software) Application, the application must be
an Accepted Application under this Agreement.
B. Title to the Licensed Programs shall remain in Licensor at all times. Licensee
does not have, and shall not attempt to obtain, any title to Licensor's Licensed Programs
or Intellectual Property.
C. Licensee is acquiring an Object Code Version of the Licensed Programs, and
thus shall not have the right to modify or adapt the Licensed Programs for incorporation
into __________________ (name of software) Applications.
D. For any ________________ (name of software) Application as to which the list
price is at any time less than Licensor's list price for ____________________ (name of
software) , then notwithstanding the terms of Section 4 and Exhibit _____ of this
Agreement, the royalty payable to Licensor for distribution of each copy of such
___________________ (name of software) Application during such time shall be equal
to the purchase price which Licensee at such time pays to Licensor for Product Kits of
_____________________ (name of software) pursuant to the Distribution Agreement
dated _________________ (date) , or, if lapsed, the final such price payable under the
Agreement at the time of the lapse. Licensee's discount schedules and policies (for end
users, resellers, and distributors) for ___________________ (name of software)
Applications shall be consistent with its then-existing discount schedules and policies for
its other software products.
E. Licensor grants to Licensee a personal, nonexclusive, and nontransferable
license to use the Licensed Programs on any of its internal systems for the sole purpose
of creating ___________________ (name of software) Applications, without payment
of any royalty.
F. Licensor grants to Licensee a personal, nonexclusive, and nontransferable
license to use the Licensed Programs without fee or royalty solely for demonstrations of
___________________ (name of software) Applications to existing or potential end-
users, and for training and support.
G. As part of the demonstration to potential End Users, Licensee shall be allowed to
loan copies of ___________________ (name of software) Applications without the
payment of a royalty or fee under this agreement. All such loans will be limited to
evaluation purposes, and copies used for productive purposes shall be specifically
excluded from this provision. Licensee agrees to use its best judgment in the loaning of
copies of _________________ (name of software) Applications.
4. License, Payment and Taxes
A. As compensation for the license to use the Licensed Programs as set forth in this
Agreement, Licensee shall pay to Licensor the royalties and other fees set forth in
Exhibit _____. Royalty payments required as documented in Licensee's records and
maintained in accordance with Section 5 of this Agreement shall be due within ______
(number) days after the end of each calendar quarter for copies of any
_______________________ (name of software) Application distributed by Licensee
during the calendar quarter. In no event shall Licensee be entitled to a refund of any
License Fees or prepaid royalties, except in the case of return by End Users within
________ (number) days.
B. All payments provided for in this Agreement are exclusive of, and Licensee shall
pay, all taxes, customs duties, insurance, shipping, and other charges. Payments made
to Licensor shall be in United States Dollars.
C. If any payment, or any other sum due from Licensee under this agreement,
should become overdue, a late payment charge of _ ____ % per month on the overdue
balance shall be paid to Licensor by Licensee. Such late payment charge shall be due
and payable on request from Licensor.
5. Recordkeeping and Reports
A. Licensee agrees to maintain reasonable royalty records relating to all
___________________ (name of software) Applications licensed under this
agreement. Licensee shall prepare and submit summary quarterly reports to Licensor no
later than _____ (number) days following the last business day of each calendar
quarter, which reports must specify the name and quantities of all __________________
(name of software) Applications licensed to End Users, distributors, or resellers during
the quarter.
B. Licensee agrees to allow an independent certified public accountant, or other
audit professional, selected by Licensor and acceptable to the Licensee, to audit and
analyze appropriate accounting records of Licensee, including the Registration database
described in Section 7, Paragraph B of this Agreement, to ensure compliance with all the
terms of this Agreement. Any such audit shall be permitted by Licensee within _____
(number) days of Licensee's receipt of a written request of Licensor to audit during
normal business hours. The cost of the audit will be borne by Licensor unless a material
discrepancy indicating inadequate record keeping or that additional license or royalty
fees are due to Licensor is discovered, in which case the cost of the audit shall be borne
by Licensee. A discrepancy shall be deemed material if it involves an adjustment of
more than $________ in favor of Licensor. Audits shall not interfere unreasonably with
Licensee's business activities.
6. Trademarks and Copyright Notices
A. The trademarks and trade names under which Licensor markets any of its
products are the property of Licensor. This Agreement gives Licensee no rights in them,
except the restricted license to reproduce such trademarks and trade names in any
authorized reproduction of an ________________ (name of software) Application,
provided that Licensor is referenced as the owner of the trade name or trademark, as
specified in Exhibit ____. Licensee may not market the Licensed Programs alone or in
any form other than in a(n) ___________________ (name of software) Application, as
defined in this Agreement. Licensee's ___________________ (name of software)
Applications may be marketed under any name of Licensee's choosing, however, such
_____________________ (name of software) Application shall be designated as
containing Licensor's Licensed Programs, which shall be acknowledged in accordance
with the attached Exhibit ____. Licensee may refer to ___________________ (name of
software) Applications as "___________________ (name of software) Powered" or
"______________________ (name of software) Based" but may not use the word
"_______________________ (name of software) " in any other reference to
_________________________ (name of software) Applications or in any manner that
otherwise implies that a license for _____________________ (name of software) is
provided with the _______________________ (name of software) Application.
B. Licensee agrees to use the trademark, trade name, and copyright notices of the
Licensed Programs and any documentation in connection with its advertisement and
distribution of any _____________________ (name of software) Application. Licensee
shall request and use reasonable diligence to ensure compliance by all Licensee's
distributors and dealers. Trademark, trade name, and copyright notices placed by
Licensee shall read as specified in the attached Exhibit ___. Licensor retains the right to
specify the reasonable quality and standards of all materials on which a
_________________________ (name of licensor) trademark or trade name is used. In
the case of a failure by Licensee to adhere to such standards of quality such failure shall
be grounds for Licensor to terminate Licensee's right to the use of the trademark or trade
name in such cases.
7. Licensed Program Reproduction and Serialization
A. Licensee is authorized to reproduce the Licensed Programs for inclusion in a(n)
_______________________ (name of software) Application only at the location of its
principal office specified on the first page of this Agreement. A subsidiary or affiliate of
Licensee, which has been authorized by Licensee to reproduce its _________________
(name of software) Applications, shall have the right to reproduce the Licensed
Programs only under the condition that any reproduction site other than Licensee's
principal office must be specifically authorized by Licensor to reproduce the Licensed
Programs for inclusion in __________________ (name of software) Applications, which
authorization shall not be unreasonably withheld.
B. Licensee will assign a unique serial number to each copy of a _______________
(name of software) Application. Licensee will also require each End User of a(n)
_______________________ (name of software) Application to agree to an End User
Software License Agreement in the form attached as Exhibit _____ and to register with
Licensee, and Licensee will maintain a Registration database showing the serial
number, registered owner, and date of acquisition of each copy of a(n)
________________________ (name of software) Application.
8. Distribution and Export Restrictions
A. Licensee shall include an End User License Agreement in the form attached as
Exhibit ____ with each copy of a __________________ (name of software) Application
distributed to End Users. Licensee shall use its best efforts to obtain either directly or
through its distribution channels the signature of the End User on the End User License
Agreement. Breaking a shrink wrap seal will be considered equivalent to an End User
signature.
B. Licensee shall take reasonable steps to ensure that each intermediate entity in
its chain of distribution to the final End User respects Licensor's copyrights, trade names,
and trademarks, complies with the licensing and reporting requirements of this
agreement, and makes no unauthorized copies of the Licensed Programs or
______________________ (name of software) Application.
C. End Users may use _______________________ (name of software)
Applications for the term and in the manner provided for in the End User License
Agreement. End User rights and obligations set forth there will survive any termination of
the relationship between Licensee and Licensor.
D. Licensee warrants and gives written assurance to Licensor that it will do all things
necessary to comply with the current United States Export Administration and any other
United States laws and regulations as they apply to the Licensed Programs,
________________________ (name of software) Application, and all other things
delivered to, or derived from things delivered to, Licensee under this Agreement (all and
any part of such things collectively referred to as Technical Data ). Licensee agrees to
comply with these laws and regulations as they apply at the time of exporting the
Technical Data, as they may be revised and modified at various times.
9. Patent and Copyrights
A. Licensor warrants that:
1. It is the owner of the Licensed Programs, including all intellectual property
rights in them under copyright, patent, trademark, trade secret, and other
applicable law;
2. The Licensed Programs do not infringe or otherwise violate any copyright,
patent, or trade secret of any third party; and
3. As of the date of this Agreement it has not received notice of any claim
from a third party that the Licensed Programs infringe intellectual property rights
of any third party.
B. Licensor will defend any action brought against Licensee to the extent that it is
based on a claim that the unmodified Licensed Programs furnished under this
Agreement and used within the scope of the license granted under this Agreement
infringe a patent or copyright or misappropriate a trade secret. Licensor will pay resulting
costs, damages, and legal fees finally awarded against Licensee in any such action,
which are attributable to such claim provided that:
1. The Licensee notifies Licensor promptly in writing of any such claim; and
2. Licensor has sole control of the defense of any such claim and all related
settlement negotiations.
C. Should the Licensed Programs become, or be likely to become, in Licensor's
-opinion, the subject of a third-party claim of infringement of copyright or patent, Licensor
may procure for Licensee the right to continue using the Licensed Programs, or replace
or modify them to make them non-infringing and functionally equivalent to the Licensed
Programs. Licensor shall have no liability for, and Licensee shall indemnify and hold
Licensor harmless from and against any claim based on:
1. Use of other than an unaltered release of the Licensed Programs; or
2. Use, operation, or combination of the Licensed Programs with non-
__________________ (name of licensor) programs or data if such infringement
would have been avoided but for such use, operation, or combination.
D. This Section 9 states the entire liability of Licensor with respect to infringement of
copyrights, patents, or other intellectual property rights.
10. Warranty, Support, and Maintenance
A. If Licensee finds what it believes to be a Deficiency per Exhibit ____, which
materially affects performance, and provides Licensor with a written report, Licensor will
either use reasonable efforts to promptly correct, at no cost to Licensee, any such errors
or failures, or at its discretion, allow Licensee to loan copies of ____________________
(name of software) for a particular application, solely in accordance with the procedure
set forth in Exhibit _____. This is Licensee's sole and exclusive remedy for breach of any
express or implied warranties under this Agreement, other than the warranty against
infringement specified in Section 9. Licensor's warranty and obligations shall extend so
long as Licensee is current on its support payment obligations specified in Exhibit ____.
Licensor's warranty and obligation is solely for the benefit of Licensee, which has no
authority to extend this warranty to any other person or entity. LICENSOR MAKES NO
WARRANTY THAT ALL ERRORS OR FAILURES WILL BE CORRECTED.
B. Licensor agrees to provide to Licensee the support defined in the attached
Exhibit ____, and Licensee agrees to pay for such support as specified in it.
C. Licensee is solely responsible for all magnetic media and other program
materials provided to End Users and for passing on to its distributors, dealers, and End
Users all maintenance material. These responsibilities may be performed at Licensee's
discretion, but in no event shall Licensor provide any of these services. Licensee is
solely responsible for all verbal and written contact with the End Users of its
_______________________ (name of software) Applications, including:
1 Software maintenance including patches and updates; and
2. Software support including operational instruction, problem reporting, and
technical advice.
D. EXCEPT AS PROVIDED IN PARAGRAPH A OF THIS SECTION TEN, ALL
WARRANTIES (INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) AND
REPRESENTATIONS EXPRESSED OR IMPLIED BY STATUTE, COMMON LAW, OR
OTHERWISE ARE EXCLUDED.
11. Confidential Information
A. The Licensed Programs and all information which is provided to Licensee under
this Agreement is confidential, including, but not limited to, drawings, Object Code,
Source Code, computer program listings, techniques, algorithms and processes, and
technical and marketing information (Confidential Information) and shall be treated
confidentially by Licensee, its employees, and representatives, and shall not be
disclosed by Licensee without Licensor's prior written consent. Information shall not be
considered to be Confidential Information if it:
1. Is already or otherwise becomes publicly known through no act of the
receiving party;
2. Is lawfully received from third parties subject to no restriction of
confidentiality; or
3. Can be shown by the receiving party to have been independently
developed by it prior to such disclosure.
B. Licensee shall not copy, reproduce, remanufacture, or disassemble the Object
Code or in any way duplicate all or any part of the Confidential Information, including
translating it into another software language, except in accordance with the terms and
conditions of this agreement.
12. Limitation of Liability
A. In no event shall Licensor be liable for any loss of profits, loss of business, loss of
use or of data, interruption of business, or for indirect, special, incidental or
consequential damage or injury, direct or indirect, of any kind, whether under this
agreement or otherwise. In no case will Licensor be liable for any representation or
warranty made to any third party by Licensee, any agent for Licensee, or any distributor
or dealer or other person or entity in the distribution chain.
B. Notwithstanding anything in this Agreement to the contrary, the entire liability of
Licensor to Licensee for damages concerning performance or nonperformance by
Licensor or in any way related to the subject matter of this Agreement and regardless of
whether the claim for such damages is based in contract or in tort shall not exceed the
amount of payments made under this Agreement by Licensee to Licensor.
13. Terms of Agreement and Termination
A. The term of this agreement shall commence on the date it is executed by
Licensor and shall continue unless earlier terminated as provided in this Section or
otherwise rightfully terminated. Notwithstanding the foregoing, Licensee may not
distribute _____________________ (name of software) Applications before
____________________ (date) .
B. Licensor may terminate this Agreement immediately and all rights and licenses
granted under this Agreement if Licensee materially breaches this agreement, and if the
breach is not cured within _____ (number) days after written notice of the breach.
C. Notwithstanding any other provision of this Agreement, the occurrence of any of
the following events shall, at the option of Licensor, constitute an event of material
breach under this Agreement entitling Licensor to terminate this Agreement immediately:
1. If a petition or action shall be filed or taken by or against Licensee under
any law dealing with insolvency, bankruptcy, or suspension of payment;
2. If a Receiver is appointed over the assets or undertaking of Licensee (or
any part of them);
3. If Licensee enters into a deed or arrangement or makes an assignment
for the benefit of creditors; or
4. If Licensee ceases to function as a going concern or an order is made or
a resolution passed to that effect except for the purposes of amalgamation or
reorganization.
Licensee shall notify Licensor immediately on the occurrence of any of the foregoing
events.
D. The obligations of Licensee in Section 11 under this Agreement shall survive
termination of this Agreement. On termination of this Agreement, Licensee shall
immediately cease marketing ____________________ (name of software) Applications
and shall promptly return to Licensor and make no further use of the Licensed Programs
and other materials provided to Licensee under this Agreement.
E. This Agreement is executory in nature and so long as Licensee has any
continuing obligations under this Agreement, Licensor shall be entitled to protect the
Licensed Programs and master reproduction sets of the Licensed Programs from
breaches of this agreement. Licensor reserves the right to repossess, after a(n) ______
(number) -day notice period in which Licensee fails to cure any such material breach, the
Licensed Programs and master reproduction sets. This right shall continue to subsist
notwithstanding the termination of this Agreement and is without prejudice to any
accrued rights of Licensor under this Agreement.
14. Other
A. This is a License Agreement. No agency, partnership, joint venture, or other joint
relationship is created by it and neither Licensee nor Licensee's agents have any
authority of any kind to bind Licensor in any respect whatever.
B. Notwithstanding anything in this Agreement to the contrary, no default, delay, or
failure to perform on the part of either party shall be considered a breach of this
Agreement if such default, delay, or failure to perform is shown to be due entirely to
causes beyond the reasonable control of the party charged with a default, including, but
not limited to, causes such as strikes or other labor disputes, riots, civil disturbances,
actions of governmental authorities, epidemics, war, embargoes, severe weather, fire,
earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common
carrier.
C. Wherever in this Agreement either party's consent is required, such consent shall
not unreasonably be withheld or delayed.
D. Licensor agrees to deposit a copy of the Source Code of the Licensed Programs,
including all software materials necessary for a successful build of the Licensed
Programs, with an independent Escrow Agent under an Escrow Agreement in the form
attached as Exhibit ______.
E. Licensee may not distribute with ___________________ (name of software)
Applications any ____________________ (name of licensor) documentation,
printed or on-line, other than the Permitted Documentation provided pursuant to
Exhibit _____, and then only with Licensor's prior written consent. The criteria for
such consent by Licensor (which will not be unreasonably withheld) will be its
determination that the full documentation for the ______________________
(name of software) Application sufficiently emphasizes its Significant Value
Added, rather than the functions of the Licensed Programs.
15. Severability
The invalidity of any portion of this Agreement will not and shall not be deemed to affect
the validity of any other provision. If any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall be deemed to be in full force and effect as if
they had been executed by both parties subsequent to the expungement of the invalid provision.
16. No Waiver
The failure of either party to this Agreement to insist upon the performance of any of the
terms and conditions of this Agreement, or the waiver of any breach of any of the terms and
conditions of this Agreement, shall not be construed as subsequently waiving any such terms
and conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
17. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of _______________.
18. Notices
Any notice provided for or concerning this Agreement shall be in writing and shall be
deemed sufficiently given when sent by certified or registered mail if sent to the respective
address of each party as set forth at the beginning of this Agreement.
19. Attorney’s Fees
In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party
in the action shall pay to the successful party, in addition to all the sums that either party may be
called on to pay, a reasonable sum for the successful party's attorney fees.
20. Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding arbitration
of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one
arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall
arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration
Association then in force and effect.
21. Entire Agreement
This Agreement shall constitute the entire agreement between the parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in this Agreement.
22. Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if placed in writing and signed by each
party or an authorized representative of each party.
23. Assignment of Rights
The rights of each party under this Agreement are personal to that party and may not be
assigned or transferred to any other person, firm, corporation, or other entity without the prior,
express, and written consent of the other party.
24. In this Agreement, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
feminine.
WITNESS our signatures as of the day and date first above stated.
_________________________________ ______________________________
(Name of Licensor) (Name of Licensee)
By:______________________________ By:_____________________________
_________________________________ _____________________________
(P rinted name & Office in Corporation) (P rinted name & Office in Corporation
_________________________________ _____________________________
(Signature of Officer) (Signature of Officer)
