Fill and Sign the Oem Software Program License Agreementus Legal Forms

ATTACHMENT C __________________________________ OEM PROGRAM LICENSE AGREEMENT 1. LICENSE: ________________________________ _ grants to the OEM a nontransferable, nonexclusive license of the software program (the "Program") solely for the following purposes: (a) to use in machine readable form on a single computer.(b) to make a single copy of the program in any machine readable or printed form for backup or modification purposes in support of the OEM's use of the Program on a single computer. (c) to modify and/or merge it into OEM's Program for the use on a single computer of OEM's customer. (Any portion of the Program merged into another program will continue to be subject to the terms and conditions of this license). (d) make copies of designated ________________ Programs, object files only, for distribution to the OEM's personnel and customers. THE OEM MAY NOT USE, COPY, MODIFY, OR TRANSFER THE PROGRAM, OR ANY COPY, MODIFICATION OR MERGED PORTION, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE AGREEMENT. IF THE OEM TRANSFERS POSSESSION OF ANY COPY, MODIFICATION OR MERGED PORTION OF THE PROGRAM TO ANOTHER PARTY, EXCEPT AS PROVIDED FOR IN THIS AND THE OEM AGREEMENT, THIS LICENSE IS AUTOMATICALLY TERMINATED. 2. TITLE: The Program, all copies of the Program, and all source codes for the Program are proprietary to ________________ and title thereto, shall at all times remain in ___________________________. All applicable rights to patents, copyrights, trademarks and trade secrets in the Program or any modifications made at OEM's request are and shall remain in ________________. 3. TERM: This License Agreement is effective until terminated pursuant to this Paragraph 3 and the OEM Agreement. OEM may terminate the license per the terms of the OEM Agreement by destroying the Program together with all copies, modifications and merged portions in any form along with any printed material which was provided to the OEM therewith. This License Agreement will also terminate upon breach of any term or condition of this Agreement in which case the OEM agrees to destroy the Program together with all copies, modifications and merged portions in any form with any printed material which was provided to Licensee therewith. 4. LIMITED WARRANTY : (a) ______________ WARRANTS that the program will conform to it's published Program Product Specifications. A copy of the Program Product Specifications will be provided to the OEM in conjunction with the delivery of the Program(s) to the OEM. In addition, ______________ warrants that the magnetic media on which the Program is recorded will be free from significant defects in materials and/or workmanship under normal use and service for a period of ninety (90) days from the date the Program is delivered to OEM. If, during this ninety (90) day period, a significant defect in the media should occur, the media may be returned to _____________ at ______________ 's address, and ________________ will replace the media without charge to the OEM. Medias must be returned postage prepaid and insured. ________________________ will not accept medias that have been sent C.O.D. (b) Ownership; Authority. ________________ warrants that it has full authority to grant the rights granted by this Agreement to OEM with respect to Software without the consent of any other person; and that neither the performance of Services by ________________ nor the license to and use by the OEM of the Software and Documentation will in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure or other rights of any third party (c) Compliance with Applicable Laws. ________________ warrants that Software, its license to and use by OEM, and the performance by ________________ of Services, shall be in compliance with all applicable laws, rules and regulations. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ________________ DOES NOT WARRANT THAT THE FUNCTION CONTAINED IN THE PROGRAM WILL MEET THE REQUIREMENTS OF THE OEM OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. OEM ASSUMES RESPONSIBILITY FOR THE INSTALLATION, USE AND THE RESULTS OBTAINED FROM THE PROGRAM. 5. LIMITATIONS OF REMEDIES: ________________' entire liability and OEM's exclusive remedy shall be the replacement of any media not meeting ________________' Program Product Specifications and which is promptly returned to ________________ per the terms and conditions of the OEM Agreement attached hereto. IN NO EVENT WILL ________________ BE LIABLE TO THE OEM FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM BY THE OEM OR A CUSTOMER OF THE OEM; EVEN IF ________ HAS BEEN ADVISED BY THE OEM OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY CLAIM BY A CUSTOMER OF THE OEM. 6. PROGRAM UPDATES: New versions of the Program may be subject to an upgrade charge to the OEM or an increase in the Annual Renewal Fee charged to the OEM. However, upgrade charges and Renewal fees will be consistent with industry and ________________ past standards. 7. GENERAL: The OEM may only sublicense the Program(s) to a new customer or current customer of the OEM. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations to a third party except to an end user of OEM's Software, without the prior written consent of ______________ hereunder is void. Upon a breach of this License Agreement and per the terms and conditions of the OEM Agreement, ________________ shall have the right to recover reasonable attorney's fees and court costs in the enforcement thereof. This Agreement will be governed by the laws of the State of Illinois.