Reference Code Document

Reference Code Document

This Reference Code Document (the "Agreement") is made effective as of Effective Date: and is entered into by the parties below.

Client Name:    Provider Name:

Reference Code Identifier(s):

RECITALS

WHEREAS, Client requires the use of certain source code, reference implementations, documentation and related materials identified by the Reference Code Identifier(s) for evaluation, integration, or internal development; and

WHEREAS, Provider owns or controls the Reference Code and is willing to provide an authorized reference copy on the terms set forth in this Agreement; and

WHEREAS, the parties wish to define the scope of permitted use, payment, confidentiality, and ownership rights with respect to the Reference Code.

SCOPE OF WORK

Provider will deliver to Client the Reference Code materials and any accompanying documentation described below. Provider shall provide reasonable support limited to clarification of delivered materials as set out in this Agreement.

PAYMENT TERMS

Client agrees to pay Provider the fees for access to and delivery of the Reference Code as set forth below. Unless otherwise agreed in writing, fees are non-refundable.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for a material breach by the other party if the breach is not cured within the notice period set forth above following written notice specifying the breach. Termination does not relieve Client of its obligation to pay fees accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that the Reference Code and any non-public technical, business or financial information disclosed in connection with this Agreement constitutes Confidential Information. Receiving party shall: (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not disclose Confidential Information to any third party except as expressly permitted herein; and (iii) use Confidential Information only to exercise its rights and perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, was rightfully in the receiving party's possession prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY AND LICENSE

Provider retains all right, title and interest in and to the Reference Code and any associated intellectual property. Subject to the terms of this Agreement and receipt of all payments due, Provider grants Client a limited, non-exclusive, non-transferable license to use the Reference Code solely for the purposes specified in the Scope of Work. Client shall not distribute, sublicense, modify for distribution, or create derivative works for external distribution without Provider's prior written consent.

WARRANTY, DISCLAIMER, AND INDEMNITY

Provider represents that it has the right to grant the license granted herein. EXCEPT FOR THE FOREGOING LIMITED REPRESENTATION, THE REFERENCE CODE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Client shall indemnify and hold Provider harmless from claims arising out of Client's use or distribution of the Reference Code in violation of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and appendices expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach will be deemed a waiver of any subsequent breach. The parties acknowledge that remedies at law for breach may be inadequate and that injunctive relief may be appropriate to enforce provisions concerning Confidential Information and intellectual property.

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