Fill and Sign the Source Code License Ampampamp Services Agreement Form

________________________________ RESTRICTED SOURCE CODE LICENCE AGREEMENT This is Nontransferable and Nonexclusive RESTRICTED Source Code License Agreement is made this day of , 19___ between ____________________________ ("_________"), an Illinois corporation, with its offices at _______________________, ______________, Illinois _______, and _______________________________ _______________________________ _______________________________ WHEREAS ____________________ has executed a Software License Agreement, a copy of which is attached hereto as Schedule "A" (the” License"),with ____________________ for the use of the object code of the ____________________ software; and WHEREAS the uninterrupted availability of the ____________________ software is critical to ____________________ in the conduct of its business and ____________________ is in need of receiving and installing the ____________________ ____________________ Source Code in order to cure a difficulty involving ____________________’s change control management system, which would then allow ____________________ to properly implement the ____________________ software; and WHEREAS ____________________ and ____________________ are desirous of creating a means by which ____________________ shall have ____________________ to Source Code in effort to resolve its change management system problem; and NOW THEREFORE , in consideration of the mutual promises contained herein, it is agreed as follows: 1. RESTRICTED LICENSE Subject to all of the terms and conditions hereof, ____________________ hereby grants to ____________________ a restricted license to receive and install the ____________________ ____________________ Source Code on the host system wherein ____________________ has or will install the ____________________ software. The term of this licenses shall endure for the term of the license to ____________________ contained in Schedule A. Any breach or default under the license to ____________________ contained in Schedule A shall constitute an immediate termination of the l icense contained herein, requiring ____________________ to uninstall and return the ____________________ Source Code to ____________________. 2. DEPOSIT Concurrently with the execution of this Agreement, ____________________ shall deposit a copy of the ____________________ Source Code with ____________________. 3 . SOURCE CODE LICENSE MAINTENANCE FEE As compensation for the services to be performed by ____________________ hereunder and the risks to ____________________ hereunder, ____________________ shall pay to ____________________ an initial fee of $5,000.00, payable at the time of execution of this Agreement, and an annual fee in the amount of $___________, to be paid to ____________________ in advance on each anniversary date hereafter. ____________________’ failure to pay the required Source Code License Maintenance Fee shall require ____________________ to uninstall and return the Source Code and shall relieve ____________________ of all obligations set forth herein. ____________________ shall invoice ____________________ at least sixty (60) days prior to each anniversary date hereof. 4. ____________________’ DUTIES. ____________________ shall: a. not reproduce or duplicate the Source Code in any medium, or in any manner whatsoever; b. not sell, assign, convey, or transfer in any manner whatsoever, the Source Code, this Agreement, or any part or portion thereof, or right or interest therein, of any nature, kind, character, descri ption, or duration whatsoever; c. have the affirmative obligation to protect the secrecy and confidentiality of the Source Code, and each part and portion thereof , and not to disclose the Source Code to any third party, by any me ans. ____________________ hereby acknowledges that the Source Code is a trade secret of ____________________ under all of the laws of the several states of the United States, and under federal law, and ____________________ agrees that it is hereby estoppel from making any claim to the contrary in any matter or proceeding involving the Source Code, whether or not ____________________ is a party thereto. ____________________ SHALL BE STRICTLY AND ABSOLUTELY LIABLE TO ____________________ FOR ANY DISCLOSURE OF THE SOURCE CODE OR ANY PART THEREOF TO ANY THIRD PARTY, AND FOR ANY BREACH OF THE SECRECY AND CONFIDENTIALITY OF THE SOURCE CODE. Consistent with the foregoing, ____________________ shall implement sufficient procedures, policies and checkpoints to prevent the disclosure of the Source Code, and will advise and provide copies to ____________________ of all of same from time to time at the request of ____________________, at the cost and expense of Licensee. The foregoing shall include, but not be limited to (i) implementing procedures which wil l limit ____________________' employees’ ____________________ to the Source Code to those who must have ____________________ to the Source Code to allow ____________________ the practical benefit of this Agreement, and (ii) implementing procedures and policies for the security of the Source Code. d. shall use the Source Code only for the exclusive and restricted purpose of installing it on the ____________________ host computer in effort to facilitate a resolution to the defect involving ____________________’s change control management system. ____________________ shall not install the Source Code on any computer, host or location site that is not a computer, host or location site duly licensed under Schedule "A." e. The failure of ____________________ to perform any of the foregoing duties, and/or ____________________’s any breach of the security and confidentiality of the Source Code, or the disclosure of the Source Code to any third party, arising out of acts or omissions of ____________________ respecting the Source Code, whether or not due to the fault or negligence of ____________________, shall constitute a material breach of this Agreement. 5. LIMITED WARRANTY. ____________________ warrants that it is the sole owner of the Source Code; that it has the sole interest, right and title to all copyrights and trade secrets associat ed therewith; that it has no knowledge or reason to believe that the Source Code may lead to any claims of infringement of any copyright, trade secret or other property right by any third party. ____________________ will defend at its expense any action brought against ____________________ to the extent that it is based on a claim that the Code infringe s a copyright in the United States, subject to the limitation of liability stated in Paragraph 11. ____________________ will pay any costs and damages finally awarded against ____________________ in such action which are attributa ble to such claim, provided that ____________________ notifies ____________________ promptly in writing of the claim and permits ____________________ to fully participate in the defense and may, at its option, assume the defense of such claim, in which case ____________________ shall cooperate in the defense and in any settlem ent of such claim. Should the Source Code become the subject of a claim of infringement of a c opyright, ____________________ may procure for ____________________ the right to continue using the Source Code, or replace or modify it to make it non-infringing, or discontinue it. ____________________ shall have no liabil ity for any claim of copyright or patent infringement based on (a) use of other than the exact ve rsion of the Source Code as delivered to ____________________ pursuant to this Agreement, if such infringement would have been avoided by the use thereof, or (b) use of any modified version of the Source Code or combination of the Source Code with non- ____________________ programs or data if such infringement would have been avoided without such use or without such combination with other programs or data. The foregoing states the entire l iability of ____________________ with respect to infringement of any copyright by the Source Code or any parts thereof and ____________________ shall have no liability with respect to any other proprietary rights. 6. DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ____________________ WILL NOT BE OBLIGATED TO MAKE ANY WARRANTY ADJUSTMENTS HEREUNDER, THE SOURCE CODE IS HEREBY ACCEPTED BY ____________________ "AS IS.” ____________________ MAKES NO WARRANTY WHATSOEVER REGARDING THE SOURCE CODE, OTHER THAN AS SET FORTH IN PARAGRAPH 10, AND SPECIFICALLY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOURCE CODE WILL MEET ____________________’ REQUIREMENTS OR THAT THE OPERATION OF THE SOURCE CODE WILL BE UNINTERRUPTED OR ERROR-FREE, ALL OF SUCH WARRANTIES BEING HEREBY DISCLAIMED BY ____________________ IN ALL RESPECTS. __________________ IS ADVISED TO TEST THE SOURCE CODE THOROUGHLY BEFORE RELYING ON IT. 7. LIMITATION OF LIABILITY AND RELEASE . IN NO EVENT WILL ____________________ BE LIABLE TO ____________________ FOR ANY COMPENSATORY DAMAGES OR FOR CONSEQUENTIAL DAMAGES, EVEN IF ____________________ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ANY AND ALL SUCH DAMAGE CLAIMS BEING HEREBY SPECIFICALLY AND KNOWINGLY WAIVED AND RELEASED BY ____________________. ____________________' LIABILITY HEREUNDER FOR DAMAGES INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR PATENT OR COPYRIGHT INFRINGEMENTS, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE CHARGES PAID BY ____________________ FOR THE SOURCE CODE. ____________________ WILL NOT BE LIABLE FOR ANY LOST PROFITS, OR FOR ANY CLAIM OR DEMAND AGAINST ____________________. 8. TERM OF THE LICENSE. This license shall become effective upon the parties execution hereof, and shall remain in effect for the term of the license to ____________________ set forth in Schedule A. A default by ____________________ of the License Agreement set forth in Schedule A shall constitute an immediate termination of the license granted hereunder and shall require ____________________ to uninstall and return to ____________________ the Source Code. 9. PROPERTY OF ____________________ . ____________________ is not allowed to modify or alter the Source Code. However, should ____________________ breach this Agreement and alter or modify the Source Code all work and/or modifications performed to the Source Code by ____________________, including but not limited to, the development, modification or enhancement of the Source Code, computer programs, operating instructions, design concepts and all other documentation developed for or rela ting to the Source Code and all documents, data and other information of any kind, including informa tion incorporating, based upon, or derived from the foregoing, including reports and notes prepared by ____________________ and its employees and agents, and all deliverables developed or prepared by ____________________ (whether or not completed) together with all modifications, revisions, changes, copies, translations, compilations, partial copies with modifications and derivative works, shall be and shall remain the property of ____________________. All applicable rights to patents, copyrights, trademarks, trade secrets and all other property rights in such work and deliverables are, shall be and shall remain in ____________________, and neither ____________________ nor its employees shall have any property interest in such work and the deliverables. All right, title and interest the rein, all rights to patents, trade secrets, trademarks or copyrights inherent therein and appurtenant thereto a re hereby irrevocably property of ____________________. ____________________ shall keep the Source Code free and clear of all claims, encumbrances and liens and any act of ____________________ purporting to create such claims, encumbrances or liens, shall be void, and shall constitute a material breach of this Agreement. 10. ASSIGNMENT . This License, and all or any of the rights granted hereunder, may not be assigned or transferred in any manner without the advance written permission of ____________________, which may be withheld for any reason. Any attempted or purported assignment or transfer shall be void and shall constitute a material breach of this Agreement. 11. SURVIVAL OF OBLIGATIONS . The obligation of ____________________ to maintain the secrecy and confidentiality of the Source Code, and to prevent its disclosure to third parties, shall survive the termination of this Agreement, for any reason, and shall continue and survive any claim made by ____________________ against ____________________ with respect to the secrecy and confidentiality of the Source Code and/or its disclosure, regardless of the resolution of any such claim. 12. __________________'s REMEDIES . __________________ hereby acknowledges __________________'s proprietary interest in the Source Code, the need not to disclose the Source Code to third parties, and the need to maintain inviolate the secrecy and confidential ity of the Source Code, as the Source Code is a material and substantial asset of the business of ____________________, the disclosure or breach of security or confidentiality of which by ____________________ would result in irretrievable and irreparable harm and damage to the value of ____________________' business. Accordingly, ____________________ hereby agrees that ____________________ shall have the right to enjoin any activity of ____________________ respecting its use of the Source Code, which may in any manner whatsoever jeopardize or threaten the disclosure or the secrecy and confidentiality of the Source Code, whether or not the act or omission of ____________________ in question is specifically prohibited by this Agreement. Furthermore, ____________________ acknowledges and agrees that the use or incorporation of the Source Code resulting in the development of a product competitive with ____________________ will result in damage to ____________________ which is significant, material, and difficult, if not impossible, of ascertainment as of the date of this Agreement, as a re sult of which ____________________ and ____________________ agree that ____________________ shall be liable to ____________________ for all compensatory, consequential, continuing, exemplary and future damages in the amount of $___________ in the event of any such use, and in addition thereto, ____________________ shall pay to ____________________ all costs and attorneys' and expert witness fees incurred by ____________________ in the enforcement of this or any other provision of this Agreement. 13. SEVERABILITY. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force as if said provision never existed. 14. INTERPRETATION AND VENUE . This Agreement shall be construed and governed according to the laws of the State of Illinois and, where necessary, under the United States Copyright Act and applicable international treaties. Any and all litigation involving either part y's rights and duties under this Agreement shall be brought in ___________ County, Illinois, U.S.A. The parties hereto agree to submit to the personal and exclusive jurisdiction of the federal and state courts of Il linois with respect to any dispute arising out of this Agreement. 15. NOTICES. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered personally or sent by certified or registered mail to the respec tive party at the addresses set forth on the first page of this Agreement or at such other address as shall be gi ven by either party to the other in writing. 16 . ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, superseding all prior negotiations and discussions. 17. WAIVER AND AMENDMENTS . No waiver, amendment or modification of any provision of this Agreement shall be effective unless consented to by both parties in writing. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate a s a waiver of any such right, power or remedy. 18. TITLES AND HEADINGS. The titles and headings of each section are intended for convenience only and shall not be used in construing or interpreting the meaning of any particular clause or section. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their respective officers duly authorized in their behalf as of this day of 19___. ____________________: ____________________ Name: Name: Title: Title: Date: __________________________