THIS SOFTWARE LICENSE AGREEMENT
(“Agreement”) is made and entered into this ___ day of _____ , 199__ (the
“Effective Date”) by and between The University of Texas (“University”), a
component of The University of Texas System (“System”) and , a corporation
having offices at (“Licensee”).
University is the owner of, or has acquired rights to, the Software and
Documentation (as defined below).
University desires to grant to Licensee and Licensee desires to obtain from
University a(n) (non)exclusive license to use the Software and Documentation
solely in accordance with the terms and on the conditions set forth in this
the parties hereto agree as follows:
“Derivative Products” shall mean computer programs in machine readable
object code or source code form developed or otherwise acquired by Licensee
which are a modification of, enhancement to, derived from or based upon
“Designated Equipment” shall mean the hardware products identified on
Exhibit “A” with which the Software is licensed for use.
“Documentation” shall mean all manuals, user documentation, and other
related materials pertaining to the Software which are furnished to Licensee
by University in connection with the Software.
“End Users” shall mean
“License Fee” shall mean
“Licensed Field” shall mean
“Licensed Territory” shall mean
“Software” shall mean the computer programs in machine readable object code
and source code form listed in Exhibit “A” attached hereto and any
subsequent error corrections or updates supplied to Licensee by University
pursuant to this Agreement. Exhibit “A” may be amended from time to time by
the parties in writing.
2. GRANT OF RIGHTS.
University hereby grants, and Licensee hereby accepts, subject to the terms
and conditions of this Agreement, a(n) (non)exclusive, nontransferable and
nonassignable license (i) to use and modify the Software in source code form
to create Derivative Products and (ii) to use, manufacture, reproduce, have
reproduced, sublicense, market and distribute the Documentation and the
Software and any Derivative Products in object code form solely for use with
the respective Designated Equipment identified on Exhibit “A” attached
hereto from the Effective Date hereof until terminated in accordance
Licensee shall have the right to copy or reproduce the Software and
Documentation, in whole or in part, as necessary to license to End Users the
object code version of the Software for use on designated systems. Such End
Users shall be users of Licensee’s [computerized diagnostic imaging
equipment or computers]. Licensee agrees that the Software is University’s
confidential information and shall treat and handle confidential information
in accordance with the provisions of Article 16. Licensee shall be
responsible for the payment of royalties due to University hereunder based
on any licenses granted by Licensee to End Users using Software, whether or
not such amounts have been actually paid to or received by Licensee from its
University shall have the right at any time after two (2) years from the
date of this Agreement, to terminate the exclusivity of the license granted
herein in any jurisdiction within Licensed Territory if Licensee, within
ninety (90) days after written notice from University as to such intended
termination of exclusivity, fails to provide written evidence that it has
licensed End Users or is actively attempting to recruit End Users of the
Software licensed hereunder within such jurisdiction. University agrees to
negotiate in good faith with Licensee for terms under such a non-exclusive
arrangement. Evidence provided by Licensee that it has an active development,
manufacturing or marketing program directed toward production and licensing
of Software shall be deemed satisfactory evidence. Upon University’s written
request, but not more than once per calendar year, Licensee agrees to inform
University of its efforts to commercialize Software.]
University shall deliver to Licensee a master copy of the Software licensed
hereunder in object code form suitable for reproduction, together with a copy
of the Software in source code form. University shall deliver the foregoing in
electronic files only.
Error Corrections and Updates. University will provide Licensee with error
corrections, bug fixes, patches or other updates to the Software licensed
hereunder in object code form to the extent available in accordance with
University’s release schedule for a period of one (1) year from the date of
shipment. In addition, University will provide Licensee with updated source
code for each new release of the Software licensed hereunder to the extent
available for a period of one (1) year from the date of shipment.
Other Modifications. Licensee may, from time to time, request that
University incorporate certain features, enhancements or modifications into
the Software. University may, in its sole discretion, undertake to
incorporate such changes and distribute the Software so modified to all or
any of University’s licensees.
Title to Modifications. All such error corrections, bug fixes, patches,
updates or other modifications shall be the sole property of University.
5. DERIVATIVE PRODUCTS.
Title to Incorporated Software. Title to and ownership of any portion of the
Software or Documentation incorporated into a Derivative Product shall at
all times remain with University and/or its supplier, and Licensee shall not
have any title or ownership interest therein.
Title to Derivative Products. Title to and ownership of any portion of a
Derivative Product created by Licensee and not owned by University and/or
its supplier pursuant to Section 5.1 above shall be held by Licensee.
Incorporation Into Other Software. Licensee may, in its discretion,
incorporate the Software, Derivative Products or parts thereof, into other
of its products, provided Licensee complies with the provisions of Article 2
above and Licensee’s obligations under Articles 6, 7 and 8 below.
Maintenance of Derivative Products. University shall not be required to
maintain or otherwise repair any Derivative Products. Any assistance in
repairing errors or defects in the Derivative Products which may be provided
by University, in its sole discretion, shall be subject to the terms of a
Products Developed by University. Nothing contained in this Agreement shall
be construed to limit University’s rights to modify the Software or to
develop other products which are similar to or offer the same or similar
improvements as any Derivative Products developed by Licensee. [Note - may
not be appropriate with an exclusive license.]
6. LICENSE FEES AND PAYMENT.
License Fee. In consideration of the license rights granted in Article 2
above, Licensee shall pay the License Fees or other consideration for the
Software, Documentation and any Derivative Products as set forth on Exhibit
“A” attached hereto. All amounts payable hereunder by Licensee shall be
payable in United States funds without deductions for taxes, assessments,
fees, or charges of any kind. Checks shall be made payable to University and
shall be forwarded to the Office at University as follows:
Taxes and Other Charges. Licensee shall be responsible for paying all (i)
sales, use, excise, value-added, or other tax or governmental charges
imposed on the licensing or use of the Software, Derivative Products or
Documentation hereunder, (ii) freight, insurance and installation charges,
and (iii) import or export duties or like charges.
Audit. For a period of three (3) years following the delivery of a report
pursuant to Section 6.6 below, Licensee shall keep complete and accurate
records of the number of copies of the Software sold or otherwise
transferred and the media in which it was transferred to End Users by
Licensee under the license granted by this Agreement in sufficient detail to
enable the royalties payable hereunder to be determined accurately. Licensee
shall permit an independent public accountant selected by University or its
representatives, and approved by Licensee, such approval not to be
unreasonably withheld, at University’s expense, to periodically examine its
books, ledgers, and records during regular business hours for the purposes
of and to the extent necessary to verify any report required under this
Agreement. In the event that the amounts due to University are determined to
have been underpaid, Licensee shall pay accrued interest at the prime rate
plus two percent (2%), unless such interest is greater than the highest
allowable rate by law in which case the interest rate shall be the highest
allowable rate by law, together with the amount of monies underpaid, within
fifteen (15) days of notification by University of the underpayment. If such
underpayment is more than ten percent (10%) of the amount due, Licensee
shall further pay the cost of such examination.
6.4 Reports. Within sixty (60) days after March 31 and
September 30 of each year, Licensee shall deliver to University a true and
accurate report setting forth in detail the number of copies of the Software
sold or otherwise transferred and the media in which it was transferred
under this Agreement to End Users during the preceding six (6) calendar
months. Such report shall include at least (a) the numbers of copies of
Software that it has produced during the period; (b) the total number of End
User licenses granted during the period;
calculation of royalties thereon; and (d) the total royalties so computed
and due to University for the reporting period. Simultaneously with the
delivery of each such report, Licensee shall pay to University the amount,
if any, due for the period covered by such report. If no payments are due,
it shall be so reported.
7. PROTECTION OF SOFTWARE.
Proprietary Notices. Licensee shall maintain and place on any copy of the
Software which it reproduces, whether for internal use or for distribution
to End Users, all such notices as are authorized and/or required hereunder.
Licensee shall use the following notice, or such other reasonable notice as
University shall from time to time require, on each copy of the Software.
Such notice shall be loaded in the computer memory for use, display, or
reproduction and shall be embedded in program source code and object code,
in the video screen display, on the physical medium embodying the Software
copy, and on any Documentation and sub-licensee reference manuals:
This software and documentation constitute an
unpublished work and contain valuable trade secrets and proprietary
information belonging to University. None of the foregoing material may be
copied, duplicated or disclosed without the express written permission of
University. UNIVERSITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING
THIS SOFTWARE AND DOCUMENTATION, INCLUDING ANY WARRANTIES OF MERCHANTABILITY
AND/OR FITNESS FOR ANY PARTICULAR PURPOSE, AND WARRANTIES OF PERFORMANCE,
AND ANY WARRANTY THAT MIGHT OTHERWISE ARISE FROM COURSE OF DEALING OR USAGE
OF TRADE. NO WARRANTY IS EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE USE
OF THE SOFTWARE OR DOCUMENTATION. Under no circumstances shall University be
liable for incidental, special, indirect, direct or consequential damages or
loss of profits, interruption of business, or related expenses which may
arise from use of software or documentation, including but not limited to
those resulting from defects in software and/or documentation, or loss or
inaccuracy of data of any kind.
Ownership. Licensee further acknowledges that all copies of the Software in
any form provided by University or made by Licensee are the sole property of
University and/or its suppliers. Licensee shall not have any right, title,
or interest in or to any such Software or copies thereof except as provided
in this Agreement, and further shall secure and protect all Software,
Derivative Products and Documentation consistent with maintenance of
University’s proprietary rights therein.
Sublicenses. No license to sublicense the source code of the Software or any
portion thereof included in any Derivative Products is granted hereunder. In
addition, Licensee will not sublicense the object code of the Software or
any portion thereof included in any Derivative Product to customers of
Licensee without a sublicense agreement which includes, without substantive
alteration, the terms and conditions set forth in Exhibit “B” attached
hereto. Each such sublicense agreement shall be written in the principal
language used for the conduct of business in the country where the
sublicense agreement is being used. Licensee will provide University with a
copy of each sublicense agreement used by Licensee to sublicense the
Software. Licensee agrees to use its best efforts to enforce the obligations
of its sublicense agreements and to inform University of any known breach of
such obligations. University shall have the right to enforce the terms of
each sublicense agreement.
Copies. Licensee shall not copy the source code of the Software except that
Licensee may make one copy solely for archival or backup purposes, and may
make such copies as are necessary for the creation of Derivative Products.
Acknowledgement. Licensee hereby acknowledges and agrees that the Software,
Derivative Products and Documentation constitute and contain valuable
proprietary products and trade secrets of University and/or its suppliers,
embodying substantial creative efforts and confidential information, ideas,
and expressions. Accordingly, Licensee agrees to treat (and take precautions
to ensure that its employees treat) the Software, Derivative Products, and
Documentation as confidential in accordance with the confidentiality
requirements and conditions set forth below.
8.2 Maintenance of Confidential Information. Each party
agrees to keep confidential all confidential information disclosed to it by
the other party in accordance herewith, and to protect the confidentiality
thereof in the same manner it protects the confidentiality of similar
information and data of its own (at all times exercising at least a
reasonable degree of care in the protection of confidential information);
provided, however, that neither party shall have any such obligation with
respect to use of disclosure to others not parties to this Agreement of such
confidential information as can be established to: (a) have been known
publicly; (b) have been known generally in the industry before communication
by the disclosing party to the recipient;
become know publicly, without fault on the part of the recipient, subsequent
to disclosure by the disclosing party; (d) have been known otherwise by the
recipient before communication by the disclosing party; or (e) have been
received by the recipient without any obligation of confidentiality from a
source (other than the disclosing party) lawfully having possession of such
Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer
or disclosure of the Software, Derivative Products, Documentation or copies
thereof will (i) substantially diminish the value to University of the trade
secrets and other proprietary interests that are the subject of this
Agreement; (ii) render University’s remedy at law for such unauthorized use,
disclosure or transfer inadequate; and (iii) cause irreparable injury in a
short period of time. If Licensee breaches any of its obligations with
respect to the use or confidentiality of the Software, Derivative Products
or Documentation, University shall be entitled to equitable relief to
protect its interests therein, including, but not limited to, preliminary
and permanent injunctive relief.
Survival. Licensee’s obligations under this Article 8 will survive the
termination of this Agreement or of any license granted under this Agreement
for whatever reason.
9. WARRANTIES; SUPERIOR RIGHTS.
Ownership. Except for the rights, if any of the Government of the United
States, as set forth hereinbelow, University represents its belief that it
is the owner of the entire right, title, and interest in and to Software,
and that it has the sole right to grant licenses thereunder, and that it has
not knowingly granted licenses thereunder to any other entity that would
restrict rights granted hereunder except as stated herein.
Government Rights. Licensee understands that the Software may have been
developed under a funding agreement with the Government of the United States
of America and, if so, that the Government may have certain rights relative
thereto. This Agreement is explicitly made subject to the Government’s
rights under any such agreement and any applicable law or regulation, if
any. To the extent that there is a conflict between any such agreement,
applicable law or regulation and this Agreement, the terms of such
Government agreement, applicable law or regulation shall prevail.
Distribution of the Software to any government agency by Licensee shall not
be subject to the License Fee set forth herein.
Limited Warranty. University represents and warrants to Licensee that the
Software when properly installed by Licensee and used with the Designated
Equipment will perform substantially as described in University’s then
current Documentation for such Software for a period of ninety (90) days
from the date of shipment.
Limitations. Notwithstanding the warranty provisions set forth in Section
9.3 above, all of University’s obligations with respect to such warranties
shall be contingent on Licensee’s use of the Software in accordance with
this Agreement and in accordance with University’s instructions as provided
by University in the Documentation, as such instructions may be amended,
supplemented, or modified by University from time to time. University shall
have no warranty obligations with respect to any failures of the Software
which are the result of accident, abuse, misapplication, extreme power surge
or extreme electromagnetic field.
Licensee’s Sole Remedy. University’s entire liability and Licensee’s
exclusive remedy shall be, at University’s option, either (a) return of the
price paid or (b) repair or replacement of the Software upon its return to
University; provided University receives written notice from Licensee during
the warranty period of a breach of warranty. Any replacement Software
Product will be warranted for the remainder of the original warranty period
or thirty (30) days, whichever is longer.
Disclaimer of Warranties. UNIVERSITY DOES NOT REPRESENT OR WARRANT THAT ALL
ERRORS IN THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. THE WARRANTIES
STATED IN SECTION 9.3 ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES
OFFERED BY UNIVERSITY. THERE ARE NO OTHER WARRANTIES RESPECTING THE SOFTWARE,
DERIVATIVE PRODUCTS, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER, EITHER
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF UNIVERSITY HAS
BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF UNIVERSITY IS AUTHORIZED TO ALTER
OR EXCEED THE WARRANTY OBLIGATIONS OF UNIVERSITY AS SET FORTH HEREIN.
Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT THE
CONSIDERATION WHICH UNIVERSITY IS CHARGING HEREUNDER DOES NOT INCLUDE ANY
CONSIDERATION FOR ASSUMPTION BY UNIVERSITY OF THE RISK OF LICENSEE’S
CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH
LICENSEE’S USE OF THE SOFTWARE, DERIVATIVE PRODUCTS AND DOCUMENTATION.
ACCORDINGLY, LICENSEE AGREES THAT UNIVERSITY SHALL NOT BE RESPONSIBLE TO
LICENSEE FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE SOFTWARE,
DERIVATIVE PRODUCTS OR DOCUMENTATION. Any provision herein to the contrary
notwithstanding, the maximum liability of University to any person, firm or
corporation whatsoever arising out of or in the connection with any license,
use or other employment of any Software delivered to Licensee hereunder,
whether such liability arises from any claim based on breach or repudiation
of contract, warranty, tort or otherwise, shall in no case exceed the actual
price paid to University by Licensee for the Software whose license, use, or
other employment gives rise to the liability. The essential purpose of this
provision is to limit the potential liability of University arising out of
this Agreement. The parties acknowledge that the limitations set forth in
this Article 9 are integral to the amount of consideration levied in
connection with the license of the Software, Derivative Products and
Documentation and any services rendered hereunder and that, were University
to assume any further liability other than as set forth herein, such
consideration would of necessity be set substantially higher.
[NOTE: Do not offer this paragraph unless it
is requested by the licensee. Delete it from all blank agreements that you
send out to prospective licensees.]
10. . INDEMNIFICATION.
University shall indemnify, hold harmless and defend Licensee against any
action brought against Licensee to the extent that such action is based on a
claim that the unmodified Software, when used in accordance with this
Agreement, infringes a United States copyright and University shall pay all
costs, settlements and damages finally awarded; provided, that Licensee
promptly notifies Institution in writing of any claim, gives University sole
control of the defense and settlement thereof and provides all reasonable
assistance in connection therewith. If any Software is finally adjudged to
so infringe, or in University’s opinion is likely to become the subject of
such a claim, University shall, at its option, either: (i) procure for
Licensee the right to continue using the Software (ii) modify or replace the
Software to make it noninfringing, or (iii) refund the fee paid, less
reasonable depreciation, upon return of the Software. University shall have
no liability regarding any claim arising out of: (w) use of other than a
current, unaltered release of the Software unless the infringing portion is
also in the then current, unaltered release, (x) use of the Software in
combination with non-University software, data or equipment if the
infringement was caused by such use or combination, (y) any modification or
derivation of the Software not specifically authorized in writing by
University or (z) use of third party software. THE FOREGOING STATES THE
ENTIRE LIABILITY OF UNIVERSITY AND THE EXCLUSIVE REMEDY FOR LICENSEE
RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER
PROPRIETARY RIGHT BY THE SOFTWARE.
[NOTE: This paragraph would be paragraph 10.1
in first drafts of this agreement and the first clause (“Except for the
foregoing infringement claims,” would be deleted. If the licensee asks for
an infringement indemnity, offer 10.1 above and this paragraph, with the
reinstated lead-in clause.]
Except for the foregoing infringement claims, Licensee shall indemnify and
hold harmless System, University, their Regents, officers, agents and
employees from and against any claims, demands, or causes of action
whatsoever, including without limitation those arising on account of
Licensee’s modification or enhancement of the Software or otherwise caused
by, or arising out of, or resulting from, the exercise or practice of the
license granted hereunder by Licensee, its sub-licensees, if any, its
subsidiaries or their officers, employees, agents or representatives.
[NOTE: This section must be included if the
Software has medical applications.]
Licensee shall carry and maintain paid up policies for adequate products
liability insurance, with University identified as an additional insured,
and Licensee shall provide University with proof of all such insurance,
copies of all such policies, and any renewals thereof at University’s
University, as a component of System, is an agency of the State of Texas and
is self-insured pursuant to The University of Texas System Professional
Medical Malpractice Self-Insurance Plan, under the authority of Section
59.01, Texas Education Code. University has and will maintain in force
during the term of this Agreement adequate insurance to cover its
12. PATENTS AND INVENTIONS.
[NOTE: This section is only appropriate with
an exclusive license.]
If after consultation with Licensee it is agreed by University and Licensee
that a patent application should be filed for Software, University will
prepare and file appropriate patent applications. Licensee shall pay the
cost of searching, preparing, filing, prosecuting and maintaining patent
applications and patents relating to Software. In exchange for payment of
such costs associated with obtaining Software patent rights and continued
payment of royalties and other consideration hereunder, Licensee shall
receive an exclusive license, with the right to sublicense, for the use of
Software patent rights extending for the term of any such patent or patents
that may issue. If Licensee notifies University that it does not intend to
pay such costs, or if Licensee does not respond or make an effort to reach
agreement, the University may file such application at its own expense, and
Licensee shall have no rights to such invention under this Agreement or
otherwise. University shall provide Licensee with a copy of the application
filed for which Licensee has paid the cost of filing, as well as copies of
any documents received or filed during prosecution thereof, all of which
Licensee shall treat as University’s confidential information. The parties
agree to cooperate to the fullest extent to maximize the protection of the
Software including without limitation the execution of necessary documents.
Licensee may petition University for approval to prepare and file
appropriate United States and foreign applications on Software, or any
portion thereof, subject to University’s approval of the content of the
application(s) and any amendments thereto. In addition, Licensee agrees to:
Notify University of its intent to file for patent(s) related
to Software at least thirty (30) days prior to applying for patent(s);
Licensee’s choice of patent counsel to prepare and prosecute said patent
application(s). Final approval of patent counsel shall rest with University,
whose approval shall not be unreasonably withheld;
Subject to University’s approval, prepare, file and prosecute
appropriate patent application(s), and maintain any patent(s) that may
subsequently issue, on the invention(s) and bear all such costs;
Assign such patent application(s) to System;
Provide University with a copy (or copies) of all patent
applications, as well as copies of any documents received or filed during
prosecution thereof. Licensee will provide University with the opportunity to
review, approve and comment thereon.
13. DEFAULT AND TERMINATION.
Events of Default. This Agreement may be terminated by the nondefaulting
party if any of the following events of default occur: (1) if a party
materially fails to perform or comply with this Agreement or any provision
hereof; (2) if either party fails to strictly comply with the provisions of
Article 9 (Confidentiality) or makes an assignment in violation of Article
13 (Non-assignability); (3) if a party becomes insolvent or admits in writing
its inability to pay its debts as they mature, or makes an assignment for
the benefit of creditors; (4) if a petition under any foreign, state, or
United States bankruptcy act, receivership statute, or the like, as they now
exist, or as they may be amended, is filed by a party; or (5) if such a
petition is filed by any third party, or an application for a receiver is
made by anyone and such petition or application is not resolved favorably
within ninety (90) days.
Effective Date of Termination. Termination due to a material breach of
Articles 2 (Grant of Rights), 5 (Derivative Products), 7 (Protection of
Software), or 8 (Confidentiality) shall be effective on notice. In all other
cases, termination shall be effective thirty (30) days after notice of
termination to the defaulting party if the defaults have not been cured
within such thirty (30) day period.
Obligations on Termination. Within ten (10) days after termination of this
Agreement, Licensee shall cease and desist all use of the Software,
Derivative Products and Documentation and shall return to University all
full or partial copies of the Software, Derivative Products and
Documentation in Licensee’s possession or under its control.
notices, authorizations, and requests in connection with this Agreement shall
be deemed given (i) five days after being deposited in the U.S. mail, postage
prepaid, certified or registered, return receipt requested; or (ii) one day
after being sent by overnight courier, charges prepaid, with a confirming fax;
and addressed as first set forth above or to such other address as the party
to receive the notice or request so designates by written notice to the other.
Licensee shall not assign this Agreement or its rights hereunder without the
prior written consent of University.
16. GOVERNING LAW; JURISDICTION AND VENUE.
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Texas. The Texas state courts of
County, Texas (or, if there is exclusive federal jurisdiction, the United
States District Court for the District of Texas) shall have exclusive
jurisdiction and venue over any dispute arising out of this Agreement, and
Licensee hereby consents to the jurisdiction of such courts.
17. EXPORT REQUIREMENTS.
Software, Derivative Products, Documentation and all related technical
information or materials are subject to export controls and are licensable
under the U.S. Government export regulations. Licensee will comply strictly
with all legal requirements established under these controls and will not
export, re-export, divert, transfer or disclose, directly or indirectly the
Software, Derivative Products, Documentation and any related technical
information or materials without the prior approval of the U.S. Department of
18. GOVERNMENT CONTRACTS.
Software, Derivative Products or Documentation to be furnished hereunder are
to be used in the performance of a government contract or subcontract, the
software shall be provided on a “restricted rights” basis only and Licensee
shall place a legend, in addition to applicable copyright notices, in the form
provided under the governmental regulations. University shall not be subject
to any flowdown provisions required by the governmental customer unless agreed
to by University in writing.
provision of this Agreement shall be held by a court of competent jurisdiction
to be illegal, invalid or unenforceable, the remaining provisions shall remain
in full force and effect.
Agreement and its exhibits contain the entire understanding and agreement
between the parties respecting the subject matter hereof. This Agreement may
not be supplemented, modified, amended, released or discharged except by an
instrument in writing signed by each party’s duly authorized representative.
All captions and headings in this Agreement are for purposes of convenience
only and shall not affect the construction or interpretation of any of its
provisions. Any waiver by either party of any default or breach hereunder
shall not constitute a waiver of any provision of this Agreement or of any
subsequent default or breach of the same or a different kind.
IN WITNESS WHEREOF,
the parties have caused their duly authorized representatives to execute this
Agreement as of the date first set forth above.
University of Texas
SOFTWARE AND CONSIDERATION
any Designated Equipment and Licensee Fees, royalties or other consideration
for Software, Derivative Products or Documentation.]
If a U.S. Government End User sublicenses the Software, Licensee agrees to
discount the purchase price paid by such U.S. Government End User for any
Software by the amount of earned running royalties due University.
REQUIRED PROVISIONS OF SUBLICENSES
sublicense agreement of Licensee for the purpose of licensing the right to use
Software or any Derivative Product in object code form shall include, at a
minimum, the following terms and conditions:
Each agreement shall grant the sublicensee the right to use the Software or
Derivative Product in object code form solely in connection with the
The sublicensee may not copy the Software or Derivative Product except that
the sublicensee may make one copy for archival or backup purposes.
The sublicensee shall acknowledge that the Software is the sole property of
University and/or its suppliers and shall agree to respect and not remove,
obliterate or cancel from view any copyright, trademark, confidentiality or
other proprietary notice, mark or legend appearing on any Software Product
or Derivative Product, and to reproduce and include same on the archival or
The sublicensee shall agree not to modify, reverse engineer, disassemble, or
decompile the Software, Derivative Products, or any portion thereof.
The sublicensee shall agree that Licensee and not University shall be
responsible for any support to sublicensee. Under no circumstances will
University be liable for any consequential, indirect, special, or incidental
damages which may arise in connection with sublicensee’s use of the Software,
Derivative Products or Documentation.