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LICENSE.TXT
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1993-11-05
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STEVE JACKSON GAMES INCORPORATED
COMPUTERIZED GAME AID LICENSE AGREEMENT (GM-AID.LIC)
Timothy Cain - GURPS Star System Generator V1.0
This License Agreement (Agreement) is entered into effect as of the
November 5, 1993, between the parties hereto, who agree as follows
in consideration of the mutual promises contained herein:
1. PARTIES
1:1 Steve Jackson Games Incorporated (hereinafter "SJ Games") is a
Texas corporation having a business address of P.O. Box 18957, Austin, Texas
78760.
1:2 Timothy Cain (hereinafter "LICENSEE") is an individual
having a business address of 180 E. 21st Street, Apt. #D-2, Costa Mesa,
CA 92627.
1:3 SJ Games and LICENSEE are the parties to this agreement.
2. BACKGROUND
2:1 SJ Games publishes equipment sold as a unit for playing a
copyrighted parlor game (hereinafter referred to as "games") under numerous
marks, including the mark GAMENAME (hereinafter sometimes referred to as the
MARK). SJ Games owns the copyrights in the games and the exclusive right to
use the mark GAMENAME for parlor and board games, and has acquired public
recognition and goodwill in the MARK through use of the MARK. SJ Games further
holds the rights to reproduce, manufacture, adapt, distribute, and market all
descriptions, symbols, and visual representations of the characters and world
system of the GAMENAME game and game rules.
2:2 LICENSEE recognizes SJ Games' copyrights in the games and the
goodwill appurtenant to the use of the mark GAMENAME, and desires to obtain a
non-exclusive license to utilize portions of such copyrighted materials and
the mark GAMENAME in connection with a computerized game aid based on the
GAMENAME game. SJ Games is willing to grant such a license under the terms and
conditions of this agreement.
3. DEFINITIONS
3:1 MARK or MARKS includes trademarks and service marks.
3:2 LICENSED MARK means the mark GAMENAME.
3:3 LICENSED PRODUCTS means the computerized game aid(s) based on, and
designed for use with, the GAMENAME game. This specifically excludes and
prohibits any and all products which may be used as games independently of the
GAMENAME game material sold by SJ Games.
3:4 COVER PRICE means publisher's suggested retail sales price.
3:5 EFFECTIVE DATE means the date specified in the first paragraph of
this agreement.
3:6 SOLD (or SALE) means that a LICENSED PRODUCT is shipped,
distributed, paid for, billed, or invoiced (whichever comes first).
3:7 TERM means the effective period of this agreement, which shall
commence on the EFFECTIVE DATE and which shall terminate pursuant to the
provisions of Paragraph 7 and/or Paragraph 19 of this agreement.
3:8 QUALITY means a level of quality acceptable to SJ Games.
Determination of QUALITY of LICENSED PRODUCTS is more specifically discussed
in Paragraph 11 of this agreement.
3:9 COPYRIGHTED MATERIAL means all copyrighted works or portions
thereof contained in the GAMENAME game which are proprietary to SJ Games and
which LICENSEE is permitted to incorporate into the LICENSED PRODUCTS as
provided in paragraph 11.1 of this agreement. Unless prior written approval is
given by SJ Games, LICENSEE may not alter or otherwise modify these
copyrighted materials for inclusion in the LICENSED PRODUCTS.
4. GRANT OF LICENSE
Subject to the terms and conditions of this agreement, SJ Games grants
to LICENSEE the non-exclusive right and license to (a) utilize the LICENSED
MARK solely on and in connection with the LICENSED PRODUCTS of QUALITY during
the term hereof, and (b) reproduce (without modification) and distribute the
COPYRIGHTED MATERIAL solely in connection with LICENSED PRODUCTS of QUALITY
during the term hereof.
5. PAYMENTS TO SJ GAMES
5:1 No "advance against royalties" shall be payable under this
agreement.
5:2 LICENSEE shall pay to SJ Games a continuing royalty of 5% (five
percent) of the COVER PRICE of all LICENSED PRODUCTS SOLD by LICENSEE or any
of its subsidiaries, divisions, or affiliates. If LICENSEE sells any LICENSED
PRODUCTS to any party affiliated with LICENSEE, or in any way directly or
indirectly related to or under common control with LICENSEE, at a price less
than the regular COVER PRICE charged to other parties, the royalties payable
hereunder shall be computed on the basis of the regular COVER PRICE charged to
other parties. There shall be no deduction from the royalties owed for
uncollectible accounts, or for shipping, insurance, taxes, fees, assessments,
advertising or other expenses of any kind which may be incurred or paid by
LICENSEE.
5:3 If LICENSEE distributes a LICENSED PRODUCT as "freeware" or by any
similar scheme, such that the product is distributed without charge, then no
royalties shall be payable. LICENSEE may charge a distribution fee not to
exceed $4.00 per copy in order to cover handling and disk costs for disks
actually distributed by LICENSEE.
6. STATEMENTS AND BOOKS OF ACCOUNT
6:1 LICENSEE shall submit quarterly statements to SJ Games in the
format and containing the information specified in Attachment A hereto. Such a
statement shall be submitted to SJ Games within thirty (30) days after the end
of each quarter, and shall be accompanied by payment of continuing royalties
payable pursuant to Paragraph 5 above for that calendar quarter. If products
are being distributed without charge, or if no products are distributed, a
statement showing number of products distributed is still required.
6:2 All delinquent amounts not paid when due pursuant to paragraph 6:1
above shall be charged the maximum rate of interest permitted under applicable
state law, but not to exceed one and one-half percent (1 1/2%) per month or
any portion thereof during which said amounts remain delinquent.
6:3 LICENSEE agrees to keep accurate books of account and records
covering all transactions relating to any LICENSED PRODUCTS. SJ Games and/or
its authorized representative shall have the right at all reasonable hours of
the day at LICENSEE's usual place of business, upon ten (10) days' notice, to
examine and copy all said books of accounts and records and all other
documents and material in the possession or under the control of LICENSEE
insofar as they relate to the LICENSED PRODUCTS, in order to determine the
accuracy of the statements delivered by LICENSEE to SJ Games. If any such
examination shall reveal an error of more than five percent (5%) in royalties
paid or payable hereunder, or if such examination is made because of
LICENSEE's failure to pay any amounts due hereunder, then LICENSEE shall bear
all costs incurred by SJ Games in connection with the examination. Upon demand
of SJ Games, LICENSEE shall, at its own expense, furnish to SJ Games a
detailed statement, signed by LICENSEE, showing the number, description and
COVER PRICE of the LICENSED PRODUCTS covered by this agreement SOLD by
LICENSEE to the date of SJ Games' demand. All such books of account and
records shall be kept available during the TERM and for at least one year
thereafter.
7. DEFAULT, TERMINATION
7:1 In the event that LICENSEE fails to submit timely statements and
payment to SJ Games as provided in this agreement, or in the event either
party fails to comply with any of its obligations under this agreement, except
as provided below, the other party may serve on the defaulting party a notice
of default specifying the nature of the default. If the default is not cured
within thirty (30) days from service of the notice of default, the other party
may then serve its notice of termination, and this agreement shall be
automatically terminated upon service of said Notice of Termination. However,
the above requirements for notice of default, cure, and notice of termination
shall not apply to any unlawful or unauthorized use by LICENSEE of the
LICENSED MARK or the COPYRIGHTED MATERIAL. In such circumstances, SJ Games
may terminate this agreement immediately by providing LICENSEE with a Notice
of Termination which specifies the nature of the default.
7:2 In the event that LICENSEE fails to complete, submit for approval
and distribute at least one LICENSED PRODUCT within one year of the effective
date of this agreement, this agreement shall automatically terminate.
7:3 Unless sooner terminated pursuant to the above provisions, this
agreement shall remain in effect throughout the TERM.
8. EFFECT OF TERMINATION
8:1 Upon expiration or termination of this agreement, all rights
granted to LICENSEE hereunder shall cease, and LICENSEE will refrain from
further use of the COPYRIGHTED MATERIAL and the LICENSED MARK (or any mark or
name reasonably deemed by SJ Games to be similar to the LICENSED MARK) in
connection with the manufacture, sale, distribution or promotion of products
or services. LICENSEE acknowledges that failure to comply with this provision
will result in immediate and irreparable harm affording injunctive and any and
all other appropriate relief to SJ Games.
8:2 Upon expiration or termination of this agreement, LICENSEE shall
not operate its business in any manner which would falsely suggest to the
public that this agreement is still in force, or that any relationship exists
between LICENSEE and SJ Games.
8:3 Expiration or termination of this agreement shall not relieve
LICENSEE from any obligation to pay SJ Games any payments due and owing at or
through the time of termination.
9. PERSONAL LICENSE
9:1 The license granted to LICENSEE by this agreement is personal, and
no rights hereunder may be transferred by LICENSEE without the express written
approval of SJ Games. LICENSEE shall immediately notify SJ Games of any change
or proposed change in ownership or control of LICENSEE during the TERM hereof.
9:2 LICENSEE shall grant no sublicenses under this agreement, but this
shall not prevent LICENSEE from having products made for it to its
specifications, provided all provisions of this agreement are satisfied.
10. GOODWILL AND COOPERATION
10:1 LICENSEE agrees that the essence of this agreement is founded on
the goodwill associated with the name of SJ Games and the LICENSED MARK, and
the value of that goodwill in the minds of the consuming public. LICENSEE
agrees that it is critical that this goodwill be protected and enhanced and,
toward this end, LICENSEE shall not during the TERM or thereafter:
a) attack the title or any rights of SJ Games in or to a
LICENSED MARK or to any other mark of SJ Games;
b) apply to register, or maintain any application or
registration, on a LICENSED MARK or any other mark confusingly similar
thereto;
c) use any colorable imitation of a LICENSED MARK, or any
variant form of a LICENSED MARK not specifically approved by SJ Games;
d) misuse a LICENSED MARK;
e) take any action that would bring a LICENSED MARK into
public disrepute;
f) use a LICENSED MARK, or any mark or name confusingly
similar thereto, in its corporate or trade name;
g) take any action that would tend to destroy or to diminish
the goodwill in a LICENSED MARK; or
h) use any mark of SJ Games without license.
10:2 All use by LICENSEE of a LICENSED MARK inures to the benefit of
SJ Games.
10:3 LICENSEE agrees to cooperate fully with SJ Games in securing and
maintaining the goodwill of SJ Games in the LICENSED MARKS, and in securing
and/or maintaining registration of the LICENSED MARKS.
11. QUALITY CONTROL; PRODUCT, PACKAGING, AND ADVERTISING APPROVAL
11:1 All LICENSED PRODUCTS shall be QUALITY goods. LICENSEE shall
submit to SJ Games for approval as a LICENSED PRODUCT any product which it
wishes to publish, manufacture, or sell involving use of a LICENSED MARK or
COPYRIGHTED MATERIAL. When making such submission to SJ Games, LICENSEE will
provide SJ Games with a complete list of all COPYRIGHTED MATERIAL which
LICENSEE has incorporated into the LICENSED PRODUCT, e.g., all charts, tables,
text and the like. SJ Games shall review such product for approval as to use
of the LICENSED MARK, the environment of use of the LICENSED MARK, and the
selection and use of the COPYRIGHTED MATERIAL, and, within twenty (20) working
days after receipt of the product for review from LICENSEE, shall provide
written notice to LICENSEE of objections, if any, to the use of the LICENSED
MARK, the environment of use of the LICENSED MARK in such product, or as to
the selection or use of the COPYRIGHTED MATERIAL. LICENSEE shall thereafter
alter the product to overcome the objections, if any, set forth by SJ Games
and resubmit the product for approval by SJ Games as set forth above; or, if
such objections cannot be overcome in a manner acceptable to SJ Games,
LICENSEE shall delete all uses of the LICENSED MARK and COPYRIGHTED MATERIAL
from such product. If, at any stage, SJ Games does not give notice of any
objections within twenty (20) working days (excluding holidays and weekends)
after receiving a proposed product from LICENSEE, then such product shall be
deemed approved for use as a LICENSED PRODUCT. After approval of a LICENSED
PRODUCT has been granted by SJ Games, LICENSEE shall not depart therefrom in
any material respect without approval from SJ Games.
11:2 Approval of any product pursuant to Paragraph 11:1 above shall be
only as to the use of the LICENSED MARK and COPYRIGHTED MATERIAL and shall not
constitute approval by SJ Games of the use by LICENSEE of the marks or
copyrighted works of other parties. Pursuant to the terms of Paragraph 13:1
below, LICENSEE agrees that it is wholly responsible for any use it makes of
the marks of others.
11:3 SJ Games shall have the right, through its employee(s) or
designated representative(s) during normal business hours, to inspect the
facilities and product inventory of LICENSEE to assure itself that QUALITY is
being maintained at all times and to verify compliance with any objections or
criteria specified by SJ Games.
11:4 All packaging and advertising bearing the LICENSED MARK or
COPYRIGHTED MATERIAL shall be subject to the approval of SJ Games. SJ Games
shall use its best efforts in expediting review of any packaging and
advertising submitted by LICENSEE for approval, and shall provide to LICENSEE
written notice of objections, if any, to such packaging and advertising within
twenty (20) working days after receipt. If any objections are presented by SJ
Games, LICENSEE shall alter such packaging and/or advertising in response to
such objections and resubmit such packaging and/or advertising to SJ Games for
approval pursuant to the terms set forth above. If the objections cannot be
overcome in a manner acceptable to SJ Games, then LICENSEE shall delete all
use of the LICENSED MARK and the COPYRIGHTED MATERIAL from such packaging
and/or advertising. If, at any stage, SJ Games does not give notice of any
objections to such packaging and advertising within twenty (20) working days,
excluding holidays and weekends, after receipt from LICENSEE, such packaging
and advertising shall be deemed approved.
11:5 For any LICENSED PRODUCT other than shareware, LICENSEE shall
supply SJ Games with twelve (12) specimens of each LICENSED PRODUCT, at no
charge, within one week of the date such LICENSED PRODUCT is first shipped to
LICENSEE's customers.
11:6 For any shareware LICENSED PRODUCT, LICENSEE shall supply SJ
Games with two specimens of each LICENSED PRODUCT, at no charge, within one
week of the date such LICENSED PRODUCT is first distributed by LICENSEE.
11:7 Should SJ Games, having given approval for a LICENSED PRODUCT,
become aware of a failure in QUALITY which was not apparent on its first
examination, SJ Games shall promptly provide written notice to LICENSEE of
such failures in QUALITY. LICENSEE shall then, within 60 days, alter the
product to overcome the objections set forth by SJ Games and resubmit the
product for approval by SJ Games as set forth above; or, if such objections
cannot be overcome in a manner acceptable to SJ Games, LICENSEE shall delete
all uses of the LICENSED MARK and COPYRIGHTED MATERIALS from such product.
12. MARKING
LICENSEE agrees that it will designate the LICENSED PRODUCTS in a
manner as specified from time to time in writing by SJ Games (see Attachment
B, below) to indicate the rights of SJ Games in the LICENSED MARK and the
COPYRIGHTED MATERIAL, including registration status of the LICENSED MARK, and
to indicate that references including the LICENSED MARK and COPYRIGHTED
MATERIAL are pursuant to license.
13. INDEMNITY / HOLD HARMLESS
13:1 LICENSEE agrees that it is wholly responsible for all products
manufactured or SOLD by it, including all LICENSED PRODUCTS, and that SJ Games
shall have no liability for any items, including any LICENSED PRODUCT,
manufactured or sold by LICENSEE.
13:2 LICENSEE hereby agrees to defend, indemnify and hold harmless SJ
Games and all agents and employees thereof from any claims, demands, causes of
action, and damages, including attorney's fees, caused by or arising out of
LICENSEE's use of the LICENSED MARK, the workmanship, material or design of
any LICENSED PRODUCT, including without limitation claims or actions for
personal injury (physical or mental), death, product liability, invasion of
privacy, defamation, and patent, copyright, right of publicity or trademark
infringement. SJ Games retains the right at all times to retain, at LICENSEE'S
expense, counsel of SJ Games' own choosing to tender its own defense. SJ Games
retains the right to approve all settlements of all claims or suits.
14. NOTICES
All notices or demands required or permitted under this agreement
shall be in writing and shall be deemed served when deposited in the United
States mail, first class postage prepaid, certified or registered mail, return
receipt requested, addressed as provided in Paragraph 1 of this agreement, or
to such other address as either party may from time to time designate in
writing.
15. STATUS OF PARTIES
This agreement is not intended to create, and shall not be interpreted
or construed as creating, a partnership, joint venture, agency, employment,
master and servant or similar relationship between SJ Games and LICENSEE, and
no representation to the contrary shall be binding on SJ Games.
16. BINDING EFFECT
This agreement shall be binding on and inure to the benefit of SJ
Games and LICENSEE and, subject to Paragraph 9:1 above, their respective
successors, assigns, executors, heirs and personal representatives.
17. LAW GOVERNING
THIS AGREEMENT SHALL FOR ALL PURPOSES BE GOVERNED BY AND INTERPRETED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES
HEREBY AGREE THAT ANY ACTION ARISING OUT OF THIS AGREEMENT MAY BE LITIGATED
UNDER THE LAWS OF TEXAS, AND HEREBY AGREE TO SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATE OF TEXAS, AND THAT SERVICE OF PROCESS BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, SHALL BE SUFFICIENT TO CONFER IN PERSONAM
JURISDICTION OVER THE PARTIES HERETO. 18. MISCELLANEOUS
18:1 The provisions of this agreement are severable, and if any
provision shall be held illegal, invalid or unenforceable, such holding shall
not affect the legality, validity, or enforceability of any other provision.
Any such illegal, invalid or unenforceable provision shall be deemed stricken
herefrom as if it had never been contained herein, but all other provisions
shall continue in full force and effect.
18:2 As used herein the term LICENSEE shall include the plural as well
as the singular, the masculine and feminine genders, and corporations,
partnerships and other business entities as well as individuals. All other
terms shall include the plural as well as the singular unless the context
requires otherwise.
18:3 This agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes any prior agreements
between the parties, written or oral, with respect to such subject matter.
18:4 This agreement may not be amended, modified or rescinded except
by a written agreement executed by SJ Games and LICENSEE.
18:5 The waiver of any breach of any of the terms of this contract, or
of any default hereunder, shall not be deemed a waiver of any subsequent
breach or default, of any nature, and shall not in any way affect the other
terms hereof. No waiver or modification shall be valid and binding unless it
be in writing and signed by both parties.
19. TERM
19:1 The TERM of this agreement shall be five (5) years, beginning on
the EFFECTIVE DATE, unless sooner ended by agreement of the parties or
operation of this contract.
19:2 The agreement is thereafter renewable upon written agreement by
SJ Games and LICENSEE for such periods of time as agreed to by the parties.
Executed by SJ Games and LICENSEE on the day and year first above
written, in duplicate copies, each of which shall be considered an original.
For Steve Jackson Games Licensee
Timothy Cain
Date Social Security # 224-23-7754
Date 10/5/93
Telephone Number (714)642-7258
Mailing Address
180 E. 21st Street
Apt. #D-2
Costa Mesa, CA 92627
Notary Public Notary Public
Commission expires: Commission expires:
ATTACHMENT A - FORM FOR REPORTING SALES OF LICENSED PRODUCTS
Licensee
Reporting period
Date of this report
PRODUCT UNITS COVER TOTAL RETAIL ROYALTY ROYALTY
SOLD PRICE VALUE %AGE PAYABLE
TOTAL ROYALTY DUE FOR PERIOD
For Licensee
ATTACHMENT B - REQUIRED MARKINGS
Use of the GAMENAME mark on any LICENSED PRODUCT must be accompanied
by the "encircled R" symbol signifying that it is a registered trademark.
The following acknowledgement must appear on all packaging and
introductory screens for LICENSED PRODUCTS:
GAMENAME is a trademark of Steve Jackson Games Incorporated, used by
permission. All rights reserved.
The GAMENAME game is copyright (c) 19xx by Steve Jackson Games
Incorporated. This product includes copyrighted material from the GAMENAME
game, which is used by permission of Steve Jackson Games Incorporated. All
rights reserved by Steve Jackson Games Incorporated.