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AGREEMEN.TXT
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1992-02-26
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19KB
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504 lines
JPDoor Licensing Agreement
This Agreement is effective as of the day payment is received,
by and between Motor City Software (hereinafter "Originator")
a private software development partnership, having an address for
purposes of this Agreement at 1320 Mary St N #105, Oshawa Ontario
Canada, L1G-6Y9
and
───────────────────────────────────────────────
(hereinafter "Developer") a private Developer
having an address for purposes of this Agreement at:
──────────────────────────────────────────────────
──────────────────────────────────────────────────
WITNESSETH:
WHEREAS, Originator is the owner of all U.S. [and foreign] copyrights and other
proprietary rights in JPDoor and related Documentation that are the subject of
this Agreement; and
WHEREAS, each party hereto represents that is is ready, willing, and able to
undertake the responsibilities and obligations set forth in this Agreement,
and that it possesses the rights, resources, and capabilities to perform its
responsibilities under this Agreement:
NOW, THEREFORE, in consideration of the premises, and of the obligations
herein made and undertaken, the parties hereto do hereby covenant and agree
as follows:
Section 1
DEFINITIONS
For the purposes of this Agreement, the definitions set forth in this section
shall apply to the respective capitalized terms:
1.1 "Agreement" This Agreement, including any exhibits attached hereto.
1.2 "Code" Computer programming Code, including source Code (human-
readable), and object Code (machine-readable).
1.3 "Documentation" The printed material relating to the use of the
Originator's original Product.
1.4 "Error" A defect in the Code or a mistake in the Documentation that
prevents the Code from functioning in material conformity with the
specifications.
[JPDoor Licensing Agreement] Page 1/8
1.5 "Error Correction" A change to the Code or the Documentation that is
in a form that allows its application to the Code or inclusion in the
Documentation to reestablish material conformity with the
specifications. All Error Correction shall be considered part of the
Code and Documentation for all purposes under this Agreement.
1.6 "Derivative Work" A work that is based upon one or more preexisting
works, such as a revision, modification, translation, abridgement,
condensation, expansion, or any other form in which such a preexisting
work may be recast, transformed, or adapted, and that, if prepared
without authorization by the owner of the preexisting work, would
constitute a copyright infringement.
1.7 "Enhancement" A change or addition to the Code or Documentation, other
than an Error Correction, that improves its functions, or substantially
enhances its performance. Enhancements shall not include programs that
have a value and utility seperate from the use of the Code and that,
as a practical matter, may be priced and offered seperately from the
Code.
1.8 "Product" Computer programs that contain, or are Derivative Works of,
the Code, or any subset thereof, and that are in marketable form
(with appropriate end-user Documentation) by Developer and are offered
by Developer to its customers or potential customers, in object Code
form, under the terms of the Developer License.
1.9 "Authorized End-User Copy" A copy of a Product that may be used by
customers or Developer under the Developer licence. Backup copies
for use only in the event of loss or destruction of an Authorized
End-User Copy are not counted as Authorized End-User Copies.
1.10 "Developer License" A license Agreement between Developer and
Developer's customers under which copies of this Product will be
provided to customers. The Developers License shall contain terms
limiting the use of Products to designated Central Processing Units
(CPUs), shall allow only one backup copy for each CPU, shall prohibit
further copying and/or transfer of the Products by such customers, and
shall prohibit reverse assembly, reverse compiling, or reverse
engineering of the Products.
1.11 "Agreement Territory" The United States of America and Canada
Section 2
ORIGINATOR'S OBLIGATIONS
2.1 Originator shall deliver to Developer 1 copy of the Code (in object
and source Code form) and 1 copy of the Documentation within 14 days
after receipt of this signed Agreement by Originator. Said copies shall
be contained either in printed form or on a storage media that is
machine readable on Developer's computer system.
2.2 Originator shall provide support services in accordance with section 9
hereof for the Code and Documentation for purposes of development,
training, and demonstrations relating to the Products.
2.3 Originator shall offer Enhancements as proposed additions to the Code
and Documentation in accordance with section 6 hereof.
[JPDoor Licensing Agreement] Page 2/8
Section 3
DEVELOPER'S OBLIGATIONS
3.1 Developer shall evaluate and test the Code and Documentation to
determine suitability for use in the creation of the Products.
3.2 Except as otherwise provided in this Agreement, Developer shall assume
all responsibility and liability to customers with respect to the
Products and, in accordance with section 9, shall assume all
responsibility and liability for related support and assistance.
3.3 Developer shall pay royalties to Originator in accordance with
section 5.
Section 4
GRANT OF LICENSE
4.1 Originator hereby grants to Developer, in the Agreement Territory,
a non-exclusive right and license:
a. To use and reproduce the Code and Documentation, and to prepare
Derivative Works thereof, in the object Code or source Code form,
for the purposes of development, technical support, maintenance,
and warranty service of Products;
b. To Use, reproduce, or display and sell, lease, or otherwise distribute
copies of the Code and Documentation, or Derivative Works, thereof, in
object Code form only, as Products or parts of Products, for the
purpose of marketing Products to customers of Developer under the
terms of the Developer License; and
c. To use and copy the Code and Documentation, or deivative works thereof
for the purpose of marketing, training, and demonstrations with respect
to the Products.
Section 5
ROYALTIES AND PAYMENT
5.1 Developer shall pay to Originator, prior to the delivery of Code and
Documentation, the following indicated amounts as non-refundable
advance royalties:
Code Advance Royaly Amount
Source Code $50.00
Documentation $ 0.00
Such advance royalties shall be deemed as payment in full for the term
of this Agreement.
[JPDoor Licensing Agreement] Page 3/8
Section 6
AVAILABILITY OF ENHANCEMENTS
6.1 Originator may from time to time offer Enhancements, to the extent
developed or acquired by Originator, to Developer for inclusion in
the Code and Documentation. If the parties agree on inclusion of any
Enhancements, appropriate changes and royalty provisions shall be set
forth in a written ammendment to this Agreement, and thereupon the
Enhancements shall b