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AGREEMEN.TXT
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1992-02-26
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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 become part of the Code and Documentation for
purposes of this Agreement.
Section 7
LIMITED WARRANY AND LIMITATION OF LIABILITY
7.1 Originator warrants that it is the exclusive owner of all U.S. [and
foreign] copyrights in the Code and Documentation and that it has
all rights necessary for the grant of the right and license granted
by this Agreement.
7.2 The Code is provoded "as is" for Developer's evaluation and, as between
the parties. Developer assumes the responsibility for determining the
suitability of the Code, or its use in Products, and for results
obtained. Originator makes no warranty that all Errors have been, or
can be eliminated from the Code or Documentation, except as expressly
stated above, and Originator shall in no event be responsible for
losses of any kind resulting from the use of the Code or the
Documentation in Products, including (without limitation) any liability
for business expense, machine downtime, or damages caused by Developer
or Developer's customers by any deficiency, defect, Error, or
malfunction.
7.4 EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ORIGINATOR DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATING TO THE
CODE OR DOCUMENTATION OR ANY USE THEREOF, INCLUDING (WITHOUT
LIMITATION) ANY WARRANTY WHATSOEVER AS TO THE FITNESS FOR A PARTICULAR
USE OR THE MERCHANTABILITY OF THE CODE OR DOCUMENTATION.
7.5 In no event shall Originator be held liable to Developer or Developer's
customers for any indirect, special, or incidental, or consequential
damages (including lost profits).
Section 8
OBLIGATION FOR EXPENSES
8.1 Originator shall have no obligation or requirement whatsoever to
reimburse Developer for any expenses or costs incurred by Developer
in the performance of, or otherwise by reason of, this Agreement.
Developer's incurring of costs or expenses under this Agreement is made
at its sole risk and upon its independant business judgement that such
costs and expenses are appropriate.
[JPDoor Licensing Agreement] Page 4/8
Section 9
SUPPORT SERVICES
9.1 Originator shall provide, during the term of this Agreement, the
following support services to Developer:
a. Initial reasonable technical support. Originator, upon request by
Developer shall deem whether an attempt to provide technical support
is warranted. The source Code and Documentation provided by this
Agreement are provided to Developer "as is" for the sole purpose of
use by Developer.
b. Reasonable efforts to prepare Error Correction of the Code upon
reasonable notice of the nature of any identified Errors.
Section 10
MARKING OF PRODUCTS
10.1 All Code and Documentation (including any Enhancements) shall be
marked to include Originator's copyright notice. All Products offered
by Developer may mark with its own copyright notice, and register
any Derivative Works of the Code or Documentation prepared by Developer
provided that appropriate identification is made in such notice and
such registrations of Originator's preexisting works. The parties agree
to cooperate in any such registration and to provide necessary
information and prepare to deliver duly executed documents reasonably
required in such regard.
Section 11
TERM OF AGREEMENT
11.1 The term of this Agreement shall commence on the effective date and
continue for a period of 1 year, unless sooner terminated under
Section 12.
Section 12
TERMINATION: EFFECT OF TERMINATION
12.1 This Agreement shall terminate automatically upon expiration of its
term, unless extended or renewed in writing by the parties hereto.
12.2 Should either party commit a material breach in its obligations
hereunder, or should any of the representations of either party
prove to be untrue in any material respect, the other party may,
at its option, terminate this Agreement by 30 days written notice
to the other party. Such notice shall identify and describe the
default upon which termination is based. The defaulting party shall
have 30 days to cure such default, which, if effected, shall prevent
termination by virtue of such default.
12.3 Upon termination of this Agreement, Developer shall immediately cease
use of the Code and Documentation, and any Derivative Works thereof,
and shall make no further copies of any of the foregoing.
[JPDoor Licensing Agreement] Page 5/8
12.4 Notwithstanding the foregoing, and notwithstanding termination of this
Agreement, Developer shall retain the right to continue to support
Authorized End-User Copies that have been completed, marketed, and
installed persuant to the Developer License prior to the effective
date of termination, subject to continued payment of applicable
royalties to Originator as provided in section 9.
Section 13
INDEMNIFICATION
13.1 Originator agrees to, and does hereby, indemnify and hold harmless
Developer from any and all claims, demands, or actions alleging that
the Code or Documentation (including any Enhancements), in the form
delivered by Owner, infringes or abridges, any third-party rights in
trade secret, or other intellectual property rights.
13.2 Developer agrees to, and does hereby indemnify and hold harmless
Originator from any and all claims, demands, or actions from or
relating to Products, or use by customers of Products, and based
on, or related to Developer's performance, nonperformance, infringement
of third-party intellectual property rights, representations or
statements made, or other actions with respect to Products.
13.3 The foregoing indemnities shall be contingent upon the following:
The party seeking to enforce the indemnity against the other party
shall give written notice to the other party of any claim, demand,
or action for which indemnity is sought; shall fully cooperate in the
defence of settlement of any such claim, demand, or action; and shall
obtain the prior written Agreement of the indemnifying party to any
settlement or proposal of settlement.
Section 14
NO ASSERTION RIGHTS
14.1 It is expressly understood and agreed that, as between Originator and
Developer, all rights, title, and interest in and to the Code and
Documentation (including any Enhancements) and any other material
furnished to Developer under this Agreement vests solely and
exclusively in the Originator, and Developer shall neither derive
nor assert any title or interests in or to such materials except for
the rights of use or licenses granted under this Agreement.
Section 15
INDEPENDANT CONTRACTOR STATUS
15.1 Developer is an independant contractor under this Agreement, and
nothing herein shall be construed to create a partnership, joint
venture, or agency relationship between the parties hereto.
Developer shall have no authority to enter into Agreements of any
kind on behalf of Originator and shall not have the authority or
power to bind or delegate Originator in any manner to any third party.
[JPDoor Licensing Agreement] Page 6/8
Section 16
NO CONFLICT OF INTEREST
16.1 Developer represents and warrants that it has full power and
authority to undertake the obligations set forth in this Agreement
and that it has not entered into any other Agreements, nor will it enter
into any other Agreements that would render it incapable of
satisfactorily performing its obligations hereunder, or that would
place it in a position of conflict of interest or be inconsistent
or in conflict with its obligations hereunder.
Section 17
COMPLIANCE WITH LAW
17.1 Developer agrees that it shall comply with all applicable laws and
regulations of government bodies, or agencies in its performance
under this Agreement.
Section 18
NO ASSIGNMENT
18.1 Developer represents that it is acting on its own behalf, and is not
acting as an agent for, or on behalf of any third party, and further
agrees that it may not assign its rights or obligations under this
Agreement without the prior written consent of Originator.
Section 19
NOTICES
19.1 All notices and other communications required or permitted to be given
under this Agreement shall be in writing and shall be considered
effective when deposited in the U.S. or Canadian mail, postage prepaid,
and addressed to the appropriate party at the address noted above,
unless by such notice, a different address shall have been designated.
Section 20
GOVERNING LAW
20.1 All questions concerning the validity, operation, interpretation, and
construction of this Agreement will be governed by, and determined in
accordance with the laws of the Province Of Ontario, Canada
[JPDoor Licensing Agreement] Page 7/8
IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their
respective duly authorized representatives as set forth below:
By : ________________________________________________________
Title: ________________________________________________________
Date: _________________________ 19____
[Originator]
By : ________________________________________________________
Title: ________________________________________________________
Date: _________________________ 19____
[Developer]
[JPDoor Licensing Agreement] Page 8/8