SOFTWARE LICENSE AGREEMENT
W I T N E S S E T H T H A T:
WHEREAS, Licensor owns and copyrighted certain
software known as “VectorLam” (the Software”), and Licensee desires permission
to utilize said Software, and Licensor has agreed to grant a license to
Licensee to utilize the Software for the purposes and under the terms and
conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the
aforesaid and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, Licensor
and Licensee do hereby contract and agree as follows:
1. The Software. The Software and the name VectorLam are
proprietary products owned by Licensor, said Software having been copyrighted
by Licensor and said name having been registered by Licensor. Licensee
acknowledges the ownership rights of Licensor in both said Software and said
name and agrees that with the exception of making one (1) back-up copy of the
Software, any copying of the Software will constitute an infringement of
Licensor’s rights therein. Neither said Software nor said name shall be
utilized by Licensee other than in accordance with the provisions of this
Agreement.
2. Grant of License. Licensor hereby grants to Licensee a
non-exclusive license to utilize the software for Licensee’s internal
evaluation of theoretical performance of laminates. The Licensee acknowledges
that the use of such Software by Licensee shall be limited to such purposes,
and that said Software shall not be copied nor shall it be network accessible
but shall be utilized on a single free-standing personal computer. Licensee
further agrees that access to and use of said Software shall be limited to
those employees of Licensee having a need for access and utilization of said
Software, and Licensee shall be responsible for any unauthorized copying or
unauthorized use of further dissemination of the Software by any employee or
agent of Licensee of any other person of entity who or which obtained said
Software from Licensee or from an employee or agent of Licensee.
3. No Sales, Transfers, or Sublicenses by Licensee. Licensee
agrees that Licensee shall not sell or otherwise transfer the Software or a
copy thereof or grant any sublicense to utilize the Software.
4. Term of License. The term of this license shall be the
12-month period commencing on the date hereof and ending on the date one year
after the date hereof (the initial term) and from year to year thereafter
unless and until terminated by either party by written notification to the
other.
5. Licensee Fees. During the initial term hereof, Licensor has
agreed to waive any license fee for the utilization of the Software by
Licensee. Upon the expiration of the term hereof, unless Licensee have prior to
the date thereof entered into agreement extending or renewing the term of this
Agreement or have entered into another license agreement pertaining to the
Software, then the Software and the back-up copy thereof shall immediately be
returned to Licensor and Licensee shall keep no copy thereof and shall have no
further right to utilize said Software. Licensee further acknowledges absolute
discretion and that the payment of a license fee by Licensee to Licensor may be
a condition to any such discretionary extension or renewal.
6. Taxes. Licensee agrees to pay any assessment of any sales
or other applicable transaction tax which may be imposed by the federal, a
state or local government upon the licensing of the Software herein
contemplated.
7. Maintenance; Updates. Licensor shall have no obligation to
Licensee to maintain or update the Software in any manner. Should Licensor
update the Software during the term hereof, Licensor shall provide a copy of
any such update to Licensee. Any such update shall be deemed a part of the
Software and shall be subject to all of the terms and provisions of this
Agreement, including, without limitation, the requirement to return any such
updates upon the expiration or earlier termination of this Agreement
8. Disclaimer. Licensee acknowledges that the utilization of
the Software for the purposes of predicting the performance of certain
laminates utilizing certain materials shall be at the sole risk of Licensee.
The Software produces theoretical results only, and Licensor specifically
disclaims any liability or responsibility of any nature whatsoever pertaining
to any matters which may result from the utilization of the theoretical results
produced by the Software. The evaluation of the physical performance of
laminates must be made in tests actually utilizing said laminates, and Licensee
specifically acknowledges that neither Licensee nor anyone claiming by, through
or under Licensee nor any customer of Licensee shall rely upon the performance
evaluations produced by the Software. Licensor specifically disclaims any
warranty of any nature whatsoever pertaining to the Software, other than the
warranty of title, and disclaims any warranties of merchantability and fitness
for a particular use.
9. Termination. Either party hereto may termination this
Agreement and the license granted hereunder without cause by giving at least
ninety (90) days prior written notice of such termination to the other party
hereto. Notwithstanding the foregoing, this Agreement may be terminated by
either party hereto in the event the other party hereto shall breach the terms
and provisions of this Agreement and such breach shall not be cured within
fifteen (15) days after written notice thereof from the party alleging such
breach. Should such breach not be cured within said time frame, the Agreement
shall automatically terminate at the end of such period, and at such time,
Licensee shall return the Software and nay back-up copy thereof to Licensor.
The termination or expiration of this Agreement shall not relieve Licensee from
any liability to Licensor resulting from a breach by Licensee of its
obligations hereunder.
10. Notices. Any notice required or permitted to be given
hereunder shall be effective the second business day after the mailing of such
notice to the other party by certified mail, return receipt requested, postage
prepaid, addressed as follows:
11. Amendments. This Agreement may be amended only in writing
signed by or on behalf of each party hereto.
12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia.
13. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns. Notwithstanding the foregoing,
Licensee agrees that Licensee shall have no right whatsoever to assign this
Agreement or the license granted hereby to any other party without the express
prior written consent of Licensor which may be withheld in Licensor’s sole and
absolute discretion.
14. Invalidity. Should any provision of this Agreement be
determined to be invalid or unenforceable by a court of competent jurisdiction,
such shall not affect the validity of the remaining portion or portions hereof
which shall remain in full force and effect.
15. Equitable Remedies. Licensee acknowledges that in the
event of a breach of the provisions of this Agreement by Licensee, Licensor’s
remedies at law will not be adequate. Therefore, Licensor and Licensee agree
that in addition to such monetary damages as may be suffered by Licensor in the
event of a breach by Licensee of terms
of this Agreement, Licensor shall be entitled to equitable relief, including
injunctive relief, against Licensee should Licensee violate the provisions of
this Agreement prohibiting the copying, selling, transferring, sublicensing or
assigning of any interest in the Software or in any copy thereof to any other
person or entity.
IN WITNESS WHEREOF, the parties have duly executed
this Agreement, under seal, the day and year first above written.