The latest version was saved by David Blanco Giró on 2007-09-07 17:41:33
OEM SOFTWARE LICENSE AGREEMENT
This non-exclusive OEM SOFTWARE LICENSE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date (“Effective Date”) stated below, by and between [LICENSOR/COMPANY/NAME] , a company incorporated in the [LICENSOR/COMPANY/PLACE_OF_INCORPORATION] with its principal place of business located at [LICENSOR/COMPANY/ADDRESS] (“Licensor”), and [LICENSEE/COMPANY/NAME],a company incorporated in the [LICENSEE/COMPANY/PLACE_OF_INCORPORATION] with its principal place of business located at [LICENSEE/COMPANY/ADDRESS](“Licensee”).
WHEREAS, Licensor is the owner of all the rights, including the intellectual property rights evidenced by, embodied in or related to the Licensed Software (as such term is defined hereunder) which is designed to [LICENSOR/SOFTWARE/FUNCTION]; and WHEREAS Licensor is willing to grant, and Licensee is willing to receive, a non-exclusive, revocable, non-transferable (other than as set forth hereunder) license to replicate and bundle the Licensed Software with Licensee’s Product, as defined herein and under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
For purposes of this Agreement (including any and all Schedules and amendments made to or incorporated herein now or in the future), the following capitalized terms shall have the following meaning:
- means all non-public information, in any form whatsoever, oral or written, designated as confidential that relates to either Party's (or, if either Party is bound to protect the confidentiality of any other person's information, such other person's) past, present, or future research, development or business activities, including any unannounced product(s) and service(s), and including any information relating to services, developments, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections.
- means one copy of the Licensed Software and all current technical information at the Effective Date relating to the Licensed Software detailed in Schedule A, and the applicable related API of the Licensed Software.
- means the related user manuals, reference manuals and installation guides, or portions thereof, customarily provided by Licensor to end users in relation to the Licensed Software on the Effective Date, as further detailed in Schedule A attached hereto.
- means a copy of Licensee’s Products, which includes a copy of the Licensed Software, as a bundle with it.
- means Licensee’s hardware and/or software as further detailed in Schedule A.
- means Licensor’s proprietary software specified in Schedule A including future releases or versions, related updates, and all available Documentation, as specified below:
of the Licensed Software means version of the Licensed Software available to the Licensee at the Effective Date of the Agreement, and also all subsequent updates to this version that do not introduce new functionality that can be used to change the functionality of the Enabled Products. Updates to Current version are normally designated by the same major and new minor version number.
of the Licensed Software means versions of the Licensed software which may be released by Licensor and may become available to the Licensee in the future, and which introduce new functionality that can be used to change the functionality of the Enabled Products. New version may be designated by a new major version number.
of the Licensed Software means a prior version of the Licensed software with limited support availability as announced by the Licensor after the release of a New Version of the Licensed Software.
- means any person or entity who shall act as Licensee’s agent (as a promoter, sale’s person, representative, dealer or otherwise) and who shall assist Licensee with the marketing and services relating to the Enabled Products.
1.8.“Sell”, “Sale” and “Sold”
- means to license the Enabled Products to End Users for use by End User as a consumer or for its own internal business purposes, either directly or through the use of Marketing Transferees. For the purposes of payment and accounting to Licensor for fees due pursuant to this Agreement, a “Sale” or “lease” of Enabled Product(s) shall be deemed to have occurred, as of the date of transfer of the Enabled Product to End User by Licensee or by Marketing Transferee.
- means the ultimate consumer of the Enabled Product(s).
– means one calendar month.
2.1.Grant of License.
Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants Licensee, and Licensee hereby accepts, a non-exclusive license to:
- (i) distribute either directly or via Licensee’s Marketing Transferees, to End Users, copies of the Licensed Software as a part of Enabled Products;
- (ii) to reproduce Licensed Software on hard drive or CD, in order to integrate the Licensed Software with Licensee’s Products. Licensee has no right to reproduce and distribute the Licensed Software otherwise as described in this clause 2.
2.2.End User License Agreement.
Licensee and its Marketing Transferees shall distribute the Licensed Software to End Users only under the terms of Licensor’s standard end user license agreement as attached hereto in Schedule C.
Apart from the rights explicitly granted in this Agreement, Licensee shall have no other right, title, interest ownership or license rights, express or implied, in the Licensed Software.
2.4.Source Code Restrictions.
Licensee agrees not to decompile, reverse engineer, disassemble, or otherwise determine or attempt to determine source code for the executable code of the Licensed Software, and agrees not to permit or authorize anyone else to do so.The API interface information necessary to enable interoperability of the Licensed Software with independently created computer programs will be provided by Licensor to Licensee, free of charge, to enable Licensee to successfully achieve interoperability between the Licensed Software and Licensee’s Products.
The Licensee will maintain records of the number of copies of the Licensed Software copied by Licensee, territory of sales and records of the End Users of each copy of the Licensed Software.
Save as otherwise expressly provided herein (including but not limited to Section 2.1 and 2.4 above), the Licensee shall not, and shall not permit any third party to copy, make error corrections to or otherwise modify or adapt the Licensed Software nor create derivative works upon the Licensed Software.
At all reasonable times (during business hours), but no more than twice a year, and upon reasonable notice, Licensee shall permit Licensor’s nominated certified charted accountant (“Accountant”) (upon its signing Licensee’s then current non-disclosure agreement) to inspect and have access to, Licensee’s records and documentation, for the sole purpose of verifying Licensee’s accuracy of payment obligations under this Agreement. It is further determined that the only information which Accountant shall be entitled to disclose to Licensor, is that information which was learned by Accountant during the performance of the aforementioned inspection and which solely and directly relates to the verifying of Licensee’s accuracy of payment.
The rights andlicenses granted under this clause 2 are effective worldwide.
Within 30 (thirty) days after Effective Date of this Agreement Licensor shall deliver to Licensee the Deliverables in such electronic format, as it deems appropriate for the purposes set forth in this Agreement. The renewed Deliverables should be provided to Licensee in accordance with procedure agreed by the parties separately.
4.MAINTENANCE AND SUPPORT.
In order to provide an effective End User service the double level technical support is created. Licensee commits himself to provide the first level technical support in accordance with the common procedures and with quality standards compliance described in Schedule E.
Licensor is responsible for timely provision of database updates Licensee shall maintain mirror sites of the [LICENSOR/COMPANY/NAME] Update Website for the benefit of End Users, unless otherwise recommended by Licensor.
4.3.Support for the Current version of the Licensed Software.
Licensor provides support defined in Schedule Eincluding technical support and support for Database Updates for the Licensed Software specified in Schedule A for the period until the Current version is substituted by a New version of the Licensed Software, which shall not be less than twelve (12) months from the “Effective Date” of the Agreement.
4.4.New Versions of the Licensed Software.
The parties agree that the terms and conditions set forth in this Agreement shall apply, mutatis mutandis, to new versions of the Licensed Software, subject to the bona fide negotiation, relating to any relevant additional terms in connection thereof, to be added, if at all, in an appropriate addendum which shall form an indivisible part hereof. If agreed upon, and executed between the parties, such addendum, may also extend the period when Licensor’s Support and Database Updates for the Current version of the Licensed Software are available.
4.5.Support for the New Version of the Licensed Software.
In case New Versions of the Licensed Software are released within the term of the Agreement, Licensor reserves the right to recommend Licensee to upgrade the Current Version to the New Version in the Enabled Products. In such case the Current Version may be declared by Licensor as Outdated Versionwhile this fact will be clearly communicated by Licensor to Licensee in written. Licensor shall have the right to cease support for the Outdated Version after a written notification to Licensee, indicating the remaining period of time that support for the Outdated Version is still available for. This remaining period shall not be shorter than six (6) months after the day that the New Version becomes available to the Licensee. After this period of time will expire, support for New Version will be provided on the same terms as support for the Current Version, and the New Version will be further considered as Current Version according to the terms and definitions of this Agreement.
4.6. Additional support services.
Licensee may purchase from time-to-time additional support services available from [LICENSOR/COMPANY/NAME].[LICENSOR/COMPANY/NAME]will provide such services against financial compensation of[LICENSOR/COMPANY/NAME]’s related actual expenses, paid by Licensee. Prices for such services will be approved case-by-case in a separate purchase order.
5.MUTUALLY AGREED PRICING POLICY.
The Parties have agreed on prices for End Users for the Licensed Software as a part of Enabled Products which are specified in Schedule B. These prices can be changed upon mutual agreement of the Parties.Licensee undertakes to distribute the Licensed Software to End Users, either directly or via Licensee’s Marketing Transferees, on the prices not lower the prices agreed between the Parties.
In consideration for the rights and license provided herein, Licensee shall pay Licensor during the term of this Agreement Royalty for each Reporting Period upon invoice issued by Licensor. The amount of Royalty will be calculated based on the royalty structure as described in Schedule B.
All payments shall be due to Licensor within 30 (thirty) calendar days and 60 days for VIP customers (in accordance to the Sales Report as described in Schedule D to the Agreement) after the end of each Reporting Period. All payments shall be made in EURO in accordance with Licensor’s invoice. If payment of any overdue invoice is not received in full by Licensor, together with any interest accrued thereon, within 60 (sixty) days of Licensor having notified Licensee in writing that the invoice is overdue for payment, Licensor is entitled to terminate this Agreement upon 15 (fifteen) days prior written notice. Any payment shall be considered fulfilled after it is successfully received by in full by Licensor to the bank account referred to in the corresponding invoice.
Notwithstanding anything to the contrary, Licensee may produce and distribute demonstration copies of the Licensed Software as a part of Enabled Products to potential End Users or evaluators, provided that,
- (i) such copies are limited to a trial period per customer, which period shall be no longer than 30 (thirty) days;
- (ii) clearly marked "trial version" or similar language and
- (iii) provided subject to Licensor's end user license agreement, as set forth in Schedule C.
Licensor agrees to waive Royalty due for such demonstration or evaluation copies, as long as they were made available to the potential End User or evaluator at no cost and for a limited period of time.
All sums payable to Licensor hereunder are net of all taxes however designated and levied by any state, local or government agency, for which Licensee shall be responsible.
If any sum due to the Licensor under this Agreement is not paid within fourteen (14) days of its due date, as set forth in Section 6.2 above, after proper written notification by Licensor to Licensee detailing such late payment, then (without prejudice to any other rights or remedies available to the Licensor) the Licensor reserves the right to charge interest on such late sum on a day to day basis at the monthly rate of 1.5%.
All amounts payable under this Agreement shall be paid in full without set-off, deduction or other withholding of any amount, which may be due to Licensee.
7.REPORTS AND RECORD MAINTENANCE.
Within 7 (seven) working days after the end of each Reporting period, Licensee shall submit to Licensor a sales report in a form described in Schedule D,which shall be certified by an authorized representative of Licensee.
It is agreed by the parties hereto that all computations relating to determination of the amounts of Royalty due and payable pursuant to this Agreement shall be made in accordance with internationally recognized and generally accepted accounting principles.
Licensee will provide Licensor the access to the database of Licensed Software users by the procedure separately agreed by the parties.
8.WARRANTIES AND DISCLAIMERS.
Licensor warrants that:
- (i) it is authorized to enter into this Agreement, and that it is authorized to grant the rights contemplated to be granted in this Agreement to Licensee;
- (ii) that the Licensed Software, or any part thereof, does not infringe on any copyright, patent or other proprietary rights (including trade secrets) of any third party; and that
- (iii)The Licensed Software will be free from material errors and will operate substantially in accordance with the related Documentation as long as this Agreement is in effect and in accordance to theEnd User License Agreement.Licensee’s sole remedy and Licensor’s sole and exclusive liability for the breach of the warranty in 8.1 shall be repair or replacement of the Licensed Software within 30 (thirty) days from being notified of such breach, or, if the Licensor deems such repair or replacement impossible within the foregoing 30 (thirty) days, refund fees previously paid to Licensor by Licensee for the previous six months period.
Licensee warrants that:
- (i) it is authorized to enter into this Agreement and
- (ii) that it has all the necessary right, titles, interests, and licenses in Licensee’s Products necessary for performing its obligations pursuant hereto and it has full ownership or necessary licenses of and to all intellectual property rights required to bundle and promote the Enabled Products; and the execution, delivery and performance by Licensee of the Agreement do not and will not
- (a) violate any law (including, without limitation, privacy, export control and obscenity laws),
- (b) violate any agreement or order to which Licensee is a party or by which Licensee or its assets are bound, or
- (c) require any consent from any other person or entity.
8.3.Disclaimer of Warranty.
OTHER THAN THE WARRANTIES SET FORTH ABOVE LICENSOR DISCLAIMS ALL OTHER WARRANTIES CONDITIONS AND OTHER TERMS RELATING TO THE SUPPLY, PURPORTED SUPPLY, DELAY IN SUPPLYING OR FAILURE TO SUPPLY THE LICENSED SOFTWARE OR QUALITY OF PERFORMANCE OF THE LICENSED SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES CONDITIONS OR OTHER TERMS OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXCLUDED.
Licensor agrees to defend, indemnify and hold Licensee harmless from and against or, at its option, settle any third party claims against Licensee for any loss, damage, liability, or expense (including reasonable attorneys’ fees) sustained by it as a result of a claim or allegation that the use and/or distribution of the Licensed Software, as licensed in this Agreement, infringe any intellectual property rights of any third party, provided that, Licensee promptly notifies Licensor in writing of the claim and Licensor has sole control of its defense and settlement; and receives reasonable assistance from Licensee in its defense and settlement; and Licensee makes no admission or settlement in respect of such claim. Upon notice of an alleged infringement, or upon Licensor’s conclusion that such a claim is likely, Licensor shall have the right, at its option, to obtain the right for Licensee to continue to exercise the rights granted under this Agreement, substitute other products with similar operating capabilities, or modify the Licensed Software (i.e., without adversely affecting the functionality or compatibility of the said assets, or the form, fit, function, or footprint of the Enabled Product), so that they are no longer infringing. If none of the above options are reasonably available, Licensee may terminate this Agreement and Licensee shall receive reimbursement of all amounts paid to Licensor for the previous six months period.Notwithstanding the foregoing, Licensor shall have no liability under this Section 9.1 if the alleged infringement arises directly from
- (i) the integration of the Licensed Software with other equipment or software that were not provided by Licensor (with the exception of Licensee’s Products),
- (ii) modifications made to the Licensed Software without the Licensor’s consent (other than as specifically stipulated in this Agreement) or
- (iii) use of the Licensed Software other than as directed by the Licensor Documentation, if such action would have been avoided but for such use, modification or combination.
Licensee hereby indemnifies and holds harmless Licensor from and against any and all claims, actions, or demands arising from or relating to any Enabled Products or portions thereof, with the sole exception as otherwise provided in clause 9.1 of this Agreement.
10.LIMITATION OF LIABILITY.
Nothing in this Agreement shall exclude or limit either party’s liability for
- (i) death or personal injury caused by its negligence;
- (ii) the tort of deceit; or
- (iii) any other liability which cannot be excluded or limited by law.
SUBJECT TO THE FOREGOING, THE PARTIES’ AGREE THAT THE TOTAL LIABILITY TO EACH OTHER FOR DAMAGES OF ANY KIND IN ANY YEAR OF THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED ONLY TO THE AMOUNT OF PAYMENTS RECEIVED BY LICENSOR FROM LICENSEE UNDER THIS AGREEMENT IN THAT YEAR. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR SAVINGS, LOST BUSINESS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF USE OR MONEY, LOSS OF BUSINESS, LOSS OF OPPORTUNITY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (WHETHER OR NOT ALSO CONSTITUTING ONE OF THE FOREGOING SPECIFIC TYPES OF LOSS), WHETHER BASED ON BREACH OF CONTRACT TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.Section 9 is specifically excluded from this Section 10.
11.INTELLECTUAL PROPERTY RIGHTS.
Licensor declares itself to be the sole owner by good and valuable title of all patents, trademarks, industrial drawings and copyrights with respect to the Licensed Software, and that its rights are not disputed, in whole or in part, by any person or entity at the time of signing this Agreement. Licensor further declares that its execution of this Agreement does not, and the performance of its obligations under this Agreement will not violate any other agreement between it and any third party. The Parties acknowledge that all patents, trademarks, industrial drawings and copyrights, and any applications therefore, with respect to the Licensed Software are the exclusive property of the Licensor and that all patents, trademarks, industrial drawings and copyrights with respect to the Licensee’s Products are the exclusive property of Licensee. Licensee covenants and promises in good faith to never knowingly infringe, directly or indirectly, any patent, trademark, industrial drawing or copyright of the Licensor, and Licensor covenants and promises in good faith to never knowingly infringe, directly or indirectly, any patent, trademark, industrial drawing or copyright of Licensee.
11.2.Intellectual Property Notice.
As an additional means to protect Licensor’s intellectual property, Licensee agrees that a valid Licensor copyright notice for the Licensed Software will appear on the media, and, where possible, program interface, containing the Licensed Software and any user packaging materials associated therein and on any documentation and promotion material in the form in which it appears on the Deliverables. Licensee agrees to include“Powered by [LICENSOR/COMPANY/NAME] logo, described in Schedule Fin graphic user interface of the Licensed Software, its website, documentation, white papers, packaging, promotional materials and advertisements of the Licensed Software. The logo should be clearly visible.
All intellectual property rights derived from the performance of the interface and/or the interoperability work pursuant to this Agreement, shall be exclusively owned by the party performing such work, irrespective of any contribution, assistance and/or support the developing party may have received with respect to the foregoing from the other party.
During the term of this Agreement, each party to this Agreement may disclose certain Confidential Information to the other party. Each party shall refrain from using or exploiting any and all Confidential Information of the other party for any purposes or activities other than those specifically authorized in this Agreement. Except as otherwise specifically permitted herein or pursuant to written permission of the party to this Agreement owning the Confidential Information:
- (i) each party represents and warrants that it will hold Confidential Information in confidence and protect the Confidential Information to the same extent and by the same means it uses to protect the confidentiality of its own proprietary or confidential information that it does not wish to disclose;
- (ii) neither party shall disclose or facilitate disclosure of Confidential Information of the other party to anyone except its employees who are authorized according to this Agreement and who need to know such information for purposes set forth in this Agreement and will procure that those of its employees and consultants to whom the Confidential Information is disclosed comply with its obligations under this Agreement with respect to the Confidential Information; and
- (iii) all Confidential Information made available hereunder, including copies thereof, shall be returned to the disclosing party or shall be certified as destroyed at the request of the disclosing party.
The obligations of each party under this Agreement will not extend to any information that:
- (i) is known to the other party on the date of disclosure and/or has independently and legally derived or developed by the receiving party at the time of disclosure;
- (ii) becomes publicly known by public use or by publication or otherwise ceases to be secret or confidential through no fault of the other party;
- (iii) is acquired by either party from a third party which was not, to the recipient's knowledge, under an obligation to the disclosing party not to disclose such information;
- (iv) has been approved for release by written authorization of the disclosing party; or
- (v) has been disclosed pursuant to a requirement of law, provided however, that in such an event, as soon as practical after receiving the order or requirement of a court, administrative agency or other governmental body, the receiving party shall give the disclosing party a written notice of such order or requirement and in any event such notice shall be prior to disclosure of such information.
13.TERM AND TERMINATION.
The term of this Agreement shall commence at the Effective Date stated herein and shall continue for an initial period of 2 (Two) calendar years (“Initial Term”). Following such Initial Term, this Agreement shall automatically renew for 1 (One) calendar year, unless earlier terminated pursuant to this Agreement (“Renewal Period”).
Besides the grounds for termination specified above this Agreement may be terminated
- (i) by either party in the event that the other party has committed a material breach of any of its obligations hereunder that has not been cured within 60 days after the breaching party has received a written notice thereof;
- (ii) by either party upon the end of the Initial Term or any renewal term, provided that such party gives written notice at least 60 (sixty) days prior to the end of such term;
- (iii) by mutual written agreement of the parties;
- (iv) in the case of breach by Licensee of any terms in Section 2 Licensor may terminate this Agreement by 30 (thirty) days prior written notice, or
- (v)either party is entitled to terminate this agreement upon 90 (ninety) days prior written notice without cause.
13.3.Termination Upon Bankruptcy.
Effective immediately and without any requirement of notice, either party may, at its option, terminate this Agreement and/or suspend its performance in the event that
- (i) the other party files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors;
- (ii) a receiver, trustee, or similar officer is appointed for the business or property of such party;
- (iii) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against such party and not stayed, enjoined, or discharged within 60 days; or
- (iv) the other party adopts a resolution for discontinuance of its business or for dissolution.
13.4.Limitation on Liability.
In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, as a result of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of either Party.
Upon termination of this Agreement, the license granted to Licensee in this Agreement shall terminate and Licensee shall immediately discontinue all further use of the Licensed Software promotion, marketing or sale, leasing, licensing or any other distribution of the Licensed Software and/or the Enabled Products. Without limiting the generality of the foregoing, upon termination the Parties shall
- (i) promptly return to the other Party any tangible property representing disclosed Confidential Information divulged by Licensor and all copies thereof; and
- (ii) erase/delete any such Confidential Information held by it in electronic form, and
- (iii) immediately remit all payments due to Licensor from Licensee under the terms of this Agreement including amounts calculated in accordance with clauses 6 and 7. Notwithstanding the aforementioned, Licensee and its Marketing Transferees may continue to provide maintenance and support services to its existing End Users.
Notwithstanding any termination, cancellation, or expiration of this Agreement, this section 13.6 and sections 7.2 (Records), 9 (Indemnification), 10 (Limitation of Liability), 11 (Intellectual Property Rights), 12.1 (Confidential Information), 13.5 (Consequences), 14.8 (Notices), and 14.9 (Applicable Law) shall survive and continue to be in effect in accordance with their terms.
Each party represents and warrants, on a present and ongoing basis, to the other party that its commitments and the rights and privileges granted herein do not conflict with any other agreement or legal obligation.
All Schedules are hereby incorporated by reference and made a part of this Agreement.
The headings and sub-headings contained in this Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Other than as provided in parts of this Agreement, the rights of either Party under this Agreement are restricted solely to such Party and shall not be assigned, transferred, subleased, sublicensed, encumbered, or subject to any security interest without the prior written consent of the other Party, which will not be unreasonably withheld. Any attempted assignment, without the prior written consent of the non-assigning party will be void and of no effect.
All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
14.6.Relationship of the Parties.
The relationship of the parties established by this Agreement is of licensor and licensee or independent contractors, and nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party; or constitute the parties as principal and agent, employer and employee, partners, participants in a joint venture, co-owners or otherwise as participants in a joint undertaking. The parties understand that, except as specifically provided for in this Agreement, neither party grants the other party the power or authority to make or give any agreement, statement, representation, warranty, or other commitment on its behalf, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on its behalf, or to transfer, release, or waive any of its rights, title or interests.
Any notice to be given hereunder shall be in writing and shall be effective when received. Such notice shall be sent by first class mail, postage prepaid and marked for delivery by Certified or Registered mail, return receipt requested, or other form of receipted delivery, addressed to the party as follows:
- [LICENSOR/REPRESENTATIVE/NAME], [LICENSOR/REPRESENTATIVE/TITLE];
- [LICENSOR/COMPANY/NAME], [LICENSOR/COMPANY/ADDRESS].
- [LICENSEE/REPRESENTATIVE/NAME], [LICENSEE/REPRESENTATIVE/TITLE];
- [LICENSEE/COMPANY/NAME], [LICENSEE/COMPANY/ADDRESS].
Any changes for such notices may be specified by written notification to the other party made following the requirements in this section.
14.8.Governing Law, Jurisdiction, Venue.
All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally settled under the Rules of Arbitration of the International Chamber of Commerce, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat of arbitration shall be London, England. The procedural law of this place shall apply where the Rules are silent. The language to be used in the arbitration proceeding shall be English. The governing law of the Agreement shall be the substantive law of England.
Any clause, provision, or portion of this Agreement which is held to be invalid, void, illegal or otherwise unenforceable under any law or by any court, arbitrator, or other proceeding, shall be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible; and such amendment or deletion shall not effect the enforceability of the remaining provisions hereof.
The failure, refusal or neglect by any party to exercise any right, power or option provided for herein shall not be deemed a waiver of any right, power or option hereunder. Any waiver of any right or default hereunder shall be effective only if made in writing and in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion.
This Agreement contains the entire understanding of the parties as to its subject matter and supersedes all other (including prior) agreements, arrangements representations, warranties conditions or other terms in relation to its subject matter, and may not be modified except in writing executed by both parties.
14.12.Channel Conflict Avoidance .
Partners working with key accounts and ISP segment will inform about offers made to such accounts. This is due to avoid competition between partners and [LICENSOR/COMPANY/NAME] sales channels.
Effective Date of this Agreement: [AGREEMENT/EFFECTIVE_DATE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized representatives.
By [LICENSOR/REPRESENTATIVE/NAME], [LICENSOR/REPRESENTATIVE/TITLE]
Schedule A: Licensed software & Licensor documentation
Schedule B: Prices for End Users for the Licensed Software & Royalty structure
Schedule C: Licensor's Standard End User License Agreement
Schedule D: Sales Report Form
Schedule E: Licensor's Technical Support Common Procedures and Quality Standards
Schedule F: Licensor Logos & Marketing materials