THIS DRAFT FOR ROYALTY-FREE, INTERNAL USE LICENSE IS PROVIDED HEREIN FOR THE SOLE PURPOSE OF INFORMATION ONLY. THE AVAILABILITY OF THIS DRAFT ON THE INTERNET DOES NOT CONSTITUTE ANY PROMISE OR REPRESENTATION BY THE REGENTS OF THE UNIVERSITY OF CALIFORNIA THAT THE TERMS CONTAINED IN THIS DRAFT WILL BE OFFERED TO A POTENTIAL LICENSEE AS SHOWN IN THE DRAFT.
SOFTWARE LICENSE AGREEMENT
This software license agreement (“Agreement”) is effective this __ day of ______, between The Regents of University of California ("UC"), a California Corporation, whose legal address is 300 Lakeside Drive, Oakland, California 94612-3550, acting through University of California, Irvine (“UCI”), and ______, (“LICENSEE”).
WHEREAS, ______at UCI has authored and developed a software package, commonly known as “______” (“UCI Software”);
WHEREAS, UC is the sole owner of all copyrights and other proprietary rights in the UCI Software, which is the subject matter of this Agreement; and
WHEREAS, LICENSEE desires to obtain from UC, and UC desires to grant to LICENSEE the rights and license set forth in this Agreement under the terms and conditions contained herein;
NOW THEREFORE, UC and LICENSEE agree as follows:
I.DEFINITIONS
"Licensed Material" means the UCI Software, including the binary and source codes, and related documentation.
2.GRANT OF RIGHTS
UC hereby grants to LICENSEE a royalty-free, non-exclusive and non-transferable license to install and use the Licensed Material on _____ computers located at LICENSEE’s office for research and evaluation purposes only, subject to the terms and conditions set forth herein. LICENSEE is allowed to make a back-up copy as necessary.
3.SUBLICENSING
LICENSEE shall not have any right to issue sublicenses to third parties to use the Licensed Material.
4.TITLE
4.1At all times under this Agreement the copyright and all other intellectual property rights and interests in the Licensed Material shall be and will remain property of UC. Modifications may not be made to the Licensed Material by LICENSEE without a written consent from UC.
4.2Any written consent granted by UC to LICENSEE to make
modifications to the Licensed Material is specificlly contingent upon LICENSEE'S agreement to assign to UC whatever copyrights and other intellectual property rights that LICENSEE might have in such modifications. LICENSEE hereby agrees that any modifications made by it to the Licensed Material, whether authorized by UC or not, shall automatically be assigned to UC and that UC shall be entitled to obtain on its own behalf any available intellectual property protection, and LICENSEE shall execute any documents and do any acts necessary to vest such rights in the UC; and
4.2.1LICENSEE will notify UC in writing, with full particulars, including but not limited to explanations, manuals, source codes, of any modifications made by LICENSEE to the Licensed Material. Furnishing UC with a source version of the modified code and any supporting documentation, including the documentation of modifications made by LICENSEE, will be deemed to be compliance by LICENSEE.
4.2.2If a written consent is given for modifications, such consent shall not be construed as an implied consent to subsequent and/or similar changes or modifications by LICENSEE to the Licensed Material.
5.RESERVATION OF RIGHTS
LICENSEE acknowledges that UC claims and reserves all rights and benefits in Licensed Material, that have not been expressly granted to LICENSEE under and by this Agreement.
6.LICENSE ISSUE FEE
There will be no license issuance fee for the internal use license granted under this Agreement.
7.ROYALTIES
There will be no earned royalties for the internal use license granted under this Agreement.
8.DELIVERY
Within ten (10) days after the effective date of this Agreement, UC will deliver to LICENSEE one copy of all applicable binary and source code materials and related documentation developed by UC with respect to the Licensed Material.
9. LACK OF MAINTENANCE
UC shall have no obligation to provide any support or maintenance service to LICENSEE for debugging, upgrading or otherwise maintaining the Licensed Material.
10.PROTECTION AND CONFIDENTIALITY
LICENSEE acknowledges that UC considers any source code, if made available to LICENSEE under this Agreement, implementing or included in the Licensed Material (“Source Code”) to be a trade secret, even if not marked “confidential,” “proprietary,” or with a similar legend. LICENSEE shall not disclose or otherwise make Source Code available in whole or in part, in any form, to any third party. Notwithstanding the earlier termination of this Agreement, the obligations of this Section are to remain in effect for a period of five (5) years or until such time as Source Code is or becomes (i) rightfully known to the public, through no act or failure to act on LICENSEE’s part; (ii) authorized for dissemination to others by UC without restrictions on disclosure; (iii) legitimately received from a third party without restrictions on disclosure in favor of UC; (iv) independently developed by LICENSEE, (v) generally made available to third parties by UC without restrictions on disclosure, or (vi) required to be disclosed by law or court order, provided that LICENSEE will take reasonable steps to give UC sufficient prior written notice and opportunity to contest such request, requirement or orders. LICENSEE shall notify UC within twenty four (24) hours or as is reasonably practicable upon discovery by LICENSEE of any unauthorized disclosure of the Source Code.
11.DISCLAIMER OF WARRANTY
THE LICENSED MATERIAL IS BEING LICENSED AND PROVIDED TO LICENSEE "AS IS". MORE SPECIFICALLY, UC DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE LICENSED MATERIAL OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT UC KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING.
12.COPYRIGHT NOTICE
All copies of the Licensed Material shall include thereon such copyright or proprietary rights notice as may be designated by UC. For the purpose hereof, UC agrees that if LICENSEE includes UC's copyright upon any publication, material or media wherein all or a part of the Licensed Material is contained, that LICENSEE will have satisfied its obligations pursuant to this Article.
13.LIMITATION OF LIABILITY
UC SHALL NOT BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, GENERAL, PUNITIVE, OR ANY OTHER DAMAGES RESULTING OR ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THE LICENSE GRANTED UNDER THIS AGREEMENT. THE FORGOING APPLIES REGARDLESS OF WHETHER THE CLAIM OR DAMAGES RESULT OR ARISE UNDER BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
14.INDEMNIFICATION
LICENSEE agrees to indemnify, defend, and hold harmless UC, its campuses, laboratories, faculty, students, successors, agents, officers, and employees, either in their individual capacities or by reason of their relationship to UC, with respect to any expense, claim, liability, loss or damage including any incidental or consequential damage either direct or indirect, whether alleged, incurred, made or suffered by LICENSEE or any third party, in connection with, or in any way arising out of the use or disposition of the Licensed Material by LICENSEE in connection with the exercise of its rights granted under this Agreement.
15.TERM
The term of this Agreement shall commence on the effective date of this Agreement, and shall be in effect for _____ years from that date, unless otherwise terminated in accordance with the terms of this Agreement.
16. TERMINATION
16.1Each party may terminate this Agreement if the other party is in material breach of the terms contained herein, by providing written notice to the breaching party, provided that the breach has not been cured in all material respects within sixty (60) days after receipt of such notice.
16.2In the event of termination of this Agreement, LICENSEE shall cease to exercise all rights to Licensed Material and shall destroy all copies of the Licensed Material, and LICENSEE will provide UC with written notice describing the procedures that LICENSEE will undertake to comply with the requirements of this Article.
16.3 The terms of this Agreement surviving the termination of this Agreement are Article 10, Protection and Confidentiality; Article 11, Disclaimer of Warranty; Article 13, Limitation of Liability; and Article 14, Indemnification.
17.NOTICE
Any notice required to be given to either party shall be deemed to have been given and to be effective on the date of delivery, if delivered in person, or five (5) days after mailing, if mailed by first-class certified mail, postage paid, to the respective addresses given below, or to such other address as it shall designate by written notice given to the other party.
UC:University of California Irvine
5141 California Ave., Suite 200
Irvine, CA 92697-7700
Attention: Director, Office of Technology Alliances
LICENSEE: ______
18.INSPECTION
UC shall have the right to inspect, at any reasonable time, the records and supporting data of LICENSEE, subject to LICENSEE's security, to determine and verify LICENSEE's compliance with this Agreement. UCI shall reimburse LICENSEE the reasonable costs incurred by LICENSEE in support of UC's inspection.
19.USE OF NAMES
The names “University of California" or "The Regents of the University of California”, or any abbreviation thereof may not be used in advertising, publicity, or other promotional activities without prior approval by UC, which shall not be unreasonably withheld, except that LICENSEE’s use of UC’s name as part of copyright or other proprietary notices required under Article 12, Copyright Notice, shall not be restricted.
20.RELATIONSHIP
This Agreement shall not be construed as creating a partnership, joint venture, agency relationship or granting a franchise under either federal or state laws.
21.GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
22.MODIFICATIONS
Any modification to this Agreement must be in writing and signed by both parties.
23. WAIVER
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition. None of the terms, covenants, and conditions of this Agreement can be waived except by the written consent of the party waiving compliance.
24.ASSIGNMENT
This Agreement will not be assigned by LICENSEE to third parties without the prior written consent of UC.
25.SEVERABILITY
The provisions of this Agreement are severable, and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or enforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
26.AUTHORITY
LICENSEE represents that the individual who executes this Agreement on behalf of LICENSEE is authorized to do so by LICENSEE. UC represents that the individual who executes this Agreement on behalf of UC is duly authorized to do so by UC.
27.ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties and supersedes all prior written or oral agreements with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
REGENTS OF THE UNIVERSITY
OF CALIFORNIA (“UC”)(“LICENSEE”)
By:______By:______
Director, Office of University/Industry
Research and Technology
Date:______
LicenseA.doc