This NON-EXCLUSIVE/END-USER SOFTWARE TECHNOLOGY AGREEMENT ("Agreement") has been executed this ____ day of _____________ in the year ______________, between The University of Akron, a state university of the State of Ohio, having its offices at 302 E. Buchtel Avenue, Akron, Ohio 44325, and _________________, having its principal place of business at ________________________________________________________________ ("Licensee").
WHEREAS University faculty and personnel conduct research in a wide variety of fields, including inter alia polymers and methods for manufacturing and processing polymers;
WHEREAS University has developed the Akro-Co-Twin Screw Extruder software program ("Program") for use in conjunction with processing polymers, and has maintained said Program as a valuable proprietary trade secret;
WHEREAS Licensee is desirable of licensing said Program and obtaining technical assistance in using said Program;
WHEREAS University is willing to grant Licensee a license to use the Program, including access to University's proprietary information and personnel.
In consideration of the promises, the mutual covenants set forth herein and the acts to be performed by the parties to this Agreement, it is agreed as follows:
2. University will provide Licensee with a copy of the Program, and access to University personnel knowledgeable with the Program to provide limited technical assistance.
3. Licensee agrees to use each copy of Program only internally, in conjunction with the operation of a single work station, not to make copies of the Program (other than one archival copy) and not to sell or assign the Program or any copy thereof to a third party without the prior written consent of University.
4. Licensee agrees that the Program will not be made available either in its original or any modified form to any third party without the prior written consent of University and to provide University with a copy of any modified Program developed by Licensee, which shall remain the exclusive property of University. In the event Licensee's personnel have any questions concerning the Program, they are to contact designated University personnel, who will provide, by telephone (including fax or e- mail), up to eight (8) hours of technical assistance per calendar year. In addition, Licensee's personnel may request a special one-half day seminar at the University for a fee of $450.00 per person.
5. For copies of Windows Version 3A of the Program, Licensee agrees to pay the University the following sums:
a) $17,995.00 (U.S.) within thirty (30) days of the execution of this Agreemen for the first copy of the Program;
b) $5,995.00 (U.S.) for the second and any additional copies of the Program placed in use by Licensee;
c) An annual maintenance fee for each calendar year in the amount of $2,700.00 (U.S.) per copy, payable on January 1 of each calendar year, in consideration of which University shall permit Licensee's continued use of the Program and provide Licensee with any and all current changes, revisions and/or upgrades in the then current version of the Program, and the technical assistance of University personnel provided for in paragraph 4;
d) As new versions of the Program are developed by University, they will be made available to Licensee at the price then being charged new licensees, less all sums paid by Licensee under paragraph 5(a).
e) The annual maintenance fee, prorated, for calendar year 2001 shall be
$_________.00 (U.S.) and shall be payable to University by Licensee on or before _______________.
6. The Program to be provided by University is designed for use on all IBM PC, Pentium 200 or higher systems, or compatibles with 32MB of RAM. EGA and coor monitor are necessary. The PC must have a hard disk, disk drive, CD-ROM drive and Microsoft (MS) Windows 95/98/ME. A printer is required to print graphical and text simulation results. The Program will be that being employed by University as of the date of this Agreement, and University is not responsible for any modifications made by Licensee.
In addition, except as provided in paragraph 5(e), University is under no obligation to modify, enhance, correct the Program, or notify Licensee of any problems or errors it may hereafter learn of in the existing Program. Further, except as provided in paragraph 5(e), University is under no obligation to supply Licensee with any future revisions nor any obligation to maintain any backward capability with respect to the Program.
7. The University is providing "software" and technical assistance, which it considers to be generally useful in developing design and other data in processes of the type which it understands Licensee proposes to use, but University has no direct knowledge of, or control over, Licensee's equipment, formulations and/or selection or quality control of materials employed by Licensee. In view of this, University makes no express or implied warranty, other than that it will provide what it considers in its judgment to be its best advice, based on the information provided to University employees by Licensee.
8. All title, interest, rights and any copyright to the Program or the Program Source Code
and all portions thereof, any material associated therewith, shall at all times remain with University, and Licensee agrees to preserve same.
9. Nothing in this Agreement shall be construed as conferring rights to use in
advertising, publicity or otherwise any trademark, trade name, or service mark or the name of University.
10. This Agreement shall be effective on execution by both parties hereto and shall be for an initial period expiring _________________________, and shall automatically extend from year to year upon payment by Licensee of the annual maintenance fee provided in paragraph 5(e) hereinbefore, or as hereafter made by and between the parties. On termination of this Agreement, Licensee agrees to return any and all copies of the Program to University and to cease any further use of the Program or any modifications thereof, including modifications made by Licensee.
11. Licensee represents that the individual who executes this license on behalf of
Licensee is authorized to do so by Licensee.
12. This Agreement shall be governed by the laws of the State of Ohio.
13. This Agreement constitutes the full and complete understanding and agreement of the
parties and supersedes all prior understandings and agreements, oral or written.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written.
LICENSEE THE UNIVERSITY OF AKRON
Name:________________________ Mr. Gerald M. Parker
Title:_________________________ Director, Office of Research
Services and Sponsored Programs
License Number: ______________________