________________________________
between Swedish Institute of Computer Science, PO Box 1263,
SE-164 29 Kista, Sweden (SICS) and
(organization) ________________________________
(address) ________________________________
________________________________
________________________________
(The Licensee).
SICS and the Licensee wish to enter into an agreement whereby the Licensee will use the Software under the terms and conditions set forth below.
In consideration of the mutual covenants and conditions contained herein, the parties agree as follows:
1.1 Software means the software products, SICStus Prolog, version 3 delivered as binary code and the Documentation delivered by SICS to the Licensee.
1.2 Application Programs means the Licensee's stand-alone applications developed on the Software and packaged with the parts of the Software known as bin/sprt*.*, lib/libsprt*.*, and any files from library/, where these paths are relative to the installation directory.
1.3 Documentation means all documentation in machine readable form of the accompanying manuals (User's Manual and Release Notes) that is provided by SICS with the Software.
1.4 Anniversary Date means the last day of the month in which the Software was shipped to the Licensee.
1.5 Maintenance means in writing consultation, bug fixes and error corrections.
1.6 Number of Users means the highest number of physical persons permissible to use the Software in accordance with this Agreement. Number of Users is stated in Exhibit B.
SICS grants the Licensee and the Licensee accepts the following license:
2.1 Subject to the terms and conditions of this Agreement, SICS hereby grants the Licensee, a non-exclusive, non-transferable, paid-up license to use the Software up to the Number of Users paid for as follows:
2.2 The Licensee agrees not to cause or permit the reverse engineering, disassembly, or decompilation of the Software.
By virtue of this Agreement the Licensee acquires only the rights in Section 2 Grant of License. All right, title and interest in the Software remains with SICS. However, the Software consists of modules for which there are and shall remain other exclusive owners. Such other owners are specified in Exhibit A.
4.1 Any amounts payable under this agreement are net amounts and are payable in full to SICS without any deduction for any withholding taxes. The Licensee agrees to pay any withholding taxes due directly to the relevant taxing authority.
4.2 Payment for the Software licenses shall be the ones stated in Exhibit B and in accordance with the payment terms therein. The Licensee shall make payment to SICS within thirty (30) days after date of invoice. The Number of Users is the total number which the Licensee has rights to under Section 1.6.
4.3 The Maintenance Fee listed in Exhibit B shall be payable yearly in advance within thirty (30) days after the first Anniversary Date and, unless Maintenance is canceled by either party, at least thirty days before each subsequent Anniversary Date.
5.1 Provided that the Licensee has paid for Maintenance, SICS warrants to the Licensee for a period of three months from the first Anniversary Date that the Software will perform the functions described in the Documentation provided by SICS. If SICS finds a deviation in the Software's performance during this period, SICS will use its best efforts to replace or modify the Software so that it performs substantially in accordance with the Documentation.
Other than as stated in this Section, there is no representation or warranty, express or implied, as to any matter whatsoever, including without limitation, the condition of Software, its merchantability or fitness for a particular purpose.
5.2 If the Licensee does not pay for Maintenance, the Software is distributed as is.
To the best of SICS's knowledge the Software or the use thereof does not infringe any third party's rights. SICS shall have no responsibility whatsoever for any claims of infringements of patents, trademarks, industrial designs, copyrights or other property rights affecting the Licensee's use of the Software.
The foregoing states the entire liability and obligation of SICS with respect to infringement or claims of infringement of any patent, copyright, trade secret, or any other proprietary right.
By virtue of this Agreement, the parties may have access to information that is confidential to one another (Confidential Information). Confidential Information shall be limited to the Software and all information clearly marked as confidential.
A party's Confidential Information shall not include information which a) is or becomes a part of the public domain through no act or omission of the other party; or b) was in the Licensee's lawful possession prior to the disclosure and had not been obtained by the Licensee either directly or indirectly from SICS; or c) is lawfully disclosed to the other party by a third party without restriction of disclosure; or d) is independently developed by the other party.
The parties agree, both during the term of this Agreement and for a period of five years after termination of the Agreement and of all licenses granted hereunder, to hold each other's Confidential Information in confidence. The parties agree not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any other purpose than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, students or agents in violation of the provisions of this Agreement.
8.1 After payment of the Maintenance Fee listed in Exhibit B, the Licensee shall be provided Maintenance according to this Section. The Licensee shall be solely responsible for Maintenance for its own internal customers/students.
8.2 The Licensee shall appoint one E-mail address as the principal Maintenance Contact Point for the communication of bugs and errors to SICS and for the receipt of bug and error fixes, if any.
8.3 SICS shall appoint one E-mail address as the principal Maintenance Contact Point for the receipt of bugs and errors from the Licensee and for the communication to the Licensee of bug and error fixes, if any.
8.4 The initial Maintenance Contact Points for SICS and the Licensee are listed in Exhibit C.
8.5 Maintenance of the Software under this Agreement is available for not longer than 12 months after the new version becomes generally available.
8.6 SICS undertakes to make reasonable efforts to provide the Licensee the following Maintenance services in respect to the use of the Software, as stated in the Section 8.7 through 8.11.
8.7 Error(s) verification. Any reproducible error(s) for which verification is required shall be reported in writing to SICS. The Licensee undertakes, before an Error(s) report is sent to SICS, to ascertain that the Error(s) has not already been reported by SICS; verify that the Error(s) is reproducible; and provide to SICS, in machine readable form, all the information necessary to reproduce the Error(s). SICS undertakes to confirm receipt of the Error(s) report in writing to the Licensee; analyze the Error(s) report and verify the existence of the Error(s); and, if the reported Error(s) seriously affects the use of the Software and can be circumvented, to create a temporary solution.
8.8 Consultation and Advice. SICS shall in writing provide answers to questions regarding installation, configuration and documentation, as well as generally advice regarding submitted reports on Error(s).
8.9 Updating of the Software. SICS shall make available to the Licensee all updates of the Software as soon as these have been officially introduced by SICS.
8.10 Provisions of new version. SICS shall advise the Licensee of new versions of the Software forthwith upon their being made generally available.
8.11 SICS will have no obligation to correct defects or difficulties due to the Licensee modifying the Software, changing its system or computer environment, using the Software on equipment not recommended by SICS or installing it in a way not recommended by SICS, or other causes external to the Software. Such recommendations are found in the Release Notes which are part of the Software delivered by SICS.
8.12 The Licensee will pay a Maintenance reinstatement fee according to Exhibit B if the Licensee should choose not to start Maintenance directly after the delivery or if Maintenance is discontinued and the Licensee wishes to reinstate Maintenance at a later point.
If either party defaults in the material performance of any provision of this Agreement, then the non-defaulting party may give written notice to the defaulting party that if the default is not cured within thirty (30) days the Agreement will be terminated. If the non-defaulting party gives such notice and the default is not cured in the non-defaulting party's reasonable opinion during the thirty day period, the Agreement will terminate immediately upon notice by the non-defaulting party.
Termination of this Agreement shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall such termination relieve the Licensee's obligation to pay all fees that accrued prior to termination.
If a license granted in this Agreement is terminated, the Licensee shall a) cease using and copying the Software and Documentation, and b) certify to SICS within one month after termination that the Licensee has destroyed or has returned the Software and Documentation including all copies thereof. This requirement applies to copies in all forms, partial and complete, and all types of media and computer memory and whether or not modified or merged into other materials.
Use of Application Programs distributed by the Licensee to its customers shall not be affected by the termination of this Agreement.
If the Licensee is furnishing Application Programs to a third party by contract, the Licensee shall obtain from such third party a provision affording SICS and its suppliers the protection of this Section.
The Software shall be under license effective from the date of shipment and shall remain in force until the Licensee discontinues the use of the Software; or the license is otherwise terminated as provided herein.
New versions of the Software are available under separate agreement and are not covered or provided by this license.
The rights and obligations of the parties under this Agreement shall not be governed by the U.N. Convention on Contracts for the International Sales of Goods.
This Agreement, including Exhibit A, Exhibit B, and Exhibit C, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior agreements, discussions, and understandings between them. No modification of or amendment to the Agreement, nor any waiver of any rights under this Agreement shall be effective unless in writing signed by an officer of SICS and the Licensee. The terms and conditions of this Agreement shall supersede the terms and conditions of the Licensee's purchase order, if any.
Any notice required or permitted by this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, addressed to SICS's and the Licensee's addresses shown at the beginning of this Agreement. Notices sent will be sent Attn: Contracts Administration.
The performance required of each party by this Agreement shall be excused by a period reasonable under the circumstances if the failure or delay thereof is caused by industrial disputes or by any other causes beyond the parties control such as acts of God, riot, wars, accident, embargo or requisition. In case of Force Majeure either party shall promptly notify the other party in writing on the intervention and on the cessation thereof and furnish the other party with all relevant information thereto.
Neither party shall have the right to assign this Agreement or any rights herein without the written consent of the other party, which written consent shall not be unreasonably withheld by either party; provided, however, that a party shall not withhold consent to the other party to assign this Agreement to a successor in interest, and the Licensee shall not withhold consent to wholly or partially delegate applicable obligations in regard to Maintenance, training or consulting.
The failure by either party to enforce any provision of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.
This Agreement shall be governed by and construed in accordance with the substantive laws of Sweden.
All disputes, differences or questions between the parties to the Agreement with respect to any matter arising out of or relating to the Agreement shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, in Stockholm, by three (3) arbitrators appointed in accordance with the said Rules and the proceedings shall be conducted in the Swedish language.
All awards may if necessary be enforced by any court having jurisdiction in the same manner as a judgment in such court.
(The Licensee) (SICS) Signature:___________________________ Signature:_____________________________ Name:________________________________ Name:__________________________________ _____________________________________ Swedish Institute of Computer Science (organization)
List of software modules owned by third parties distributed by SICS with the SICStus Prolog Software.
Fees applicable to SICStus Prolog release 3 exclusive Value Added Tax (VAT). The fees are subject to change by SICS once a year. For customers in Sweden there will be Swedish VAT added (at present 25%).
Email: sicstus-request@sics.se Fax: +46 8 751 7230 Phone: +46 8 633 1500
Email: sicstus-contract@sics.se Fax: +46 8 751 7230 Phone: +46 8 633 1500
Email: sicstus-support@sics.se Fax: +46 8 751 7230 Phone: +46 8 633 1500
Title/Name: ___________________________________________ Email: ________________________________________________ Fax: ________________________________________________ Phone: ________________________________________________ Address: ______________________________________________ VAT number: ___________________________________________ Your Purchase Order Number:____________________________
Title/Name: ___________________________________________ Email: ________________________________________________ Fax: ________________________________________________ Phone: ________________________________________________ Address: ______________________________________________