THIS DRAFT 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
___________, by and 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 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
4.1
At 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.
4.2
Any 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
4.2.1 LICENSEE 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.
4.2.2 If 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
LICENSEE agrees to pay to UC a license issue fee of $_____ upon execution
of this Agreement. This fee is non-refundable.
7.
ROYALTIES
There will be no earned royalties for the use license granted under this
Agreement.
8.
PAYMENTS AND REPORTS
Payments of royalty and other fees payable under this Agreement shall be made
by checks payable to: "The Regents of the University of California” and mailed to:
UC:
Ref:
University of California Irvine
5141 California Ave., Suite 200
Irvine, CA 92697-7700
Attention: Director, Office of Technology Alliances
UCI Case Number ________________
9.
DELIVERY AND MAINTENANCE
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. UC shall have
no obligation to provide any support or maintenance service to LICENSEE for 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
16.1 Each 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.
16.2 In 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”)
By:________________________
Director, Office of University/Industry
Research and Technology
Date:______________________
(“LICENSEE”)
By:________________________