SOFTWARE LICENSE AGREEMENT
ROTMAN INTERACTIVE TRADER
This Agreement made as of the ____ day of _____________, 20____, between
ROTMAN SCHOOL OF MANAGEMENT (the “Licensor”)
and
______________________________________ (the “Licensee”).
Contract Effective Date: _____________________________
WHEREAS, the Licensor has proprietary software with respect to simulation of
an electronic stock exchange;
WHEREAS, the Licensee desires to acquire from the Licensor utilization rights to
certain of Licensor’s proprietary software; and
WHEREAS, the Licensor, provides utilization and access rights for certain of its
proprietary software;
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements hereinafter set forth and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the Licensor and
Licensee hereto covenant and agree as follows:
1.
DEFINITIONS
(1)
“Documentation” means Licensor’s documentation which is delivered to
Licensee under this Agreement.
(2)
“RIT” means Rotman Interactive Trader, which is the Licensor’s Software
installable on a network for simulation of an electronic stock exchange, and is
composed of RIT Server, RIT Client and corresponding Case Files (if any), as
described on Schedule “B”.
(3)
“RIT Server” means the Software provided by the Licensor for use on a
server workstation, as described on Schedule “B”.
(4)
“RIT Client” means the Software provided by the Licensor for use on a client
workstation, as described on Schedule “B”.
(5)
“Software” means (a) all software specified in and agreed upon in this
Agreement, including RIT, RIT Server, RIT Client, and described on Schedule “B”
developed by or for Licensor and delivered to Licensee hereunder; (b) any new
releases thereof made generally available pursuant to Maintenance; and (c) any
complete or partial copies of any of the foregoing.
2.
LICENSE GRANT
(1)
Licensor grants to Licensee a non-exclusive, worldwide, non-transferable,
one-year renewable license to use the Software internally within the Licensee’s
premises subject to the terms of this Agreement. Licensee shall use the Software for
educational purposes only, and shall be used only by registered students, staff, and
faculty of the Licensee. The RIT Server Software shall only be installed and used on
a server workstation controlled by a registered Faculty or staff member of the
Licensee’s institution.
(2)
Licensee will receive copies of the Software, Licensee is granted a nonexclusive, non-transferable, worldwide license to reproduce the Software in compiled
form and to reproduce the documentation only for use pursuant to the terms of this
Agreement. The rights granted to Licensee are only sellable, assignable or
transferable to a transferee with the written consent of the Licensor and the agreement
of the transferee to be bound by the terms of this Agreement.
3.
TERM AND RENEWAL
(1)
The Term of this Agreement shall commence on the contract effective date
written above and shall continue for a period of one year from such date. Except as
set forth below, upon completion of the Term, the Licensee is deemed to
automatically renew this Agreement for a Renewal Term of one year, and each year
thereafter for a subsequent Renewal Term of one year. The automatic renewal is
terminable by either Licensor or Licensee in writing thirty (30) days before the
completion of the Term and each subsequent Renewal Term.
4.
PAYMENT
(1)
Licensee shall pay to Licensor the fees set forth on Schedule A, without
deduction or setoff, within 30 days of the date of this Agreement. All fees on
Schedule A are stated and payable in U.S. dollars. Any sales or personal property
taxes, goods and services taxes or value added taxes, use taxes, excise taxes or duties
or other similar taxes or charges payable under this Agreement and interest and
penalties thereon shall be the obligation of the Licensee. All payments shall be made
at the office of Licensor at Rotman School of Management, 105 St. George Street,
Toronto, Ontario M5S 3E6, or as otherwise directed by Licensor in writing.
(2)
Except as set forth below, Licensee shall pay the same fees as on Schedule A
for the Renewal Term. The Licensee shall pay the fees for the Renewal Term on the
first day of the Renewal Term and each subsequent Renewal Term. Licensor may
notify Licensee of a change in fees in writing thirty (30) days prior to the completion
of the Term and each subsequent Renewal Term.
5.
CERTAIN OBLIGATIONS OF LICENSOR
(1)
Maintenance refers to the correction or removal or program defects and
minor modifications of the Software that do not substantially change the basic
character or structure of the Software or its functional use or operation. Licensee
shall receive Maintenance from Licensor or authorized representative at no charge
during the term of this Agreement.
(2)
Licensee shall have the right to receive technical support via phone and email for installation and setup of the Software at no charge. Licensor reserves the
right to deny assistance to the Licensee in regards to providing updated content or
assistance with understanding, interpreting, or teaching pre-existing content contained
within the Software including, but not limited to, case files and software usage.
6.
CERTAIN OBLIGATIONS OF LICENSEE
(1)
Licensee agrees to reproduce and include the copyright and other proprietary
notices on all copies of the Software and Documentation which Licensee is permitted
to make. Licensee shall not attach, remove or disfigure any Licensor trade-marks on
the Software and shall not attach any additional trade-marks to the Software.
Licensee shall not attach the Licensor trade-marks to any other product other than the
Licensed Software. Licensee agrees not to alter or remove or obscure any copyright
or other proprietary notices on or in the Software or related documentation or
materials.
(2)
Licensee shall permit Licensor and its representatives and agents at any time
during usual business hours to inspect the Software and for that purpose to have
access to the location of the Software.
(3)
Licensee is responsible for ensuring the appropriate use to be made of the
Software within the terms of this Agreement. Licensee shall take steps to prevent
unauthorized installation and use of the Software and shall ensure that any and all
users of the Software comply with this Agreement.
7.
PROPRIETARY RIGHTS
(1)
Confidential Information shall include all data, materials, products,
technology, computer programs, specifications, manuals, business plans, software,
marketing plans, business plans, financial information and other information
disclosed or submitted, orally, in writing, or by any other media, to Licensee by the
Licensor. Confidential Information does not include anything that was publicly
available prior to the disclosure of such to the Licensee, nor does it include
information that becomes publicly available after disclosure, other than pursuant to
breach of this Agreement. Nothing herein shall require the Licensor to disclose any
of its Confidential Information. Furthermore, any specific product or venture ideas,
know-how, or concepts which may be discussed are deemed to be Confidential
Information. Licensee agrees that the Confidential Information is to be considered
confidential and proprietary to the Licensor and Licensee shall hold the same in
confidence, shall not use the Confidential Information other than with the express
written permission of the Licensor and shall disclose it only to its registered students,
faculty or staff with a specific need to know, and to the extent such persons are not
already so obligated by written agreement, Licensee shall require by express written
agreement that such persons maintain said information in confidence in accordance
with the terms of this agreement. Licensee will not disclose, publish or otherwise
reveal any of the Confidential Information received from the Licensor to any other
party whatsoever except with the specific prior written authorization of the Licensor.
(2)
Licensee acknowledges and agrees that nothing herein grants Licensee any
ownership rights to the Software, or any trade marks, copyrights, trade secrets and
patents relating thereto. All copies of Software in any form are and shall remain the
property of Licensor. Licensee shall have no right to the software except as set forth
herein. Licensee shall not reverse engineer, disassemble, decompile or make any
unauthorized copies of the Software or any portion thereof.
(3)
This Article shall survive termination of the Agreement.
8.
LIMITED WARRANTY
(1)
Licensor warrants that the Software will substantially conform to the
functional specifications contained in the Documentation for twelve (12) months
following the date of this Agreement. The warranty shall not apply: (a) if the
Software is not used in accordance with the Documentation; or (b) if the defect is
caused by Licensee, third-party software, third party database or unauthorized
modification.
(2)
Licensor makes no other warranties (express, implied or statutory) with
respect to the Software and the accompanying written materials including, but not
limited to, any implied warranties of merchantability or fitness for a particular
purpose. In no event will Licensor be liable to Licensee for any direct or indirect
damages including loss of profits, lost savings, loss of data, or other special incidental
or consequential damages arising out of Licensee’s use of or inability to use the
Software in the absence of willful malfeasance or gross negligence by the Licensor.
Licensee shall indemnify and hold harmless Licensor, its officers, employees and
agents from and against all claims of any nature, including product liability claims
and any claims, demand, or action alleging infringement of rights in Copyright, trademarks, trade secret, patent, resulting from the use of the Software by Licensee or
resulting from the use of the Software by Licensee’s agents or end users of the
Software. In no event, will Licensor’s liability exceed the amount of payments
received from Licensee pursuant to this Agreement.
(3)
Licensor does not warrant that the Software will meet Licensee’s
requirements, be error free or operate without interruption. Licensee acknowledges
that the Licensed Software operates in an environment that includes software and
hardware of third party vendors and that Licensor does not control the products of
third party vendors. Licensee further acknowledges that it may be required to obtain
more recent versions of products from third party vendors for the Software to operate.
Licensee further acknowledges that it is possessed with superior knowledge with
respect to its business operations and has relied upon its own skill and judgment in
licensing the Software.
(4)
Licensor and Licensee herein agree that the above warrantees and liabilities
reflect the allocation of risk among the parties and the price of the licensed Software.
9.
TERMINATION
(1)
By Licensor. This Agreement shall automatically terminate upon delivery of
notice of termination to Licensee if Licensee:
(a)
make an unauthorized transfer of this Agreement or the Software;
(b)
makes any unauthorized use or disclosure of Confidential
Information or makes any unauthorized use of the Software or trade
marks, copyrights, trade secrets and patents relating thereto;
(c)
fails to pay to Licensor amounts due, and does not correct such
failure within thirty (30) days after written notice of such failure is
delivered to Licensee.
10.
(2)
By either party. Either party may terminate this Agreement:
(a)
if the other fails materially to comply with any provision of this
Agreement and does not correct such failure within thirty days after
written notice of such failure to comply is delivered, or
(b)
in the event of:
i)
liquidation or insolvency of the other party;
ii)
the appointment of a receiver or similar officer for the other
party;
iii)
assignment by the other party for the benefit of creditors; or
iv)
the filing of a petition in bankruptcy by or against the other
party.
(3)
Rights and duties on termination or expiration.
(a)
Licensee agrees to pay to Licensor, immediately due and payable
without notice or demand to Licensee on the effective date of termination
or expiration of this Agreement, all amounts due and any late fees. After
termination or expiration, the Licensee, at its sole expense, must make all
reasonable efforts to remove and delete all copies of the software at their
place of business.
(b)
Upon expiration or termination for any reasons of this Agreement,
Licensee shall return all master copies (if applicable) of the Software to
Licensor and all rights of reproduction of the Software shall terminate. In
the event that Licensor terminates this Agreement for cause, Licensee
shall have no further right to the use of the Software, and must return to
Licensor, or provide to Licensor evidence that it has destroyed, each copy
of the Software, whether or not reproduced by Licensee
(c)
All obligations of the parties which expressly or by their nature
survive the expiration or termination of this Agreement, including the
parties’ indemnity obligations, shall continue in full force and effect
subsequent to and notwithstanding its expiration or termination and until
they are satisfied in full or by their nature expire.
BINDING AGREEMENT
(1)
This Agreement shall be binding upon the Licensee and its heirs, legal
representatives, successors and assigns and shall inure to the benefit of the Licensor,
its successors, legal representatives and assigns.
11.
SEVERABILITY
(1)
If any provision hereof or any remedy herein provided for is invalid under
any applicable law, such provision shall be inapplicable and deemed omitted.
However, the remaining portions herein, including remaining default remedies, shall
be given full force and effect in accordance with the intent of this document.
12.
NO OTHER AGREEMENTS
(1)
This instrument contains the entire agreement between the parties hereto with
respect to the subject matter contained herein. There are no other agreements, written
or unwritten, that shall bind the parties.
13.
GOVERNING LAW
(1)
THIS AGREEMENT SHALL BE DEEMED TO BE MADE AND
EXECUTED IN TORONTO, ONTARIO AND SHALL BE INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF
ONTARIO IN CANADA WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.
IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement as of the date first above written.
ROTMAN SCHOOL OF MANAGEMENT
Per:
LICENSOR
__________________________
Peter Pauly
Rotman School of Management, University of Toronto
LICENSEE
By:
__________________________
Print Name:
Title:
Schedule A
Software
Rotman Interactive Trader Server/Client
Term
1 Year
Annual Cost
$9000.00USD
Schedule B – Description of Software
RIT Software - Generally
RIT Software is a software package installable on a network for simulation of an
electronic stock exchange. It includes RIT Client, RIT Server, and applicable Case Files.
RIT Server
RIT Server is the Software application being licensed that is used to aggregate data
submitted by one or numerous client workstations to a server workstation.
RIT Client
RIT Client is the Software application being licensed that is used to generate data to be
submitted to the server workstation.
List of Case Files
Price Discovery Case 1
Price Discovery Case 2
Fixed Income Case 1
Fixed Income Case 2
Fixed Income Case 3
Fixed Income Case 4
Market Microstructure Case 1
Market Microstructure Case 2
Market Microstructure Case 3
Risk Management Case 1
Corporate Finance Case 1
Options Case 1
Options Case 2