1
EXHIBIT 10.3(a)
Agreement No. 50120539
HRS SYSTEMS, INC.
PROGRAM LICENSE AGREEMENT FOR COMPUTER SOFTWARE (WINDOWS)
HRS SYSTEMS, INC., 0000 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000 (hereinafter
referred to as "LICENSOR") agrees to grant and SIMEX AS (hereinafter referred
to as "LICENSEE") agrees to accept, on the following terms and conditions, and
for the fee designated herein, a non-exclusive license to use each Licensed
Program on Designated Equipment as set forth in this Agreement:
1. DEFINITIONS: The following terms are defined for the purposes of this
Agreement as follows:
1.1 "Licensed Program" shall be each program enumerated below
incorporated in this Agreement including basic and related materials
pertinent to said program, in machine readable or printed form, and
any updated program or program portion hereinafter furnished to
LICENSEE by LICENSOR in connection with a Licensed Program or any DOS
substitute.
1.2 "Designated Equipment" shall be the central processing unit and
any other enumerated equipment located at the business address of the
LICENSEE designated herein.
1.3 "Use" means copying any portion of any Licensed Program from
storage units or media into equipment for processing, or using any
Licensed Program in the course of operation or using any Licensed
Program in printed form in support of the use of any Licensed
Program.
1.4 "Fee": Payment due from LICENSEE to LICENSOR for the Licensed
Program.
2. TERM; TERMINATION: The term of this Agreement and the license granted herein
shall be for a period of five (5) years, except in the case of DOS-to-Windows
Switchover which period shall begin JANUARY 21, 1999; said period shall extend
for five (5) years, except in the case of DOS-to-Windows Switchover which
period shall extend to the end of the immediately previous DOS agreement ending
DECEMBER 6, 2000 . This Agreement and the license may be terminated by LICENSEE
at any time by giving written notice of termination to LICENSOR or by LICENSOR
in the event:
(1) LICENSEE fails to make any payment required to be made to
LICENSOR hereunder when the same is due; or
(2) LICENSEE fails to observe, perform or comply with any term or
condition hereunder and such failure is not cured within ten (10)
days after written notice of such failure; or
(3) LICENSEE files a petition in bankruptcy or insolvency, or after
any adjudication that the LICENSEE is bankrupt or insolvent, or after
the filing by the LICENSEE of any petition or answer seeking
reorganization, readjustment or arrangement of the LICENSEE's
business under any federal law relating to bankruptcy of insolvency,
of after the appointment of a receiver for any of the property of the
LICENSEE, or after the making by the LICENSEE of any assignment for
the benefit of creditors, or after the institution of any proceedings
for the liquidation of the LICENSEE's business for the termination of
its corporate charter.
Early termination of LICENSEE's license shall occur when LICENSOR deposits the
notice of termination with the U.S. Mail and is effective whether or not said
notice is delivered to LICENSEE.
2
The LICENSEE shall not be released from any of its pre-existing obligations
under this agreement by any termination of this agreement, and neither party
shall have the right to rescind any acts performed or payments made prior to
the date of termination.
Any failure or delay in the exercise of the LICENSOR's right of termination for
any default shall not prejudice the LICENSOR's right of termination for such or
any other default.
Within five (5) days' after termination by either LICENSOR or LICENSEE,
LICENSEE shall deliver to LICENSOR a written certification to the effect that
the original and any copies of all or any portions of any Licensed Program
affected by the termination have been destroyed or, if LICENSOR so requests,
LICENSEE shall deliver such original and any copies to LICENSOR.
3. LICENSE: The license granted under this Agreement authorizes LICENSEE, on a
non-exclusive basis, to use any Licensed Program, in any machine readable form,
only on the particular Designated Equipment. A separate License Agreement is
required for use of each Licensed Program on equipment other than Designated
Equipment. If more than one item of equipment is enumerated as Designated
Equipment for a particular Licensed Program, then the license granted hereunder
is limited to the use of the Licensed Program in connection with all items of
Designated Program on less than all of the Designated Equipment.
4. SUB-LICENSES: This Agreement is non-transferable.
5. COPIES: Two copies of Licensed Program may be made by the Licensee for
back-up use.
Any Licensed Program provided in machine readable form, pursuant to this
Agreement, may be copied by LICENSEE, in whole or in part, in printed or
machine readable form, for LICENSEE's use only, provided, however, that no more
than two printed copies and two machine readable copies will be in existence
under a license with respect to any Licensed Program at any time without prior
written consent from LICENSOR, other than copies resident in Designated
Equipment itself. All copies of the Licensed Program provided hereby and
intended solely for the use of LICENSEE.
The original and any copies of Licensed Programs, in whole or in part, which
are made by LICENSEE, are agreed by the LICENSEE to be proprietary information
and trade secrets of HRS Systems, Inc. whose title and full ownership rights
remain with the LICENSOR. LICENSEE may modify any Licensed Program in machine
readable forms for its own use and merge it into other program material to form
an updated work, provided that, upon termination of the license for such
Licensed Program, the Licensed Program will be completely removed from the
updated work and treated as if permission to modify bad never been granted. Any
portion of the Licensed Program included in an updated work shall be used only
on Designated Equipment, and shall remain subject to all other terms of this
Agreement. LICENSEE agrees, when it reproduces any portion of the Licensed
Program, it will include HRS Systems, Inc. proprietary rights notice on all
copies, in whole or in part, in any form, including partial copies and
modifications of Licensed Programs.
"This software is the property of HRS Systems, Inc. and has been
supplied by HRS Systems, Inc. to LICENSEE pursuant to a Program
Licensee Agreement for Computer Software. 1his software is furnished
by HRS Systems, Inc. subject to the following restrictions: IT SHALL
NOT BE REPRODUCED, COPIED OR USED IN WHOLE OR IN PART ON EQUIPMENT
OTHER THAN ON THE DESIGNATED EQUIPMENT WITH WHICH IT WAS FURNISHED
WITHOUT THE EXPRESS WRITTEN PERMISSION OF HRS SYSTEMS, INC."
3
6. PROTECTION OF LICENSED PROGRAM: LICENSEE agrees not to provide or otherwise
make available any Licensed Program, including but not limited to flow charts,
logic diagrams and source codes, in any form, to any person other than
LICENSEE's or LICENSOR's employees without, prior consent from LICENSOR, except
during the period any such person is on LICENSEE's premises with LICENSEE's
permission for purposes specifically related to LICENSEE'S use of the Licensed
Program. LICENSEE agrees that he will take appropriate action by instruction,
agreement, or otherwise with his employees or other persons permitted access to
Licensed Programs to satisfy his obligations under this Agreement with respect
to use, copying modification, and protection and security of Licensed Programs.
7. PATENT AND COPYRIGHT INDEMNIFICATION: LICENSOR at its own expense will
defend any action brought against LICENSEE to the extent that it is based on a
claim that any Licensed Program used within the scope of the license hereunder
infringes a United States patent or copyright, provided: LICENSEE notifies
LICENSOR promptly in writing of the action (and all prior claims relating to
such action) and LICENSOR has sole control of the defense and all negotiations
for the settlement or compromise. In the event any Licensed Programs become, or
in LICENSOR's opinion are likely to become, the subject of a claim of
infringement of a patent or copyright, LICENSOR may at its option either secure
the LICENSEE's right to continue using the Licensed Programs, replace or modify
them to make them non-infringing, or if neither of the foregoing alternatives
is reasonably available to LICENSOR, discontinue the Licensed Program upon one
month's notice.
If, however, the Licensed Program is not the subject of a claim of patent or
copyright infringement, LICENSEE may notify LICENSOR in writing during the one
month after LICENSOR's notice of discontinuance that LICENSEE elects to
continue to be licensed with respect to the Licensed Program until there has
been an injunction or the claim has been withdrawn, and agrees to undertake at
LICENSEE's expense the defense of any action against LICENSEE and to indemnify
LICENSOR with respect to all costs, damages, and attorney's fees attributable
to such continued use after such notice is given to LICENSOR; it being
understood that LICENSOR may participate at its expense in the defense of any
such action if such claim is against LICENSOR. LICENSOR shall have no liability
for any claim of copyright of patent infringement based on use of other than a
current unaltered release of the Licensed Program available from LICENSOR if
such infringement would have been avoided by the use of a current unaltered
release of the Licensed Program available from LICENSOR. THE FOREGOING STATES
THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS
OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF.
8. WARRANTY: LICENSOR warrants and represents to the LICENSEE the following:
8.1 That each Licensed Program will conform to LICENSOR's prevailing
published Program Specifications when delivered to LICENSEE.
8.2 The LICENSOR is the sole owner of all right, title and interest
in and to the Licensed Programs.
8.3 That the Licensed Programs do not infringe upon any patent(s)
theretofore issued in the United States or upon any other patent
application pending.
8.4 That no other persons, firm or corporation has any right, title
or interest in and to the Licensed Program and that LICENSEE shall
have the right to use the Licensed Programs as herein provided.
8.5 That the LICENSOR has the full power to grant the rights and
privileges herein granted to the Licensee pursuant to the Agreement.
4
EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO
WARRANTIES, EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM,
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL
LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES INCLUDING, BUT NOT
LIMITED TO CONSEQUENTIAL DAMAGES OCCURRING OUT OF OR IN CONNECTION
WITH THE USE OR PERFORMANCE OF LICENSED PROGRAMS.
9. LIMITATION OF LIABILITY: LICENSEE agrees that LICENSOR's liability hereunder
for damages shall not exceed the charges paid by LICENSEE for the particular
Licensed Program or related materials for any lost profits, or for any claim or
demand against the LICENSEE by any other party, No action, regardless of form
arising out of the transactions under this Agreement, may be brought by either
party more than one year after the cause of action has accrued, except that an
action for nonpayment may be brought within one year after the date of last
payment.
10. The provisions of this Agreement shall control over the terms of any
present or future order from LICENSEE. Acceptance by LICENSEE of any Licensed
Program or optional materials, such as source tapes or listings from LICENSOR
shall be deemed conclusive evidence of LICENSEE's agreement that the license
for such Licensed Program or optional materials is governed by this Agreement.
11. This Agreement represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations of agreements,
either written or oral.
12. If any of the provisions of this Agreement are invalid under any applicable
statute or rule of law, they are, to that extent, deemed omitted.
13. This Agreement shall be governed by the laws of the State of Georgia.
14. This contract may be withdrawn by Seller if not accepted within thirty (30)
days.
PROGRAMS PROVIDED: DESIGNATED EQUIPMENT:
Name: XXXX' WINDOWS VERSION CPU (Make and Model)
--------------------- -------------
Switchover payment: $250.00 (January 1, 1999 - December 6, 2000) Number of Disk Drives
------------------------------------------- -----------
Next payment: $750.00 (December 7, 2000 - December 6, 2005)
---------------------------------------------
LICENSEE:
--------
Company Name:
SIMEX AS Officer Name: Odd Xxxx Xxxxxxx
-------------------
GODESETDALEN 24 Signature: /s/ Odd Xxxx Xxxxxxx
---------------------
N-4011 FORUS NORWAY Title:
---------------------------
Date: 03.03.99
---------------------------
(Corporate Seal)
LICENSOR:
---------
HRS SYSTEMS, INC. Officer Name: Xxx X. Xxxxxxx
-------------------
5
0000 XxXxxxx Xxxx Signature:
------------------------
Xxxxxx, Xxxxxxx 00000 Title: President
--------------------------
Date:
----------------------------
(Corporate Seal)
*The provisions of this agreement include updating in METRIC units at no
additional charge.
6
Agreement No.007L589
HRS SYSTEMS, INC.
PROGRAM LICENSE AGREEMENT FOR COMPUTER SOFTWARE
HRS SYSTEMS, INC., 0000 Xxxxxxxxx Xxxxx, X.X., Xxxxxxx, Xxxxxxx 00000
(hereinafter referred to as "LICENSOR") agrees to grant and Oin Sprinkler
(hereinafter referred to as "LICENSEE") agrees to accept, on the following terms
and conditions, and for the fee designated herein, a non-exclusive license to
use each Licensed Program on Designated Equipment as set forth in this
Agreement:
1. DEFINITIONS: The following terms are defined for the purposes of this
Agreement as follows:
1.1 "Licensed Program" shall be each program enumerated below
incorporated in this Agreement including basic and related materials
pertinent to said program, in machine readable or printed form, and any
updated program or program portion hereinafter furnished to LICENSEE by
LICENSOR in connection with a Licensed Program.
1.2 "Designated Equipment" shall be the central processing unit and any
other enumerated equipment located at the business address of the
LICENSEE designated herein.
1.3 "Use" means copying any portion of any Licensed Program from storage
units or media into equipment for processing. or using any Licensed
Program in the course of operation or using any Licensed Program in
printed form in support of the use of any Licensed Program.
1.4 "Fee": Payment due from LICENSEE to LICENSOR for the Licensed
Program.
2. TERM; TERMINATION: The term of this Agreement and the license granted
herein shall be for a period of five (5) years beginning December 7, 1990.
This Agreement and the license may be terminated by LICENSEE at any time by
giving written notice of termination to LICENSOR or by LICENSOR in the event
(1) LICENSEE fails to make any payment required to be made to LICENSOR
hereunder when the same is due; or
(2) LICENSEE fails to observe, perform or comply with any term or
condition hereunder and such failure is not cured within ten (10) days
after written notice of such failure; or
(3) LICENSEE files a petition in bankruptcy or insolvency, or after any
adjudication that the LICENSEE is bankrupt or insolvent, or after the
filing by the LICENSEE of any petition or answer seeking reorganization,
readjustment or arrangement of the LICENSEE's business under any federal
or state law relating to bankruptcy of insolvency, or after the
appointment of a receiver for any of the property of the LICENSEE, or
after the making by the LICENSEE of any assignment for the benefit of
creditors, or after the institution of any proceedings for the
liquidation of the LICENSEE's business or for the termination of its
corporate charter.
Termination of LICENSEE's license shall occur when LICENSOR deposits the notice
of termination with the U. S. Mail and is effective whether or not said notice
is delivered to LICENSEE.
7
The LICENSEE shall not be released from any of its pre-existing obligations
under this agreement by any termination of this agreement, and neither party
shall have the right to rescind any acts performed or payments made prior to
the date of termination.
Any failure or delay in the exercise of the LICENSOR's right of termination for
any default shall not prejudice the LICENSOR's right of termination for such or
any other default.
Within five (5) days after termination by either LICENSOR or LICENSEE, LICENSEE
shall deliver to LICENSOR a written certification to the affect that the
original and any copies of all or any portions of any Licensed Program affected
by the termination have been destroyed or if LICENSOR so requests, LICENSEE
shall deliver such original and any copies to LICENSOR.
3. LICENSE: The license granted under this Agreement authorizes LICENSEE, on a
non-exclusive basis, to use any Licensed Program in any machine readable form,
only on the particular Designated Equipment. A separate License Agreement is
required for use of each Licensed Program on equipment other than Designated
Equipment. If more than one item of equipment is enumerated as Designated
Equipment for a particular Licensed Program, then the license granted hereunder
is limited to the use of that Licensed Program in connection with all items of
Designated Program on less than all of the Designated Equipment.
4. SUB-LICENSES: This Agreement is non-transferable.
5. COPIES. Two copies of Licensed Program may be made by the Licensee for
back-up use.
Any Licensed Program provided in machine readable form, pursuant to this
Agreement, may be copied by LICENSEE, in whole or in part, in printed or
machine readable form, for LICENSEE's use only, provided, however, that no more
than two printed copies and two machine readable copies will be in existence
under a license with respect to any Licensed Program at any time without prior
written consent from LICENSOR, other than copies resident in Designated
Equipment itself. All copies of the Licensed Program provided hereby and
intended solely for the use of LICENSEE.
The original and any copies of Licensed Programs. in whole or in part, which
are made by LICENSEE, are agreed by the LICENSEE to be proprietary information
and trade secrets of HRS Systems, Inc. whose title and full ownership rights
remain with the LICENSOR. LICENSEE may modify any Licensed Program in machine
readable forms for its own use and merge it into other program material to form
an updated work, provided that, upon termination of the license for such
Licensed Program, the Licensed Program will be completely removed from the
updated work and treated as if permission to modify had never been granted. Any
portion of the Licensed Program included in an updated work shall be used only
on Designated Equipment, and shall remain subject to all other terms of this
Agreement LICENSEE agrees, when it reproduces any portion of the Licensed
Program, it will include the HRS Systems, Inc. proprietary rights notice on all
copies, in whole or in part, in any form, including partial copies and
modifications of Licensed Programs.
"This software is the property of HRS Systems, Inc. and has been
supplied by HRS Systems, Inc. to LICENSEE pursuant to a Program
Licensee Agreement for Computer Software. This software is furnished
by HRS Systems, Inc. subject to the following restrictions: IT SHALL
NOT BE REPRODUCED, COPIED OR USED IN WHOLE OR IN PART ON EQUIPMENT
OTHER THAN ON THE DESIGNATED EQUIPMENT WITH WHICH IT WAS FURNISHED
WITHOUT THE EXPRESS WRITTEN PERMISSION OF HRS SYSTEMS. INC."
8
6. PROTECTION OF LICENSED PROGRAM: LICENSEE agrees not to provide or otherwise
make available any Licensed Program, including but not limited to flow charts,
logic diagrams and source codes, in any form, to any person other than
LICENSEE's or LICENSOR's employees without prior consent from LICENSOR, except
during the period any such person is on LICENSEE's premises with LICENSEE's
permission for purposes specific-ally related to
LICENSEE's use of the Licensed Program. LICENSEE agrees that he will take
appropriate action by instruction, agreement, or otherwise with his employees
or other persons permitted access to Licensed Programs to satisfy his
obligations under this Agreement with respect to use, copying modification, and
protection and security of Licensed Programs.
7. PATENT AND COPYRIGHT INDEMNIFICATION: LICENSOR at its own expense will
defend any action brought against LICENSEE to the extent that it is based on a
claim that any Licensed Program used within the scope of the license hereunder
infringes a United States patent or copyright, provided: LICENSEE notifies
LICENSOR promptly in writing of the action (and all prior claims relating to
such action) and LICENSOR has sole control of the defense and all negotiations
for the settlement or compromise. In the event any Licensed Programs become, or
in LICENSOR's opinion are likely to become, the subject of a claim of
infringement of a patent or copyright, LICENSOR may at its option either secure
the LICENSEE's right to continue using the Licensed Programs, replace or modify
them to make them non-infringing, or if neither of the foregoing alternatives
is reasonably available to LICENSOR, discontinue the Licensed program upon one
month's written notice.
If, however, the Licensed Program is not the subject of a claim of patent or
copyright infringement, LICENSEE may notify LICENSOR in writing during the one
mouth after LICENSOR's notice of discontinuance that LICENSEE elects to
continue to be licensed with respect to the Licensed Program until there has
been in injunction or the claim has been withdrawn. and agrees to undertake at
LICENSEE's expense the defense of any action against LICENSEE and to indemnify
LICENSOR with respect to all costs, damages, and attorney's fees attributable
to such continued use after such notice is given to LICENSOR; it being
understood that LICENSOR may participate at its expense in the defense of any
such action if such claim is against LICENSOR. LICENSOR shall have no liability
for any claim of copyright or parent infringement based on use of other than a
current unaltered release of the Licensed Program available from LICENSOR if
such infringement would have been avoided by the use of a current unaltered
release of the Licensed Program available from LICENSOR. THE FOREGOING STATES
THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS
OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF.
8. WARRANTY: LICENSOR warrants and represents to the LICENSEE the following:
8.1 That each Licensed Program will conform to LICENSOR's prevailing
published Program Specifications when delivered to LICENSEE.
8.2 The Licensor is the sole owner of all the right, title and interest
in and to the Licensed Programs.
8.3 That the Licensed Programs do not infringe upon any patent(s)
theretofore issued in the United States or upon any other patent
application pending.
8.4 That no other persons, firm or corporation has any right, title or
interest in and to the Licensed Program and that LICENSEE shall have
the right to use the Licensed Programs as herein provided.
9
8.5 That the LICENSOR has the full Power to grant the rights and
privileges herein granted to the LICENSEE pursuant to the Agreement.
EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO WARRANTIES,
EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM, INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AND THE
STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF
LICENSOR FOR DAMAGES INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES
OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF LICENSED
PROGRAMS.
9. LIMITATION OF LIABILITY-LICENSEE agrees that LICENSOR's Liability
hereunder for damages shall not exceed the charges paid by LICENSEE for the
particular Licensed Program or related materials for any lost profits. or for
any claim or demand against the LICENSEE by any other parry. No action,
regardless of form arising out of the transactions under this Agreement, may be
brought by either parry more than one year after the cause of action has
accrued, except that an action for nonpayment may be brought within one year
after the date of last payment.
10. The provisions of this Agreement shall control over the terms of any
present or future order from LICENSEE. Acceptance by LICENSEE of any Licensed
Program or optional materials, such as source tapes or Listings from LICENSOR
shall be deemed conclusive evidence of LICENSEE's agreement that the License
for such Licensed Program or optional materials is governed by this Agreement.
11. This Agreement represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations of agreements,
either written or oral.
12. If any of the provisions of this Agreement are invalid under any applicable
statute or rule of law, they are, to that extent, deemed omitted.
13. This Agreement shall be governed by the laws of the State of Georgia.
14. This contract may be withdrawn by Seller if not accepted within thirty (30)
days.
TERMS: $3400-00 Net 30 days.
PROGRAMS PROVIDED: DESIGNATED EQUIPMENT:
Name: XXXX 5.4 CPU (Make and Model)
-------- ---------
Fee:* $4250-20%=$3400 (12/07/90-12/07/95) Number of Disk Drives
----------------------------------
Five (5) Year Renewal Fee: $250.00 (12/07/95-12/07/00) --------
--------------------------
LICENSEE:
Company Name:
Oin Sprinkler Officer Name: Odd Xxxx Xxxxxxx
--------------------
Verksgt. 42 Signature: /s/ Odd Xxxx Xxxxxxx
----------------------
4013 Stavanger NORWAY Title: Manager
---------------------------
Date: 22. mars 1991
---------------------------
(Corporate Seal)
10
LICENSOR:
--------
HRS SYSTEMS, INC. Officer Name: Xxx X. Xxxxxxx
----------------------
0000 Xxxxxxxxx Xxxxx, X.X. Signature: /s/ Xxx X. Xxxxxxx
------------------------
Xxxxxxx, Xxxxxxx 00000 Title: President
----------------------------
Date: 4/17/91
----------------------------
(Corporate Seal)
*The provisions of the agreement shall include all updating at no additional
charge other than a $50.00 handling charge for each update.
11
Agreement No. R071L5890
HRS SYSTEMS, INC.
PROGRAM LICENSE AGREEMENT FOR COMPUTER SOFTWARE
HRS SYSTEMS, INC., 0000 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000 (hereinafter
referred to as "LICENSOR") agrees to grant and SIMEX AS (hereinafter referred
to as "LICENSEE") agrees to accept, on the following terms and conditions, and
for the fee designated herein, a non-exclusive license to use each Licensed
Program on Designated Equipment as set forth in this Agreement:
1. DEFINITIONS: The following terms are defined for the purposes of
this Agreement as follows:
1. 1 "Licensed Program" shall be each program enumerated below
incorporated in this Agreement including basic and related materials
pertinent to said program, in machine readable or printed form, and
any updated program or program portion hereinafter famished to
LICENSEE by LICENSOR in connection with a Licensed Program.
1.2 "Designated Equipment" shall be the central processing unit and
any other enumerated equipment located at the business address of the
LICENSEE designated herein.
1.3 "Use" means copying any portion of any Licensed Program from
storage units or media into equipment for processing, or using any
Licensed Program in the course of operation or using any Licensed
Program in printed form in support of the use of any Licensed
Program.
1.4 "Fee": Payment due from LICENSEE to LICENSOR for the Licensed
Program.
2. TERM; TERMINATION: The term of this Agreement and the license granted herein
shall be for a period of five (5) years beginning DECEMBER 7, 1995. This
Agreement and the license may be terminated by LICENSEE at any time by giving
written notice of termination to LICENSOR or by LICENSOR in the event:
(1) LICENSEE fails to make any payment required to be made to
LICENSOR hereunder when the same is due; or
(2) LICENSEE fails to observe, perform or comply with any term or
condition hereunder and such failure is not cured within ten (10)
days after written notice of such failure; or
(3) LICENSEE files a petition in bankruptcy or insolvency, or after
any adjudication that the LICENSEE is bankrupt or insolvent, or after
the filing by the LICENSEE of any petition or answer seeking
reorganization, readjustment or arrangement of the LICENSEE's
business under any federal law relating to bankruptcy of insolvency,
of after the appointment of a receiver for any of the property of the
LICENSEE, or after the making by the LICENSEE of any assignment for
the benefit of creditors, or after the institution of any proceedings
for the liquidation of the LICENSEE's business for the termination of
its corporate charter.
Early termination of LICENSEE's license shall occur when LICENSOR deposits the
notice of termination with the U.S. Mail and is effective whether or not said
notice is delivered to LICENSEE.
12
The LICENSEE shall not be released from any of its pre-existing obligations
under this agreement by any termination of this agreement, and neither party
shall have the right to rescind any acts performed or payments made prior to
the date of termination.
9.[sic] LIMITATION OF LIABILITY: LICENSEE agrees that LICENSOR's liability
hereunder for Any failure or delay-in the exercise of the LICENSOR's right of
termination for any default shall not prejudice the LICENSOR's right of
termination for such or any other default.
Within five (5) days after termination by either LICENSOR or LICENSEE, LICENSEE
shall deliver to LICENSOR a written certification to the effect that the
original and any copies of all or any portions of any Licensed Program affected
by the termination have been destroyed or, if LICENSOR so requests, LICENSEE
shall deliver such original and any copies to LICENSOR.
3. LICENSE: The license granted under this Agreement authorizes LICENSEE, on a
non-exclusive basis, to use any Licensed Program, in any machine readable form,
only on the particular Designated Equipment. A separate License Agreement is
required for use of each Licensed Program on equipment other than Designated
Equipment. If more than one item of equipment is enumerated as Designated
Equipment for a particular Licensed Program, then the license granted hereunder
is limited to the use of the Licensed Program in connection with all items of
Designated Program on less than all of the Designated Equipment.
4. SUB-LICENSES: This Agreement is non-transferable.
5. COPIES: Two copies of Licensed Program may be made by the Licensee for
back-up use.
Any Licensed Program provided in machine readable form, pursuant to this
Agreement, may be copied by LICENSEE, in whole or in part, in printed or
machine readable form, for LICENSEE's use only, provided, however, that no more
than two printed copies and two machine readable copies will be in existence
under a license with respect to any Licensed Program at any time without prior
written consent from LICENSOR, other than copies resident in Designated
Equipment itself. All copies of the Licensed Program provided hereby and
intended solely for the use of LICENSEE.
The original and any copies of Licensed Programs, in whole or in part, which
are made by LICENSEE, are agreed by the LICENSEE to be proprietary information
and trade secrets of HRS Systems, Inc. whose title and full ownership rights
remain with the LICENSOR. LICENSEE may modify any Licensed Program in machine
readable forms for its own use and merge it into other program material to form
an updated work, provided that, upon termination of the license for such
Licensed Program, the Licensed Program will be completely removed from the
updated work and treated as if permission to modify had never been granted. Any
portion of the Licensed Program included in an updated work shall be used only
on Designated Equipment, and shall remain subject to all other terms of this
Agreement. LICENSEE agrees, when it reproduces any portion of the Licensed
Program, it will include HRS Systems, Inc. proprietary rights notice on all
copies, in whole or in part, in any form, including partial copies and
modifications of Licensed Programs.
"This software is the property of HRS Systems, Inc. and has been
supplied by HRS Systems, Inc. to LICENSEE pursuant to a Program
Licensee Agreement for Computer Software. This software is furnished
by HRS Systems, Inc. subject to the following restrictions: IT SHALL
NOT BE REPRODUCED, COPIED OR USED IN WHOLE OR IN PART ON EQUIPMENT
OTHER THAN ON THE DESIGNATED EQUIPMENT WITH WHICH IT WAS FURNISHED
WITHOUT THE EXPRESS WRITTEN PERMISSION OF HRS SYSTEMS, INC."
13
6. PROTECTION OF LICENSED PROGRAM: LICENSEE agrees not to provide or otherwise
make available any Licensed Program, including but not limited to flow charts,
logic diagrams and source codes, in any form, to any person other than
LICENSEE's or LICENSOR's employees without prior consent from LICENSOR, except
during the period any such person is on LICENSEE's premises with LICENSEE's
permission for purposes specifically related to LICENSEE'S use of the Licensed
Program. LICENSEE agrees that he will take appropriate action by instruction,
agreement, or otherwise with his employees or other persons permitted access to
Licensed Programs to satisfy his obligations under this Agreement with respect
to use, copying modification, and protection and security of Licensed Programs.
7. PATENT AND COPYRIGHT INDEMNIFICATION: LICENSOR at its own expense will
defend any action brought against LICENSEE to the extent that it is based on a
claim that any Licensed Program used within the scope of the license hereunder
infringes a United States patent or copyright, provided: LICENSEE notifies
LICENSOR promptly in writing of the action (and all prior claims relating to
such action) and LICENSOR has sole control of the defense and all negotiations
for the settlement or compromise. In the event any Licensed Programs become, or
in LICENSOR's opinion are likely to become, the subject of a claim of
infringement of a patent or copyright, LICENSOR may at its option either secure
the LICENSEE's right to continue using the Licensed Programs, replace or modify
them to make them non-infringing, or if neither of the foregoing alternatives
is reasonably available to LICENSOR, discontinue the Licensed Program upon one
month's notice.
If, however, the Licensed Program is not the subject of a claim of patent or
copyright infringement, LICENSEE may notify LICENSOR in writing during the one
month after LICENSOR's notice of discontinuance that LICENSEE elects to
continue to be licensed with respect to the Licensed Program until there has
been an injunction or the claim has been withdrawn, and agrees to undertake at
LICENSEE's expense the defense of any action against LICENSEE and to indemnify
LICENSOR with respect to all costs, damages, and attorney's fees attributable
to such continued use after such notice is given to LICENSOR; it being
understood that LICENSOR may participate at its expense in the defense of any
such action if such claim is against LICENSOR. LICENSOR shall have no liability
for any claim of copyright of patent infringement based on use of other than a
current unaltered release of the Licensed Program available from LICENSOR if
such infringement would have been avoided by the use of a current unaltered
release of the Licensed Program available from LICENSOR. THE FOREGOING STATES
THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS
OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF.
8. WARRANTY: LICENSOR warrants and represents to the LICENSEE the following:
8.1 That each Licensed Program will conform to LICENSOR's prevailing
published Program Specifications when delivered to LICENSEE.
8.2 The LICENSOR is the sole owner of all right, title and interest
in and to the Licensed Programs.
8.3 That the Licensed Programs do not infringe upon any patent(s)
theretofore issued in the United States or upon any other patent
application pending.
8.4 That no other persons, firm or corporation has any right, title
or interest in and to the Licensed Program and that LICENSEE shall
have the right to use the Licensed Programs as herein provided.
8.5 That the LICENSOR has the full power to grant the rights and
privileges herein granted to the Licensee pursuant to the Agreement.
14
EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO
WARRANTIES, EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM,
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL
LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES INCLUDING, BUT NOT
LIMITED TO CONSEQUENTIAL DAMAGES OCCURRING OUT OF OR IN CONNECTION
WITH THE USE OR PERFORMANCE OF LICENSED PROGRAMS.
9. LIMITATION OF LIABILITY: LICENSEE agrees that LICENSOR's liability hereunder
for damages shall not exceed the charges paid by LICENSEE for the particular
Licensed Program or related materials for any lost profits, or for any claim or
demand against the LICENSEE by any other party, No action, regardless of form
arising out of the transactions under this Agreement, may be brought by either
party more than one year after the cause of action has accrued, except that an
action for nonpayment may be brought within one year after the date of last
payment.
10. The provisions of this Agreement shall control over the terms of any
present or future order from LICENSEE. Acceptance by LICENSEE of any Licensed
Program or optional materials, such as source tapes or listings from LICENSOR
shall be deemed conclusive evidence of LICENSEE's agreement that the license
for such Licensed Program or optional materials is governed by this Agreement.
11. This Agreement represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations of agreements,
either written or oral.
12. If any of the provisions of this Agreement are invalid under any applicable
statute or rule of law, they are, to that extent, deemed omitted.
13. This Agreement shall be governed by the laws of the State of Georgia.
14. This contract may be withdrawn by Seller if not accepted within thirty (30)
days.
TERMS: NET 30 DAYS
PROGRAMS PROVIDED: DESIGNATED EQUIPMENT:
Name: XXXX HOUSE(R) WINDOWS VERSION CPU (Make and Model)
----------------------------- ------------------------
Fee: $350.00 (December 7, 1995 - December 6, 2000) Number of Disk Drives
----------------------
Next payment: $350.00 (December 7, 2000 - December 6, 2005)
LICENSEE:
Company Name:
SIMEX AS Officer Name: Odd Xxxx Xxxxxxx
-----------------------------
P. Box 42 Signature: /s/ Odd Xxxx Xxxxxxx
-------------------------------
N-4011 FORUS NORWAY Title:
-------------------------------------
Date: 29.03.99
(Corporate Seal)
15
LICENSOR:
--------
HRS SYSTEMS, INC. Officer Name: Xxx X. Xxxxxxx
-----------------
0000 XxXxxxx Xxxx Signature: /s/ Xxx X. Xxxxxxx
--------------------
Xxxxxx, Xxxxxxx 00000 Title: President
-------------------------
Date: 5/7/99
-------------------------
(Corporate Seal)
*The provisions of this agreement include updating in METRIC units at no
additional charge.
16
Agreement No.007L589
HRS SYSTEMS, INC.
PROGRAM LICENSE AGREEMENT FOR COMPUTER SOFTWARE
HIRS SYSTEMS, INC., 0000 Xxxxxxxxx Xxxxx, X.X., Xxxxxxx, Xxxxxxx 00000
(hereinafter referred to as "LICENSOR") agrees to grant and Oin Sprinkler
(hereinafter referred to as LICENSEE") agrees to accept, on the following terms
and conditions, and for the fee designated herein, a non-exclusive license to
use each Licensed Program on Designated Equipment as set forth in this
Agreement.
1. DEFINITIONS: The following terms are defined for the purposes of this
Agreement as follows:
1.1 "Licensed Program" shall be each program enumerated below
incorporated in this Agreement including basic and related materials
pertinent to said program, in machine readable or printed form, and any
updated program or program portion hereinafter furnished to LICENSEE by
LICENSOR in connection with a Licensed Program.
1.2 "Designated Equipment" shall be the central processing unit and any
other enumerated equipment located at the business address of the
LICENSEE designated herein.
1.3 "Use" means copying any portion of any Licensed Program from storage
units or media into equipment for processing, or using any Licensed
Program in the course of operation or using any Licensed Program in
printed form in support of the use of any Licensed Program.
1.4 "Fee": Payment due from LICENSEE to LICENSOR for the Licensed
Program.
2. TERM; TERMINATION: The term of this Agreement and the license granted herein
shall be for a period of five (5) years beginning December 7, 1990 . This
Agreement and the license may be terminated by LICENSEE at any time by giving
written notice of termination to LICENSOR or by LICENSOR in the event
(1) LICENSEE fails to make any payment required to be made to LICENSOR
hereunder when the same is due; or
(2) LICENSEE fails to observe, perform or comply with any term or
condition hereunder and such failure is not cured within ten (10) days
after written notice of such failure; or
(3) LICENSEE files a petition in bankruptcy or insolvency, or after any
adjudication that the LICENSEE is bankrupt or insolvent, or after the
filing by the LICENSEE of any petition or answer seeking reorganization,
readjustment or arrangement of the LICENSEE's business under any federal
or state law relating to bankruptcy of insolvency, or after the
appointment of a receiver for any of the property of the LICENSEE, or
after the making by the LICENSEE of any assignment for the benefit of
creditors, or after the institution of any proceedings for the
liquidation of the LICENSEE's business or for the termination of its
corporate charter.
Termination of LICENSEE's license shall occur when LICENSOR deposits the notice
of termination with the U. S. Mail and is effective whether or not said notice
is delivered to LICENSEE.
17
The LICENSEE shall not be released from any of its pre-existing obligations
under this agreement by any termination of this agreement, and neither party
shall have the right to rescind any acts performed or payments made prior to
the date of termination.
Any failure or delay in the exercise of the LICENSOR's right of termination for
any default shall not prejudice the LICENSOR's right of termination for such or
any other default.
Within five (5) days after termination by either LICENSOR or LICENSEE, LICENSEE
shall deliver to LICENSOR a written certification to the effect that the
original and any copies of all or any portions of any Licensed Program affected
by the termination have been destroyed or, if LICENSOR so requests, LICENSEE
shall deliver such original and any copies to LICENSOR.
3. LICENSE: The license granted under this Agreement authorizes LICENSEE, on a
non-exclusive basis, to use any Licensed Program, in any machine readable form,
only on the particular Designated Equipment. A separate License Agreement is
required for use of each Licensed Program on equipment other than Designated
Equipment. If more than one item of equipment is enumerated as Designated
Equipment for a particular Licensed Program, then the license granted hereunder
is limited to the use of that Licensed Program in connection with all items of
Designated Program on less than all of the Designated Equipment.
4. SUB-LICENSES: This Agreement is non- transferable.
5. COPIES: Two copies of Licensed Program may be made by the Licensee for
back-up use.
Any Licensed Program provided in machine readable form, pursuant to this
Agreement, may be copied by LICENSEE, in whole or in part, in printed or
machine readable form, for LICENSEE's use only, provided, however, that no more
than two printed copies and two machine readable copies will be in existence
under a license with respect to any Licensed Program at any time without prior
written consent from LICENSOR, other than copies resident in Designated
Equipment itself. All copies of the Licensed Program provided hereby and
intended solely for the use of LICENSEE.
The original and any copies of Licensed Programs, in whole or in part, which
are made by LICENSEE, are agreed by the LICENSEE to be proprietary information
and trade secrets of HRS Systems, Inc. whose title and full ownership rights
remain with the LICENSOR. LICENSEE may modify any Licensed Program in machine
readable forms for its own use and merge it into other program material to form
an updated work, provided that, upon termination of the license for such
Licensed Program, the Licensed Program will be completely removed from the
updated work and treated as if permission to modify had never been granted. Any
portion of the Licensed Program included in an updated work shall be used only
on Designated Equipment, and shall remain subject to all other terms of this
Agreement. LICENSEE agrees, when it reproduces any portion of the Licensed
Program, it will include the HRS Systems, Inc. proprietary rights notice on all
copies, in whole or in part, in any form, including partial copies and
modifications of Licensed Programs.
This software is the property of HRS Systems, Inc. and has been
supplied by HRS Systems, Inc. to LICENSEE pursuant to a Program
Licensee Agreement for Computer Software. This software is furnished
by HRS Systems, Inc. subject to the following restrictions: IT SHALL
NOT BE REPRODUCED, COPIED OR USED IN WHOLE OR IN PART ON EQUIPMENT
OTHER THAN ON THE DESIGNATED EQUIPMENT WITH WHICH IT WAS FURNISHED
WITHOUT THE EXPRESS WRITTEN PERMISSION OF HRS SYSTEMS. INC."
18
6. PROTECTION OF LICENSED PROGRAM:- LICENSEE agrees not to provide or otherwise
make available any Licensed Program, including but not limited to flow charts,
logic diagrams and source codes, in any form, to any person other than
LICENSEE's or LICENSOR's employees without prior consent from LICENSOR, except
during the period any such person is on LICENSEE's premises with LICENSEE's
permission for purposes specifically related to
LICENSEE's use of the Licensed Program. LICENSEE agrees that he will take
appropriate action by instruction, agreement, or otherwise with his employees
or other persons permitted access to Licensed Programs to satisfy his
obligations under this Agreement with respect to use, copying modification, and
protection and security of Licensed Program .
7. PATENT AND COPYRIGHT INDEMNIFICATION: LICENSOR at its own expense will
defend any action brought against LICENSEE to the extent that it is based on a
claim that any Licensed Program used within the scope of the license hereunder
infringes a United States patent or copyright, provided: LICENSEE notifies
LICENSOR promptly in writing of the action (and all prior claims relating to
such action) and LICENSOR has sole control of the defense and all negotiations
for the settlement or compromise. In the event any Licensed Programs become, or
in LICENSOR's opinion are likely to become, the subject of a claim of
infringement of a patent or copyright, LICENSOR may at its option either secure
the LICENSEE's right to continue using the Licensed Programs, replace or modify
them to make them non-infringing, or if neither of the foregoing alternatives
is reasonably available to LICENSOR, discontinue the Licensed program upon one
month's written notice.
If, however, the Licensed Program is not the subject of a claim of patent or
copyright infringement, LICENSEE may notify LICENSOR in writing during the one
month after LICENSOR's notice of discontinuance that LICENSEE elects to
continue to be licensed with respect to the Licensed Program until there has
been an injunction or the claim has been withdrawn, and agrees to undertake at
LICENSEE's expense the defense' of any action against LICENSEE and to indemnify
LICENSOR with respect to all costs, damages, and attorney's fees attributable
to such continued use after such notice is given to LICENSOR; it being
understood that LICENSOR may participate at its expense in the defense of any
such action if such claim is against LICENSOR. LICENSOR shall have no Liability
for any claim of copyright or patent infringement based on use of other than a
current unaltered release of the Licensed Program available from LICENSOR if
such infringement would have been avoided by the use of a current unaltered
release of the Licensed Program available from LICENSOR. THE FOREGOING STATES
THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS
OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF
8. WARRANTY: LICENSOR warrants and represents to the LICENSEE the following:
8.1 That each Licensed Program will conform to LICENSOR's prevailing
published Program Specifications when delivered to LICENSEE.
8.2 The LICENSOR is the sole owner of all the right, title and
interest in and to the Licensed Programs.
8.3 That the Licensed Programs do not infringe upon any patent(s)
theretofore issued in the United States or upon any other patent
application pending.
8.4 That no other persons, firm or corporation has any right, title
or interest in and to the Licensed Program and that LICENSEE
shall have the right to use the Licensed Programs as herein
provided.
19
8.5 That the LICENSOR has the full power to grant the rights and
privileges herein granted to the LICENSEE pursuant to the
Agreement.
EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO WARRANTIES,
EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM, INCLUDING ALL IMPLIED
WARRANTIES OF AND FITNESS FOR A PARTICULAR PURPOSE, AND THE STATED EXPRESS
WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES
INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES OCCURRING OUT OF OR IN
CONNECTION WITH THE USE OR PERFORMANCE OF LICENSED PROGRAMS.
9. LIMITATION OF LIABILITY.- LICENSEE agrees that LICENSOR's liability
hereunder for damages shall not exceed the charges paid by LICENSEE for the
particular Licensed Program or related materials for any lost profits, or for
any claim or demand against the LICENSEE by any other party. No action,
regardless of form arising out of the transactions under this Agreement, may be
brought by either party more than one year after the cause of action has
accrued, except that an action for nonpayment may be brought within one year
after the date of last payment.
10. The provisions of this Agreement shall control over the terms of any
present or future order from LICENSEE. Acceptance by LICENSEE of any Licensed
Program or optional materials, such as source tapes or listings from LICENSOR
shall be deemed conclusive evidence of LICENSEE's agreement that the license
for such Licensed Program or optional materials is governed by this Agreement.
11. This Agreement represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations of agreements,
either written or oral.
12. If any of the provisions of this Agreement are invalid under any applicable
statute or rule of law, they are, to that extent, deemed omitted.
13. This Agreement shall be governed by the laws of the State of Georgia.
14. This contract may be withdrawn by Seller if not accepted within thirty (30)
days.
TERMS: $1500.00 Net 30 days.
PROGRAMS PROVIDED: DESIGNATED EQUIPMENT:
Name: HASSCAD 1.0 CPU (Make and Model)
--------------------------------------------------------------- -----------------
Fee:* $1500.00 (12/07/90-12/07/95) Number of Disk Drives
--------------------------------------------------------------- ----------------
Five (5) Year Renewal Fee: $150.00 (12/07/95-12/07/00)
------------------------------------------
LICENSEE:
Company Name:Oin Sprinkler Officer Name :Odd Xxxx Xxxxxxx
------------------------------------------------ --------------------------------
Address: Verksgt. 42 Signature:
------------------------------------------------ -----------------------------------
4013 Stavanger NORWAY Title: Manager
------------------------------------------------ -----------------------------------
Date: 22 mars 1991
-----------------------------------
(Corporate Seal)
20
LICENSOR:
--------
HRS SYSTEMS, INC. Officer Name: Xxx X. Xxxxxxx
--------------------------
0000 Xxxxxxxxx Xxxxx, X.X Signature:
--------------------------
Xxxxxxx, Xxxxxxx 00000 Title: President
--------------------------
Date: 4/17/91
--------------------------
(Corporate Seal)
*The provisions of the agreement shall include all updating at no additional
charge other than a $50.00 handling charge for each update.
21
Agreement No.X000X0000
HRS SYSTEMS, INC.
PROGRAM LICENSE AGREEMENT FOR COMPUTER SOFTWARE
HIRS SYSTEMS, INC., 0000 Xxxxxxxxx Xxxxx, X.X., Xxxxxxx, Xxxxxxx 00000
(hereinafter referred to as "LICENSOR") agrees to grant and Oin Sprinkler
(hereinafter referred to as LICENSEE") agrees to accept, on the following terms
and conditions, and for the fee designated herein, a non-exclusive license to
use each Licensed Program on Designated Equipment as set forth in this
Agreement.
1. DEFINITIONS: The following terms are defined for the purposes of this
Agreement as follows:
1.1 "Licensed Program" shall be each program enumerated below
incorporated in this Agreement including basic and related materials
pertinent to said program, in machine readable or printed form, and any
updated program or program portion hereinafter furnished to LICENSEE by
LICENSOR in connection with a Licensed Program.
1.2 "Designated Equipment" shall be the central processing unit and any
other enumerated equipment located at the business address of the
LICENSEE designated herein.
1.3 "Use" means copying any portion of any Licensed Program from storage
units or media into equipment for processing, or using any Licensed
Program in the course of operation or using any Licensed Program in
printed form in support of the use of any Licensed Program.
1.4 "Fee": Payment due from LICENSEE to LICENSOR for the Licensed
Program.
2. TERM; TERMINATION: The term of this Agreement and the license granted herein
shall be for a period of five (5) years beginning December 7, 1990 . This
Agreement and the license may be terminated by LICENSEE at any time by giving
written notice of termination to LICENSOR or by LICENSOR in the event
(1) LICENSEE fails to make any payment required to be made to LICENSOR
hereunder when the same is due; or
(2) LICENSEE fails to observe, perform or comply with any term or
condition hereunder and such failure is not cured within ten (10) days
after written notice of such failure; or
(3) LICENSEE files a petition in bankruptcy or insolvency, or after any
adjudication that the LICENSEE is bankrupt or insolvent, or after the
filing by the LICENSEE of any petition or answer seeking reorganization,
readjustment or arrangement of the LICENSEE's business under any federal
or state law relating to bankruptcy of insolvency, or after the
appointment of a receiver for any of the property of the LICENSEE, or
after the making by the LICENSEE of any assignment for the benefit of
creditors, or after the institution of any proceedings for the
liquidation of the LICENSEE's business or for the termination of its
corporate charter.
Termination of LICENSEE's license shall occur when LICENSOR deposits the notice
of termination with the U. S. Mail and is effective whether or not said notice
is delivered to LICENSEE.
22
The LICENSEE shall not be released from any of its pre-existing obligations
under this agreement by any termination of this agreement, and neither party
shall have the right to rescind any acts performed or payments made prior to
the date of termination.
Any failure or delay in the exercise of the LICENSOR's right of termination for
any default shall not prejudice the LICENSOR's right of termination for such or
any other default.
Within five (5) days after termination by either LICENSOR or LICENSEE, LICENSEE
shall deliver to LICENSOR a written certification to the effect that the
original and any copies of all or any portions of any Licensed Program affected
by the termination have been destroyed or, if LICENSOR so requests, LICENSEE
shall deliver such original and any copies to LICENSOR.
3. LICENSE: The license granted under this Agreement authorizes LICENSEE, on a
non-exclusive basis, to use any Licensed Program, in any machine readable form,
only on the particular Designated Equipment. A separate License Agreement is
required for use of each Licensed Program on equipment other than Designated
Equipment. If more than one item of equipment is enumerated as Designated
Equipment for a particular Licensed Program, then the license granted hereunder
is limited to the use of that Licensed Program in connection with all items of
Designated Program on less than all of the Designated Equipment.
4. SUB-LICENSES: This Agreement is non- transferable.
5. COPIES: Two copies of Licensed Program may be made by the Licensee for
back-up use.
Any Licensed Program provided in machine readable form, pursuant to this
Agreement, may be copied by LICENSEE, in whole or in part, in printed or
machine readable form, for LICENSEE's use only, provided, however, that no more
than two printed copies and two machine readable copies will be in existence
under a license with respect to any Licensed Program at any time without prior
written consent from LICENSOR, other than copies resident in Designated
Equipment itself. All copies of the Licensed Program provided hereby and
intended solely for the use of LICENSEE.
The original and any copies of Licensed Programs, in whole or in part, which
are made by LICENSEE, are agreed by the LICENSEE to be proprietary information
and trade secrets of HRS Systems, Inc. whose title and full ownership rights
remain with the LICENSOR. LICENSEE may modify any Licensed Program in machine
readable forms for its own use and merge it into other program material to form
an updated work, provided that, upon termination of the license for such
Licensed Program, the Licensed Program will be completely removed from the
updated work and treated as if permission to modify had never been granted. Any
portion of the Licensed Program included in an updated work shall be used only
on Designated Equipment, and shall remain subject to all other terms of this
Agreement. LICENSEE agrees, when it reproduces any portion of the Licensed
Program, it will include the HRS Systems, Inc. proprietary rights notice on all
copies, in whole or in part, in any form, including partial copies and
modifications of Licensed Programs.
This software is the property of HRS Systems, Inc. and has been
supplied by HRS Systems, Inc. to LICENSEE pursuant to a Program
Licensee Agreement for Computer Software. This software is furnished
by HRS Systems, Inc. subject to the following restrictions: IT SHALL
NOT BE REPRODUCED, COPIED OR USED IN WHOLE OR IN PART ON EQUIPMENT
OTHER THAN ON THE DESIGNATED EQUIPMENT WITH WHICH IT WAS FURNISHED
WITHOUT THE EXPRESS WRITTEN PERMISSION OF HRS SYSTEMS. INC."
23
6. PROTECTION OF LICENSED PROGRAM:- LICENSEE agrees not to provide or otherwise
make available any Licensed Program, including but not limited to flow charts,
logic diagrams and source codes, in any form, to any person other than
LICENSEE's or LICENSOR's employees without prior consent from LICENSOR, except
during the period any such person is on LICENSEE's premises with LICENSEE's
permission for purposes specifically related to
LICENSEE's use of the Licensed Program. LICENSEE agrees that he will take
appropriate action by instruction, agreement, or otherwise with his employees
or other persons permitted access to Licensed Programs to satisfy his
obligations under this Agreement with respect to use, copying modification, and
protection and security of Licensed Program.
7. PATENT AND COPYRIGHT INDEMNIFICATION: LICENSOR at its own expense will
defend any action brought against LICENSEE to the extent that it is based on a
claim that any Licensed Program used within the scope of the license hereunder
infringes a United States patent or copyright, provided: LICENSEE notifies
LICENSOR promptly in writing of the action (and all prior claims relating to
such action) and LICENSOR has sole control of the defense and all negotiations
for the settlement or compromise. In the event any Licensed Programs become, or
in LICENSOR's opinion are likely to become, the subject of a claim of
infringement of a patent or copyright, LICENSOR may at its option either secure
the LICENSEE's right to continue using the Licensed Programs, replace or modify
them to make them non-infringing, or if neither of the foregoing alternatives
is reasonably available to LICENSOR, discontinue the Licensed program upon one
month's written notice.
If, however, the Licensed Program is not the subject of a claim of patent or
copyright infringement, LICENSEE may notify LICENSOR in writing during the one
month after LICENSOR's notice of discontinuance that LICENSEE elects to
continue to be licensed with respect to the Licensed Program until there has
been an injunction or the claim has been withdrawn, and agrees to undertake at
LICENSEE's expense the defense of any action against LICENSEE and to indemnify
LICENSOR with respect to all costs, damages, and attorney's fees attributable
to such continued use after such notice is given to LICENSOR; it being
understood that LICENSOR may participate at its expense in the defense of any
such action if such claim is against LICENSOR. LICENSOR shall have no Liability
for any claim of copyright or patent infringement based on use of other than a
current unaltered release of the Licensed Program available from LICENSOR if
such infringement would have been avoided by the use of a current unaltered
release of the Licensed Program available from LICENSOR. THE FOREGOING STATES
THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS
OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF
8. WARRANTY: LICENSOR warrants and represents to the LICENSEE the following:
8.1 That each Licensed Program will conform to LICENSOR's prevailing
published Program Specifications when delivered to LICENSEE.
8.2 The LICENSOR is the sole owner of all the right, title and
interest in and to the Licensed Programs.
8.3 That the Licensed Programs do not infringe upon any patent(s)
theretofore issued in the United States or upon any other patent
application pending.
8.4 That no other persons, firm or corporation has any right, title
or interest in and to the Licensed Program and that LICENSEE
shall have the right to use the Licensed Programs as herein
provided.
24
8.5 That the LICENSOR has the full power to grant the rights and
privileges herein granted to the LICENSEE pursuant to the
Agreement.
EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO WARRANTIES,
EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM, INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE
STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF
LICENSOR FOR DAMAGES INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES
OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF LICENSED
PROGRAMS.
9. LIMITATION OF LIABILITY.- LICENSEE agrees that LICENSOR's liability
hereunder for damages shall not exceed the charges paid by LICENSEE for the
particular Licensed Program or related materials for any lost profits, or for
any claim or demand against the LICENSEE by any other party. No action,
regardless of form arising out of the transactions under this Agreement, may be
brought by either party more than one year after the cause of action has
accrued, except that an action for nonpayment may be brought within one year
after the date of last payment.
10. The provisions of this Agreement shall control over the terms of any
present or future order from LICENSEE. Acceptance by LICENSEE of any Licensed
Program or optional materials, such as source tapes or listings from LICENSOR
shall be deemed conclusive evidence of LICENSEE's agreement that the license
for such Licensed Program or optional materials is governed by this Agreement.
11. This Agreement represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations of agreements,
either written or oral.
12. If any of the provisions of this Agreement are invalid under any applicable
statute or rule of law, they are, to that extent, deemed omitted.
13. This Agreement shall be governed by the laws of the State of Georgia.
14. This contract may be withdrawn by Seller if not accepted within thirty (30)
days.
TERMS: $1750.00 Net 30 days.
PROGRAMS PROVIDED: DESIGNATED EQUIPMENT:
Name: XXXX-ESTIMATOR 2.0 CPU (Make and Model)
------------------- -------------------------
Fee:* $2750.00-1000.00= $1750.00 (12/07/90-12/07/95) Number of Disk Drives
--------------------------------------------- -----------------------
Five (5) Year Renewal Fee: $100.00 (12/07/95-12/07/00)
LICENSEE:
Company Name:Oin Sprinkler Officer Name: Odd Xxxx Xxxxxxx
------------------------------------------------ ----------------------------------
Address: Verksgt. 42 Signature:
------------------------------------------------ ----------------------------------
4013 Stavanger NORWAY Title: Manager
------------------------------------------------ ----------------------------------
Date: 22 mars 1991
----------------------------------
(Corporate Seal)
25
LICENSOR:
--------
HRS SYSTEMS, INC. Officer Name: Xxx X. Xxxxxxx
------------------------------
0000 Xxxxxxxxx Xxxxx, X.X Signature:
------------------------------
Xxxxxxx, Xxxxxxx 00000 Title: President
------------------------------
Date: 4/17/91
(Corporate Seal)
*The provisions of the agreement shall include all updating at no additional
charge other than a $50.00 handling charge for each update.
26
Agreement No. R071L5890
HRS SYSTEMS, INC.
PROGRAM LICENSE AGREEMENT FOR COMPUTER SOFTWARE
HIRS SYSTEMS, INC., 0000 Xxxxxxxxx Xxxxx, X.X., Xxxxxxx, Xxxxxxx 00000
(hereinafter referred to as "LICENSOR") agrees to grant and Oin Sprinkler
(hereinafter referred to as LICENSEE") agrees to accept, on the following terms
and conditions, and for the fee designated herein, a non-exclusive license to
use each Licensed Program on Designated Equipment as set forth in this
Agreement.
1. DEFINITIONS: The following terms are defined for the purposes of this
Agreement as follows:
1.1 "Licensed Program" shall be each program enumerated below
incorporated in this Agreement including basic and related materials
pertinent to said program, in machine readable or printed form, and any
updated program or program portion hereinafter furnished to LICENSEE by
LICENSOR in connection with a Licensed Program.
1.2 "Designated Equipment" shall be the central processing unit and any
other enumerated equipment located at the business address of the
LICENSEE designated herein.
1.3 "Use" means copying any portion of any Licensed Program from storage
units or media into equipment for processing, or using any Licensed
Program in the course of operation or using any Licensed Program in
printed form in support of the use of any Licensed Program.
1.4 "Fee": Payment due from LICENSEE to LICENSOR for the Licensed
Program.
2. TERM; TERMINATION: The term of this Agreement and the license granted herein
shall be for a period of five (5) years beginning December 7, 1990 . This
Agreement and the license may be terminated by LICENSEE at any time by giving
written notice of termination to LICENSOR or by LICENSOR in the event
(1) LICENSEE fails to make any payment required to be made to LICENSOR
hereunder when the same is due; or
(2) LICENSEE fails to observe, perform or comply with any term or
condition hereunder and such failure is not cured within ten (10) days
after written notice of such failure; or
(3) LICENSEE files a petition in bankruptcy or insolvency, or after any
adjudication that the LICENSEE is bankrupt or insolvent, or after the
filing by the LICENSEE of any petition or answer seeking reorganization,
readjustment or arrangement of the LICENSEE's business under any federal
or state law relating to bankruptcy of insolvency, or after the
appointment of a receiver for any of the property of the LICENSEE, or
after the making by the LICENSEE of any assignment for the benefit of
creditors, or after the institution of any proceedings for the
liquidation of the LICENSEE's business or for the termination of its
corporate charter.
Termination of LICENSEE's license shall occur when LICENSOR deposits the notice
of termination with the U.S. Mail and is effective whether or not said notice
is delivered to LICENSEE.
27
The LICENSEE shall not be released from any of its pre-existing obligations
under this agreement by any termination of this agreement, and neither party
shall have the right to rescind any acts performed or payments made prior to
the date of termination.
Any failure or delay in the exercise of the LICENSOR's right of termination for
any default shall not prejudice the LICENSOR's right of termination for such or
any other default.
Within five (5) days after termination by either LICENSOR or LICENSEE, LICENSEE
shall deliver to LICENSOR a written certification to the effect that the
original and any copies of all or any portions of any Licensed Program affected
by the termination have been destroyed or, if LICENSOR so requests, LICENSEE
shall deliver such original and any copies to LICENSOR.
3. LICENSE: The license granted under this Agreement authorizes LICENSEE, on a
non-exclusive basis, to use any Licensed Program, in any machine readable form,
only on the particular Designated Equipment. A separate License Agreement is
required for use of each Licensed Program on equipment other than Designated
Equipment. If more than one item of equipment is enumerated as Designated
Equipment for a particular Licensed Program, then the license granted hereunder
is limited to the use of that Licensed Program in connection with all items of
Designated Program on less than all of the Designated Equipment.
4. SUB-LICENSES: This Agreement is non-transferable.
5. COPIES: Two copies of Licensed Program may be made by the Licensee for
back-up use.
Any Licensed Program provided in machine readable form, pursuant to this
Agreement, may be copied by LICENSEE, in whole or in part, in printed or
machine readable form, for LICENSEE's use only, provided, however, that no more
than two printed copies and two machine readable copies will be in existence
under a license with respect to any Licensed Program at any time without prior
written consent from LICENSOR, other than copies resident in Designated
Equipment itself. All copies of the Licensed Program provided hereby and
intended solely for the use of LICENSEE.
The original and any copies of Licensed Programs, in whole or in part, which
are made by LICENSEE, are agreed by the LICENSEE to be proprietary information
and trade secrets of HRS Systems, Inc. whose title and full ownership rights
remain with the LICENSOR. LICENSEE may modify any Licensed Program in machine
readable forms for its own use and merge it into other program material to form
an updated work, provided that, upon termination of the license for such
Licensed Program, the Licensed Program will be completely removed from the
updated work and treated as if permission to modify had never been granted. Any
portion of the Licensed Program included in an updated work shall be used only
on Designated Equipment, and shall remain subject to all other terms of this
Agreement. LICENSEE agrees, when it reproduces any portion of the Licensed
Program, it will include the HRS Systems, Inc. proprietary rights notice on all
copies, in whole or in part, in any form, including partial copies and
modifications of Licensed Programs.
This software is the property of HRS Systems, Inc. and has been
supplied by HRS Systems, Inc. to LICENSEE pursuant to a Program
Licensee Agreement for Computer Software. This software is furnished
by HRS Systems, Inc. subject to the following restrictions: IT SHALL
NOT BE REPRODUCED, COPIED OR USED IN WHOLE OR IN PART ON EQUIPMENT
OTHER THAN ON THE DESIGNATED EQUIPMENT WITH WHICH IT WAS FURNISHED
WITHOUT THE EXPRESS WRITTEN PERMISSION OF HRS SYSTEMS. INC."
28
6. PROTECTION OF LICENSED PROGRAM:- LICENSEE agrees not to provide or otherwise
make available any Licensed Program, including but not limited to flow charts,
logic diagrams and source codes, in any form, to any person other than
LICENSEE's or LICENSOR's employees without prior consent from LICENSOR, except
during the period any such person is on LICENSEE's premises with LICENSEE's
permission for purposes specifically related to
LICENSEE's use of the Licensed Program. LICENSEE agrees that he will take
appropriate action by instruction, agreement, or otherwise with his employees
or other persons permitted access to Licensed Programs to satisfy his
obligations under this Agreement with respect to use, copying modification, and
protection and security of Licensed Program .
7. PATENT AND COPYRIGHT INDEMNIFICATION: LICENSOR at its own expense will
defend any action brought against LICENSEE to the extent that it is based on a
claim that any Licensed Program used within the scope of the license hereunder
infringes a United States patent or copyright, provided: LICENSEE notifies
LICENSOR promptly in writing of the action (and all prior claims relating to
such action) and LICENSOR has sole control of the defense and all negotiations
for the settlement or compromise. In the event any Licensed Programs become, or
in LICENSOR's opinion are likely to become, the subject of a claim of
infringement of a patent or copyright, LICENSOR may at its option either secure
the LICENSEE's right to continue using the Licensed Programs, replace or modify
them to make them non-infringing, or if neither of the foregoing alternatives
is reasonably available to LICENSOR, discontinue the Licensed program upon one
month's written notice.
If, however, the Licensed Program is not the subject of a claim of patent or
copyright infringement, LICENSEE may notify LICENSOR in writing during the one
month after LICENSOR's notice of discontinuance that LICENSEE elects to
continue to be licensed with respect to the Licensed Program until there has
been an injunction or the claim has been withdrawn, and agrees to undertake at
LICENSEE's expense the defense' of any action against LICENSEE and to indemnify
LICENSOR with respect to all costs, damages, and attorney's fees attributable
to such continued use after such notice is given to LICENSOR; it being
understood that LICENSOR may participate at its expense in the defense of any
such action if such claim is against LICENSOR. LICENSOR shall have no Liability
for any claim of copyright or patent infringement based on use of other than a
current unaltered release of the Licensed Program available from LICENSOR if
such infringement would have been avoided by the use of a current unaltered
release of the Licensed Program available from LICENSOR. THE FOREGOING STATES
THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS
OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF
8. WARRANTY: LICENSOR warrants and represents to the LICENSEE the following:
8.1 That each Licensed Program will conform to LICENSOR's prevailing
published Program Specifications when delivered to LICENSEE.
8.2 The LICENSOR is the sole owner of all the right, title and
interest in and to the Licensed Programs.
8.3 That the Licensed Programs do not infringe upon any patent(s)
theretofore issued in the United States or upon any other patent
application pending.
8.4 That no other persons, firm or corporation has any right, title
or interest in and to the Licensed Program and that LICENSEE
shall have the right to use the Licensed Programs as herein
provided.
29
8.5 That the LICENSOR has the full power to grant the rights and
privileges herein granted to the LICENSEE pursuant to the
Agreement.
EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO WARRANTIES,
EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM, INCLUDING ALL IMPLIED
WARRANTIES OF AND FITNESS FOR A PARTICULAR PURPOSE, AND THE STATED EXPRESS
WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES
INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES OCCURRING OUT OF OR IN
CONNECTION WITH THE USE OR PERFORMANCE OF LICENSED PROGRAMS.
9. LIMITATION OF LIABILITY.- LICENSEE agrees that LICENSOR's liability
hereunder for damages shall not exceed the charges paid by LICENSEE for the
particular Licensed Program or related materials for any lost profits, or for
any claim or demand against the LICENSEE by any other party. No action,
regardless of form arising out of the transactions under this Agreement, may be
brought by either party more than one year after the cause of action has
accrued, except that an action for nonpayment may be brought within one year
after the date of last payment.
10. The provisions of this Agreement shall control over the terms of any
present or future order from LICENSEE. Acceptance by LICENSEE of any Licensed
Program or optional materials, such as source tapes or listings from LICENSOR
shall be deemed conclusive evidence of LICENSEE's agreement that the license
for such Licensed Program or optional materials is governed by this Agreement.
11. This Agreement represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations of agreements,
either written or oral.
12. If any of the provisions of this Agreement are invalid under any applicable
statute or rule of law, they are, to that extent, deemed omitted.
13. This Agreement shall be governed by the laws of the State of Georgia.
14. This contract may be withdrawn by Seller if not accepted within thirty (30)
days.
TERMS: $500.00 Net 30 days.
PROGRAMS PROVIDED: DESIGNATED EQUIPMENT:
Name: XXXX HOUSE (R ) 1.3 CPU (Make and Model)
--------------------------------------------------------------- --------------------
Fee:* $1000.00 - 500.00 = $500.00 (12/07/90-12/07/00) Number of Disk Drives
-------------------------------------------------------------- -------------------
Five (5) Year Renewal Fee: $200.00 (12/07/95-12/07/00)
---------------------------
LICENSEE:
Company Name:Oin Sprinkler Officer Name :Odd Xxxx Xxxxxxx
-------------------------------------------------------- ------------------------------
Address: Verksgt. 42 Signature:
------------------------------------------------ -------------------------------
4013 Stavanger NORWAY Title: Manager
------------------------------------------------ -------------------------------
Date: 22 mars 1999
-------------------------------
(Corporate Seal)
30
LICENSOR
--------
HRS SYSTEMS, INC. Officer Name: Xxx X.
------
Xxxxxxx
----------------------------------------------------------------------------
0000 Xxxxxxxxx Xxxxx, X.X Signature:
--------------------------------
Xxxxxxx, Xxxxxxx 00000 Title: President
--------------------------------
Date: 4/17/91
--------------------------------
(Corporate Seal)
*The provisions of the agreement shall include all updating at no additional
charge other than a $50.00 handling charge for each update.
