|
|
|
SAMPLE BANRISK LICENSE
LICENSING & USAGE AGREEMENT
Stanford Bank Game
The Bank Training & Consultancy JSC RECITALS
B. LICENSOR desires to sell the right to use the educational materials and software; and C. LICENSEE seeks to purchase the right to use the educational materials and software .
1. Description of MATERIAL. “The Stanford Bank Game, Version 12”computer software and printed educational materials (AKA “Players Manual, Stanford Bank Game, Executive Edition”, and “BANRISK III”). are made available to Licensor. The software has been manufactured to be used on personal computers using the Microsoft Windows operating system. However, because of the diversity such equipment, and varying degrees of compatibility, LICENSOR makes no warranty that the software will in fact function and operate as intended on any and all personal computers.
2. Terms of Licensing Agreement.
2.1 Terms of Agreement. License is hereby granted for a period commencing on the date of execution of this agreement by both parties and terminating with the availability of the internet web version of the computer software. No license or license fees will be needed to use that edition 2.2 Effect of Termination. At the expiration of the term of this agreement, the license granted to LICENSEE hereunder shall terminate, and LICENSEE shall thereafter cease and desist from using the software. .
3. LICENSEE's Use of BANRISK.
3.1 Characterization of Agreement. This document constitutes a licensing and royalty/usage fee agreement and not a contract for sale. Title to and ownership of all materials and software shall reside in LICENSOR for the duration of this agreement. 3.2 LICENSOR's support obligation does not include personal visits or appearances by LICENSOR's agents or employees or support outside the continental boundaries of the United States. Personal appearances can be arranged between LICENSOR and LICENSEE at a negotiated additional cost to LICENSEE. LICENSEE may obtain software revisions and updates by e-mail at no charge from LICENSORS on request. Mailed disk copies of up grades cost $100.00 3.3 Use of educational Materials. Payment of the per student royalty usage fee for the software releases Licensee from any copyright obligations associated with the educational materials supplied by Licensor. Licensee can reproduce and distribute the educational materials in any format (printed or digital) to students. Educational materials are typically provided as Adobe Acrobat formatted files. On request, Licensor will provide Microsoft Word versions of the educational materials by e-mail and Licensors instructors are free to modify these materials so long as a copy of the final draft of such modifications are sent to Licensor.. Licensor may also provide other student aids or materials developed by other licensees for free use but does not warrant or support such products. 3.4 Licensee may translate or modify any if the materials provided under the terms of this license provided Licensee supplies LICENSOR with copies of such modifications or translations as Microsoft Word documents or in other mutually acceptable formats. Title to and ownership of all such modifications belong to LICENSOR.
4. Updates. Educational materials and software are updated periodically by LICENSOR. All materials which comprise the update are licensed to LICENSEE, and not sold. Title to and ownership of the education materials including LICENSEE modifications and or translations shall reside in the LICENSOR.
5. No Express or Implied Warranties. Materials and software are licensed without any express or implied warranty. LICENSEE is advised to test materials and software thoroughly before relying on it. LICENSEE assumes the risk of using all materials and software . Notwithstanding the foregoing, liability of LICENSOR shall be limited to the replacement of any defective materials within 30 days of receipt of delivery by LICENSEE.
6. License Fee and Costs. 6.1 Cost of License. The Licensing Fee for the computer software is two hundred $200.00. With the exception of a final operational version of the software all content is available for download at www.hrwinc.com. An operational version of the software will be e-mailed provided the –email service does not block attachments.. There is an additional $50 charge if a disk copy of the software is required. 6.2 Licensee agrees: (a) To affix an appropriate notice of copyright to all copyrightable materials licensed under Article 1 hereof, and to do such things as are reasonable to protect and preserve LICENSOR’s rights in such copyrights, and (b)To exercise due care in protecting the software from disclosure to third parties, at least to the degree it exercises care in protecting its own proprietary information, and (c) To take appropriate action with its employees and consultants to satisfy its obligation under the Agreement with respect to maintaining the above degree pf protection for the Software. However, LICENSEE shall have no confidentiality obligations with respect to any information if the same or similar information is or becomes within the public domain through no act of LICENSEE in breach of the Agreement, or is received unrestricted from another source who was not under an obligation of confidentiality to LICENSOR. 6.3. USAGE FEES. The per student usage for commercial programs for all Licensees is $250 (Two hundred fifty US dollars) per student. It is understood that Licensor and Licensee may from time to time agree upon a change in the per student fees for special programs or courses. Licensor also reserves the right to increase the student fee by an amount roughly equivalent to inflation. Licensor will notify Licensee in writing or e-mail of any such change in royalties. Payment of the per student usage fee releases Licensee from any copyright obligations associated with the educational materials supplied by Licensor. Licensee can reproduce and distribute the educational materials in any format (printed or digital) to students. On request, Licensor will provide Microsoft Word versions of the educational materials by e-mail and Licensors instructors are free to modify these materials so long as a final draft of such modifications are sent to Licensor. 6.4 Payments. Licensee agrees to make payments by official bank check or money order in US dollars at least once each calendar year if fees are due. Licensee may make more frequent payments. If Licensee requires an invoice there is a $20 fee for invoicing by e-mail. Interest on past due amounts will be paid at the rate of one percent per month.. LicensOR reserves the right to charge reasonable fees for any specialized documentation that LICENSEE may require. 6.5 Local Taxes. All fees and payments described in this agreement are net to Licensor. Any and all taxes due to foreign or local tax authorities are the responsibility of Licensee. Licensee agrees to provide Licnesor with copies of any tax documents.
7. LICENSEE Acknowledges Interest. Under this licensing agreement, LICENSEE acknowledges the proprietary nature of LICENSOR's educational materials and computer software.
8. ARBITRATION. Any controversy arising under or related to this Agreement, and any disputed claim by either party against the other under this Agreement, shall be settled by arbitration, upon the request of either party, in accordance with the Arbitration rules of the American Arbitration Association. Any arbitration under this article hereof shall be held at San Franciso, California, or such other place as may be mutually agreed upon in writing between the parties, before a single arbitrator and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.
9. Entire Agreement. This Agreement constitutes the entire agreement between LICENSOR and LICENSEE relating to the subject matter hereof and supersedes all prior written or oral negotiations, representations or agreements. No modification of this Agreement shall be binding on either party unless it is in writing and signed by both parties. 10. Notices. All notices required or permitted hereunder shall be in writing and shall be personally delivered or dispatched prepaid, first class mail, by commercial telegraph or telex, or by e-mail sent to the address indicated below:
HUMAN RESOURCES WEST, INC. 1139 RHODE ISLAND STREET SAN FRANCISCO, CA 94107 e-mail bankgame@hrwinc.com
LICENSOR:
___________________________________
___________________ ___ _______________________ _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ Please provide an e-mail address <_______________________________________________________>
|
