LicenseAgreement
EXCLUSIVE_LICENSE_AGREEMENT
EXCLUSIVE LICENSE AGREEMENTEffective as of [date]In consideration of the mutual promises and covenants set forth below, the parties hereto agree as follows:ARTICLE IDEFINITIONSAs used in this Agreement, the following terms shall have the following meanings:1.1 AFFILIATE: any company, corporation, or business in which LICENSEE owns or controls at least fifty percent (50%) of the voting stock or other ownership. Unless otherwise specified, the term LICENSEE includes AFFILIATES.1.2 BIOLOGICAL MATERIALS: the materials supplied by XYZ (identified in Appendix B) together with any progeny, mutants, or derivatives thereof supplied by XYZ or created by LICENSEE.1.3 FIELD: [field].1.4 XYZ: President and Fellows of XYZ College, a nonprofit Massachusetts educational corporation having offices at the Office for Technology and Trademark Licensing, Holyoke Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138.1.5 LICENSED PROCESSES: the processes covered by PATENT RIGHTS or processes utilizing BIOLOGICAL MATERIALS or some portion thereof.1.6 LICENSED PRODUCTS: products covered by PATENT RIGHTS or products made or services provided in accordance with or by means of LICENSED PROCESSES or products made or services provided utilizing BIOLOGICAL MATERIALS or incorporating some portion of BIOLOGICAL MATERIALS.1.7 LICENSEE: [company], a corporation organized under the laws of [state] having its principal offices at [address].1.8 NET SALES: the amount billed, invoiced, or received (whichever occurs first) for sales, leases, or other transfers of LICENSED PRODUCTS, less:(a) customary trade, quantity or cash discounts and non-affiliated brokers' oragents' commissions actually allowed and taken;(b) amounts repaid or credited by reason of rejection or return;(c) to the extent separately stated on purchase orders, invoices, or otherdocuments of sale, taxes levied on and/or other governmental charges made as to production, sale, transportation, delivery or use and paid by or on behalf ofLICENSEE or sublicensees; and(d) reasonable charges for delivery or transportation provided by third parties, ifseparately stated.NET SALES also includes the fair market value of any non-cash considerationreceived by LICENSEE or sublicensees for the sale, lease, or transfer ofLICENSED PRODUCTS.1.9 NON-COMMERCIAL RESEARCH PURPOSES: use of PATENT RIGHTS and/or BIOLOGICAL MATERIALS for academic research or other not-for-profit scholarly purposes which are undertaken at a non-profit or governmental institution that does not use the PATENT RIGHTS and/or BIOLOGICAL MATERIALS in the production or manufacture of products for sale or the performance of services for a fee.1.10 NON-ROYALTY SUBLICENSE INCOME: Sublicense issue fees, sublicense maintenance fees, sublicense milestone payments, and similar non-royalty payments made by sublicensees to LICENSEE on account of sublicenses pursuant to this Agreement.1.11 PATENT RIGHTS: United States patent application [serial number] filed [filing date], the inventions described and claimed therein, and any divisions, continuations, continuations-in-part to the extent the claims are directed to subject matter specifically described in USSN [serial number] and are dominated by the claims of the existing PATENT RIGHTS, patents issuing thereon or reissues thereof, and any and all foreign patents and patent applications corresponding thereto, all to the extent owned or controlled by XYZ.1.12 TERRITORY: [territory].1.13 The terms "Public Law 96-517" and "Public Law 98-620" include all amendments to those statutes.1.14 The terms "sold" and "sell" include, without limitation, leases and other transfers and similar transactions.ARTICLE IIREPRESENTATIONS2.1 XYZ is owner by assignment from inventor(s)] of [his/her/their] entire right, title and interest in United States Patent Application [serial number] filed [filing date] entitled [invention] (XYZ Case [case number]), in the foreign patent applications corresponding thereto, and in the inventions described and claimed therein.2.2 XYZ has the authority to issue licenses under PATENT RIGHTS.2.3 XYZ is committed to the policy that ideas or creative works produced at XYZ should be used for the greatest possible public benefit, and believes that every reasonable incentive should be provided for the prompt introduction of such ideas into public use, all in a manner consistent with the public interest.2.4 LICENSEE is prepared and intends to diligently develop the invention and to bring products to market which are subject to this Agreement.2.5 LICENSEE is desirous of obtaining an exclusive license in the TERRITORY in order to practice the above-referenced invention covered by PATENT RIGHTS in the United States and in certain foreign countries, and to manufacture, use and sell in the commercial market the products made in accordance therewith, and XYZ is desirous of granting such a license to LICENSEE in accordance with the terms of this Agreement.ARTICLE IIIGRANT OF RIGHTS3.1XYZ hereby grants to LICENSEE and LICENSEE accepts, subject to the terms andconditions hereof, in the TERRITORY and in the FIELD:TO VIEW THE REMAINING PAGES OF THE DOCUMENT, PURCHASE FROM THE DOWNLOAD PAGE ($60)。
License Agreement
MICROSOFT LICENSE AGREEMENTBook Companion CDIMPORTANT-READ CAREFULLY: This Microsoft End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or an entity) and Microsoft Corporation for the Microsoft product identified above, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”). Any component included within the SOFTWARE PRODUCT that is accompanied by a separate End-User License Agreement shall be governed by such agreement and not the terms set forth below. By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you are not authorized to install, copy, or otherwise use the SOFTWARE PRODUCT; you may, however, return the SOFTWARE PRODUCT, along with all printed materials and other items that form a part of the Microsoft product that includes the SOFTWARE PRODUCT, to the place you obtained them for a full refund.Software PRODUCT LICENSEThe SOFTWARE PRODUCT is protected by United States copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.1. GRANT OF LICENSE. This EULA grants you the following rights:a. Software Product. You may install and use one copy of the SOFTWARE PRODUCTon a single computer. The primary user of the computer on which the SOFTWARE PRODUCT is installed may make a second copy for his or her exclusive use on a portable computer.b. Storage/Network Use. You may also store or install a copy of the SOFTWAREPRODUCT on a storage device, such as a network server, used only to install or run the SOFTWARE PRODUCT on your other computers over an internal network; however, you must acquire and dedicate a license for each separate computer on which the SOFTWARE PRODUCT is installed or run from the storage device. A license for the SOFTWARE PRODUCT may not be shared or used concurrently on different computers.c. License Pak. If you have acquired this EULA in a Microsoft License Pak,you may make the number of additional copies of the computer software portion of the SOFTWARE PRODUCT authorized on the printed copy of this EULA, and you may use each copy in the manner specified above. You are also entitled to make a corresponding number of secondary copies for portable computer use as specified above.d. Sample Code. Solely with respect to portions, if any, of the SOFTWAREPRODUCT that are identified within the SOFTWARE PRODUCT as sample code (the “SAMPLE CODE”):i. Use and Modification. Microsoft grants you the right to use and modifythe source code version of the SAMPLE CODE, provided you complywith subsection (d)(iii) below. You may not distribute the SAMPLECODE, or any modified version of the SAMPLE CODE, in source codeform.ii. Redistributable Files. Provided you comply with subsection (d)(iii) below, Microsoft grants you a nonexclusive, royalty-free right toreproduce and distribute the object code version of the SAMPLE CODEand of any modified SAMPLE CODE, other than SAMPLE CODE, or anymodified version thereof, designated as not redistributable in theReadme file that forms a part of the SOFTWARE PRODUCT (the“Non-Redistributable Sample Code”). All SAMPLE CODE other than theNon-Redistributable Sample Code is collectively referred to as the“REDISTRIBUTABLES.”iii. Redistribution Requirements. If you redistribute theREDISTRIBUTABLES, you agree to: (i) distribute the REDISTRIBUTABLESin object code form only in conjunction with and as a part of yoursoftware application product; (ii) not use Microsoft’s name, logo,or trademarks to market your software application product; (iii)include a valid copyright notice on your software application product;(iv) indemnify, hold harmless, and defend Microsoft from and againstany claims or l awsuits, including attorney’s fees, that arise orresult from the use or distribution of your software applicationproduct; and (v) not permit further distribution of theREDISTRIBUTABLES by your end user. Contact Microsoft for theapplicable royalties due and other licensing terms for all otheruses and/or distribution of the REDISTRIBUTABLES.2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.- Limitations on Reverse Engineering, Decompilation, and Disassembly.You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.- Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer.- Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT.- Support Services. Microsoft may, but is not obligated to, provide you with support services related to the SOFTWARE PRODUCT (“SupportServices”). Use of Support Services is governed by the Microsoft policies and programs described in the user manual, in “online” documentation, and/or in other Microsoft-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to Microsoft as part of the Support Services, Microsoft may use suchinformation for its business purposes, including for product support and development. Microsoft will not utilize such technical information in a form that personally identifies you.- Software Transfer. You may permanently transfer all of your rights under this EULA, provided you retain no copies, you transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate ofAuthenticity), and the recipient agrees to the terms of this EULA.- Termination. Without prejudice to any other rights, Microsoft may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.3. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (includingbut not limited to any images, photographs, animations, video, audio,music, text, SAMPLE CODE, REDISTRIBUTABLES, and “applets” incorporated into the SOFTWARE PRODUCT) and any copies of the SOFTWARE PRODUCT are owned by Microsoft or its suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material except that you may install the SOFTWARE PRODUCT on a single computer provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.4. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and documentationare provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph(c)(1)(ii) of the Rights in Technical Data and Computer Software clauseat DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.Manufacturer is Microsoft Corporation/One Microsoft Way/Redmond, WA 98052-6399.5. EXPORT RESTRICTIONS. You agree that you will not export or re-export theSOFTWARE PRODUCT, any part thereof, or any process or service that is the direct product of the SOFTWARE PRODUCT (the foregoing collectively refe rred to as the “Restricted Components”), to any country, person, entity, or end user subject to U.S. export restrictions. You specifically agree not to export or re-export any of the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to, Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; (ii) to any end user who you know or have reason to know will utilize the Restricted Components in the design, development, or production of nuclear, chemical, or biological weapons; or (iii) to any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the BXA nor any other U.S. federal agency has suspended, revoked, or denied your export privileges.DISCLAIMER OF WARRANTYNO WARRANTIES OR CONDITIONS. MICROSOFT EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION FOR THE SOFTWARE PRODUCT. THE SOFTWARE PRODUCT AND ANY RELATED DOCUMENTATION are PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU.LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, MICROSOFT’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR US$5.00; PROVIDED, HOWEVER, IF YOU HAVE ENTERED INTO A MICROSOFT SUPPORT SERVICES AGREEMENT, MICROSOFT’S ENTIRELIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.MISCELLANEOUSThis EULA is governed by the laws of the State of Washington USA, except and only to the extent that applicable law mandates governing law of a different jurisdiction.Should you have any questions concerning this EULA, or if you desire to contact Microsoft for any reason, please contact the Microsoft subsidiary serving your country, or write: Microsoft Sales Information Center/One Microsoft Way/Redmond, WA 98052-6399.。
License Agreement
Solid Documents, LLC License AgreementTHIS IS A CONTRACT. CAREFULLY READ THIS AGREEMENT. BY INSTALLING THIS SOFTWARE YOU ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.This Solid Documents, LLC "Solid Documents" End User License Agreement ("EULA") accompanies all software products ("Software"). Please read this EULA carefully.Solid Documents and its suppliers own all intellectual property in the Software. The Software i s licensed, not sold. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.If you do not agree with all of the terms and conditions of this agreement, you must(1) IMMEDIATELY CEASE USING THE SOFTWARE,(2) DESTROY ALL COPIES OF THE SAME, INCLUDING ANY COPIES STORED ON YOUR HARD DRIVE AND ANY ARCHIVAL COPIES, AND(3) FOLLOW THE PROCEDURES ESTABLISHED BY THE MANUFACTURER.DEFINITIONS"Computer" is an electronic device that stores, retrieves, and processes data, and can be programmed with instructions. A computer is composed of hardware and software, and can exist in a variety of sizes and configurations."Evaluation Software" means a version of Solid Documents' Software lice nsed as an evaluation or trial. This version is neither for resale nor for production use."Internal Network" is a privately maintained computer network that can be accessed only by authorized persons, as in members or employees of the organization / corpo ration / business entity that owns it. Internal Network specifically excludes the Internet or any other network community open to the public, including but not limited to membership- or subscription-driven groups, associations, and similar organizations. Connection via secure links (VPN or dial up) to your Internal Network for the purpose of this contract is considered use over an Internal Network."Licensee" means a person and/or company entering into this EULA."Software" means only the Solid Documents so ftware program(s) and third party software programs, in each case, supplied by Solid Documents herewith, and corresponding documentation, associated media, printed materials, help files, online or electronic documentation, images, sounds, clip art and othe r artistic work, and all updates or upgrades of the above that are provided to you."Updates" means subsequent releases of the Software that are created for the purposes of bug fixes, error correction, or minor enhancements to functionality and that are ge nerally made available to Licensees of the Software. "Updates" may or may not include the addition of new functionality. All Updates provided hereunder shall be considered Software and will be subject to this Agreement."Unlock Code" means a unique unlock sequence that allows enabling of the Software for production use. "Solid Documents" means Solid Documents, LLC, a Washington Limited Liability Company, 2509 152nd Avenue NE, Suite E, Redmond, WA 98052.LICENSE GRANT. Solid Documents grants you a non-exclusive, non-transferable right and limited license to use the Software as follows:Software License. Upon issuance of a valid Unlock Code sequence by Solid Documents to Licensee, you can install Software on one (1) Computer, unless otherwise indicated under a valid license (e.g. Multiple Seat License) granted by Solid Documents.a. Use.Individual License Use. With an individual license you may use the Software on a single computer ("Your Computer") and not across a network.Multiple Seat License Use. With mu ltiple seat licenses, you are allowed to install the Software on "N" Computers where "N" is the number of licenses purchased. You can store the Software on your Internal Network for authorized users to access for installation on their Computer. It is NOT a concurrent use license (based on simultaneous usage) or a roaming license (based on number of users).Additional Restrictions. You may not separate component parts of the Software for use on more than one computer. You do not have the right to distribute the Software. You may load the Software into your Computer's temporary memory (RAM) for purposes of using the Software. Licensee agrees to not attempt to disable or violate the internal activation and licensing mechanism. For Solid Converter® PDF: Licensee also agrees to not charge any fees, directly or indirectly, for PDF to Word document conversion through use of the Software.b. Storage. You may copy the Software into the local memory or storage device. The license for the Software may not be shared or u sed concurrently on different computers.c. Copying. You may make archival or back-up copies of the Software, provided the copy contains all the original Software's proprietary notices and that it is used only for back-up purposes.d. Reservation of Rights. Solid Documents reserves all rights not expressly granted to you in this License Agreement.e. License Abuse and/or Violation. If any abuse of a license is suspected or found, Solid Documents retains the right to make the Unlock C ode invalid. You also agree to surrender your license immediately upon any notification of violation of any of the terms in this EULA and you will not be refunded any money upon surrendering your license.f. Freeware. This Software is not freeware and is n ot in the public domain. If you are using an Internet version, the Software you are installing is Evaluation Software. As such, you may evaluate the program for the maximum trial period stated in the program. If, after that time, you decide to continue usi ng it, you must register it by paying a registration fee at our Web site (). If, after the trial period, you choose not to register it, you must uninstall it from any and all machin es to which it was installed on a trial basis. This Evaluation Software can be turned into a fully registered copy by registering the Software on our Web site.COPYRIGHT. The Software is proprietary to Solid Documents and its licensors. Solid Documents and its licensors retain all copyrights, trade secret rights, patents, trademarks, and any other proprietary rights relating to the Software. Except as expressly provided in the License Grant above, you may not copy, reproduce, alter, modify, decompile, disas semble, reverse engineer, or create derivative works based on the Software. All rights not expressly granted are reserved. Any copy of the Software that you are permitted to make under this Agreement must include all of the copyright and other notices appe aring in the original copy of the Software.RESTRICTIONS ON TRANSFER. This license is personal to Licensee, and neither your rights hereunder nor any copy of the Software may be sold, assigned, distributed, transferred or sublicensed to any other person, in any media (including electronic media), without the prior written consent of Solid Documents. Any transfer in violation of this section will be null and void and will automatically terminate your right to use or possess the Software.EXPORT COMPLIANCE. L icensee shall not export, directly or indirectly, any Software, product, service, or technical data or any system incorporating such items without first obtaining any required license or other approval from the U.S. Department of Commerce or any other agen cy or department of the United States Government. If Licensee exports any technical data from the United States or re-exports any technical data from a foreign destination, Licensee shall ensure that the distribution and export/re-export of the technical data is in compliance with all laws, regulations, orders or other restrictions of the United States and the appropriate foreign governments. Software may not be exported or re-exported to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any country to which the United States embargoes goods. In addition, the Software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.UPDATED VERSIONS. The Software may be updated from time to time by Solid Documents at its sole discretion. You may obtain such updated versions of the Software from Solid Documents on the terms agreed upon by Solid Documents and you. Such updated versions of the Software are expected to operate more accurately and effectively. You acknowledge that you are responsible for downloading and installing such updated versions of the Software.DUAL MEDIA SOFTWARE. You may receive the Software in more than one medium (download and CD). You may use only one medium that is ap propriate for your single computer. You may not install the other medium on another computer. You may not loan, rent, lease, or otherwise transfer the other medium to another user.LIMITED WARRANTY. Solid Documents warrants that, for sixty (60) days from t he date of delivery of the Software to you, the Software will perform substantially in accordance with its applicable documentation. Solid Documents DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR THAT THE SOFTWARE WILL BE ERROR-FREE. THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF DELIVERY. (USA ONLY) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIF IC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.LIMITATION OF LIABILITY. IN NO EVENT WILL SOLID DOCUMENTS, ITS SUPPLIERS, RESELLERS OR ITS LICENSORS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SOLID DOCUMENTS, ITS SUPPLIERS, RESELLERS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SOLID DOCUMENTS' LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEES ACTUALLY PAID BY YOU IN RESPECT OF THE COPY OF SOFTWARE GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (USA ONLY) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OT HER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.SEVERABILITY. In the event any provision of this EULA is found to be invalid, illegal or unenforceable, a modified provision shall be substituted which carries out as nearly as possible the original intent of the Parties, and the validity, legality, and enforceability of any of the remaining provisions shall not in any waybe affected or impaired thereby.NOTICE TO U.S. GOVERNMENT END USERS. The Software and any accompanying documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government or its contractors is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or any successor regulation or as set forth in the particular department or agency regulations or rules which provide Solid Documents or its licensors with protection equivalent to or greater than that clause.GOVERNING LAW AND GENERAL PROVISIONS. This Agreement will be governed by the laws in force in the State of Washington, excluding the application of its conflicts of law principles. If any part of this Agreement is found void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Software shall not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, res trictions or regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing signed by an authorized officer of Solid Documents.SOFTWARE LICENSE. Solid Documents reserv es the right to change or update any part of this agreement, at any time in the future, without prior notice or reason. The latest and most current agreement can be found at:/license.htm.ADOBE SYSTEMS INCORPORATEDCOLOR PROFILE LICENSE AGREEMENTNOTE: Any provisions in Solid Documents, LLC’s license agreement above that differs from Adobe’s Agreement are offered by Solid Documents, LLC alone and not Adobe. NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.1. DEFINITIONS. In this Agreement, "Adobe" means Adobe Systems Incorporated, a Delaware corporation, located at345 Park Avenue,San Jose,California95110. "Software" means the software and related items with which this Agreement is provided.2. LICENSE. Subject to the terms of this Agreement, Adobe hereby grants you the worldwide, nonexclusive, nontransferable, royalty-free license to use, reproduce, and publicly display th e Software. Adobe also grants you the rights to distribute the Software only (a) as embedded within digital image files and (b) on a standalone basis. No other distribution of the Software is allowed, including, without limitation, distribution of the Soft ware when incorporated into or bundled with any application software. All individual profiles must be referenced by their ICC Profile description string. You may not modify the Software. Adobe is under no obligation to provide any support under this Agreement, including upgrades or future versions of the Software or other items. No title to the intellectual property in the Software is transferred to you under the terms of this Agreement. You do not acquire any rights to the Software except as expressly set forth in this Agreement.3. DISTRIBUTION. If you choose to distribute the Software, you do so with the understanding that you agree to defend, indemnify, and hold harmless Adobe against any losses, damages, or costs arising from any claims, lawsuits, or ot her legal actions arising out of such distribution, including without limitation, your failure to comply with this Section 3. If you distribute the Software on a standalone basis, you will do so under the terms of this Agreement or your own license agreement which (a) complies with the terms and conditions of this Agreement; (b)effectively disclaims all warranties and conditions, express or implied, on behalf of Adobe; (c)effectively excludes all liability for damages on behalf of Adobe; (d) substantially s tates that any provisions that differ from this Agreement are offered by you alone and not Adobe; and (e) substantially states that the Software is available from you or Adobe and informs licensees how to obtain it in a reasonable manner on or through a me dium customarily used for software exchange. Any distributed Software will include the Adobe copyright notices as included in the Software provided to you by Adobe.4. DISCLAIMER OF WARRANTY. Adobe licenses the Software to you on an "AS IS" basis. Adobe makes no representation as to the adequacy of the Software for any particular purpose or to produce any particular result. Adobe shall not be liable for loss or damage arising out of thisAgreement or from the distribution or use of the Software or any other materials. ADOBE AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, EXCEPT FOR ANY WARRANTY,CONDITION, REPRESENTATION, OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMIT ED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION. ADOBE AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NONINFRINGEMENT OF THIRD-PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. The provisions of Sections 4 and 5 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to use the Software after termination of this Agreement.5. LIMITATION OF LIABILITY. IN NO EVENT WILL ADOBE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. ADOBE'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE. Nothing contained in this Agreement limits Adobe's liability to you in the event of death or personal injury resulting from Adobe's negligence or for the tort of deceit (fraud). Adobe is acting on behalf of its su ppliers for the purpose of disclaiming, excluding, and/or limiting obligations, warranties, and liability as provided in this Agreement, but in no other respects and for no other purpose.6. TRADEMARKS. Adobe grants you a worldwide, nonexclusive, nontransf erable, personal right to use the "Adobe" word trademark (the "Trademark") solely to identify Adobe as the source ofthe Adobe RGB (1998) product or Adobe RGB technology, so long as such use complies with the terms of this Agreement, the trademark guidelin es available at the "Permissions and trademarks" pages of the Adobe website (), and the "Adobe Trademark Guidelines for third parties who license, use or refer to Adobe trademarks," also available from the Adobe website. You acknowledge the validity of the Trademark and Adobe's ownership of the Trademark. Nothing in this Agreement shall give you any right, title, or interest in the Trademark, other than the license rights granted in this Agreement. You recognize the value of the goodwill associ ated with the Trademark and acknowledge that such goodwill exclusively inures to the benefit of and belongs to Adobe. Adobe and the Adobe logo are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries. With the exception of referential use and the rights granted in this Agreement, you will not use such trademarks or any other Adobe trademark or logo without separate prior written permission granted by Adobe.7. TERM.This Agreement is effective until terminated. Adobe has the right to terminate this Agreement immediately if you fail to comply with any term hereof. Upon any such termination,you must return to Adobe all full and partial copies of the Software in your po ssession or control.8. GOVERNMENT REGULATIONS. If any part of the Software is identified as an export-controlled item under the United States Export Administration Act or any other export law, restriction, or regulation (the "Export Laws"), you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.9. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of California as such laws are applied to agreementsentered into and to be performed entirely within California between California residents. This Agreement will not be governed by the conflict of law rules of any juris diction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. All disputes arising out of, under, or related to this Agreement will be brought exclusively in the state Santa Clara County,California,USA.10. GENERAL. You may not assign your rights or obligations granted under this Agreement without the prior written consent of Adobe. None of the provisions of this Agreement s hall be deemed to have been waived by any act or acquiescence on the part of Adobe, its agents, or employees, but only by an instrument in writing signed by an authorized signatory of Adobe. When conflicting language exists between this Agreement and any o ther agreement included in the Software, the terms of such included agreement shall apply. If either you or Adobe employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reason able attorneys' fees. You acknowledge that you have read this Agreement, understand it, and that it is the complete and exclusive statement of your agreement with Adobe which supersedes any prior agreement, oral or written, between Adobe and you with respect to the licensing to you of the Software. No variation of the terms of this Agreement will be enforceable against Adobe unless Adobe gives its express consent, in writing, signed by an authorized signatory of Adobe.。
商标许可协议英文(Trademark-License-Agreement)
TRADEMARK LICENSE AGREEMENTTHIS TRADEMARK LICENSE AGREEMENT (the "Agreement") by and between , a corporation organized under the laws of , and , a company incorporated under the Laws of the The Peoples Republic of China, is made at , and is effective as of the day of .WITNESSETH THAT:WHEREAS, each party has expressed interest in obtaining a non-exclusive license to use trademarks, if any, owned now or in the future by the other party, and each party has expressed interest in granting such a license.NOW THEREFORE, in consideration of the foregoing and the mutual covenants of the parties hereinafter contained, the parties hereby agree as follows:ARTICLE 1. DEFINITIONS: Each of the following words or phrases shall bear the meaning set forth opposite it as follows:Net Selling Price: The amount actually billed to purchasers, after deducting (1) any federal, state, or local sales or other tax actually levied and paid on the basis of the sales price, (2) resale discounts, (3) returns or allowances, and (4) transportation and packing charges in excess of those charges normally and routinely incurred in transporting Products sold to the purchaser thereof.Products: Items set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Trademarks: Trademarks set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Improvements: Improvements to Technology or any other invention or intellectual property.ARTICLE 2. TRADEMARK LICENSE:A. Certain Trademarks used with Products produced by one party (the “TrademarkLicensee”) may be owned by the other party (the “Trademark Licensor”) hereto. In such cases, the Trademark Licensor shall grant to the Trademark Licensee, subject to the terms hereof, a non-exclusive right, license and authority to use the Trademarks which are owned by the Trademark Licensor and which are used with Products made by the Trademark Licensee (the “Trademark License.”) The Trademark Licensee’s use of the Trademark Licensor’s Trademarks shall inure solely to the benefit of the Trademark Licensor.B. The Trademarks for which Trademark License is granted under Section 2.A. ofthis Agreement are listed in the attached Schedules A and B. The parties may revise Schedules A and B from time to time by mutual agreement, whereupon the revised Schedules A and B, signed by the parties, shall become a part of this Agreement superseding all previous versions thereof and shall become effective on the date indicated on the revised Schedule A or B.C. The Trademark Licensor makes no representations or warranties with respect to the ability of the Trademark Licensee to use the Trademarks outside of the United States or The Peoples Republic of China or as to the possibility that such use outside the United States or The Peoples Republic of China might infringe or be alleged to infringe third party rights.D. To the extent feasible, the Trademark Licensee shall place applicable Trademarks on all Products it manufactures in whole or in part. The Trademark Licensee shall also place applicable Trademarks on all packaging and printed material that it produces or obtains related to any Product. Any Trademarks so used shall appear exactly as in the registration documents. Other trademarks, words, names, symbols or devices other than Trademarks shall not be used in conjunction with any Trademarks and may only be used separately therefrom following the Trademark Licensor's prior written consent to such use.E. The Trademark Licensee shall ensure that all uses of Trademarks on Products and on related packaging and Product literature shall conform to all standards of style, appearance, quality and usage set by the Trademark Licensor from time to time, and all requirements of the law, including any such requirements relating to legends setting forth either the Trademark Licensee's or the Trademark Licensor's status in relation to the Trademark or the fact that a Trademark is registered. To this end, before initiating any marketing or selling activity, such as advertising, promoting, distributing, or offering for sale any Product to which a Trademark is applicable, the Trademark Licensee shall notify the Trademark Licensor of its intent to initiate such activity and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of all relevant Trademark usages. The style, appearance, quality and usage of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Trademark occurs. Any such sample submitted by the Trademark Licensee and not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor, shall be deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval, pursuant to this Section, there shall be no substantive change in the style, appearance, quality, or usage of the relevant Trademark without the prior written consent of the Trademark Licensor. In the event that the style, appearance, quality, or usage of any Trademark ceases or fails to conform to standards set by the Trademark Licensor or any requirement of law, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease all non-conforming uses thereof and shall destroy or remedy all non-conforming uses in its possession or control. All such failures to conform shall be deemed a breach of this Agreement by the Trademark Licensee.F. In order to preserve the integrity and value of the Trademarks involved, the Trademark Licensee shall ensure that all Products associated with a Trademark conform to all standards of style, appearance, performance and quality set by the Trademark Licensor from time to time. To this end, before manufacturing, marketing or selling of any such Product, the Trademark Licensee shall notify the Trademark Licensor and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of the relevant Product. The style, appearance, performance and quality of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Product occurs. Any such sample not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor shallbe deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval pursuant to this Section, there shall be no substantive change to the style, appearance, performance and quality of the relevant Product without the prior written consent of the Trademark Licensor. In the event that the style, appearance, performance or quality of any Product associated with a Trademark ceases or fails to conform to standards set by the Trademark Licensor, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease the use of the Trademark in conjunction with such non-conforming Products in its possession or control. All such failures of Products to conform to standards set by the Trademark Licensor, where such Products are used in conjunction with a Trademark, shall be deemed a breach of this Agreement by the Trademark Licensee.G. The Trademark Licensor shall have the right, upon reasonable notice and duringnormal business hours, to inspect the premises of the Trademark Licensee, including manufacturing and packaging facilities and plants thereof to ensure the Trademark Licensee's compliance with the style, appearance, and quality of the samples approved.H. The provisions of this Article 2 shall not apply to any Products purchased forresale by one party from the other. In such circumstances, the party purchasing the Product from the other party shall receive a non-exclusive, royalty-free right to use, in sales transaction documents such as quotations, acknowledgments, invoices, correspondence, etc., any Trademark associated with such Products. Any other use of any such Trademark shall be subject to approval of the party owning the Trademark.ARTICLE 3. FEE PAYMENTS:A. During the term of this Agreement, in consideration of the Trademark Licensegranted, the Trademark Licensee shall pay to the Trademark Licensor a fee of one percent (1%) of the Net Selling Price of all Products using the Trademark sold by the Trademark Licensee, exclusive of Products sold by the Trademark Licensee to the Trademark Licensor.B. All fees due under this Article 3 shall be paid on a quarterly basis. The fees shallbe remitted to the Trademark Licensor at its principal offices within sixty (60) days after the last day of each calendar quarter, based on the sales during the calendar quarter. Such remitted fees shall be in United States currency at the official exchange rate prevailing on the last day of the respective calendar quarter at the bank used by the owing party for its general commercial purposes.C. Upon request from one party (the "auditing party") and at least five (5) days priorwritten notice, the other party (the "audited party"), shall allow a certified public accountant designated by the auditing party to examine the audited party’s records relating to this Agreement for the sole purpose of auditing the quarterly statements described in Article 3 during the audited party’s normal business hours. In the event that such audit reveals that the audited party has paid the auditing party an amount less than the actual amount due to the auditing party, the audited party shall immediately pay to the auditing party the difference and shall reimburse the auditing party for the reasonable cost of the audit if such difference is greater than ten percent (10%) of the total amount of payments due to the auditing party for the applicable period.ARTICLE 4. TERM:A. Unless terminated sooner as provided in this Article 4, the Agreement shallcontinue in full force and effect for a period of five (5) years from December 3, 1999.This Agreement will automatically renew for one (1) year periods unless either party gives written notice of its election not to extend the term of this Agreement not less than thirty (30) days prior to the expiration of the expiring term.B. Each party shall have the right to terminate this Agreement for cause by givingwritten notice to the other party upon the happening of any of the following without need of a judicial declaration to the effect that:(1) a material breach by the other party of any term or condition of this Agreementand the failure to remedy such nonperformance or breach within thirty (30) daysafter receipt of notice thereof;(2) the submission to the terminating party by the other party of any fraudulentdocument or statement; or(3) an action by the government of either party which renders either party unable toperform its obligations under this Agreement.C. Upon any expiration or termination of this Agreement, all licenses, rights andobligations hereunder shall terminate. However, subject to the terms hereof, and solely during the six (6) month period after the date of such expiration or termination, the Licensee shall have the right to manufacture and sell any Products covered by the Trademark License which:(1) it is committed to sell under a valid and binding contract of sale made in theordinary course of business executed before the date of such expiration ortermination; or(2) can be manufactured from materials, parts, subassemblies and components eitherin its possession or to which it is entitled on or before the date of such expirationor termination.D. Termination of this Agreement shall not relieve the Trademark Licensee from itsliability for payment of fees on sales made hereunder with respect to the Trademark License from the other party prior to the date of such termination.E. Upon any expiration or termination of this Agreement:(1) The Trademark Licensee shall not hold itself out as being, or represent that it is, inany way authorized to use the Trademarks;(2) The Trademark Licensee shall not use any Trademark (unless otherwise permittedin Section 4.C, hereof); and(3) The Trademark Licensee shall transfer, assign and release to the TrademarkLicensor all rights, if any, in the Trademarks which may have accrued or arisen byoperation of the law.F. Neither party, by reason of the expiration or termination of this Agreement, shallbe liable to the other for loss of anticipated sales or prospective profits, or because of expenditures or investments, related to this Agreement.G. The failure at any time of either party to exercise its right to terminate thisAgreement as set forth in this Article 4 shall not constitute a waiver of that party's termination rights.ARTICLE 5. DISCLAIMER OF WARRANTY:Except as specified in this Agreement, each of the parties expressly disclaims all other warranties, express or implied, in connection with this Agreement, the trademarks including but not limited to the warranties of non-infringement.ARTICLE 6. LIMITATION OF LIABILITY:Neither party shall be liable to the other party or any third party for any direct damages in excess of the aggregate fees paid to such party by the other party in the preceding twelve(12) months arising from any claim relating to this Agreement or for any special,consequential, exemplary or incidental damages (including lost profits) arising from any claim relating to this Agreement, resulting from the use of, or inability to use, the Trademarks, whether the claim for such damages is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of it is advised of the possibility or likelihood of same. Each of the parties acknowledges and agrees that such amount is reasonable in light of anticipated harm which may arise from such claims and that the retention of such amount by it or the payment of such amount by the other party shall not be deemed or alleged by it to fail of its essential purpose.ARTICLE 7. GENERAL PROVISIONS:A. The language used in this Agreement shall be deemed to be language chosen byboth parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any term or condition of this Agreement.B. The failure or delay by either party in exercising any right hereunder shall notoperate as, or be deemed a waiver, of such right or any other right hereunder.C. All notices, demands, requests, responses, or other communications contemplatedherein or required or permitted to be given hereunder shall be in writing and shall be deemed to be given as of the opening of business on the business day after such writing is transmitted by facsimile or electronically to the attention of a duly authorized officer of the other party.D. If any provision of this Agreement is for any reason held or declared to be illegal,invalid, or unenforceable, such provision may be modified by a court of competentjurisdiction in compliance with the law to give effect to the intent of the parties to the fullest extent possible. All other provisions herein shall remain in full force and effect and shall be construed in accordance with the modified provision as if such illegal, invalid, or unenforceable provision had not been contained herein.E. Sections 4. C., 4.D., 4.E., 7.A, 7.I., and Articles 5, 6 and 9 shall survive thetermination or expiration of this Agreement for any reason.F. Headings in this Agreement are for identification purposes only and shall notaffect the interpretations of this Agreement or any part hereof.G. The singular or any word, phrase, or clause contained in this Agreement shall beconstrued as the equivalent of the plural and the plural shall be construed as the equivalent of the singular.H. The Agreement shall inure to the benefit of and be binding upon the successorsand assigns of both parties hereto. Neither party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement, whether by merger, operation of law, assignment, change of management, purchase or otherwise of all or substantially all of the business of such party related to the Products except with the prior written consent of the other party.I. The Trademark Licensee shall execute and deliver such other documents and totake all such actions as the Trademark Licensor, its successors, assigns or other legal representatives may reasonably request to effect the terms of this Agreement and the execution and delivery of any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required.J. The Trademark Licensee shall comply with all applicable laws, rules, regulations and orders of the United States and of The Peoples Republic of China, and all jurisdictions and any agency or court thereof.K. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all of which, taken together, shall constitute one and the same agreement.ARTICLE 8. ARBITRATION: If either party shall make a written request to the other party for arbitration of any dispute with respect to this Agreement, or any other issue related thereto, the request shall be resolved in the London Court of International Arbitration and accordance with the then current Rules of the London Court of International Arbitration. Any decision or award resulting from such arbitration shall be final, binding and non-appealable.ARTICLE 9. GOVERNING LAW: The Agreement shall be deemed to be made and entered into pursuant to the laws of the United States of America and the laws of the State of Illinois. In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed in accordance with the laws of the State of Illinois.ARTICLE 10. GOVERNMENT APPROVAL: Trademark Licensee shall, at its expense, obtain all approvals of this Agreement which are necessary for both its continued effectiveness and Trademark Licensee’s continued ability to remit payments to Trademark Licensor in U.S. currency free from all restrictions. Trademark Licensee and Trademark Licensor shall mutually cooperate in obtaining any such approvals.ARTICLE 11. GOVERNING LANGUAGE:The official language of this Agreement is English and the official version of the Agreement is the English version.* * * * *IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of .By:Title:By:Title:LICENSE IS GRANTED BY TOThis schedule supersedes all previous versions of Schedule A and forms part of the Trademark License Agreement between and . which became effective on . This version of Schedule A is effective on .By:Title:By:Title:LICENSE IS GRANTED BYThis schedule supersedes all previous versions of Schedule B and forms part of the Trademark License Agreement between and , which became effective on . This version of Schedule B is effective on .By:Title:By:Title:。
LicenseAgreement许可协议_110完整篇.doc
License Agreement许可协议-In consideration of the foregoing and the covenants contained in this Agreement, the parties agree as follows:[**]=CONFIDENTIAL TREATMENT REQUESTED1. License.1.1 Grant of License. Licensor hereby grants to Licensee under all intellectual property rights of Licensor, now owned or, to the extent it is not prohibited from licensing such right, hereafter acquired (a) an exclusive (except as it may subsequently become non-exclusive as provided in Section 6 below), worldwide, perpetual license to develop, make, have made, use, offer for sale and sell, design, modify and create derivative works of Licensed Devices, and (b) a non-exclusive, worldwide, perpetual license to develop, make, have made, use, offer for sale and sell, design, modify and create derivative works of Products (such licenses shall be hereinafter referred to, collectively, as the License ).1.2 Improvements. If Licensor makes any Improvements to anyof the Technology, Licensor shall promptly thereafter (so long as the License is in effect) provide to Licensee such information, in reasonable detail, with respect to such Improvements as is reasonably necessary to permit Licensee to incorporate such Improvements in Licensed Devices or Products.1.3 Assignment and Sublicensing. Licensee shall not sell, assign, or transfer any of its rights or obligations under this Agreement without the prior written consent of Licensor, except for any such sale, assignment or transfer that occurs as a result of a Change of Control of Licensee. Licensee shall have the right to grant one or more sublicenses of its rights under the License, other than with respect to the development, making, use, offer for sale or sale of any Emulation/Simulation Device; provided, however, (a) that the sublicensee under each such sublicense, as a condition to the effectiveness of such sublicense, shall agree, in the written agreement memorializing such sublicense, to be bound by the terms and conditions of Section 4 of Exhibit A hereto as it relates to the Technology, and (b) Licensee shall be obligated to pay royalties to Licensor with respect to the sale of any Licensed Devices or Products permitted by any such sublicense equal to the product of (i) the Net Receipts received by the third party which sells such Licensed Devices or Products to the user thereof, and (ii) the applicable exclusive royalty rate under this Agreement. Each such sublicense shall be memorialized in a written agreement with thesublicensee, a copy of which agreement shall be delivered to Licensor promptly after it becoming effective, which provides that (x) such sublicensee has no right to further sublicense or assign or otherwise transfer such sublicense, and (y) the pricing of all Licensed Devices and Products subject to such sublicense shall be determined on an arms’ length basis.2. Development of Licensed Device.2.1 Delivery of Technology. Promptly after the Effective Date, and from time-to-time thereafter, Licensor shall deliver to Licensee such tangible information concerning the Technology as Licensee may reasonably require to understand the Technology and implement the Technology in the design of Licensed Devices. Such tangible information shall include schematics of the FPGA Architecture and a portion of the layout for a device employing the FPGA Architecture.2.2 Development Activities. Licensee shall be responsible for the development of Licensed Devices, and will engage in good faith efforts to develop, manufacture and sell Licensed Devices. Such responsibilities shall include the management and direction of such development program. So long as the License with respect to Licensed Devices remains exclusive, Licensor shall use good faithefforts to support such development program.3. Initial Payments for License.3.1 Advance Minimum Royalties. As consideration for the grant of the License, Licensee shall pay to Licensor the following non-refundable advance minimum royalties from the Effective Date until Tapeout.[**] The first of the above-described monthly advance royalty payments shall be made on the Effective Date, and each subsequent payment shall be made on the first Business Day of each of the succeeding months.3.2 Termination of Agreement. At any time, beginning three months after the Effective Date and prior to Tapeout, Licensee may terminate this Agreement, and its obligation to make the advance minimum royalty payments described above, effective 30 days after it gives Licensor written notice of such termination.4. Royalties.4.1 Additional Advance Minimum Royalties. As consideration for the grant of the License, after Tapeout (and subject to Section 4.3 hereof), Licensee shall pay Licensor, as non-refundable advance minimum royalties, the amount, if any, by which (i) the amount due under Section 4.2 below for each month exceeds (ii) [**] beginning with the [**] anniversary of Product Introduction, so long as the License with respect to Licensed Devices is exclusive). The first of such payments shall be made on the first Business Day of the month immediately succeeding the last month during which the advance minimum royalty payments under Section 3.1 are made, and each subsequent payment shall be made on the first Business Day of each of the succeeding months. Each of the advance minimum royalty payments under Section 3.1 above or under this Section 4.1 (collectively, the Advance Payments ) and the lesser of (a) [**] and (b) the direct expenditures of Licensee for the development of two Product Families (but no more than [**] with respect to the first Product Family and [**] with respect to the second Product Family) (collectively, with the Advance Payments, the Recoupable Payments ), shall be creditable against royalties payable under Section 4.2 below. Notwithstanding the foregoing, (y) prior to the [**] anniversary of Product Introduction, Licensee may only credit Recoupable Payments in an amount not in excess of [**] of the royalty payments, pursuant to Section 4.2 below, in excess of [**] in any quarter, payable with respect to the applicable royalty period,and (z) subsequent to the [**] anniversary of Product Introduction, Licensee may only credit [**] of the royalty payments, pursuant to Section 4.2 below, in excess of [**] in any quarter, payable with respect to the applicable royalty period.4.2 Current Royalties. As partial consideration for the grant of the License, Licensee shall pay to Licensor a royalty on each sale of a Licensed Device or Product by Licensee or any of its sublicensees (under clause (a) of Section 1.3 above) in an amount equal to the following applicable percentage (based on whether the License applicable thereto is exclusive or non-exclusive on the date of sale thereof) of the Net Receipts from the sale of such Licensed Device or Product (the Royalty ). Each Royalty (a) so long as the License with respect to Licensed Devices is exclusive, shall be paid quarterly, within 45 days after the last day of the quarter during which the sale giving rise to such Royalty occurred, or (b) upon such license becoming non-exclusive, shall be paid monthly, within 15 days after the last day of each month, based on Licensee’s reasonable estimate of the sales giving rise to a Royalty during such month. Notwithstanding the foregoing, the monthly royalties payable pursuant to clause (b) above with respect to a successive three month period may not be less than the actual average monthly royalties paid (after adjustment, as described below) with respect to the immediately preceding successive three month period. Licensee shall calculate the actual royalties payable pursuant to clause (b)above for each successive three month period during which such Royalties are payable, and shall pay such Royalties, less the estimated Royalties paid with respect to such period, to Licensor within 45 days after the end of such period. In the event Licensee overpays Royalties with respect to any period and gives Licensor written notice of such overpayment, and a calculation, in reasonable detail, of such overpayment, Licensee shall have the right to credit such overpayment against subsequent payments of Royalties. Each payment of Royalties (after any such crediting) hereunder shall be reduced by the amounts creditable against such Royalties, as provided in Section 4.1 above.[**]4.3 Cancellation of Exclusivity. At any time after the [**] anniversary of the Effective Date, Licensee may cause the License with respect to Licensed Devices to become non-exclusive, by giving Licensor written notice of its cancellation of the exclusive nature of such license, 15 months after Licensor’s receipt of such written notice. Upon Licensor’s receipt of such written notice, the minimum advance monthly royalty payment described in Sections 4.1 above shall be reduced to [**]. After such 15 month period has run, Licensor shall no longer be obligated to pay any such advance royalties and shall no longer be entitled to credit any RecoupablePayments not then credited.4.4 Set-Off. In the event Licensor does not timely pay any amount it is obligated to pay to Licensee under this Agreement and fails to cure such failure within 20 days of receiving written notice, in reasonable detail, of such failure, Licensee shall have the right to set-off against such past due amount any royalty payment it is obligated to pay to Licensor, up to the amount of such past due amount. Notwithstanding any implication to the contrary herein, Licensee’s set-off rights shall not permit it to avoid its obligations to pay advance minimum monthly royalties pursuant to Section 3.1 and 4.1 above.4.5 Deferral. In the event a Third Party Claim, in the form of the filing and serving of a complaint instituting a legal proceeding, is initiated, Licensee shall have the right to defer the payment to Licensor of Royalties otherwise payable under Section 4.2 above after such initiation (up to the aggregate damages claimed in such complaint, if a specific amount of damages is claimed in such complaint) until such legal proceedings are dismissed, the defendant(s) therein is granted a judgment in its favor (including, without limitation, summary judgment) on all claims therein, or such legal proceedings are settled (collectively, a Terminating Event ). All such deferred Royalty payments shall be paid into an escrow account,in the name of Licensor and Licensee, at a bank reasonably acceptable to Licensor and shall be invested in a succession of 90-day certificate of deposits until payable under this Section 4.5 to Licensor and/or Licensee. Upon the occurrence of a Terminating Event, all funds in such account shall be paid to Licensor within 30 days thereafter. Licensee shall grant Licensor a first priority perfecting security interest in the funds in such account, pursuant to a security agreement and other required documentation reasonably acceptable to Licensor. Licensee shall be entitled to draw upon the funds in such account to the extent necessary to reimburse it for any amounts to which it is entitled under Section 3.2 of Exhibit A hereto in connection with such legal proceedings if Licensor fails to pay such amounts within 30 days of receiving a written notice, in reasonable detail, setting forth the components, by dollar amount and description, of such amounts. Notwithstanding any implication to the contrary herein, Licensee’s deferra l rights shall not permit it to avoid its obligations to pay advance minimum monthly royalties pursuant to Section 3.1 and 4.1 above.4.6 Most Favored Nations Pricing. In the event Licensor enters into a written agreement to license any of the Technology with respect to any Product pursuant to a grant substantially the same as the grant in Section 1.1(b) above, but with a royalty rate with respect to such Product which is lower than the royalty rate for Products hereunder during the period of exclusivity for Licensed Devices, theroyalty rate hereunder for any Product sold by Licensee which would be covered by the terms and conditions of such grant (a Comparable Product ) shall be decreased to the royalty rate for such Product under such written agreement with respect to sales of such Comparable Product during the period commencing with the first month with respect to which Licensor is required to pay a royalty on a sale of such Product and ending with the month immediately succeeding the month in which the exclusive License with respect to Licensed Devices ceases to be in effect.5. Cancellation. After Tapeout, but prior to Product Introduction, Licensee shall have the right to cancel this Agreement by giving Licensor written notice, received by Licensor during such period, of such cancellation. Such cancellation shall be effective three months after Licensor receives such written notice (the Cancellation Date ). In the event Licensee cancels this Agreement in this manner, (a) the License shall terminate, and Licensee (subject to Section 8 hereof) shall have no right to develop, manufacture or sell any Licensed Device or any Product or to use the FPGA Architecture after the Cancellation Date, (b) no further Advance Royalties shall be payable by Licensee hereunder, (c) Licensee shall have no right to recover any Recoupable Payments, and (d) Licensor, as a condition to the effectiveness of such cancellation, shall be granted the licenses described below. Prior to the Cancellation Date, and as a condition to its effectiveness, Licensee shall provide Licensor with a writtenlicense (to become effective on the Cancellation Date), in a form reasonably acceptable to Licensor and Licensee, granting Licensor a perpetual, royalty-free, worldwide, non-exclusive license, for all uses and purposes (except as noted below), with a right to sublicense, to the Joint Technology, and Licensee’s object code (for internal use only, with no right to sublicense) with respect to the FPGA Architecture. Notwithstanding any termination of this Agreement and the License, the rights and licenses of Licensee’s sublicensees shall survive, subject to the continued payment by Licensee of the royalties specified in Section 1.3 hereof; provided, however, Licensor shall cooperate with License e, at Licensee’s request, and Licensee shall cooperate with Licensor, at Licensor’s request, to convert any sublicensee of Licensee to a direct licensee of Licensor and the terms of Licensee’s sublicenses shall provide for such conversion.6. Exclusivity of License. The License with respect to Licensed Devices shall be exclusive so long as each of the following conditions to exclusivity are met by Licensee. In the event any of such conditions are not met, such license shall become non-exclusive at the election of the Licensor, notice of which change has been given to Licensee.(a) The following minimum annual Net Receipts from sales ofLicensed Devices and Products must be achieved during each of the 12-month periods, described below, beginning with the first day of the month immediately subsequent to the month in which the [**] and each subsequent anniversary of the date of Product Introduction occurs; provided, however, in the event any of such minimum annual Net Receipts are not achieved during any such 12-month period, Licensee may retain exclusivity with respect to Licensed Devices if it pays Licensor percentage royalties on the short-fall from the amount of such minimum annual Net Receipts in such period, at the applicable exclusive rate in Section 4.2 above, within 45 days after the end of such period.[**](b) The minimum advance royalty payments paid pursuant to Section 4.1 above (after all applicable crediting of Recoupable Payments) shall be [**] per month ([**] per month, beginning with the [**] year after Product Introduction).7. Termination for Breach. Either party shall have the right to terminate this Agreement in its entirety in the event of a material breach by the other party of any of its obligations hereunder. In the event a party does materially breach any of its obligations hereunder,the other party may effect such termination by giving the breaching party written notice of its intent to terminate this Agreement, which notice shall specify, in reasonable detail, the nature of such breach. Such termination shall occur 30 days following the effectiveness of such notice, unless the breaching party cures such breach prior to the expiration of such 30-day period; provided, however, that (a) if such breach is not curable, such termination shall occur upon the effectiveness of such notice, and (b) if such breach is curable, but does not relate to the payment of any sum of money or to Section 1.3 above, is not capable of being cured within such 30-day period, and the breaching party commences engaging in all reasonable efforts to cure it after receiving such notice and continues to engage in such efforts until it is cured, a termination of the Agreement with respect to such breach many not occur unless the breaching party fails to cure such breach within 90 days following the effectiveness of such notice. Notwithstanding the foregoing, in the event Licensor gives Licensee written notice, claiming that Licensee has failed to pay royalties hereunder on products sold by Licensee, and Licensee gives Licensor written notice that it does not believe that it is obligated to pay such royalties and the reasons, in reasonable detail, for such belief, within the 30-day period after the effectiveness of such notice from Licensor, such dispute shall be submitted to arbitration pursuant to Section 7.18 of Exhibit A hereto. This Agreement may not be terminated during the pendency of such arbitration as a result of the claimed breach to be resolved in such arbitration.8. Sell-Off Period. Any Licensed Devices manufactured pursuant to the License prior to the termination of this Agreement may be sold pursuant to the terms and conditions of this Agreement within 18 months from the date of such termination.9. Sale of Licensor. During the period that the License with respect to Licensed Devices is exclusive, (a) Licensor shall not solicit a purchase of the Technology, all or substantially all of its assets or all of its outstanding voting securities, (collectively, a Purchase ), and (b) Licensee shall have a right-of-first-refusal with respect to any Purchase, as described below. In the event Licensor receives a written offer with respect to a Purchase that it is willing to accept, it shall give Licensee written notice of the material terms and conditions of such offer (the Offer Notice ). Licensee shall have the right to make such Purchase in the event it (x) gives Licensor written notice that it is willing to make such Purchase, on such material terms and conditions, within ten days of receiving the Offer Notice, (y) enters into a definitive agreement with respect to such Purchase, which includes such material terms and conditions and such other terms and conditions as are normal with respect to such a transaction, within 20 days of receiving such agreement from Licensor, and (z) consummates such transaction pursuant to the terms and conditions of such agreement. If Licensee fails to timely meet any of suchconditions, Licensor shall have the right to consummate such Purchase on such material terms and conditions, taken as a whole.10. Confidentiality of Agreement. The terms and conditions of this Agreement shall be deemed to constitute Confidential Information, as defined in Section 4 of Exhibit A hereto, of each of the parties, and shall be subject to all of the terms and conditions of such section; provided, however, Licensee may disclose any such terms and conditions, as permitted by such section or with the approval of Licensor, which shall not be unreasonably withheld or delayed.11. Continuation of Business. So long as the License with respect to Licensed Devices is exclusive and Licensor does not have the right to terminate this Agreement pursuant to Section 7 above, Licensor shall not wind up its affairs, liquidate or dissolve without Licensee’s written consent, which shall not be unreasonably withheld or delayed.12. Additional Covenant. Licensee shall not unilaterally terminate its consulting relationship with Ben Ting, Peter Pani or Richard Abraham until the last to occur of (a) the License with respect to Licensed Devices ceasing to be exclusive, and (b) anaggregate of _________ shares of Licensee’s Common Stock subject to options granted under the consulting agreements between Licensee and Ben Ting, Peter Pani and Richard Abraham having vested. Licensee shall not unilaterally terminate its employment relationship with Ben Ting, Peter Pani or Richard Abraham unless and until the License with respect to Licensed Devices ceases to be exclusive.13. Other Terms and Conditions. Exhibit A attached hereto, which contains additional definitions, terms and conditions, is hereby incorporated in, and made a part of, this Agreement.Each of the parties has caused this Agreement to be executed and delivered by its duly authorized representative as of the date first written above.LICENSOR LICENSEEAAA, Inc. BBB CorporationBy:_________ By:_________Name:_________ Name:_________Title:_________ Title:_________[**]=CONFIDENTIAL TREATMENT REQUESTEDLicense Agreement许可协议-WHEREAS, CCC is a wholly-owned Subsidiary (such and other capitalized terms having the meanings assigned thereto in Section 1 below) of BBB, which in turn is a wholly-owned Subsidiary of AAA;WHEREAS, AAA, BBB and CCC are currently involved in the initial planning stages of a project pursuant to which CCC will construct, own and operate inter alia a manufacturing plant to manufacture Wafers using high-volume semiconductor wafer fabrication processes and an adjoining research and development center, each of which is to be located in _________(state), Germany (collectively referred to as the Plant andWHEREAS, AAA and BBB are entering into an BBB WaferPurchase Agreement (as amended, supplemented or otherwise modified from time to time, the BBB Wafer Purchase Agreement ), pursuant to which, among other things, AAA will agree to purchase from BBB, and BBB will agree to supply on an exclusive basis to AAA, all Products as are ordered from time to time by AAA from BBB, in each case on the terms and conditions of the BBB Wafer Purchase Agreement; andWHEREAS, concurrently herewith, BBB and CCC are entering into an CCC Wafer Purchase Agreement (as amended, supplemented or otherwise modified from time to time, the CCC Wafer Purchase Agreement together with the BBB Wafer Purchase Agreement, the Wafer Purchase Agreements ), pursuant to which, among other things, BBB will agree to purchase from CCC, and CCC will agree to manufacture and sell to BBB, on an exclusive basis, such Products, all on the terms and conditions of the CCC Wafer Purchase Agreement; andWHEREAS, concurrently herewith, AAA and BBB are entering into an BBB Research, Design and Development Agreement (as amended, supplemented or otherwise modified from time to time, the BBB Research Agreement ), and BBB and CCC concurrently herewith are entering into an CCC Research, Design and Development Agreement (as amended, supplemented or otherwise modified from time to time, the CCC Research Agreement together with the BBB Research Agreement, the Research Agreements )pursuant to which BBB will provide certain research, design and development Services and Design Activities relating to semiconductor products to AAA, and pursuant to which BBB will obtain CCC’s assistance in providing such Services and Design Activities, in each case on the terms and subject to the conditions of the relevant Research Agreement; andWHEREAS, in furtherance of the CCC Research Agreement, all rights, title and interest in and to the Developed Intellectual Property shall at all times be vested solely in AAA; andWHEREAS, it is a condition to the parties entering into the Purchase Agreements that AAA grant to CCC a perpetual, royalty-free, non-exclusive license to use the Developed Intellectual Property at the Plant to design, develop, manufacture, use, distribute and sell products other than the Products, all on the terms and subject to the conditions contained herein; andWHEREAS, concurrently herewith, CCC is entering into that certain Loan Agreement (the Loan Agreement ) among Dresdner Bank AG, as Agent and Security Trustee (the Agent ), and certain other financial institutions named in the Loan Agreement, pursuant to which such institutions will make loans from time to time to CCC on the terms and conditions set forth therein; andWHEREAS, as the capital stock of CCC and all or substantiallyall of CCC’s property and assets are being pledged as security for the full and timely performance by CCC of all of its obligations under the Loan Agreement, the parties wish to clarify certain questions relating to the ownership of various intellectual property used in the operation of the Plant and/or developed by CCC under the CCC Research Agreement and to identify certain permitted uses of the Plant and such intellectual property following termination of the Service Agreements.NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:Section 1. Definitions. The following terms shall, unless the context requires otherwise, have the respective meanings assigned to them as follows:(a) Affiliates means, with respect to any Person, a Person which, directly or indirectly, controls, is controlled by, or is under common control with, such other Person; and, for purposes of this definition, the concept of control, with respect to any Person, signifies the possession of the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership ofvoting securities, the possession of voting rights, by contract, or otherwise; provided that FASL shall be deemed to be an Affiliate of AAA for purposes of this Agreement;(b) Agent means Dresdner Bank AG, as Agent under the Loan Agreement, including any successor to Dresdner Bank AG in that capacity;(c) EEE Companies means the Subsidiaries of AAA other than CCC;(d) CCC Persons means the directors, officers, employees, self-employed consultants or sub-contractors, and agents of CCC;(e) Banks means, collectively, the Agent and the other financial institutions named in the Loan Agreement.(f) Beneficiary shall mean each of the Banks, any receiver appointed to operate the Plant and any third party purchaser of the capital stock of or all or substantially all of the assets of CCC;(g) Confidential Information means confidential technical information relating to the Proprietary Product Know-how or to the design, manufacture, use and sale of Products and Improvements as well as other non-public business information relating to AAA and the EEE Companies, including, but not limited to, non-public business plans, marketing plans, sales data and customer lists; provided that such information is of a nature that would be treated by a reasonable recipient under arms-length circumstances as confidential, regardless of whether provided in writing or orally;(h) Design Activity means the activities of CCC to provide the Services, including without limitation to research, design and develop custom circuits, schematics and layouts and such other activities as shall from time to time be requested of it pursuant to the CCC Research Agreement;(i) Developed Intellectual Property means all intellectual property, including, but not limited to, ideas, conceptions and inventions (whether or not patentable, reduced to practice or made the subject of a pending patent application), copyrights (whether or not registered), copyrighted or copyrightable works, mask works or registrations thereof, software, semi-conductor topography rights, know-how, trade secrets, manufacturing and production processes。
LicenseAgreement
最终用户许可协议 - 注册版本1. 许可证- 如果你收到并且（或者）使用了 ACD 系统有限公司（“ACD”）的软件，就代表你已经接受了以下许可证协议，并受该协议条款约束。
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该协议是 ACD 系统有限公司（ACD Systems Ltd. 以下简称公司）和购买、使用这份 ACD 软件的单位和个人（以下简称用户）之间的具有法律效力的文件。
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若需分销本软件，请和以下地址联系：网址: /邮件: channelsales@传真: 1 (866) 544 0291 (北美免费)传真: 1 (250) 544 0291 (国际)3. 用户协议3.1 使用-您只能在您所购买的许可证的数量内或硬件所附带的软件数量内使用本软件，若需额外使用本软件，必须重新购买许可证，详情请通过电子邮件和我们联系. 除您之外，其他人不能使用、复制、或试用本软件。
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不能将本软件用于展示、传播包含色情、种族主义、低级趣味、淫秽、诽谤中伤、污辱性质的资料。
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无论是下载并运行该软件还是将软件安装在计算机上都被视为使用，如果你将软件安装在一个多用户平台或网络上，每一个单独用户都必须购买一份许可证，或者购买一份多用户许可证。
ENDUSERLICENSEAGREEMENT最终用户许可协议本最终用户
END U SER L ICENSE A GREEMENT最终用户许可协议本最终用户许可协议（“协议”）系 S ys-‐Tech S olutions, I nc. 在新泽西州运营的 S ystech I nternational (“Systech”) 与同意本协议的个人或实体（“被许可人”或“您”）之间具有约束力的协议。
请仔细阅读本协议的条款与条件。
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打开或使用软件的任何部分即表示您同意本协议。
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本软件及其所有拷贝、修改或合并内容的所有权归 S ystech 或其许可人所有。
1.许可授权。
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您随时可以终止此协议，只需您销毁所有软件相关的拷贝以及任何形式存在的相关文档与材料即可。
计算机软件许可合同中英文
计算机软件许可合同中英文Computer Software License Agreement计算机软件许可合同This Computer Software License Agreement (the "Agreement") is entered into by and between [Licensor], a company organized and existing under the laws of [Country], having its principal place of business at [Address] (the "Licensor"), and [Licensee], a company organized and existing under the laws of [Country], having its principal place of business at [Address] (the "Licensee").本计算机软件许可合同（以下简称“本合同”）由[许可方全称]，一家根据[国家]法律设立并具有合法存在的公司，注册地址位于[地址]（以下简称“许可方”），与[被许可方全称]，一家根据[国家]法律设立并具有合法存在的公司，注册地址位于[地址]（以下简称“被许可方”）共同缔结。
1. Definitions1. 定义1.1 "Software" shall mean the computer program(s) listed in Exhibit A, including any updates, modifications, or enhancements thereto, and any accompanying documentation.1.1 “软件”指附录 A 中列明的计算机程序，包括其任何更新、修改或增强版本，以及任何随附的文档。
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I. II. 中文版 - 最终用户许可协议 English - End User License Agreement
I. 中文版 - 最终用户许可协议 在使用本软件之前，请仔细阅读这份最终用户许可协议（下称“协议”）。
用户须知 – 一经收到并/或使用 ACD SYSTEMS LTD. (“ACD”) 的这套软件，即表明您同意遵守下文用户协议之规 定。本协议是 ACD 与本软件的购买者、用户或试用者（“您”）之间达成的一份具有法律约束力的协议文件。如 果您不同意接受此协议的约束，请立即从计算机中删除本软件，如果适用，还请立即通过邮递形式将您拥有的本软 件的任何副本、相关文档以及包装归还至 ACD 公司。 1. 定义 –“软件”指附带此“协议”的计算机软件程序，并包括提供的任何软件用户手册、参考手册、安装指南或 其任何部分，不论是电子还是印刷形式，也不论其承载介质如何。“使用”本软件表示您已经在计算机或类似设备 上加载、安装或运行本软件。“备份副本”指仅为存档目的而给本软件创建的一份不可转让的副本，并且未在任何 计算机或工作站（或多用户站点许可证中规定的用户数）上安装或使用此副本，在紧急情况下使用备份不在此例。 “试用版”表示在最长三十 (30) 天的时间（“试用期”）内，不必购买许可证也可以试用此软件的试用版。 2. 软件许可证 2.1 授予 – 依据本“协议”之各项条款，ACD 兹授予您有限、不可转让且不得再授权的非独占许可证，准许您根 据本“协议”以及您同 ACD 达成的任何其它书面协议之规定使用或试用本软件的目标代码版本。ACD 并未将本软 件的所有权转让至您的名下；授予您的许可证也并不表示将本软件出售给您。 2.2 安装与使用 – 您应自行负责本软件的安装。您使用本软件的许可限制为您已购买的许可证数量。如需有关购买 本 软 件 更 多 许 可 证 的 详 细 信 息 ， 请 联 系 授 权 经 销 商 或 填 写 以 下 在 线 表 格 直 接 与 ACD 联 系 ： /。您不得允许其他人使用、复制或试用本软件的任何副本。其他人可以通过以下网站获得一 份本软件：/。 2.3 使用限制 - 使用本软件时，您必须遵守所有适用法律之规定，不得将其用于任何非法用途。除前述条款规定的 限制之外，使用、展示及散发本软件时，不得连带色情、种族主义、低级趣味、淫秽、诽谤中伤及侮辱性质的资料， 并严格禁止将本软件用于散播任何针对宗教、民族传统、人种、性向或年龄等的各种仇恨、歧视和偏见。本软件每 一份已授权的副本可以在一台计算机或工作站上使用。如果将本软件安装到多用户平台、服务器或网络上，本软件 的每个用户都必须单独获得许可证，或是已包含在多用户或多站点许可证之中。他人不得使用或安装您拥有的本软 件的副本。未经 ACD 公司事先书面同意，严格禁止分配、再授权、销售或散发本软件的副本。任何分配、销售、 共享、 租赁、 租借、 租用、 转让本软件或将其放上网络之行为均违背本 “协议” 您同意应 ACD 公司要求， 。 给予 ACD 公司仅出于确保符合本“协议”之目的在正常工作时间到您现场检查之便利。 2.4 转让 – 除非本协议中另有许可，否则除制作一份“备份副本”供紧急情形下使用外，不得复制、共享、散发、 转售、提议转售、转让或再授权本软件及在此授予的许可证，无论是全部或其一部分。如需有关再发行本软件的详 细信息，请访问 CD 的名称与代表本软件的商标、徽标及图形文件不得以任何形式用于推广使用本软件开发 的产品。本软件包含有版权保护的资料、商业机密及其它财产资料。您不得将本软件的内容直接或间接递交、泄露 或携带给任何第三方。您不应、也不应试图对本软件进行修改、反向工程、反汇编或反编译，也不得篡改或删除任 何表示 ACD 拥有本软件所有权的任何知识产权或版权声明或标识。您不得基于本软件之全部或其一部分来创造任 何衍生性产品。ACD 独家保留本软件的所有权利、产权、利益以及在此涉及的所有相关知识产权。本软件受法律 保护，包括但不仅限于加拿大版权法与国际版权法条款。ACD 保留在此未明确授予的所有权利。 2.6 责任限制 - 对于因使用本软件所导致或与之有任何联系的任何索赔、司法程序及费用，您必须免除 ACD 及其 员工、代理和经销商的责任，使之不受任何侵害并为之辩护。在任何情况下（包括但不仅限于疏忽），不论依据任 何合约、侵权行为或含疏忽在内的任何法理，对于因使用或无法使用本软件或在此涉及的任何其它材料、或其供应 或性能所导致或与之有任何联系的任何后果型、直接、间接、特殊、累积或惩罚性损失赔偿（包括但不仅限于利润 损失、无法使用、业务中断、信息或数据丢失的损失赔偿），ACD 及其员工、代理、供应商或分销商概不承担任 何责任，即便 ACD 事先已被告知这类损害的可能性。ACD 及其供应商的唯一与全部的赔偿责任仅限于按照本软件 的购买价格（最高金额是您支付的金额与 ACD 所列建议零售价两者间的较小者）对您进行补偿，以换取您退还本 产品、所有副本、注册文件以及构成您将许可证转让回 ACD 的所有材料。仅当本软件系从 ACD 直接购买，才适用 此补偿条款。如果您从经销商、分销商、零售商或任何第三方购买了本软件，您兹此同意一切由该方面负责并且您 可以直接从该方面索取退款。 2.7 担保 – 本软件“照原样”提供给被许可人，不提供任何形式的表示、担保或条件。ACD 不就本软件作出任何 表示、担保或提供任何条件，并明确排除所有明示、暗示、口头或书面之表示、担保或条件，其中包括但不仅限关 于适销性、特定用途之适合性的任何暗示担保或条件。ACD 不担保本软件可持续运转或没有错误。 2.8 出口规范 – 您同意仅在符合 “美国出口管理法” 以及将使用本软件的任何其它国家的出口法律与限制的情况下， 才出口、转让或发运本软件。根据本“协议”授予您许可证的前提之一是：必须符合适用出口控制法之规定，并且 您同意在未能符合本节规定的情况下许可证将被撤销。 2.9 管辖法律 - 本协议仅受加拿大不列颠哥伦比亚省法律、加拿大适用法律（排除任何涉及法律条文冲突的法则） 以及“联合国商品销售合同惯例”与国际商品销售法 (B.C.) 之管辖。您兹此不可撤销地同意所有纠纷毫无例外应 由加拿大不列颠哥伦比亚的维多利亚法院审理，并应选择该地任何有资格的上诉法院提请上诉。如果任何条款被认 为不合法、已作废或无执行效力，则应从本“协议”中删除该项条款，而不至影响任何其它条款的有效性与执行效 力。 2.10 终止 - 如果您未能遵守本“协议”的任何条款与条件，将导致本“协议”及在此授予的许可证立即自动终止。 您同意在出于任何原因终止本 “协议” 时立即终止使用本软件并销毁其所有副本。 您所引起的财务责任 （包括本 “协 议”）并不随本“协议”之过期或终止而终止。 3. 试用版软件 3.1 试用版使用 -在“试用期”内，不必购买许可证即可试用本软件的试用版。在“试用期”到期之日或之后，要 继续使用本软件，则必须从 ACD（或授权经销商、分销商）处购买许可证；否则必须在“试用期”结束时立即从 计算机中删除本软件及任何“备份副本”。如需有关购买许可证以使用本软件的详细信息，请咨询“ACD 客户服 务部”。 3.2 试用版散发 – 本软件的“试用版”可自由散发，但：(a) 散发时必须仅包含 ACD 提供的原始存档文件。您不得 在散发的存档文件中修改、删除或添加任何文件，也不得以任何方式修改本软件；(b) 此试用版软件的有限试用期 性质不得有任何错误的表达； 除合理的包装费用及其它开销外， (c) 不得向此试用版软件的接收人收取任何费用； (d) 在散发此试用版之前，必须事先以电子邮件或书面形式按照 ACD 公司网站 /上的电子邮件地
本软件的有些部分采用“Microsoft Windows 多媒体技术” 。(C) 1999-2002 Microsoft Corporation 版权所有。保留 所有权利 本 产 品 包 含 由 Adobe Systems Incorporated 授 权 的 DNG 技 术 。 如 需 有 关 详 细 信 息 ， 请 访 问 ： /products/dng/main.html。保留所有权利。 TIFF 支持基于 LibTIFF，(C) 1988-1997 Sam Leffler 版权所有，(C) 1991-1997 Silicon Graphics, Inc 版权所有。在本“软 件”及其相关文档的所有副本中，都必须出现本声明。未经 Sam Leffler 与 Silicon Graphics 事先专项书面许可，不 得在软件的任何相关广告或宣传中使用 Sam Leffler 与 Silicon Graphics 这两个名称。本软件“按现状”提供，不作 任何明确、 暗示或其它形式的担保， 其中包括但不仅限于对于适销性或适合于特定用途的任何担保。 在任何情况下， 对于由使用或执行本软件所引起或连带引起的任何特殊、意外、间接损害或任何种类的后果型损害，或由于无法使 用、数据丢失或利润损失而导致的任何损害，不论是否已被告知有可能发生损害，也不论依据何种赔偿责任法理， Sam Leffler 与 Silicon Graphics 概不承担任何赔偿责任。
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址通知 ACD 公司，如果要以其它介质或软件形式散发本软件，则必须获得 ACD 公司的事先书面同意。要获得事先 书面同意，请与 ACD 公司联系。您可能会被要求随时向 ACD 公司报告此试用版软件已散发的份数。 4. 注册 4.1 注册 - 要注册本软件，可以执行以下操作之一：1) 填写印刷的注册卡（如果适用）并投递给 ACD；2) 通过本 软件内提供的注册屏幕（如果适用）在线提交注册信息；或者是 3) 通过 ACD 的 Support（技术支持）页面在线提 交注册信息 / 作为注册用户，您将可以选择接收一些有用的信息，以及针对 ACD 客户的电子 邮件优惠信息，此外还有 ACD 的每月新闻快讯，为您提供一些提示、技巧、更新及优惠价格。 4.2 数据使用之认可 - 您同意作为向您提供产品支持服务的一部分，ACD 可以通过各种方式收集并使用同本软件有 关的信息。ACD 也可以使用这些信息来向您通知可能有用或可能有兴趣的资料。您可以通过以下两种方式之一选 择不再从 ACD 接收这些通知： 1) 从您接收的任何电子邮件中直接退订；或是 2) 访问我们的首选项中心 /，其中列出您所订阅的出版物，并允许您退订或更改首选项（向 ACD 提交电子邮件地址并得 到处理后，即可登录到首选项中心）。本软件包含的一些组件可用于激活并促进某些特定 Internet 服务的使用。您 认识到并同意 ACD 可以检查您正在使用的本软件的版本，并提供本软件的升级或修订包。要收到这些升级或修订 包，在得到提示时您必须同意下载。您不必非得下载 ACD 提供的本软件的任何升级或修订包。要查看 ACD 隐私政 策，请访问：/。 4.3 通则 – 此文各项条款构成双方之间的整个“协议”，并应取代双方之前就本协议主题达成的任何口头或书面期 望、理解、交流、表示及协议。如果本“协议”的任何条款出于任何原因无法执行或无效，这类无法执行或无效不 应影响本“协议”其余条款的执行效力或有效性，并应同本“协议”的其余条款分离开。诠释本文任何条款的真正 含义时，应使用本“协议”的英文版。 5. 第三方声明 – 本软件也包含 ACD 的供应商提供的软件，这些软件应依据下面复制的声明进行使用，您认识到 并同意这些声明连同其余条款一起构成本“协议”。 此软件的有些部分基于“独立 JPEG 专家组”的部分工作成果。 此软件包含的有些图像代码为美国佛罗里达州 Tampa 的 Pegasus Imaging 公司所拥有并保留所有权利。 CD/DVD 刻录软件根据 Padus, Inc. - / 授予的许可证开发。 MPEG 1 编 解 码 器 由 MainConcept AG 提 供 。 © 1999/2000-2006 MainConcept AG. 版 权 所 有