GIGABIT NETWORK TECHNOLOGY LICENSE
(For Research and Educational Purposes Only)
This Agreement is between Washington University, a corporation established by special act of the Missouri General Assembly approved February 22, 1853 and acts amendatory thereto, with its principal offices at Xxx Xxxxxxxxx Xxxxx, Xx. Xxxxx, Xxxxxxxx, 00000 (hereinafter referred to as “University”) and
(hereinafter referred to as “Licensee” and collectively as the “Parties”), and is effective as of the date signed by an authorized representative of both Parties.
WHEREAS, University has developed gigabit network technology (“Technology”) which includes switch and network interface hardware, associated software, documentation and detailed specifications, including source code, VHDL specifications of integrated circuits and printed circuit board schematics and which is distributed as an open research platform to universities and research organizations; and
WHEREAS Licensee desires to obtain the use of Technology for purposes of education and research;
Now therefor, in consideration of the foregoing and of the mutual covenants, terms and conditions contained herein, the Parties agree as follows:
1. Restricted License
University grants to Licensee the right to use its Technology solely for Licensee's internal nonprofit research and academic purposes. This License is nontransferrable, royalty free and non-exclusive.
2. Restrictions on Use
2.1 Licensee agrees that it will not use Technology as part of any commercial product without first obtaining an appropriate license from University. Licensee agrees that it will not rewrite any part of Technology in an alternate form to circumvent the requirement for obtaining a license from University for uses other than internal research and education.
2.2 Licensee may reproduce Technology only for educational, research, backup or archival purposes. Licensee agrees not to remove or destroy notices identifying material as the copyrighted or patented property of University. Licensee further agrees to include such notices in all copies it makes of the material.
2.3 Licensee understands that Technology is proprietary to University and agrees to take all reasonable steps to protect Technology from unauthorized disclosure, copying, use or release. Licensee agrees to take action by instruction, agreement or otherwise with persons allowed to access Technology to satisfy its obligations under this Agreement with respect to use, copying, modification, disclosure, protection and security of Technology.
3. Licensee's Access
Upon execution of this Agreement Licensee will be provided with a password that will enable access to an internet location that contains the software and hardware design information for the Technology.
4. Disclaimer of Warranty
4.1 UNIVERSITY GIVES NO WARRANTIES AND MAKES NO REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, FOR THE DESIGNS AND/OR DOCUMENTATION PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY AND/OR WARRANTY OF FITNESS FOR A PARTICULAR USE.
4.2 University believes it is the owner of Technology. However, University gives no warranties and makes no representation that Technology is free of infringement of third party patent, copyright, or other proprietary rights.
4.3 University's entire liability and Licensee's sole and exclusive remedy with respect to infringement shall be for University, at its sole discretion, to obtain for Licensee the right to continue to use Technology; or, to replace or modify Technology to be non- infringing; or, accept the return of Technology and terminate this Agreement. In the event of any claim of infringement received by Licensee, Licensee shall give University written notice thereof within 10 working days of notification of such claim, and shall provide University with all information, reasonable assistance, and sole authority to defend and/or settle the claim.
4.4 Licensee understands that Technology is a research tool for which no warranties as to capabilities or accuracy are made, and Licensee accepts Technology "as is." University makes no warranties that Technology is free from any harmful code.
4.5 Licensee assumes the entire risk as to the performance of Technology and/or associated materials, and to the performance and validity of information generated using Technology. Licensee agrees that University shall not be held liable for any direct, indirect, consequential or incidental damages with respect to any claim by Licensee or any third party on account of or arising from this Agreement or the use of Technology and/or associated materials.
5. Lack of Maintenance
Licensee agrees to accept Technology on an "as is" basis. Accordingly, University is not required to load Technology onto Licensee's computers, to test for proper operation, to perform any debugging or other corrections, or otherwise maintain Technology at any time. University is not required to provide any updates to Technology if subsequent versions are developed, or to provide any assistance in understanding or using these materials.
6.1 Title to Technology (including copyright), including the original and any copies of Technology which are made hereunder, in whole or in part, shall remain at all times with University. Licensee may not sublicense, sell, assign, or otherwise transfer or allow the transfer of Technology or any portion thereof. Licensee may not reproduce Technology or any portion thereof, except as permitted in Article 2.
6.2 Licensee may modify Technology to adapt same for its own research or educational use having regard to its own particular requirements, and to this extent may merge Technology into other material to form a revised or updated work for research and educational purposes only. The part of any such modification or derivative work that contains any part of Technology subject to this Agreement will be treated the same as Technology. University claims no ownership interest in any portion of such modification or derivative work that is not part of Technology.
6.3 Licensee may distribute modifications of Technology made pursuant to section 6.2 to third parties provided that such third parties have received licenses for Technology from University.
7. University's Right to License Commercially
University shall at all times retain the right, at its sole discretion, to license Technology commercially.
8. Term and Termination
8.1 This Agreement shall be effective as of the date of execution, and shall continue in effect indefinitely until terminated as provided in section 8.2.
8.2 Licensee may terminate this Agreement at any time without cause with thirty (30) days notice, and if so terminated, Licensee shall destroy or return Technology and all copies to University, and shall certify in writing that all copies have been destroyed or returned. University may terminate this Agreement for material breach by Licensee with thirty (30) days' notice. If University makes significant modifications to Technology, discovers significant errors in Technology, or determines that Technology does not serve the purpose for which it has been intended, University may terminate this
Agreement with six (6) months notice, at which time Licensee shall destroy or return all copies of Technology and shall certify in writing that such has been done.
All notices between the parties shall be sent to the following addresses:
Center of Technology Management Attn: X. X. Xxxxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx
Xxxxxx Xxx 0000 Xx. Xxxxx, XX 00000
10. Governing Law
This Agreement shall be construed, governed and interpreted in accordance with the laws of a court of competent jurisdiction.
The provisions of this Agreement are severable, and in the event that any provision of this Agreement is determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions.
12. Restrictions on the Use of Names
Neither party shall use the name of the other party in publications, news release or any other releases of information regarding this License Agreement, or data developed hereunder, without the prior written consent of the other party.
IN WITNESS THEREOF, the parties have executed this Agreement the day and year below first written.
Washington University Name of Institution (Licensee):
Signature of Authorized Official:
Xxxxxx Neighbour, Ph.D. Name of Authorized Official:
Associate Vice Chancellor Title of Authorized Official: for Technology Management
Signature of Recipient Scientist:
Name of Recipient Scientist: