Exhibit 99.1
LICENSE AGREEMENT
This Agreement is effective February 1, 1975, by and between Xxxxxx X.
Xxx and C. Xxxxxx Xxxx (hereinafter referred to as LICENSOR) and SPSS, Inc., an
Illinois corporation (hereinafter referred to as LICENSEE).
WHEREAS, LICENSOR has adopted and used the words SPSS and STATISTICAL
PACKAGE FOR THE SOCIAL SCIENCES as trademarks and service
marks for computer programs and computer programming services; and
WHEREAS, LICENSOR is the owner of the marks SPSS and STATISTICAL
PACKAGE FOR THE SOCIAL SCIENCES; and
WHEREAS, LICENSEE is desirous of using said marks for computer
programs and computer programming services, and for its trade name;
NOW, THEREFORE, in consideration of one dollar paid by LICENSEE to
LICENSOR and of the mutual covenants contained herein, and other valuable
considerations, it is agreed as follows:
1. LICENSOR hereby grants to LICENSEE the exclusive right and license
to use the words SPSS and STATISTICAL PACKAGE FOR THE SOCIAL SCIENCES,
hereinafter referred to as the LICENSED MARKS, as trademarks and service marks
for computer programs and computer programming services throughout the entire
world, including the right to grant non-exclusive sublicenses, subject to the
terms of this Agreement.
2. LICENSOR hereby grants to LICENSEE the exclusive right and license
to use any of the LICENSED MARKS as a trade name for the business of producing
and distributing computer programs and computer programming services and hereby
ratifies the adoption of LICENSEE's trade name, subject to the terms of this
Agreement.
3. The nature of each of the goods and services on which the LICENSED
MARKS are to be used by LICENSEE or any sublicensees shall have the approval of
the LICENSOR.
4. LICENSOR will furnish or direct the LICENSEE and any sublicensee in
the standards of quality for each of the goods and services on which the
LICENSED MARKS are marked, and LICENSEE agrees to meet standards of quality so
established by the LICENSOR and to insure that any sublicensee meets the same
standards of quality. The LICENSOR shall be the sole judge of whether or not the
LICENSEE and any sublicensee has met or is meeting the standards of quality so
established.
5. LICENSEE agrees to allow LICENSOR's authorized agent at any and all
times during regular business hours to enter the LICENSEE's premises where the
goods and services are being manufactured and carried out to inspect the same,
and to secure similar provisions from any sublicensee.
6. LICENSEE shall obtain the approval of LICENSOR with respect to all
signs, labels, packaging material, advertising or the like bearing the LICENSED
MARKS prior to the use thereof, and shall secure similar provisions from any
sublicensee.
7. LICENSEE agrees not to use a xxxx identical with or confusingly
similar to the LICENSED MARKS except as permitted by the license herein granted,
and to secure similar provisions from a sublicensee.
8. If LICENSEE violates any provisions of this Agreement, LICENSOR may
terminate the exclusive license granted herein, or if any sublicensee violates
any provisions of this Agreement, LICENSOR may terminate, through LICENSEE if
desired, the non-exclusive sublicense granted that sublicensee, by giving notice
in writing to the LICENSEE of the
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violation. In the event that LICENSEE or its sublicensees do not correct or
eliminate the violation within ninety (90) days from the date of receipt of said
notice, the exclusive license or the non-exclusive sublicense respectively shall
terminate at the end of said ninety (90) days.
9. This Agreement shall terminate automatically, at the option of
LICENSOR, in the event of receivership or bankruptcy of the LICENSEE. LICENSEE
shall secure a similar provision from any of its sublicensees.
10. In the event of termination of this Agreement, LICENSEE agrees to
discontinue immediately all use of the LICENSED MARKS and to deliver to
LICENSOR, free of any charge, all signs, labels, packaging material, advertising
or the like bearing the LICENSED MARKS that are then in the possession of
LICENSEE, and LICENSEE shall secure similar provisions from any sublicensee.
LICENSEE further agrees to discontinue the use or any confusingly similar use of
the LICENSED MARKS in LICENSEE's trade name.
11. LICENSEE agrees that nothing herein shall give the LICENSEE or any
sublicensee any right, title or interest in or to the LICENSED MARKS (except the
right to use the LICENSED MARKS in accordance with this Agreement), that the
LICENSED MARKS are the sole property of the LICENSOR, and that any and all uses
by the LICENSEE and the sublicensees of the LICENSED MARKS shall inure to the
benefit of the LICENSOR. This paragraph shall survive the termination of this
Agreement.
12. This Agreement is personal and may not be assigned by LICENSEE
without the written consent of the LICENSOR.
13. This Agreement shall be construed in accordance with the laws of
the state of Illinois.
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IN WITNESS WHEREOF, the parties have signed this Agreement on the
date(s) indicated below.
Date 30 Sept 76 /s/ Xxxxxx X. Xxx
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XXXXXX X. XXX
Date 30 Sep 76 /s/ C. Xxxxxx Xxxx
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C. XXXXXX XXXX
SPSS, INC.
Date 30 Sept 76 By /s/ illegible
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ATTEST:
/s/ C. Xxxxxx Xxxx
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