Minnesota Software Evaluation Agreement

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                             This Software Evaluation Agreement is used by a software developer to grant a limited
                             license for the purpose of evaluating software. This agreement enables the licensee to use
                             the software in a specific manner to determine whether it meets the requirements of the
                             licensee and/or its customers. It does not give the licensee any ownership interest in the
                             software and protects the licensor's intellectual property rights in the software. This
                             document contains many of the standard provisions that are commonly included in these
                             types of agreements, and it may be customized to address the specific needs of the parties.
                             This should be used by a software company located in Minnesota that licenses software for
                             evaluation purposes only.
             ®




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                         SOFTWARE EVALUATION AGREEMENT


This Software Evaluation Agreement and the Schedules attached hereto (collectively, the
"Agreement") is made as of this ________ [Month] __ [Date], 20__, (“Effective Date”) by and
between ______________________ [Instruction: Insert the name of Licensor] (the
“Licensor”), having its principal place of business at _______________________________
[Instruction: Insert the address of Licensor],         and                ______________________
[Instruction: Insert the name of Licensee] (the “Licensee”), having its principal place of
business at_______________________________ [Instruction: Insert the address of Licensee],
hereby agree as follows:


   1. DEFINITIONS
   a) The term "Software" used herein is defined as machine-readable, machine-executable
       versions of the Software specified in Schedule A and related materials, including
       Documentation, media, binders, and printed materials, and any copies or portions thereof.
   b) The term "Documentation" refers to all manuals, specifications, drawings, and
       instructions furnished to Licensee for use with the Software.
   c) The term "Designated Site" used herein shall mean the address where the Licensee is
       authorized to use the Software, as identified in Schedule A.
   d) The term "License Fees" means the license fee(s) payable by Licensee pursuant to
       Section 5 of this Agreement.


   2. LICENSE GRANT
   In consideration for the license and the rights granted herein, Licensee agrees to the terms
   and conditions set forth herein.


   Licensor grants to Licensee a personal, non-transferable, limited License to use the Software
   at the "Designated Site", as specified in Schedule A.




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   3. TERM
   The evaluation period shall begin as of the date this License is executed by Licensor, and
   shall remain in effect for the term specified in Schedule A hereto, unless terminated as
   provided herein.


   Licensee may request an extension to the evaluation period, which Licensor may grant at its
   sole discretion.


   4. TITLE
   This Agreement does not give Licensee any title or interest in the software. Licensor
   represents and Licensee agrees that the software and all copyright, patent, and other
   intellectual proprietary rights therein are the sole property of Licensor.


   5. LICENSE FEES
   As consideration for the evaluation license to use the Software granted to Licensee herein,
   Licensee shall pay to Licensor the License Fees set forth in Schedule A.


   6. PROTECTION
   Licensee shall not disclose any Software in any form to any third party without permission
   from Licensor.
   Licensee agrees to protect the Software in a manner consistent with the protection afforded
   its own proprietary information.
   Licensee agrees to maintain and reproduce if necessary all Licensor’ trademarks, proprietary
   notices, and copyright legends appearing on the Software and related materials.
   The existence of any trademark or copyright notice on the Software products, their containers
   or on terminal screens shall not be construed as an admission or presumption that the
   software products have been made publicly available.
   Licensee agrees that access to and use of Software will be restricted to those persons who
   require it in the course of evaluation.




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   7. USE OF SOFTWARE
   The Software is to be used only enable Licensee to determine whether the Software meets the
   requirements of the Licensee and/or its customers.
   Licensee shall not print, or copy, in whole or in part, any Software licensed under this
   Agreement, except for safekeeping and backup purposes.
   All copies and modified versions of the Software shall be subject to the terms and conditions
   of this Agreement.
   Licensee agrees not to reverse engineer, disassemble or decompile the Software in whole or
   in part or otherwise attempt to reproduce the source code thereof or its equivalent.


   8. EXPIRATION/TERMINATION
   Within ___________ (___) [◊ ten (10)] days of termination or expiration of this Agreement,
   Licensee will at its expense, return to Licensor all materials provided under this Agreement.
   If materials cannot be returned, Licensee shall notify Licensor in writing, and shall pay to
   Licensor the fair market value for such materials.


   Any breach by Licensee of the obligations imposed by this license shall be deemed to be a
   default. In the event of default, this license may be terminated. Such termination shall
   become effective upon Licensee’s receipt of notification from Licensor. Within
   ___________ (___) [◊ ten (10)] days of such notice, Licensee shall provide written
   certification that the Software and all information and data relating to said Software stored in
   any CPU or other storage medium or facility which cannot be delivered to Licensor has been
   purged.


   9. LIMITED WARRANTY
   Licensor warrants that (a) it is presently the true and lawful owner of the Software and that it
   does not infringe upon the rights of anyone, and, (b) During the term of this Agreement,
   Licensor will have the full power and authority to license the Software to Licensee and
   convey all other rights and licenses granted to Licensee under this Agreement.




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   EXCEPT AS STATED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT
   WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE
   IMPLIED       WARRANTIES          OF     MERCHANTABILITY               OR   FITNESS         FOR   A
   PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THE PERFORMANCE
   OR RESULTS


   LICENSEE MAY OBTAIN BY USING THE SOFTWARE AND RELATED MATERIALS
   LICENSED HEREUNDER.


   10. LIMITATION OF LIABILITY
   LICENSOR WILL NOT BE OBLIGATED OR RESPONSIBLE FOR ANY LOSS OR
   DAMAGE INCLUDING BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL
   DAMAGES SUCH AS INTERRUPTION OF BUSINESS OR ANY LOSS OF BUSINESS
   OR PROFITS, OR ANY EXPENSE EXPERIENCED BY LICENSEE OR ANY THIRD
   PARTY ARISING OUT OF ANY DEFECT IN OR FAILURE OR INADEQUACY OF
   PERFORMANCE OF ANY PRODUCT OR SERVICE FURNISHED BY LICENSOR
   HEREUNDER. THIS LIMITATION ON LIABILITY SHALL SURVIVE TERMINATION
   OF THIS AGREEMENT.


   11. CHOICE OF LAW; ATTORNEY’S FEES
   This Agreement shall be governed by and construed and enforced in accordance with the
   laws of United States of America. . The parties agree that any legal action or proceeding with
   respect to this Agreement may be initiated only in the courts located at Minnesota. By
   execution of this Agreement, the parties submit to and accept with regard to any such action
   or proceedings the exclusive jurisdiction of such courts. If any legal action or proceeding is
   initiated, the prevailing party shall be entitled to all attorney fees, court costs, and expenses in
   addition to any other relief to which such prevailing party may be entitled. The United
   Nations Convention on Contracts for the International Sales of Goods shall not apply to this
   Agreement.




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   12. ASSIGNMENT
Licensee may not assign this agreement or any rights or obligations hereunder without the prior
written consent of Licensor. Subject to the above restriction on assignment, this agreement shall
inure to the benefit of and bind the successors and assigns of the parties.


   13. MISCELLANEOUS
a) Publicity Rights. Client expressly grants Service Provider the right to include Client as a
   customer on Service Provider’s website or other promotional material in relation to the
   Software for marketing purposes. Client can deny Service Provider this right at any time by
   submitting a written notice, requesting to be excluded from promotional material. Upon
   receipt of such notice, Service Provider will remove any reference to Client from such
   promotional material within ___________ (___) [◊ thirty (30)] days and make no further
   reference to Client.
b) Severability. If any term, provision, covenant or condition of this agreement is held invalid
   or unenforceable for any reason, the remainder of the provisions shall continue in full force
   and effect as if this agreement had been executed with the invalid portion thereof eliminated.
c) No Waiver. The failure by any party to exercise any right provided for herein shall not be
   deemed a waiver of any right hereunder.
d) Effect of Termination. Sections 9 (Limited Warranty), 10 (Limitation of Liability),
   11(Choice of Law; Attorney’s fees), and this Section 13 shall survive the expiration or
   termination of this Agreement.
e) Entire agreement; Modifications. This Agreement constitutes the entire agreement between
   Client and Service Provider with respect to the subject matter hereof, and supersedes all
   proposals, oral or written, and all other communications between the parties with respect to
   such subject matter. This Agreement shall not be modified, except by written agreement
   signed by the parties hereto.
f) Force Majeure. Service Provider shall not be liable for and shall be excused from any
   failure to deliver or perform or for delay in performance due to causes beyond its reasonable
   control, including but not limited to, work stoppages, shortages, civil disturbances, terrorist
   actions, transportation problems, interruptions or power or communications, failure or
   suppliers or subcontractors, natural disasters or other acts of Nature.



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IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first
stated above.




LICENSOR:                                                      LICENSEE:
Name: ______________________                                   Name: ____________________
Address: ____________________                                  Address: __________________
          ____________________                                            ____________________


Signature: __________________                                  Signature: _________________
E-mail: ____________________                                   E-mail:      _________________
Date: ______________________                                   Date:        _________________




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                                          SCHEDULE A




   a. The following Software is to be provided under this Agreement:
       Name ____________________________________________


       Brief Description
       ________________________________________________________________________
       ________________________________________________________________________
       _______________________________________________________________________.


   b. DESIGNATED SITE(S):
       ______________________________________________
       ______________________________________________
       ______________________________________________.


   c. Term: __________ (__) days.




   d. License fees: FREE




ALL SOFTWARE PROVIDED HEREUNDER IS TO BE DESTROYED OR PURGED
FROM LICENSEE’S SYSTEM UPON TERMINATION OR EXPIRATION OF THIS




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   8

				
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Description: This Software Evaluation Agreement is used by a software developer to grant a limited license for the purpose of evaluating software. This agreement enables the licensee to use the software in a specific manner to determine whether it meets the requirements of the licensee and/or its customers. It does not give the licensee any ownership interest in the software and protects the licensor's intellectual property rights in the software. This document contains many of the standard provisions that are commonly included in these types of agreements, and it may be customized to address the specific needs of the parties. This should be used by a software company located in Minnesota that licenses software for evaluation purposes only.
This document is also part of a package Essential Minnesota Legal Documents 144 Documents Included