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 New York that licenses software for evaluation purposes only.
Docstoc Legal Agreements 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 New York that licenses software for evaluation purposes only. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modifi ed by you or your attorney to meet your specific needs and the laws of your state. Use at your own risk. Docstoc, its employees or contractors who wrote or modified any form, are NOT providing legal or any other kind of advice and are not creating or enter ing into an Attorney-Client relationship. The information and forms are not a substitute for the advice of your own attorney. Use of this document and our service are deemed to be your acknowledgement and agreement to the following: The disclaimers and links on this page and the back page(s); our Terms of Service (http://www.docstoc.com/popterm.aspx?page_id=15), and read more here (http://www.docstoc.com/popterm.aspx?page_id=114) for additional disclaimers and more. You also agree that if you are not the person using the document and services that you will provide such person(s) who will be with these front and back disclaimer pages. This document is not approved, endorsed by, or affiliated with any State, or governmental or licensing entity. Entire document copyright © Docstoc®, Inc., 2010 - 2013. All Rights Reserved 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] (“Licensor”), having its principal place of business at _______________________________ [Instruction: Insert the address of Licensor], and ______________________ [Instruction: Insert the name of Licensee] (“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 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. 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 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’s 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 the Software will be restricted to those persons who require it in the course of evaluation. 7. USE OF SOFTWARE The Software is to be used only to enable Licensee to determine whether the Software meets the requirements of 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 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. 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 New York. 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 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. Licensor expressly grants Licensee the right to include Licensee as a customer on Licensee’s website or other promotional material in relation to the Software for marketing purposes. Licensor can deny Licensee this right at any time by submitting a written notice, requesting to be excluded from promotional material. Upon receipt of such notice, Licensee will remove any reference to Licensor from such promotional material within ___________ (___) [◊ thirty (30)] days and make no further reference to Licensor. 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 Licensor and Licensee 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. Licensee 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 of power or communications, failure of suppliers or subcontractors, natural disasters, or other acts of nature. IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first stated above. LICENSOR: LICENSEE: Name: ______________________ Name: ____________________ Address: ____________________ Address: __________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 ____________________ ____________________ Signature: __________________ Signature: _________________ E-mail: ____________________ E-mail: _________________ Date: ______________________ Date: _________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 SCHEDULE A a. The following Software is to be provided under this Agreement: Name ____________________________________________ Brief Description ________________________________________________________________________ ________________________________________________________________________ _______________________________________________________________________. b. DESIGNATED SITE(S): c. ________________________________________________________________________ ________________________________________________________________________ _______________________________________________________________________. d. Term: __________ (__) days. e. License fees: FREE ALL SOFTWARE PROVIDED HEREUNDER IS TO BE DESTROYED OR PURGED FROM LICENSEE’S SYSTEM UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7
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