License agreement_dicos by lizzy2008


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									                                         License Agreement

This Agreement is entered into this ___ day of ______, <year>, (the “Effective Date”) between Fast
Search & Transfer ASA (“FAST”), a Norwegian corporation with offices at Stoperigata 2, P.O. Box
1677 Vika, NO-0120, Oslo Norway, and ________________________, (“Company”), a
_______________corporation with offices at __________________________________________.

WHEREAS, Company has developed certain machine-readable versions of <language> dictionaries,
consisting of all base forms and inflectional forms with information on part of speech, and
morphological information, (the ”Licensed Material”); and

WHEREAS, FAST wishes to obtain the right to use the Licensed Material for development purposes
and to distribute the Licensed Material as part of its products and services;

NOW THEREFORE, in consideration of the foregoing, and the covenants contained herein, the
parties agree as follows:
1.      Upon FAST’s payment of the first instalment of the fee set forth in Section 7 below,
Company will make available machine-readable versions of the Licensed Material to FAST. The
Licensed Material shall consist of all base forms and inflectional forms with information on part of
speech, and morphological information. Company grants FAST a perpetual, non-exclusive right and
license to use the Licensed Material on the terms and conditions set out herein.

2.      FAST can use the Licensed Material as follows: (i) to develop linguistic functionalities, which
include but are not limited to stemming, lemmatisation, spell-checking and terminology extraction;
and (ii) to include the Licensed Material as a component in FAST’s commercial products and
services, which are sold or licensed by FAST, directly or indirectly through resellers or other
middlemen. In addition, FAST may grant third parties the right to integrate FAST’s commercial
products containing the Licensed Material into such third parties’ commercial products and sell such
products, or services powered by such products, to others. Notwithstanding the foregoing, the
Licensed Material shall not be sold, in whole or in part, in its original form, other than as explicitly
set forth in this Agreement.

3.     FAST owns all rights to the products, services, solutions and improvements thereto that are
developed through use of the Licensed Material as contemplated hereunder.

4.       FAST shall be entitled to yearly updates of and additions to the Licensed Material, during the
first three years of this Agreement. For subsequent years FAST shall have an option to continue to
get updates and additions by paying Company’s then-current maintenance and support fee.

5.      "Company warrants that the Licensed Material conforms to the Specifications set forth in
Exhibit 1 attached hereto [[needs to be attached]. Should FAST find Errors in the Licensed Material,
FAST's notice to Company will identify the Errors, and Company will correct such Errors and deliver
the corrected Lexicon Databases to FAST (within one month after the notice). It is agreed and
acknowledged between the parties that Company will provide correction work in the following
amounts as needed: :

- up to five (5) days during the first contract year
- up to three (3) days during the second contract year
- up to two (2) days during the third contract year
“Error” means any bug, error, defect, non-conformity, or linguistic error in the Licensed Material that
are in conflict with the specification in Exhibit 1 attached hereto. A “linguistic error” is an error that
is not orthographically, morphologically and/or syntactically in agreement with the norms of the
language as they apply to the standard written variant of that language.

6.      Company warrants that the Licensed Material will not infringe any third parties’ intellectual
property, ownership or industrial rights. If a third party brings a claim that the Licensed Material or
parts of the Licensed Material infringes any third party intellectual property, ownership or industrial
rights, Company will, at its expense indemnify and hold harmless FAST against any resulting
damages, liabilities and costs and shall provide FAST with a right to continued use, or make
replacements or modifications in order to make the Licensed Material non-infringing.

7.     FAST shall pay Euro ___________ for the Licensed Material.

8.      FAST may assign the whole or any part of its rights under this Agreement to any affiliate, or
to any third party, provided in such case that the acquiring party agrees in writing to be bound by all
the terms of this Agreement.

9.      This Agreement, its interpretation, performance or any breach thereof, will be construed in
accordance with, and all questions with respect thereto will be determined by the laws of the
Kingdom of Norway. Both parties irrevocably submit any disputes under this Agreement to the
jurisdiction of Oslo City Court (Oslo tingrett). Notwithstanding the foregoing, before a party brings
suit in a court of law, it shall first make good faith efforts to engage the other party in settlement
discussions and the other party shall make good faith efforts to participate in such discussions.
Settlement discussion shall be carried out in the English language.

10.    This Agreement is signed in duplicate originals, of which each party will retain one original.

11.      FAST grants Company the right to refer to FAST as a customer of Company in presentations
to prospective customers of Company. However, any written materials making reference to FAST or
its products or services (including but not limited to marketing materials and press releases), must
first be submitted to FAST for approval, such approval not to be unreasonably withheld.



Fast Search & Transfer ASA

John Markus Lervik, Chief Executive Officer

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