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Simple Database License Agreement

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Simple Database License Agreement Powered By Docstoc
					LICENSE AGREEMENT

THIS AGREEMENT is made as of _____ , 19_ (the "Agreement") by and
between _____ with its principal offices located at _____ and
("Licensor"), with its principal office located at_____ .

W I T N E S S E T H

WHEREAS, _____ is engaged in the marketing and sale of financial and
securities information services.

WHEREAS, Licensor has developed and is the proprietor of a database
known as _____________, as more fully described in Appendix A (the
"Database").

WHEREAS, Licensor and _____ desire to have the Database made
available in conjunction with _____'s on-line delivery services.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises hereinafter provided, the parties hereto
agree as follows:

ARTICLE I

DUTIES OF LICENSOR

1.1 Grant. Licensor hereby grants to __________ for the term of this
Agreement (and all renewals thereof) the worldwide right and license
to market the Database in electronic form and to make the Database
available to users ("Users") of __________ 's on-line database
delivery system. [Except as otherwise provided in Section 1.6, the
license granted by Licensor herein shall be a non-exclusive license.]
Nothing contained in this Agreement shall prohibit __________ from
distributing any other database that may compete with the Database.

1.2 Promotional Material and Marketing of the Database. __________
will promote and market the Database to its Users. Licensor agrees
to cooperate with all such marketing efforts.

1.3 Data Processors; Third Party Marketing. __________ shall have
the right to: (a) utilize one or more data processing companies or
other entities ("Data Processor") to perform processing, storage,
technical or marketing services related to the Database, or
__________ may perform such services itself at its discretion; and
(b) utilize Data Processors or other entities to market and make the
Database available to Users.
1.4 Access to Database. Licensor acknowledges that __________ shall
have access to the Database in order to make the Database available
as provided herein. At Licensor's sole expense, Licensor shall
provide __________ access to the Database including all updates
thereto by [what is delivery method? __________ may change the manner
of Licensor's delivery of the Database and updates on 45 days' written
notice to Licensor.

1.5 Updates and Enhancements. Licensor shall use its best efforts
to update the Database with such frequency to ensure that information
on the Database is current, accurate and complete. Licensor shall
offer to __________ any and all improvements, enhancements,
replacements and functional changes it makes in the Database at no
additional charge to . __________ .Updates will be provided to
simultaneously with or prior to their release to any other electronic
vendor or user of the Database and not later than one day after the
mailing of print versions of the Database.

1.6 Non-Compete. Notwithstanding anything contained herein to the
contrary, Licensor agrees that for so long as this Agreement shall
remain in effect, it shall not grant any license, sublicense,
marketing, distribution or similar right with respect to the Database
to any vendor of an electronic database. The parties acknowledge that
the fees payable hereunder by __________ are payable in icensor's
undertaking, as set forth in this Section 1.6, and that __________
would not be willing to market and promote the Database on the terms
contained herein without having obtained the agreement of Licensor
contained herein.)

ARTICLE II

DUTIES OF __________

2.1 Availability of Database. __________ shall make the Database
available to Users domestically and internationally. __________ may
make the Database available as a single service or combined with other
types of services, and, except as otherwise provided herein, on such
terms and conditions as __________ may determine.

2.2 Proprietary Interest. __________ acknowledges that Licensor has
asserted proprietary rights in and to the Database. __________ shall
not, by virtue of this Agreement or by virtue of its access to or
modification of the Database as described in Section 1.5 hereof,
obtain any proprietary rights in or to the Database. __________ shall
not use or transmit the Database except as specifically authorized
by this Agreement.
2.3 Audit and Review. As long as this Agreement is in effect, and
for a one-year period thereafter, __________ shall maintain twelve
(12) months of records with respect to use of the Database. During
normal hours, at reasonable intervals but no more often than
quarterly, and upon reasonable notice, Licensor's independent
auditor may audit and review those records necessary to confirm that
the royalty paid to Licensor is correct. If so requested by _________,
Licensor's independent auditor shall sign a confidentiality
agreement in form and substance acceptable to __________ .


ARTICLE III

PAYMENT TERMS

3.1 Billing and Collection of Fees. __________ shall have
responsibility for the billing and collection from all Users of fees
charged for subscriptions to the Database, provided that __________
shall not be liable in any way to Licensor for the collection of any
such fees that __________ determines are uncollectible.

3.2 Payment. In consideration of Licensor's grant to __________ of
the right and license to distribute the Database in accordance with
Article I above, __________ shall pay Licensor the royalties set
forth in Appendix B attached hereto and made a part hereof. Within
thirty (30) days after the end of each calendar (month] (quarter),
__________ shall remit the appropriate royalty payment in accordance
with __________ 's computation thereof.

3.3 Promotional Use of the Database. __________ shall have the sole
right to determine the fees to be charged to Users for access to and
use of the Database. As a promotional device, __________ may provide
existing or potential Users with access to the Database without
charge for up to $500 worth of usage time, for which time Licensor
shall not receive any consideration therefor. In addition,
__________ may use the Database for internal uses without being
obligated to pay Licensor any compensation for such use.

ARTICLE IV

TERM AND TERMINATION

4.1 Term. This Agreement shall be effective for an initial term (the
"Initial Term") of _____ years, unless sooner terminated pursuant
to this Article IV. The Initial Term shall be renewed automatically
one or more times for terms of one year each (a "Renewal Term"), unless
at least 90 days prior to the date the Initial Term or any Renewal
Term is to expire, either party delivers to the other party written
notice of termination, in which case the Agreement shall expire at
the end of such Term.

4.2 Failure to--Perform. If either party to this Agreement shall fail
to perform or observe any material term, covenant, agreement or
warranty or if any representation contained herein is untrue, the
other party may immediately terminate this Agreement if such failure
is not corrected within 30 days of delivery of written notice thereof
to the other party.

4.3 Bankruptcy and Business Termination. If either party shall cease
doing business, become insolvent or if a petition in bankruptcy shall
be filed with respect to a party, or upon an assignment not permitted
under Section 6.7 below, the other party shall have the right to
immediately terminate this Agreement upon written notice to the other
party.

4.4 Violation of Third Party Rights.In the event of any action against
__________ or a Data Processor on account of any violation or alleged
violation of any third-party copyright, trademark, patent or trade
secret occurring due to the distribution of the Database, __________
may terminate this Agreement upon written notice to Licensor. Such
termination shall not affect Licensor's obligations under Section
5.3.

4.5 Conduct Upon Termination. Upon termination of this Agreement for
any reason, __________ shall cease solicitation of the use of the
Database. __________ shall return to Licensor, erase or destroy any
magnetic tape, magnetic cartridge and any other similar physical
medium including any back-up of the Database.

ARTICLE V

DISCLAIMER AND INDEMNIFICATION

5.1 Disclaimer. __________ MAKES NO WARRANTY, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE MARKETING AND
SALE OF THE DATABASE OR __________ 'S COMPUTER SYSTEM. __________
SHALL HAVE NO LIABILITY RESULTING FROM SUCH PERFORMANCE OR FOR ANY
FAILURE TO PERFORM. Neither party hereto, nor their respective
officers, directors, agents, and employees, shall be liable to the
other party for any indirect, incidental, or consequential damages
(including lost profits) incurred in connection with services
performed under this Agreement.
5.2 Force Majeure. Neither party shall be liable in damages for any
delays or default in performing its obligations hereunder if such
delay or default is caused by matters beyond the reasonable control
of the non-performing party, such as wars or insurrections, acts of
government, strikes, fires, floods, earthquakes, work stoppages,
embargoes and/or inability to obtain materials.

5.3 Indemnification. (a) Licensor shall, at its expense, indemnify
and defend __________ against any claim or action brought against
__________ based on, as a result of, or in connection with (1) any
inaccuracy,omission, defect or mistake in the Database and/or
information furnished hereunder, and (2) any claim that the Database
or any portion thereof infringes any patent, copyright, or other
rights of any third party; and Licensor shall pay any costs, damages,
reasonable attorneys' fees, or other expenses incurred by __________
with respect to any such claim or action, provided __________
notifies Licensor promptly in writing of such claim or action and
permits Licensor to participate fully in the defense and settlement
thereof; and (b) __________ shall, at its expense, indemnify and
defend Licensor against any claim or action brought against Licensor
based on, as a result of, or in connection with (1) any inaccuracy,
omission, defect or mistake in the Database caused by __________ in
the transmission of the Database to any end user thereof; and
__________ shall pay any costs, damages, reasonable attorneys' fees,
or other expenses incurred by Licensor with respect to any such claim
or action, provided Licensor notifies __________ promptly in writing
of such claim or action and permits __________ to participate fully
in the defense and settlement thereof.

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.1 Entire Agreement and Amendment. Together with all written
amendments and schedules, this Agreement constitutes the entire
agreement between Licensor and __________ with respect to the subject
matter addressed herein. This Agreement cannot be modified or
supplemented by oral statements made either before or after execution
of this Agreement. This Agreement shall be binding upon the
parties,their successors, legal representatives and permitted
assigns. __________ and Licensor intend this Agreement to be a valid
legal instrument, and no provision of this Agreement which shall be
deemed unenforceable shall in any way invalidate any other provision
or provisions of this Agreement, all of which shall remain in full
force and effect.

6.2 Best Quality. The Database that Licensor provides or offers to
__________ hereunder shall be of a quality (including but not limited
to content, updates, enhancements, and display clarity) , at least
as high as that offered by Licensor to any other party.

6.3 Use of Trade Names, Trademarks or Service Marks. Neither party
shall use any trade name, trademark or service mark of the other party
in advertisements, promotions, publicity releases or the like except
(i) as expressly authorized in writing by the other party, and (ii)
Licensor will be attributed as the source for the Database in sales
literature, User documentation and on at least one computer screen
whenever the Database is accessed through __________ 's on-line
information service. Licensor shall not unreasonably withhold the
authorization to use its trade names, trademarks and service marks
by __________ in connection with __________ 's distribution services
provided hereunder. All trade names, trademarks and service marks,
and attendant goodwill, now owned by each party shall remain its sole
property and all rights accruing from their use shall inure solely
to the benefit of such party.

6.4 Confidentiality. Each party will preserve the confidential
information of or pertaining to the other party and will not, without
first obtaining the other's written consent, disclose to any person
or organization, or use for its own benefit, any confidential
information of or pertaining to the other party during the term of
this Agreement and after termination.

6.5 Notices. All notices, requests, demands and other communications
under this agreement shall be in writing and shall be deemed to have
been duly delivered if delivered by hand or sent by prepaid registered
or certified mail addressed as follows (or to such other address as
may be designated by a party, in writing, pursuant hereto):

(a) If to: __________

Attn: __________

(b) If to Licensor:

Attn: __________

6.6 Governing Law. This Agreement is made and entered into in the
State of New York and shall be construed according to internal laws,
and not the laws pertaining to choice or conflict of laws, of that
State. The parties hereto, their successors and assigns, consent to
the jurisdiction of the-courts of the State of New York with respect
to any legal proceedings that may result from a dispute as to the
interpretation or breach of any of the terms and conditions of this
Agreement.

6.7 Non-assignability. Nothing in this Agreement shall be deemed to
create an agency, joint venture or partnership relationship between
Licensor and __________ . Except as expressly set forth in this
Agreement, neither party shall have authority to act on behalf of
or bind the other party in any way. Neither party shall assign this
Agreement or delegate any rights or obligations hereunder without
the prior written consent of the other and any attempted assignment
shall be of no effect; provided, however, that either party, upon
written notice to the other, may assign this Agreement or delegate
its obligations under this Agreement to a parent, subsidiary,
affiliate under common control or to any successor to all or
substantially all of its business.

6.8 Due Authorization. Each of __________ and Licensor represents
and warrants that it is authorized to enter into this Agreement and
that there are no outstanding commitments, agreements or
understandings, express or implied, which may or can in any way defeat
or modify the rights conveyed or obligations undertaken by it under
this Agreement.

6.9 Effectiveness. This Agreement shall become effective upon its
execution by both parties.

6.10 Headings. The heading of each Article and Section of this
Agreement is for the purpose of convenience only and shall not affect
the interpretation of any provision hereof.

6.11 Survival of Obligations. Section 2.3 and Article V shall survive
the termination or expiration of this Agreement.


IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer as of the
day and year first above written.




By: ___________________________ By: ___________________________

Title: ________________________ Title: ________________________

Date: _________________________ Date: _________________________

				
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Description: Simple database licensing agreement; can be tweaked to cover other uncomplicated software-licensing needs.
Marcia Blake Marcia Blake COO/VP Marketing http://skyfey.com
About I've never said no to an adventure.