LIMITED SOFTWARE LICENSE AGREEMENT

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LIMITED SOFTWARE LICENSE AGREEMENT Powered By Docstoc
					                         Appendix C to DIR Contract No. DIR-SDD-1010

                              SOFTWARE LICENSE AGREEMENT
                                 BETWEEN [CUSTOMER], and
                              ACS ENTERPRISE SOLUTIONS, INC.


This Software License Agreement (“License Agreement”) is made and entered into by
_______________ (“Customer”) located at, __________, and ACS ENTERPRISE
SOLUTIONS, INC. (“ACS”), located at 2800 West Mockingbird Lane, Dallas, TX 75235,
referred to individually as Party and collectively as Parties

WHEREAS, ACS owns the rights and possesses the intellectual property to certain computer
software products (“Products”) from which ACS derives substantial independent economic
value; and

WHEREAS, ACS desires to supply Customer with licensing rights to said Products under the
terms and conditions set forth in this License Agreement; and

WHEREAS, ACS further desires to supply Customer with related [ ________ ] services under a
separate but related service agreement to be negotiated by and between the Parties (the “Service
Agreement”); and

WHEREAS, Customer desires to obtain licensing for the use of the defined computer software
Products and access to related services covered under the ACS-owned copyrights, trademarks,
trade names, patents and intellectual property rights;

NOW, THEREFORE, ACS and CUSTOMER agree as follows:

1. Term. The license granted pursuant to this License Agreement becomes effective upon full
   execution of both (1) this License Agreement, and (2) the related Service Agreement between
   the Parties. This License Agreement shall remain in effect for as long as the associated DIR
   Contract No. DIR-SDD-1010 remains in effect, unless terminated pursuant to Section 7 of
   this License Agreement. Upon termination of this License Agreement (the “Termination
   Date”), the license and all rights granted to Customer under this License Agreement shall
   immediately cease and Customer shall immediately:

  (a)     Subject to compliance with applicable records retention laws and policies, return the
          Licensed Software to ACS, including all associated documentation;
  (b)     To the extent allowed by applicable records retention laws and policies, purge all
          copies of the Licensed Software and any portions thereof from all CPUs and storage
          media and devices on which Customer has placed or allowed others to place the
          Licensed Software, and
  (c)     Certify to ACS in writing that Customer has complied with its obligations under this
          Section.

2. License Granted. Subject to the terms and conditions contained in this License Agreement,
   ACS grants Customer a limited, nonexclusive, nontransferable, revocable, fully paid-up
   (until the Termination Date) license to use the software listed in Attachment A (hereinafter
   the “Licensed Software”). This license authorizes Customer to use, store, transmit or display
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Software License Agreement

    the Licensed Software solely for its own internal business purposes on a single central
    processing unit (“CPU”) designated by Customer. In the event that the Licensed Software is
    no longer used on the original CPU, then Customer may use the Licensed Software on
    another CPU, as long as only one production instance is in place at any given time.
    Customer shall not use the Licensed Software other than as provided in this License
    Agreement. ACS shall own all rights and title to the Licensed Software provided by ACS
    under this License Agreement, and ACS reserves all rights not expressly granted to Customer
    in this License Agreement. Customer recognizes that the Licensed Software provided by
    ACS to the Customer is subject to the proprietary rights of ACS. The Customer agrees with
    ACS that the ACS Licensed Software is a trade secret of ACS, is protected by civil and
    criminal law and by the law of copyright, and is very valuable to ACS and that its use and
    disclosure must be carefully and continuously controlled. The Customer further understands
    that operator manuals, training aids, and other written materials for such ACS Licensed
    Software are subject to the Copyright Act of the United States.

3. Charges. All applicable charges pertaining to the Licensed Software, including any license
   fees and associate service costs will be specified in Section 4.B. of the DIR Contract No.
   DIR-SDD-1010 between the Parties.

4. Prohibition against Assignment. Customer may not sublicense, rent, lease, lend, or
   otherwise assign Customer’s rights to the Licensed Software.

5. Additional Software Module Licenses. This License Agreement applies to updates or
   supplements to the original Licensed Software provided by ACS, unless ACS provides other
   terms along with the update or supplement. Customer’s right to updates or supplements, and
   the pricing associated therewith, shall be as specified in the DIR Contract No. DIR-SDD-
   1010.

6. Limitation on Reverse Engineering, Decompilation, Derivative Works and Disassembly.
   Customer shall not (1) create or allow any other person or entity to create any derivative
   work or product based on or derived from the Licensed Software, or related data models or
   documentation, or (2) modify the Licensed Software, or any related data models, or
   documentations, without the prior written consent of ACS. Customer may not reverse
   engineer, decompile, or disassemble the Licensed Software, except and only to the extent that
   it is expressly permitted by applicable law notwithstanding this limitation.

7. Termination. Termination shall be in accordance with Section 10.B. of Appendix A of the
   DIR Contract No. DIR-SDD-1010.

8. Export Restrictions. Customer acknowledges that Product is of U.S. origin. Customer
   agrees to comply with all applicable international and national laws that apply to the
   Licensed Software, including the U.S. Export Administration Regulations, as well as end-
   user, end-use and destination restrictions issued by U.S. and other governments.

9. Limited Warranty. ACS warrants for a period of ninety (90) days from the date of delivery
   of the Licensed Software that, under normal and correct use and without unauthorized
   modification, the Licensed Software will substantially conform to the features and functions
   described in its accompanying software documentation, and that the software documentation
   contains the information ACS deems necessary to use the program. During this ninety (90)
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Software License Agreement

    day period, ACS shall, at its option, either (a) return of the price paid (if any) for the
    Licensed Software, or (b) repair or replace the Licensed Software. EXCEPT AS
    EXPRESSLY PROVIDED ABOVE, THE LICENSED SOFTWARE AND ITS
    ASSOCIATED SOFTWARE DOCUMENTATION, AND ALL UPDATES TO OR
    SUBSEQUENT VERSIONS OF THE LICENSED SOFTWARE ARE PROVIDED “AS IS”
    WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER
    INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES
    CONCERNING THEIR COMPLETENESS, ACCURACY OR OPERATION. ACS
    HEREBY EXPLICITLY DISCLAIMS ALL FURTHER WARRANTIES OF ANY KIND,
    WHETHER EXPRESS OR IMPLIED WITH RESPECT TO THIS LICENSE
    AGREEMENT, THE LICENSED SOFTWARE AND ITS ASSOCIATED SOFTWARE
    DOCUMENTATION, AND ALL UPDATES TO OR SUBSEQUENT VERSIONS OF THE
    LICENSED SOFTWARE, OR ANY SERVICES OR APPLICATIONS PROVIDED BY
    ACS TO CUSTOMER IN CONNECTION WITH THE LICENSED SOFTWARE OR THIS
    LICENSE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
    WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
    PURPOSE, ANY WARRANTIES RELATING TO QUALITY OR PERFORMANCE, AND
    ANY WARRANTIES OF QUIET ENJOYMENT. ACS cannot and does not warrant that the
    functions contained in the Licensed Software will meet the Customer’s requirements or that
    the operation of the Licensed Software will be uninterrupted or error-free, and ACS shall not
    be liable for either of the foregoing conditions. Any supplements or updates to the Licensed
    Software, including without limitation, any (if any) service packs or fixes provided to
    Customer after the expiration of the ninety day limited warranty period are not covered by
    any warranty or condition, express or implied.

10. Indemnification by ACS. Infringement shall be in accordance with Section 9.A.2) of
    Appendix A of the DIR Contract No. DIR-SDD-1010. In the event of any such claim or
    action, ACS shall have the option to either; 1) modify the Licensed Software so as to render
    it non-infringing so long as it continues to conform to the specifications and warranties
    herein; or 2) procure for Customer the right to continue using the Licensed Software. Any
    such indemnification under this Section shall be contingent upon Customer 1) promptly
    notifying ACS in writing of any claim or action of which indemnification is sought; and 2)
    immediately ceasing use of the Software upon notice of any such claim or action.

11. Limitation of Liability. THE AGGREGATE LIABILITY OF ACS ARISING FROM OR
    RELATING TO THIS LICENSE AGREEMENT (REGARDLESS OF THE FORM OF
    ACTION OR CLAIM – E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE,
    INDEMNIFICATION AND/OR OTHERWISE), IS LIMITED TO $25,000. ACS SHALL
    NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
    CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY HAVE
    BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACS IS NOT
    RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE
    SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE
    COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. This provision does not
    apply to indemnification claims under Section 10 (Indemnification by ACS).

12. Non-Disclosure. Customer acknowledges that the Licensed Software and associated
    documentation contains proprietary, trade secret and confidential information belonging to
    ACS. All rights, title and interest held by ACS in the Licensed Software and all updates
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Software License Agreement

    thereto and copies thereof, including translations or compilations or partial copies, are
    reserved to and will at all times remain with ACS. Customer shall not, to the extent
    authorized by the Texas Public Information Act, (i) disclose the Licensed Software or the
    ideas, techniques and concepts contained therein to any third party without the prior written
    consent of ACS, or (ii) copy the Licensed Software or any portion thereof except as specified
    in this License Agreement. Customer agrees to hold the Licensed Software in confidence, to
    maintain the Licensed Software in a secure environment and take all reasonable precautions
    to maintain security in order to prevent unauthorized use or disclosure. The Customer shall
    inform its employees having access to the Licensed Software of the Customer’s limitations,
    duties and obligations regarding nondisclosure and copying of the Licensed Software.
    Customer agrees to maintain the integrity of all copyright, trade secret or other proprietary
    notices of ACS in the Licensed Software and/or affixed to or imprinted on physical media
    and embodiments thereof, and to take no action inconsistent with the copyright and trade
    secret ownership rights of ACS. Customer shall maintain accurate records of the number and
    location of all copies of the Licensed Software and shall promptly provide a current listing to
    ACS upon request.

13. General Provisions.
    (a) Customer acknowledges that the provisions of this License Agreement concerning
    limitations of liability and non-disclosure will survive any termination of this License
    Agreement. To the extent authorized by Texas law and constitution, Customer further
    acknowledges that in the event of Customer’s breach of the non-disclosure provisions ACS
    would suffer irreparable harm and would have no adequate remedy without injunctive or
    other equitable relief.

    (b) The Licensed Software may contain license protection programs. If there is any
    unauthorized use, as defined below, of the Licensed Software, such license protection
    programs will limit access to the Licensed Software. Unauthorized use is (i) the use of the
    Licensed Software within an unauthorized environment (i.e. an environment other than the
    designated environment set forth in the Service Agreement), (ii) the use of the Licensed
    Software by an unauthorized person, (iii) the use of the Licensed Software following the
    Termination Date, (iv) any reverse compiling or reverse engineering of the Licensed
    Software, or (v) any attempt to disable the license protection programs.


IN WITNESS WHEREOF, the duly authorized representatives of the Parties have caused this
License Agreement to be executed in duplicate copies, as of the effective date indicated below.

 CUSTOMER                                    ACS ENTERPRISE SOLUTIONS, INC.



 By                                          By

 Name                                        Name

 Title                                       Title

 Date                                        Date
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Software License Agreement


                                 Attachment A

                              Software Description



Name of Software             Description




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