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
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
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
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
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-
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)
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
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.
Software License Agreement
Name of Software Description