Katholieke Universiteit Leuven License Agreement

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Katholieke Universiteit Leuven License Agreement Powered By Docstoc
					                     COMMERCIAL LICENSE AGREEMENT


BETWEEN            : Katholieke Universiteit Leuven, for the purposes of this agreement
                     represented by K.U. LEUVEN RESEARCH & DEVELOPMENT, with
                     headquarters in Belgium at 3000 Leuven, Groot Begijnhof 58-59, and
                     represented by Prof. Dr. ir. K. Debackere, Managing Director and Mr. P.
                     Van Dun, Director,
                     Hereinafter called "K.U. LEUVEN R&D";

AND                : <NAME COMPANY>, with headquarters                in   <ADDRESS>,      and
                     represented by <NAME>, <TITLE>,
                     Hereinafter called "COMPANY";

IT IS PRELIMINARILY STATED THAT:

WHEREAS, University of Antwerp and K.U.Leuven, and more specifically their research groups
on robust statistics have developed a MATLAB library for Robust Analysis;
Whereas, K.U.LEUVEN R&D is entitled to grant access rights on said MATLAB library to third
parties;
WHEREAS, COMPANY is interested in acquiring a license on the MATLAB library, to use the
Software for internal purposes.

THEREFORE IT IS CONVENED THAT:

1. Definitions.

   1.1. "Software" shall mean the LIBRA Matlab library as described on the URL
        http://wis.kuleuven.be/stat/robust/LIBRA.html including Updates and Upgrades.
   1.2. “Updates and Upgrades” shall mean updates and upgrades the Software developed by
        the Research Groups of robust statistics of the University of Antwerp and K.U.Leuven.
   1.3. The term “User” applies to an individual or an entity who installs and uses one copy of
        the LIBRA toolbox on a single computer.

2. License

   2.1. The UNIVERSITY hereby grants COMPANY a non-exclusive, non-transferable license
        to have the Software used within the premises of the COMPANY by a number of Users
        as specified in Exhibit I for research and development purposes. If a COMPANY has
        obtained a license for multiple Users, then COMPANY may at any time have as many
        copies of the Software in use as it has licensed Users. Use means that a copy is loaded
        into temporary memory or installed into the permanent memory of a computer, except
        that a copy installed on a network server for the sole purpose of distribution to other
        computers is not in “use”. COMPANY is responsible for limiting the number of possible
        concurrent users to the number of licensed Users. Each copy of the Software may be
        used on a backup computer (when the original is disabled) or a replacement computer.



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        Replacements may either permanent or temporary, at the same or different site as the
        original computer.
   2.2. COMPANY shall not install the Software or parts thereof on a computing unit used to
        continuously monitor or control an established production process.
   2.3. This license does not comprise the right to incorporate the Software or parts of it into
        (software) products, which are sold or otherwise transferred to third parties.
   2.4. COMPANY shall not sublicense any of its rights to the Software, unless prior written
        agreement of the UNIVERSITY has been obtained.
   2.5. The UNIVERSITY retains the right to the Software. Nothing in this Agreement shall
        preclude the UNIVERSITY from entering into agreements with third parties concerning
        the Software.


3. Ownership

   3.1. The Software is copyrighted and the UNIVERSITY retains all title and ownership to the
        Software.


4. Delivery & Support

   4.1. UNIVERSITY will provide COMPANY the necessary files and information to use the
        Software. The UNIVERSITY will send said files and information by e-mail to the
        address specified in Exhibit 1. The date of said e-mail shall be considered the effective
        date of this Agreement, hereinafter referred to as the Effective Date.
   4.2. Subject to the payment of the maintenance fee of clause 5.2, UNIVERSITY will provide
        COMPANY all relevant Updates and Upgrades on a regular basis.
   4.3. Services not included in or extending beyond the terms of Articles 4.1 and 4.2 and shall
        be subject to the conclusion of a separate agreement between the Parties to this
        Agreement on terms and conditions to be agreed upon.


5. Financial Arrangements

   5.1. As consideration for the license, COMPANY shall pay to the UNIVERSITY a one-time
        fee of 575 EURO per user within 30 days after having received an invoice from the
        UNIVERSITY.
   5.2. COMPANY shall pay the UNIVERSITY a yearly maintenance fee of 150 EURO per
        user. University shall invoice this yearly maintenance fee in January for the running
        calendar year.


6. Third party rights

   6.1. COMPANY will indemnify and hold harmless UNIVERSITY against any damages, costs
        (including attorneys’ fees and costs) or other liability arising from claims that
        COMPANY’s use of the Software as provided under this Agreement, infringe any
        patent, copyright, trade secret, or intellectual property right of any third party. However,


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       in no event COMPANY will have the obligation to indemnify and hold harmless
       UNIVERSITY against any damages, costs or other liability arising from claims solely
       based on agreements between UNIVERSITY and third parties.


7. Warranty

   7.1. The Software is provided "as is" by the UNIVERSITY without warranty of any kind,
        whether express or implied. The UNIVERSITY specifically disclaims the implied
        warranties of merchantability and fitness for a particular purpose.
   7.2. The UNIVERSITY shall not be responsible for any loss, direct or indirect damage or
        other liability incurred by COMPANY or any third party in connection with the Software
        licensed by the UNIVERSITY under this Agreement. Under no circumstances shall the
        UNIVERSITY be liable for any direct, indirect, special, incidental, or consequential
        damages arising out of any performance of this Agreement, whether such damages are
        based on contract, tort or any other legal theory. COMPANY shall defend, indemnify
        and hold harmless the UNIVERSITY from all losses, damages, expenses, costs and
        other liabilities in connection with COMPANY’s use, disclosure or distribution of the
        Software.


8. Term

   8.1. This Agreement is effective from the Effective Date by each of the Parties for a period
        of one year and shall thereafter automatically be renewed for consecutive periods of
        one year, unless terminated by one of the Parties upon given prior written notice, 30
        days before the expiration of each consecutive period.
   8.2. In case of termination in accordance with Article 8.1, the COMPANY will, subject to
        Article 2 maintain the right to use the Software as well as any updates and upgrades
        thereof, which were provided by the UNIVERSITY prior to the sending or mailing date
        of the notice of termination.
   8.3. COMPANY may terminate this Agreement by giving a written notice of termination to
        the University within 30 days after the Effective Date. In case of termination in
        accordance with this Article the COMPANY shall destroy any and all copies of the
        Software as well as of any updates and upgrades thereof.
   8.4. Either Party may terminate this Agreement forthwith by giving a written notice of
        termination to the other Parties :

          if any of the other Parties becomes insolvent or a petition in bankruptcy or for
              corporate reorganization or for any similar relief is filed against that other Party; or
          if any of the other Parties transfers all or substantially all of its business or assets to
              a third Party including, without limitation, by a merger or consolidation; or
          if any of the other Parties breaches any provision of this Agreement and fails to
              cure such breach within thirty (30) days after receipt of notice of such breach from
              any of the non-breaching Parties.
   8.5. No Party shall on termination of this Agreement be relieved of its obligations accrued
        hereunder prior to the date of such termination nor shall any such termination affect any
        rights of a Party accrued prior to the date of termination.



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9. Miscellaneous

   9.1. Any notice authorised or required to be given by either Party under this Agreement shall
        be in writing and shall be deemed to be duly given if left at or sent by registered post or
        facsimile transmission addressed to:
                      K.U. LEUVEN R&D:              <COMPANY>:
       Address:       K.U. LEUVEN R&D               <ADDRESS>
                      Groot Begijnhof
                      Benedenstraat 59
                      B-3000 Leuven
                      Belgium
       Fax:           +32 16 32 65 15               <FAX>
       Attention:     General Director              <TITLE>
       Heading:       Notice regarding LIBRA license

   9.2. Neither Party shall assign this Agreement wholly or partially to any third party without
        the prior written consent of the other Party.
   9.3. Any modifications or supplements to this Agreement shall be in writing and duly signed
        by the Parties hereto to become legally binding.
   9.4. The terms and conditions herein contained constitute the entire agreement between the
        Parties and supersede all previous agreements and understandings, whether oral or
        written, between the Parties hereto with respect to the subject matter hereof.


10. Conflicts

   10.1. In the event of conflicts in the interpretation and/or performance of this Agreement, the
       Parties shall first undertake to settle their differences amicably.
   10.2. If no amicable settlement can be reached any dispute out or in connection with the
       present Agreement shall be finally settled in accordance with the Rules of Conciliation
       and Arbitration of the International Chamber of Commerce by one or more arbitrators
       appointed in accordance with said Rules.
   10.3. The Arbitration shall be conducted in the English language and the place of Arbitration
       shall be Brussels, Belgium.
   10.4. This contract is governed by the laws of Belgium.




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Made in Leuven, in two originals, each of the Parties receiving one original.

SIGNED BY:

Date:                                        Date:

<COMPANY>                                    K.U.LEUVEN R&D



<NAME>                                       Prof. Dr. ir. K. Debackere
<TITLE>                                      Managing Director



                                             Paul Van Dun
                                             Director


                                             For approval:



                                             Prof. Dr. M. Hubert




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Exhibit I


1. Number of users

Please indicate the number of persons who will be using the Software (users): <number>

2. E-mail address

Below please specify the name and e-mail address of at least two persons to which the files
and information required for the installation and use of the Software should be sent:

                    Person 1
                    Name:               <name>
                    E-mail:             <e-mail address>
                    Person 2
                    Name:               <name>
                    E-mail:             <e-mail address>


Please also provide the phone and fax numbers on which these persons can be reached in
case we encounter problems sending e-mails:

                    Person 1
                    Phone:              <phone>
                    Fax:                <Fax>
                    Person 2
                    Phone:              <phone>
                    Fax:                <Fax>




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