Example License Agreement - DOC

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					     ACADEMIC NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT FOR HDR SHOP


        THIS AGREEMENT is between the UNIVERSITY OF SOUTHERN CALIFORNIA,
(hereinafter University) a California nonprofit corporation with its principal place of business at
University Park, Los Angeles, California 90089, and ______________________, an individual residing at
_________________________________________ (hereinafter Licensee).

WHEREAS, University is the owner of certain computer programs and supporting documentation arising
from research funded in part by the U.S. Government; and

WHEREAS, Licensee desires to license the intellectual property and supporting documentation.

NOW, THEREFORE, in view of the above premises and in consideration of the terms and conditions set
forth below, University and Licensee agree as follows:


1.          DEFINITIONS

           1.1         "Author" shall collectively mean Paul Debevec, Chris Tchou and Timothy Hawkins.

           1.2         "Object Code” means machine-readable, executable code of a computer program.

           1.3         "Effective Date" means the date as of which this Agreement is duly executed by both
parties.

      1.4    "Licensed Program" means a computer program in object code form which embodies
“HDR Shop 2.0”, as defined in USC File No. 3177.


2.         LICENSE GRANT

        2.1      Subject to the terms and conditions, as set forth in this Agreement, and subject to the
receipt by University of the License Fee, University hereby grants to Licensee a nontransferable, non-
exclusive license to use the Licensed Program in Object Code form for non-commercial, non-revenue
generating, academic uses only. This license is for a single copy of the Licensed Program. Licensee may
not copy the Licensed Program, with the exception for the limited purpose for use as a back-up copy.
Licensee is strictly prohibited from allowing use by or distributing to any third parties.

        2.2    The Licensee agrees not to knowingly duplicate, provide, or otherwise make available the
Licensed Program or any other material provided in support of the Licensed Program, including but not
limited to documentation and the Licensed Program code, in any form, to any person, party, or entity
without the prior written consent of University. Such prohibitions shall not apply to disclosure or
duplication by the Licensee to its employees and consultants to the extent that such disclosure is
reasonably necessary to the Licensee's use of the Licensed Program. Licensee agrees not to reverse
engineer, decompile or disassemble the Licensed Program.


3.         LICENSE FEE

           3.1         For the rights and privileges granted under this Agreement and subject to the terms and


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conditions of this Agreement, Licensee will pay to University a license fee amount of Ninety-Nine
Dollars ($99) (such license fee amount, the “License Fee”) within fifteen (15) days of the Effective Date,
and in any event prior to the delivery of Licensed Program.



4.         DELIVERY AND INSTALLATION

         4.1     University shall make available one (1) copy of the Licensed Program to Licensee within
fifteen (15) days after University receives the License Fee.

       4.2             Licensee shall be solely responsible for installation of the Licensed Program on its
equipment.


5.         TERM AND TERMINATION

       5.1      The term of this Agreement shall commence on the Effective Date and shall continue for
two years, unless terminated in accordance with the provisions of this Paragraph.

         5.2     Upon any material breach or default by Licensee, University shall have the right to
terminate this Agreement and the rights and license granted hereunder by sixty (60) days notice by
certified mail to Licensee. Such termination shall become effective unless Licensee has cured any such
breach or default prior to the expiration of the sixty (60) day period.

        5.3     Licensee may terminate this Agreement upon ninety (90) days written notice by certified
mail to University.

           5.4         No fees shall be returnable upon the termination of this Agreement.

         5.5     Upon termination of this Agreement for any reason, nothing herein shall be construed to
release either party of any obligation which matured prior to the date of such termination.

           5.6         Surviving any termination are:

                       5.6.1        Any cause of action or claim of Licensee or University, accrued or to accrue,
                                    because of any breach or default by the other party.
                       5.6.2        The provisions of Paragraphs 7 and 8.

           5.7         Upon termination Licensee shall:

                       5.7.1        delete the Licensed Program from all other software into which it had been
                                    merged;

                       5.7.2        immediately deliver to University or destroy all copies of the Licensed Program
                                    and support materials; provided that, upon University's written consent, Licensee
                                    may retain one copy of the Licensed Program for archive purposes only;

                       5.7.3        erase all copies of the Licensed Program from any storage media before
                                    discarding the storage media;



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                       5.7.4        within one month after the termination of this Agreement, certify in writing to
                                    University that, to the best of the Licensee's knowledge, all copies of the
                                    Licensed Program have been returned or destroyed.


6.          WARRANTIES

           6.1         University warrants that the Licensed Program is an original work of authorship.

      6.2  THE LICENSED PROGRAM IS FURNISHED TO LICENSEE AS-IS. UNIVERSITY
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF
EXAMPLE, BUT NOT LIMITATION, UNIVERSITY MAKES NO REPRESENTATIONS OR
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR
THAT THE USE OF THE LICENSED PROGRAM COMPONENTS OR DOCUMENTATION WILL
NOT INFRINGE ANY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS.
UNIVERSITY SHALL NOT BE HELD LIABLE FOR ANY LIABILITY NOR FOR ANY DIRECT,
INDIRECT OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY CLAIM BY LICENSEE
OR ANY THIRD PARTY ON ACCOUNT OF OR ARISING FROM THIS AGREEMENT OR USE OF
THE PROGRAM.

           6.3         Nothing in this Agreement shall be construed as:

                       6.3.1        a warranty or representation that anything made, used, sold or otherwise disposed
                                    of under any license granted in this Agreement is or will be free from
                                    infringement of patents, copyrights and trademarks of third parties;

                       6.3.2        conferring rights to University to use in advertising, publicity or otherwise, the
                                    name of Licensee or of its employees, subsidiaries or sublicensees; or

                       6.3.3        conferring rights to Licensee to use in advertising, publicity or otherwise, the
                                    name of the "University of Southern California" or its employees.


7.         INDEMNIFICATION

         7.1      Licensee shall defend, indemnify and hold harmless University and its trustees, officers,
professional staff, employees and agents and their respective successors, heirs and assigns (the
"Indemnitees"), against all liability, demand, damage, loss, or expense incurred by or imposed upon the
Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments
arising out of any theory of product liability (including but not limited to, actions in the form of tort,
warrantee, or strict liability) for death, personal injury, illness, or property damage arising from Licensee's
use, sale, or other disposition of the Licensed Program.

        7.2      Licensee agrees, at its own expense, to provide attorneys reasonably acceptable to
University to defend against any actions brought or filed against any party indemnified hereunder with
respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought.
To the extent that any proposed settlement directly affects University, Licensee shall obtain the approval
of University before finally agreeing to such settlement proposal, which consent shall not be unreasonably
withheld.




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8.         MISCELLANEOUS

        8.1      Relationship of the Parties. In rendering performances under this Agreement, Licensee
will function solely as an independent contractor and not as agent, partner, employee or joint venturer
with University.

        8.2     Headings. The headings used herein are intended solely for ease of reference, and are not
intended to describe, construe or interpret this Agreement.

        8.3      Non Waiver. A waiver of any breach of any provision of this Agreement shall not be
construed as a continuing waiver of said breach or a waiver of any other breaches of the same or other
provisions of this Agreement.

          8.4     Export. It is understood that University is subject to United States laws and regulations
controlling the export of technical data, computer software, laboratory prototypes and other commodities
(such laws include the Arms Export Control Act, as amended and the Export Administration Act), and
that its obligations hereunder are contingent on compliance with applicable United States export laws and
regulations. The transfer of certain technical data and commodities by Licensee may require a license
from the cognizant agency of the United States Government and/or written assurances by Licensee that
Licensee shall not export data or commodities to certain foreign countries without prior approval of such
agency. University neither represents that a license shall not be required nor that, if required, it shall be
issued. Licensee shall not engage in any activity in connection with this Agreement that is in violation of
any applicable U.S. law.

         8.5     Assignment. Licensee may not assign or transfer this Agreement in whole or part to any
third party without the prior written permission of University, which permission shall not be unreasonably
withheld. Licensee may only assign the entire Agreement to successors of the entire business of the
Licensee if the successor agrees to be bound by this Agreement and prior written notice is provided to
University.

         8.6     Attorney Fees. If any action in law or in equity is brought to enforce or interpret the
provisions of this Agreement, the prevailing party is entitled to reasonable attorney's fees, which may be
set by the court in the same or separate action for that purpose, in addition to any other relief to which the
prevailing party may be entitled.

        8.7     Notice. Any payment, notice or other communication pursuant to this Agreement shall
be sufficiently made or given on the date of mailing if sent to such party by certified first class mail,
postage prepaid, at the respective addresses given below. The parties shall promptly notify each other in
writing of any changes in address.

                              In the case of University:
                                     USC Stevens Licensing Office
                                     University of Southern California
                                     3740 McClintock Ave
                                     Hughes Center EEB 131
                                     Los Angeles, Ca 90089-2561
                                     Attn: Director

                              In the case of Licensee:
                                     __________________________ (contact name)
                                     __________________________ (contact address)


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                                       __________________________
                                       __________________________
                                       __________________________


       8.8    Publications. Nothing in this Agreement shall limit or prevent University or Authors from
publishing any information about the Licensed Program.

        8.9    Severability. If any provision of this Agreement is determined to be invalid or
unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way
affect the validity of enforceability of the remaining provisions hereof.

       8.10 Use of Names. Neither party shall use the name, trade name, trademark or other
designation of the other party in connection with any products, promotion or advertising without the prior
written permission of the other party.

       8.11 Governing Law. This Agreement shall be deemed to be executed and to be performed in
the State of California, and shall be construed in accordance with the laws of the State of California as to
all matters, including but not limited to matters of validity, construction, effect and performance.

       8.12 Entire Agreement. This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof. No amendment of this Agreement shall be binding on the parties
unless mutually agreed to and executed in writing by each of the parties.

       8.13 Limitation of Liability. Except for Licensee’s indemnification obligations herein, to the
maximum extent permitted by law, in no event will either party be responsible for any incidental
damages, consequential damages, exemplary damages of any kind, lost goodwill, lost profits, lost
business and/or any indirect economic damages whatsoever regardless of whether such damages arise
from claims based upon contract, negligence, tort (including strict liability or other legal theory), a breach
of any warranty or term of this agreement, and regardless of whether a party was advised or had reason to
know of the possibility of incurring such damages in advance.



UNIVERSITY OF SOUTHERN CALIFORNIA                               LICENSEE


(Signature)                                                     (Signature)


Randolph Hall                                                   (Print or Type Name)


Vice Provost for Research Advancement                           (Official Title)


(Date)                                                          (Date)




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