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User Software License Agreement

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User Software License Agreement Powered By Docstoc
					                           License Agreement
IMPORTANT:
User agrees, by the act of continuing beyond this screen or use of this software,
that the licensor's grant to user of the right to use and possess this software shall
be subject tot the terms and conditions set forth below.


Do not continue beyond this screen or use this software until you
have read and agreed to the terms of this license agreement.



If you do not agree to accept and abide by the terms of this agreement, you may
not use this software and must promptly return all copies to:

         Babcock Genetics, Inc.
         PO Box 759
         Rochester, MN 55903

Article I
   Grant of License
         Subject to the terms of this agreement, Babcock hereby grants to User,
         and User hereby accepts, a personal, non-exclusive and non-transferable
         license to use the PigCents computer software (the "Software").

Article II
   Protection of Trade Secrets
         (a) User acknowledges Babcock's representations that the Software is
         the exclusive property and constitutes a valuable trade secret of
         Babcock. User shall not disclose or make available the Software, or any
         portion thereof, to third parties without Babcock's prior written consent.

         (b) Upon any termination, cancellation, or expiration of this Agreement,
         User shall immediately return the software to Babcock.

Article III
   Reproduction and Modification of Licensed Product
         All copies of the Software, in whole or in part, shall contain all of
         Babcock's restrictive and proprietary notices in form and content as they
         appear on or in the Software provided by Babcock. In no event may User
         duplicate, in whole or in part, any documentation for the Software
         without Babcock's prior written consent.

Article IV
   Warranty
         (a) BABCOCK MAKES NO WARRANTIES REGARDING THE SOFTWARE,
         EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
         WARRANTIES OF MERCHANTABILITY OF THE COMPUTER PROGRAM,
         INFORMATIONAL CONTENT, OR FITNESS FOR USER'S PURPOSE OR
         SYSTEM INTEGRATION.
       (a) BABCOCK MAKES NO WARRANTIES REGARDING THE SOFTWARE,
       EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
       WARRANTIES OF MERCHANTABILITY OF THE COMPUTER PROGRAM,
       INFORMATIONAL CONTENT, OR FITNESS FOR USER'S PURPOSE OR
       SYSTEM INTEGRATION.

       (b) User shall be solely responsible for the selection, installation, use,
       efficiency,and suitability of the Software and Babcock shall have no
       liability therefore.

Article V
   Termination
       Babcock may, in its sole discretion, immediately terminate this
       Agreement and the license granted hereunder upon any default under
       this Agreement, or for no cause whatsoever.

Article VI
   Limitation of Liability
       (a) IN NO EVENT SHALL BABCOCK BE LIABLE TO USER FOR ANY
       DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE
       LICENSED PRODUCTS, INCLUDING, BUT NOT LIMITED TO LOSS OF
       DATA, OR DELAY IN THE DELIVERY OF THE LICENSED PRODUCT.

       (b) IN NO EVENT SHALL BABCOCK BE LIABLE TO USER FOR ANY
       INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS
       ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT, THE
       SOFTWARE, OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF
       BABCOCK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

       (c) BABCOCK'S LIABILITY TO USER HEREUNDER, IF ANY, SHALL IN NO
       EVENT EXCEED THE TOTAL OF THE LICENSE FEES PAID TO BABCOCK
       HEREUNDER BY THE USER.

Article VII
   Miscellaneous
       (a) This Agreement represents the entire agreement between the parties
       relating to the subject matter hereof and supersedes all prior
       understandings, writings, proposals, representations, or communications,
       oral or written, of either party. This Agreement may be amended only
       through written agreement, executed by the authorized representatives
       of both parties.

       (b) This Agreement will be binding upon and inure to the benefit of the
       parties hereto and their respective heirs, successors and assigns.

       (c) This Agreement shall be governed by the laws of the State of
       Minnesota without regard to conflicts of laws provisions.

       (d) User recognizes and agrees that Babcock will suffer irreparable harm
       in the event of a default of User's obligations of confidentiality and non-
       use under this agreement. User agrees that in the event of a default of
       such provisions, Babcock shall be entitled to injunctive relief, in addition
       to any other remedies it may have.
(d) User recognizes and agrees that Babcock will suffer irreparable harm
in the event of a default of User's obligations of confidentiality and non-
use under this agreement. User agrees that in the event of a default of
such provisions, Babcock shall be entitled to injunctive relief, in addition
to any other remedies it may have.

				
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