IHS LICENSE AGREEMENT 1. LicenseAuthorized Use _a_ For those

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IHS LICENSE AGREEMENT 1. LicenseAuthorized Use _a_ For those Powered By Docstoc
					                                                IHS LICENSE AGREEMENT

1. License/Authorized Use: (a) For those Licensed                information, watermarks, or any IHS-specific markings. (d)
Products for which a separate license from the third party       IHS will issue Licensee a password to access the Product,
provider is not required, IHS grants to Licensee a               which Licensee acknowledges is only for Licensee’s use
nonexclusive, nontransferable, revocable, access-limited         and may not be shared with anyone other than Licensee’s
and use-limited license for the term specified herein to use     employees employed at the authorized Licensee site.
all data, databases, formats, software and applications, in      Licensee is solely responsible for all use, authorized or
all media provided, and all accompanying documentation           unauthorized, of Product (including use by Licensee’s
(“Product(s)”) identified hereunder only for Licensee’s          employees). Licensee must notify IHS immediately of any
internal business use under the authorized access                unauthorized use of Product(s) and/or passwords. If
restrictions set forth herein. Licensee may retain one           Licensee’s license hereunder allows, Licensee must comply
archival hard copy of all Products licensed hereunder. For       with U.S. export regulations and restrictions relating to
purposes of this POLA, “archival” means only one copy that       economically sanctioned countries. The U.S. Government’s
is not accessed on a day-to-day basis for reference or other     rights with respect to the Product and the database(s)
purposes and is only used in emergency situations, such as       contained therein are limited by the terms of this
when Licensee’s access to IHS’ electronic access is              Agreement, pursuant to FAR § 12.212(a) and/or DFARS §
unavailable. Licensee also may retain copies of the              227.7202-1(a), as applicable. Any duplication authorized by
Products, or any portion thereof, if specifically required by    Licensee’s license must contain the appropriate legends
law, to insert as part of a limited number of final official     relating thereto. (e) If Products under this Agreement
project files, which such files also are not used on a day-to-   include Parts Universe Subscription, BOM Optimizer
day basis for reference purposes. Other than as set forth        Subscription, PUMA Subscription or COMET Subscription
above, Licensee may not permanently retain Product in any        (“Electronics Data”) or Haystack Subscription Services
file or on any hard drive, server or other form of memory.       (“Haystack Data”), Licensee may download de minimus
Licensee must use Product or any portion thereof in strict       portions of Electronics Data or Haystack Data for temporary
accordance with all applicable U.S. Copyright laws,              use by Licensee for internal business purposes only and
including without limitation, the Fair Use Doctrine. Licensee    only at the authorized site set forth in this Agreement.
must secure all forms of Product files to prevent access by      Licensee may not sell, license, transfer, create derivative
unauthorized individuals or local area network users.            works or exploit commercially in any way Electronics Data
Licensee is not authorized to transmit Products                  or Haystack Data. Except as expressly provided in this
electronically or by any other means in any form to any          paragraph and in the End-User Click Through License
other site. Licensee may make a reasonable number of             Agreement acknowledged at the time of accessing the
copies of any user documentation, provided all such copies       Electronics Data, all of the terms and conditions of this
include all legends, copyright and other proprietary notices     Agreement (including the limitations set forth in this section)
that appear on the original. (b) Licensee acknowledges that      govern Licensee’s use of the Electronics Data or Haystack
License Fees are based on the specific access restrictions       Data. (f) Products combined at Licensee’s request (“Custom
applicable to the License granted to Licensee. IHS may           Collections”) generally update automatically. IHS will
impose whatever security measures it reasonably deems            charge the full License Fee for any Product additions to a
appropriate to ensure compliance with this License,              Custom Collection requested after the initial Term or any
including covert and overt copy-detection and license            renewal term begins. Licensee receives no credit for
awareness technology and encoding of requestor/user              cancelled, superseded, or “replaced” Products mid-term.
information in printed and electronic formats. Any attempt to    No document substitutions are allowed after the initial Term
circumvent such access restrictions or IHS security              or any renewal term begins. (g) If Products set forth on the
measures will be considered a material breach of this            attached Order Form are being purchased by Licensee on
Agreement. In addition to any other remedies available to        an individual basis in hardcopy and/or electronic download
IHS hereunder, at law or in equity, if IHS determines that       (the “Document”), IHS grants Licensee a non-exclusive,
Licensee has allowed or committed access in violation of         non-transferable right to display, copy, download, and print
this Agreement, then IHS may halt, restrict or limit             one copy of the Document. (i) The Document is proprietary
subscription access or duration to Products, require             and protected by applicable copyright, trademark, patent,
additional user registration or authentication information, or   trade secret laws or other intellectual property rights. All
charge additional License Fees, for which Licensee will be       rights, title and interest in and to the Document, including all
solely responsible to pay. (c) Licensee may not copy,            intellectual property rights, are and shall remain with the
transfer, sell, license, lease, give, permanently retain,        Owner. (ii) Licensee is authorized (a) to install one copy of
decompile, reverse engineer, disseminate, publish, assign        the Document on, and permit access to it by, a single
(whether directly or indirectly, by operation of law or          computer owned, leased or otherwise controlled by
otherwise), transmit, scan, publish on a network, or             Licensee; and (b) to print only one paper copy for backup
otherwise reproduce, disclose or make available to others        purposes or personal use. (iii) Licensee may not (a) merge,
or create derivative works from, the Product or any portion      adapt, translate, modify, rent, lease, sublicense, assign or
thereof, except as specifically authorized herein. Licensee      otherwise transfer any of the Document, or remove any
must not remove any proprietary legends or markings,             proprietary notice or label appearing on any of the
including copyright notices, electronically encoded              Document; or (b) use the Document concurrently on two or
CONTROLLED                                                  1                                      Commercial C/06-C/BG, C/ML-C/BG
                                             IHS CONFIDENTIAL AND PROPRIETARY                               & International C/IR, C/IM
                                                                                                     KR.006/1 Rev. 12 dated 12/01/06
                                                IHS LICENSE AGREEMENT

more computers nor use the Document in a local area              THE PRODUCT OR SERVICE THAT GAVE RISE TO THE
network environment. (iv) Document files shall be secure so      CLAIM.
as not to be accessed by unauthorized individuals or local       5.Intellectual Property Rights: The data, software,
area network users.                                              equipment, and documentation contained in IHS Product(s)
2. Pricing and Payment: Licensee must pay all License            are developed entirely at private expense, comprise valued
Fees as set forth in this Agreement. License Fees are non-       proprietary and commercial information of IHS and its
refundable. License Fees are due and payable 30 days             suppliers, and are copyrighted. Licensee acknowledges that
from date of invoice. The Purchase Order indicates               this License does not confer any ownership rights
Licensee invoice frequency options. License Fees do not          whatsoever in Products. Licensee acknowledges that all
include, and Licensee is solely responsible for, all             material, whether delivered on data tape, hard copy,
applicable taxes, custom charges, insurance, and/or other        electronically or otherwise, that are provided pursuant to this
fees associated with the delivery and installation of            Agreement and all rights therein are the property of and are
Product(s), as well as all collection costs, including           copyrighted by IHS or some other person or entity that owns
reasonable attorneys fees, incurred as a result of               copyright in the information used. Licensee may not make or
nonpayment of fees. To protect from unintentional accrual        authorize, without the prior written consent of IHS, any
of ONLINE charges, IHS’ system automatically will log off        reproduction of or copy from any part of the Products.
after a set time period of inactivity. IHS may impose interest   Licensee will take any and all action that may reasonably be
on past due sums at the lesser of the maximum legally            required by IHS to protect such rights and rights in the
chargeable interest rate or 18% per annum or in                  trademarks and service marks owned by IHS or other person
accordance with the Prompt Payment Act, whichever is             or entity.
applicable. Payments by Electronic Funds Transfer (MAR I-        6. Indemnification: Licensee will indemnify, defend and hold
FSS-1998) (GSAR 552.232-70) and Payments By Purchase             IHS harmless from any claim, demands, liabilities, suits or
Card (DEC 1989)(VARIATION I-MAR 1998) (GSAR                      expenses of any kind arising out of Licensee's breach of this
552.232-80) are incorporated herein by reference. IHS will       Agreement, including without limitation, the License terms
provide Licensee with applicable pricing for any renewal         and restrictions. Each party will indemnify, defend and hold
term in writing no less than 60 days prior to the end of the     the other harmless from any claim, demands, liabilities, suits
initial or any renewal term.                                     or expenses of any kind for personal injury or property
3. Limited Warranties/Disclaimer of Warranties: (a) Each         damage to the extent arising from its negligence or willful
party represents and warrants that it is fully authorized to     misconduct.
enter into this Agreement. (b) IHS provides all Product(s)       7. Restricted Rights Legend: Any data contained in the
and Services “AS IS.” Product(s) is compiled from                IHS Product and used by, for, or on behalf of the U.S.
materials furnished to IHS by outside sources and                Government, its agencies and/or instrumentalities is
should be used as a reference source only. IHS does not          provided with LIMITED RIGHTS set forth in this Agreement.
warrant the completeness or accuracy of the information,         Any software contained in the IHS Product(s) which is used
that Licensee's use of Product(s), including without             by, or, or on behalf of the U.S. Government, is provided with
limitation,     the   databases      and/or   software    and    RESTRICTED RIGHTS set forth in this Agreement. Use,
documentation, will be uninterrupted or error-free, or that      duplication, or disclosure of data and/or software by the
the results obtained will be successful or will satisfy          U.S. Government is subject to restrictions as set forth in the
Licensee’s requirements. IHS MAKES NO WARRANTIES,                Rights in Technical Data and Computer Software clause at
REPRESENTATIONS OR AGREEMENTS, EXPRESS OR                        FARS 12.211 and 12.212(a) and/or Commercial Computer
IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW,                  Software at DFARS 227.7202-1(a) or subparagraphs (c)(1)
STATUTORY            OR       OTHERWISE,          INCLUDING      and (2) of the Commercial Computer Software-Restricted
WARRANTIES OF MERCHANTABILITY OR FITNESS                         Rights at 48 CFR 52.227-19, as applicable. Manufacturer is
FOR A PARTICULAR PURPOSE.                                        Information Handling Services, 15 Inverness Way East,
4. Limitation of Liability: NEITHER IHS NOR ITS THIRD            Englewood, Colorado.
PARTY PROVIDERS ARE LIABLE IN CONTRACT, TORT                     8. Term & Termination: (a) Unless sooner terminated in
OR OTHERWISE FOR DIRECT, INDIRECT, SPECIAL,                      accordance with this section, the initial term of this
INCIDENTIAL         OR    CONSEQUENTIAL           DAMAGES,       Agreement is set forth on the front of this document. (b) So
INCLUDING WITHOUT LIMITATION LOST PROFITS,                       long as Licensee is not in breach of this Agreement, this
LOST DATA, AND BUSINESS INTERRUPTION, ARISING                    Agreement will renew for successive renewal terms equal in
OUT OF OR IN CONNECTION WITH THE USE OR                          length to the initial term, but in no event less than 1 year,
INABILITY TO USE PRODUCT(S) OR ARISING OUT OF                    unless Licensee provides IHS with written notice of its intent
OR IN CONNECTION WITH THE SERVICES, EVEN IF                      not to renew no less than 30 days prior to the end of the
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.                      initial or any renewal term. Any attempt to terminate this
LICENSEE ASSUMES THE SOLE RESPONSIBILITY FOR                     Agreement less than 30 days prior to the end of the initial or
ITS USE OF THE PRODUCT AND SERVICES. IN NO                       renewal term will result in cancellation charges as set forth
EVENT WILL IHS’ LIABILITY OR THAT OF ITS THIRD                   in section 10, below. (c) IHS may terminate this Agreement
PARTY PROVIDERS EXCEED THE LICENSE FEE OR                        or suspend the License, with 15 days prior written notice
THE SERVICE FEE PAID BY LICENSEE TO IHS FOR                      and opportunity to cure and without further liability, upon: (i)
CONTROLLED                                                  2                                      Commercial C/06-C/BG, C/ML-C/BG
                                             IHS CONFIDENTIAL AND PROPRIETARY                               & International C/IR, C/IM
                                                                                                     KR.006/1 Rev. 12 dated 12/01/06
                                                  IHS LICENSE AGREEMENT

Licensee’s failure to pay any amounts as provided herein;          11. Audit: Upon reasonable notice by IHS to Licensee, and
(ii) Licensee’s breach of any provision of this Agreement or       not more than once annually (unless prior violations have
any law, rule or regulation governing Products or Services;        been discovered), IHS may audit relevant records at
(iii) any insolvency, bankruptcy assignment for the benefit        Licensee’s location during normal business hours to enable
of creditors, appointment of trustee or receiver or similar        IHS to ensure Licensee’s compliance with the License
event with respect to Licensee; or (iv) any governmental           herein.
prohibition or required alteration of Products or Services. (d)    12. Assignment or Transfer: This Agreement and the
Licensee may terminate this Agreement, with 30 days prior          benefit of the rights granted to and the obligations
written notice and opportunity to cure, upon: (i) IHS’ breach      undertaken by Licensee under this Agreement may not be
of any provision of this Agreement or any law, rule or             assigned, delegated or in any other manner transferred by
regulation governing Products or Services; (ii) any                Licensee, by operation of law or otherwise, without the
insolvency, bankruptcy assignment for the benefit of               express prior written consent of IHS and any necessary
creditors, appointment of trustee or receiver or similar event     recalculation of License Fees, which may be withheld in IHS’
with respect to IHS; or (iii) any governmental prohibition or      sole discretion. Licensee may not grant affiliates, subsidiaries
required alteration of Products or Services. (e) IHS may           or successors-in-interest any right to use Product(s)
terminate or suspend Products or Services without notice if:       hereunder without IHS’ express prior written consent, which
(i) necessary to protect IHS’ legal liability to its third party   may be withheld in IHS’ sole discretion, and an increase in
providers; (ii) IHS has reasonable evidence of Licensee’s          License Fees. Any such attempted assignment, delegation or
fraudulent or illegal use of Products or Services; (iii) IHS no    other transfer will be null and void. IHS may transfer its rights
longer has rights to publish the Product; or (iv) required by      and obligations under this Agreement to any affiliate or any
legal or regulatory authority. Any termination does not            successor to all or substantially all of the assets of IHS to
relieve Licensee of any liability incurred prior to such           which this Agreement relates.
termination, or for payment of unaffected Products or              13. Dispute Resolution: The parties agree to finally
Services. All terms and conditions of this Agreement will          resolve any disputes (“Dispute”) arising out of or relating to
continue to apply to any Products or Services not so               this Agreement or the relationship between the parties
terminated, regardless of the termination of this Agreement.       created by this Agreement via binding arbitration. The
(f) IHS has the right, in its sole discretion, not to renew this   arbitration will be decided by a panel of 3 arbitrators and
Agreement at the end of the initial term or at the end of any      administered by the American Arbitration Association rules
renewal period, by giving Licensee at least 60 days written        (“AAA Rules”) then in force if Licensee’s location is in the
notice of its intent not to renew. IHS will not be liable to       U.S. or North America, or the International Centre for
Licensee for any damages, indemnities, compensation, or            Dispute Resolution Arbitration Rules (“ICDR Rules”) then in
any other payment of any kind by reason of the expiration or       force if Licensee’s location is elsewhere. Each party will
termination of this Agreement for any reason. (g) Except as        appoint an arbitrator within 20 days of notice by AAA or
otherwise provided under Section 1(a) herein, upon                 ICDR of commencement of arbitration. The appointed
expiration or termination of this Agreement for any reason,        arbitrators together will appoint a presiding arbitrator within
Licensee will (i) discontinue all use of Product(s); (ii)          20 days of the second arbitrator’s appointment. The AAA or
destroy any items relating to Product (including but not           ICDR, as applicable, will make any appointment not made
limited to data, software, and documentation) and purge            within the prescribed period. The arbitration will be held in
any Product data from all electronic media; and (iii) provide      New York, New York if in the U.S or North America, or
written notice to IHS certifying that Licensee has complied        London if Licensee’s location is elsewhere. The award may
with this paragraph.                                               be enforced in any court having relevant jurisdiction over
9. Nonrenewal: (a) Licensee may notify IHS of its intent           the parties, and the parties waive any recourse against the
not to renew by providing IHS with written notice no less          award to the maximum extent permitted by law. The award
than 30 days prior to the end of the initial or any renewal        will be deemed a U.S. award for purposes of the
term without incurring any cancellation charges. Such              Convention on the Recognition and Enforcement of Foreign
request will become effective at the end of the initial term or    Arbitral Awards of 1958 (the "New York Convention"). The
any renewal term. (b) If Licensee notifies IHS of its intent       English language will be used in the arbitral proceedings
not to renew in writing and such request is received by IHS        and all exhibits and other evidence in a language other than
less than 30 days prior to the end of the initial or any           English must be accompanied by English translations when
renewal term, Licensee must pay 50% of the License Fee             submitted into evidence before the arbitral tribunal.
applicable to the renewal term. (c) If Licensee notifies IHS       14. Confidentiality: Each party acknowledges and agrees
of its intent not to renew at any time after the                   that any and all information emanating from the other’s
commencement of the renewal term, Licensee must pay                business, in any form, including the Agreement in its
termination liability as set forth in section 10, below.           entirety, and any methods, systems, or other elements
10. Insufficient Notice Liability: Licensee will be subject        created, learned or developed by Licensee in performing
to a termination charge of 65% of the total renewal                this Agreement is “Confidential and Proprietary
Licensee Fee for failure to provide timely notice for renewal      Information.” Each party agrees that it will not, during or
or non-renewal as required herein, which Licensee                  after the term of this Agreement, permit the duplications or
acknowledges is a termination fee and not a penalty.               disclosure of any such Confidential and Proprietary
CONTROLLED                                                   3                                       Commercial C/06-C/BG, C/ML-C/BG
                                              IHS CONFIDENTIAL AND PROPRIETARY                                & International C/IR, C/IM
                                                                                                       KR.006/1 Rev. 12 dated 12/01/06
                                                  IHS LICENSE AGREEMENT

Information to any person (other than an employee, agent,           intent. (l) The terms and conditions of this Agreement will
or representative of the other party who must have such             survive the expiration or other termination of this Agreement
information for the performance of its obligations                  to the fullest extent necessary for their enforcement and for
hereunder), unless such duplication, use or disclosure is           the realization of the benefit thereof by the party in whose
specifically authorized by the other party in writing.              favor they operate. (m) This Agreement has been written
Confidential and Proprietary Information is not meant to            and executed in the English language. All questions of
include any information that, at the time of disclosure, is in      construction arising hereunder will be resolved by reference
the public domain.                                                  to the executed instrument in English whether or not
15. Miscellaneous: (a) Licensee acknowledges that under             counterparts thereof are written and/or executed in any
the laws of the U.S., it is unlawful for IHS, its divisions,        other language.
subsidiaries and representatives, directly or indirectly, to
make any payment or to give anything of value to any                This Agreement consists of third party provider license(s), if
foreign official (other than a foreign official whose duties are    any, this Purchase Order and License Agreement and any
essentially ministerial or clerical) or to any foreign political    additional attachments or terms set forth in writing by the
party, any official of a foreign political party or any candidate   Parties. The order of precedence in the event of a conflict
for foreign political office for the purposes of influencing any    will be (i) any third party provider license(s), (ii) any
action or failure to take action on the part of such person in      additional attachments or terms set forth in writing by the
connection with the obtaining, retaining or directing of            authorized Parties and attached hereto prior to execution by
business to any person or company. Licensee will not,               both parties of this POLA, (iii) the End-User Click Through
directly or indirectly, make any such payment while this            License Agreement acknowledged at the time of accessing
Agreement is in effect. (b) This Agreement sets forth the           the Electronics Data, and (iv) this Purchase Order and
entire agreement of the parties with respect to the subject         License Agreement.
matter hereof, and supersedes any prior agreements,
promises, representations, understandings and negotiations          By signing below, the parties agree to be bound by this
between the parties, including terms or conditions on any           Agreement and Licensee represents that the individual
other purchase order issued by Licensee.                     Any    signing below is fully authorized to bind Licensee.
modifications, amendments, supplements to or waivers of
this Agreement must be in writing and executed by
authorized representatives of both parties. (c) This
Agreement is governed by and subject to the laws of New             INFORMATION HANDLING SERVICES INC.
York, excluding its choice of law rules. (d) The headings
herein are for convenience only and are not intended to
have any substantive significance in interpreting this              BY: __________________________ DATE: ___________
Agreement. (e) The parties are independent contractors,
and nothing herein creates or implies an agency
relationship or a joint venture or partnership between the          NAME & TITLE: __________________________________
parties. (f) If either party commences litigation under this
Agreement, the prevailing party is entitled to reimbursement
of its costs and attorneys’ fees from the other party. (g) This
Agreement is nonexclusive. Nothing herein prevents either
party from entering into similar arrangements with other            LICENSEE: _____________________________________
entities. (h) Written notices required to be provided by this
Agreement will be sent to the addresses on the front of this
document. A notice is deemed given when delivered. (i)              BY: __________________________ DATE: ___________
Either party’s failure to enforce any provision or term of this
Agreement shall not be construed as a future or continuing
waiver of such provision or term of this Agreement. (j)             NAME & TITLE: __________________________________
Neither party may issue a news release, public
announcement, advertisement or other form of publicity
concerning the existence of the Agreement or the Services
provided hereunder without the prior written consent of the
other party. Licensee may not use IHS’ name, logo or
service mark in marketing services to end-users. (k) If any
provision hereunder is declared or held invalid, illegal or
unenforceable, this Agreement will be revised only to the
extent necessary to make such provision(s) legal and
enforceable, or if impossible, the unaffected portions of this
Agreement shall remain in full force and effect so long as
the Agreement remains consistent with the parties’ original
CONTROLLED                                                    4                                      Commercial C/06-C/BG, C/ML-C/BG
                                               IHS CONFIDENTIAL AND PROPRIETARY                               & International C/IR, C/IM
                                                                                                       KR.006/1 Rev. 12 dated 12/01/06

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