EPIware distribution permissions and end-user license agreement
SOFTWARE LICENSE AGREEMENT
This Software License Agreement ("Agreement") is entered into between Epiware, Inc., 2200
Mill Road, Fifth Floor, Alexandria, Virginia, 22314, ("Licensor") and _____________________
a. Software. The term "Software" shall mean the proprietary portion of the Epiware
computer program in object code only and its documentation. The term "Software"
includes any corrections, bug fixes, enhancements, updates or other modifications,
including custom modifications, to such computer program and documentation. The term
"Software" does not include the open source portions of the Epiware package.
a. License Grant. Pursuant to the terms and conditions of this Agreement, Licensor grants
Customer a nonexclusive, nontransferable license to use the Software.
b. Restrictions on Use. Customer agrees to use the Software only for Customers own
business. Customer may not (1) copy (other than once for archival purposes), distribute,
rent, lease or sublicense all or any portion of the Software; (2) modify or prepare
derivative works of the Software; or (3) reverse engineer, decompile or disassemble the
Software. Customer agrees to keep confidential and use best efforts to prevent and
protect the contents of the Software from unauthorized disclosure or use.
c. Copies. Customer may install the software on a single computer. Solely to enable it to
use the Software, Customer may make one archival copy of the Softwares computer
program, provided the copy shall include Licensors copyright and any other proprietary
notices. The Software delivered by Licensor to Customer and the archival copy shall be
stored at the Customers site. Customer shall have no other right to copy, in whole or in
part, the Software. Any copy of the Software made by Customer is the exclusive
property of Licensor.
d. Modifications, Reverse Engineering. Customer agrees that only Licensor shall have the
right to alter, maintain, enhance or otherwise modify the Software. Customer shall not
disassemble, decompile, or reverse engineer the Softwares computer program.
e. Material Terms and Conditions. Customer specifically agrees that each of the terms and
conditions of Section 2 are material and that failure of Customer to comply with these
terms and conditions shall constitute sufficient cause for Licensor to terminate this
Agreement. The presence of Subsection 2(e) shall not be relevant in determining the
materiality of any other provision or breach of this Agreement by either party.
3. Delivery and Acceptance
a. Delivery. Licensor shall make the Software available for download by Customer within
five (5) days of the effective date of this Agreement.
b. Acceptance. Unless Customer provides notice of the failure of the Software, acceptance
shall occur thirty (30) days after delivery of the Software.
4. License Fee
a. In General. In consideration for the license granted by Licensor under this Agreement,
Customer shall pay Licensor a fee as set forth in Exhibit A (the "License Fee").
b. Payment Terms. Payment in full shall be due upon delivery of the Software. All
amounts not paid within ten (10) days of the due date shall bear interest at the 3-month
U.S. Treasury Bill Rate in effect on the effective date of this agreement, or at the highest
rate allowed by law, whichever is less, from the date due until paid. Failure of Customer
to pay any amounts when due shall constitute sufficient cause for Licensor to terminate
c. Taxes. Customer shall, in addition to the other amounts payable under this Agreement,
pay all sales, use, value added or other taxes, federal, state or otherwise, however
designated, which are levied or imposed by reason of the transactions contemplated by
a. Title. Customer and Licensor agree that Licensor owns all proprietary rights, including
patent, copyright, trade secret, trademark and other proprietary rights, in and to the
Software and any corrections, bug fixes, enhancements, updates or other modifications,
including custom modifications, to the Software, whether made by Licensor or any third
b. Transfers. Under no circumstances shall Customer sell, license, publish, display,
distribute or otherwise transfer to a third party the Software or any copy thereof, in whole
or in party, without Licensors prior written consent.
6. Confidential Information
Customer agrees that the Software contains proprietary information, including trade
secrets, know-how and confidential information, that is the exclusive property of Licensor.
During the period this Agreement is in effect and at all times after its termination, Customer
and its employees and agents shall maintain the confidentiality of this information and not
sell, license, publish, display, distribute, disclose or otherwise make available this
information to any third party nor use such information except as authorized by this
Agreement. Customer shall not disclose any such proprietary information concerning the
Software to persons not an employee of Customer without the prior written consent of
a. Limited Warranty. Licensor warrants that Licensor shall provide e-mail support for thirty
(30) days after delivery of the Software and that Licensors support engineers will make
commercially reasonable efforts to solve any problem issues. Extended support shall be
provided as set forth in Exhibit A. Licensor further warrants that the Software does not
contain any malicious code, program, or other internal component (e.g., computer virus,
computer worm, computer time bomb, or similar component), which could damage,
destroy, or alter any computer program, firmware, or hardware or which could, in any
manner, reveal, damage, destroy, or alter any data or other information accessed through
or processed by the Software in any manner.
b. Disclaimer of Warranties. The warranty given above constitutes the only warranty made
by Licensor with respect to this Agreement. LICENSOR AND ITS SUPPLIERS
PROVIDE ALL MATERIALS AND SERVICES TO CUSTOMER "AS IS," WITH NO
GUARANTEES OF COMPLETENESS, ACCURACY, OR TIMELINESS. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL
OTHER WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE AND THE
PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. Customer
acknowledges that it has not entered into this Agreement in reliance upon any warranty or
representation except those specifically set forth herein.
8. Liability Limits
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL
LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER
PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
SOFTWRE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT
SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN ANY CASE, LICENSORS ENTIRE LIABILITY UNDER ANY
PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT
ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE.
Licensor shall indemnify and hold harmless Customer from and against any claims,
including reasonable legal fees and expenses, based upon infringement of any United States
copyright or patent by the Software provided Customer has not altered, enhanced, or
otherwise modified the Software. Customer agrees to notify Licensor of any such claim
promptly in writing and to allow Licensor to control the proceedings. Customer agrees to
cooperate fully with Licensor during such proceedings. Licensor shall defend and settle at its
sole expense all proceedings arising out of the foregoing. In the event of such infringement,
Licensor may replace, in whole or in part, the Software with a substantially compatible and
functionally equivalent computer program or modify the Software to avoid the infringement.
10. Term and Termination
a. Effective Date. This Agreement and the license granted hereunder shall take effect upon
the data that the last party executes this Agreement.
b. Termination. Each party shall have the right to terminate this Agreement and the license
granted herein upon the occurrence of the following events (an "Event of Default"):
i. In the event the other party violates any provision of this Agreement; or
ii. In the event the other party (A) terminates or suspends its business, (B) becomes
subject to any bankruptcy or insolvency proceeding under Federal or state statute,
(C) becomes insolvent or subject to direct control by a trustee, receiver or similar
authority, or (D) has wound up or liquidated, voluntarily or otherwise.
c. Notice and Opportunity to Cure. Upon the occurrence of an Event of Default, a party
shall deliver to the defaulting party a Notice of Intent to Terminate that identifies in detail
the Event of Default. If the Event of Default remains uncured for thirty (30) days, the
party may terminate this Agreement and the license granted herein by delivering the
defaulting party a Notice of Termination that identifies the effective date of the
termination, which date shall not be less than thirty (30) days after the date of delivery of
the Notice of Intent to Terminate.
d. Procedure. Within ten (10) days after termination, Customer shall return to Licensor, at
Customers expense, the Software and all copies thereof, delete or destroy all other
copies of the Software, and deliver to Licensor a certification, in writing signed by an
officer of Customer, that the Software has been returned, all copies deleted or destroyed,
and its use discontinued.
Customer shall not assign or otherwise transfer the Software or this Agreement to
anyone, including any parent, subsidiaries, affiliated entities or third parties, or as part of the
sale of any portion of its business, or pursuant to any merger, consolidation or reorganization,
without Licensors prior written consent.
12. Force Majeure
Neither party shall be in default or otherwise liable for any delay in or failure of its
performance under this Agreement if such delay or failure arises by any reason beyond its
reasonable control, including any act of God, any acts of the common enemy, the elements,
earthquake, floods, fires, epidemics, riots, or failures or delay in transportation or
communications; provided, however, that lack of funds shall not be deemed to be a reason
beyond a partys reasonable control. The parties will promptly inform and consult with each
other as to any of the above causes which in their judgment may or could be the cause of a
delay in the performance of this Agreement.
All notices under this Agreement are to be delivered by (i) depositing the notice in the
mail, using registered mail, return receipt requested, addressed to the address below or to any
other address as the party may designate by providing notice, (ii) telecopying the notice by
using the telephone number set forth below or any other telephone number the party may
designate by providing notice, (iii) overnight delivery service addressed to the address below
or to any other address as the party may designate by providing notice, or (iv) hand delivery
to the individual designated below or to any other individual as the party may designate by
providing notice. The notice shall be deemed delivered (i) if by registered mail, four (4) days
after the notices deposit in the mail, (ii) if by telecopy, on the date the notice is delivered,
(iii) if by overnight delivery service, on the day of delivery, and (iv) if by hand delivery, on
the date of hand delivery.
LICENSOR: Epiware, Inc.
2200 Mill Road, Fifth Floor
Alexandria, VA 22314
Attention: Mr. R. Jack Chapman
Fax No.: (703) 837-8500
Fax No.: _________________________
14. General Provisions
a. Compete Agreement. The parties agree that this Agreement is the complete and
exclusive statement of the agreement between the parties, which supersedes and merges
all prior proposals, understanding and all other agreements, oral or written, between the
parties relating to this Agreement.
b. Amendment. This Agreement may not be modified, altered or amended except by
written instrument duly executed by both parties.
c. Waiver. The waiver or failure of either party to exercise in any respect any right
provided for in this Agreement shall not be deemed a waiver of any further right under
d. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under
any applicable statute or rule of law, such provision shall be interpreted, construed, or
adjusted so as to best reflect the intent of the parties to the maximum extent possible, and
such invalidity and unenforceability will not affect any other provision of this
e. Governing Law. This Agreement and performance hereunder shall be governed by the
laws of the Commonwealth of Virginia.
f. Read and Understood. Each party acknowledges that is has read and understands this
Agreement and agrees to be bound by its terms.
For accurate pricing please refer to http://www.epiware.com
For license information contact: firstname.lastname@example.org
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