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-TRIAL LICENSE AGREEMENT
-
-BACKGROUND
-
-Company has developed and intends to market and license a certain software product and service called ”SimCAD” which,
-among other things, is a scientific engineering simulation tool (“Software”). Company wishes to provide access, on a
-trial basis, to users of a “beta” version of the Software to test and provide feedback to Company. Licensee wishes to
-participate in Company’s beta trial of the Software and to provide feedback to Company with respect to Licensee’s use
-thereof.
-
-Accordingly, the parties hereby agree as follows:
-
-1. BETA PRODUCT.
-
-This Agreement applies to any pre­release version of the Software and any updates and changes thereto during the Term
-(collectively, “Beta Product”). As an essential condition of this Agreement, Licensee understands and acknowledges that:
-(a) Licensee is participating in a beta test of the Beta Product; (b) the Beta Product has not been field tested or
-trialed; and (c) the Beta Product may not operate properly or be error free and may not perform all functions for
-which it is intended or represented.
-
-2. FEEDBACK.
-
-As a condition of this Agreement, during the Term of this Agreement, Licensee agrees to provide Company with comments,
-feedback, criticisms, and suggestions for changes to the Beta Product (“Feedback”), and to help Company identify errors
-or malfunctions, and performance issues, in the operation of the Beta Product, as Company may reasonably request. All
-rights to any Feedback or other intellectual property derived from Licensee’s use of or relating to the Beta Product,
-as well any data collected from the use of the Beta Product, belong solely to Company and Licensee hereby irrevocably
-assigns all such rights to Company. Company reserves the right to use all Feedback and data collected as a result of the
-use of the Beta Product to advertise and promote the Company and the Software.
-
-3. LICENSE AND RESERVATION OF RIGHTS.
-
-3.1 Subject to the terms and conditions set forth in this Agreement, Company hereby grants Licensee, and Licensee
-accepts, during the Term, a non­exclusive, royalty­free, revocable, non­transferable, limited license to access and use
-the Beta Product for its internal, non­commercial use for evaluation purposes only, and to give permission to employees
-of Licensee and employees of Licensee’s subsidiaries (“Permitted Users”) to use the Beta Product in accordance with the
-foregoing.
-
-3.2 The Beta Product and the Software comprise the intellectual property of Company. All right, title and interest in
-and to the Beta Product (and, more generally, in and to the Software), and to all Feedback and data arising from its
-use, in whole or in part, and all patent, copyright, trade­marks, trade secret and all other intellectual and industrial
-property rights therein and the structure, sequence and organization of same, and the media on which such material is
-contained belong exclusively to Company. Licensee and its Permitted Users will not, directly or indirectly: reverse
-engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure,
-ideas, know­how or algorithms relevant to the Beta Product; modify, adapt, alter, edit, correct, translate, publish,
-sell, transfer, assign, convey, rent, lease, loan, pledge, sublicense, distribute, export, enhance or create derivative
-works based on the Beta Product; or remove, alter, cover or otherwise obscure any proprietary notices or labels
-displayed on or within the Beta Product any documentation relating thereto.
-
-4. DISCLAIMER.
-
-4.1 COMPANY MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE BETA PRODUCT,
-INCLUDING, BUT NOT LIMITED TO, THE AVAILABILITY, QUALITY OR PERFORMANCE OF THE BETA PRODUCT. COMPANY SPECIFICALLY
-DISCLAIMS ALL EXPRESS, STATUTORY AND IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION (A) THE IMPLIED
-WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON­INFRINGEMENT, (B) ANY WARRANTIES AGAINST HIDDEN
-OR LATENT DEFECTS, (C) AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE AND (D) ANY
-WARRANTY OR REPRESENTATION THAT THE BETA PRODUCT IS ERROR­FREE, VIRUS­FREE, SECURE, UNINTERRUPTED, OR FREE FROM
-UNAUTHORIZED ACCESS (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY HACKERS OR DENIAL OF SERVICE ATTACKS). THE BETA PRODUCT
-IS SUPPLIED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY.
-
-4.2 NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOSS
-(INCLUDING DEATH AND PERSONAL INJURY), IRRESPECTIVE OF THEIR CAUSE, NOTWITHSTANDING THAT A PARTY HAS BEEN ADVISED OF THE
-POSSIBILITY OF SUCH LOSS OR DAMAGE, NOR FOR ANY CLAIMS FOR SUCH LOSS OR DAMAGE INSTITUTED AGAINST A PARTY OR ITS
-CUSTOMERS BY ANY THIRD PARTY.
-
-5. CONFIDENTIALITY
-
-5.1 All Confidential Information disclosed by either party shall be kept by the receiving party in strict confidence and
-shall not be disclosed to any third party without the disclosing party’s express written consent. For purposes of this
-Agreement, “Confidential Information” means all information regarding either party’s business which has been marked or
-is otherwise communicated as being “proprietary” or “confidential” or which reasonably should be known by the receiving
-party to be proprietary or confidential information. Without limiting the generality of the foregoing, Confidential
-Information of Company includes non­public information regarding features, functionality and performance of the Beta
-Product, including all Feedback and related data. Notwithstanding the foregoing, each party’s confidentiality
-obligations hereunder shall not apply to information that: (a) is already known to the receiving party without a
-pre­existing restriction as to disclosure; (b) is or becomes publicly available without fault of the receiving party;
-(c) is rightfully obtained by the receiving party from a third party without restriction as to disclosure, or is
-approved for release by written authorization of the disclosing party; (d) is developed independently by the receiving
-party without use of the disclosing party’s Confidential Information; or (e) is required to be disclosed by law or
-regulation, including, but not limited to, supplying such information or making such statements or disclosures relating
-to this Agreement before any competent court, governmental agency or authority in response to a lawful requirement or
-request from a court of governmental agency or authority, provided that the disclosing party shall give the other party
-prompt notice of such request, to the extent practicable, so that the other party may seek (at its sole cost and
-expense) an appropriate protective order or similar relief.
-
-5.2 In the event of a breach of Sections 2, 3 or this Section 5, the non­breaching party shall be entitled to seek
-equitable relief to protect its interests, including, but not limited to, injunctive relief. In the event of expiration
-or earlier termination of this Agreement, each party shall immediately return to the other party such other party’s
-Confidential Information, or at such other party’s option, destroy any remaining Confidential Information and certify
-that such destruction has taken place.
-
-6. FEES; EXPENSES.
-
-Neither party shall be entitled to any compensation in connection with this Agreement or its use or provision of the
-Beta Product. Each party shall bear its own costs and expenses arising from this Agreement and its use or provision of
-the Beta Product, as the case may be.
-
-7. TERM OF AGREEMENT.
-
-This Agreement shall begin on the Effective Date and shall continue until it has been terminated (such period, the
-“Term”). Either party shall have the right to terminate this Agreement at any time on one (1) month written notice to
-the other party, or in the case of a breach of this Agreement by Licensee or its Permitted Users, Company may terminate
-this Agreement immediately on written notice to Licensee. Upon termination of this Agreement, all rights granted to
-Licensee (and any Permitted User) under this Agreement will immediately terminate and Licensee (and all Permitted Users)
-must immediately cease all use of the Beta Product at such time. Notwithstanding any termination of this Agreement,
-Sections 2, 3.2, 4, 5, 6, this Section 7 and Section 8 shall survive and remain binding on the parties.
-
-8. MISCELLANEOUS.
-
-This Agreement shall be governed by and construed in accordance with the laws of the State of New York. All disputes
-relating to this Agreement shall be resolved in the federal and state courts of New York County, New York and the
-parties submit to the jurisdiction of such courts. This Agreement does not create any agency, partnership, or joint
-venture relationship between Licensee and Company. This Agreement is the entire understanding of the parties with
-respect to the subject matter hereof and supersedes any previous or contemporaneous communications, representations,
-warranties, discussions, arrangements or commitments, whether oral or written with respect to such subject matter. This
-Agreement cannot be amended except by a written amendment that expressly refers to this Agreement and is signed by an
-authorized representative of each party. This Agreement may be executed in one or more counterparts, including via
-facsimile or email (or any other electronic means such as “.pdf” or “.tiff” files), each of which shall be deemed an
-original, and all of which shall constitute one and the same Agreement.
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