DataBridge NDA Pro Only
September 12, 2003Company Name123 Anystreet, Suite ZAnytown, HE 12345Shop Owner123-456-7890123-456-9999$116.0022TRADE SECRET AND COPYRIGHT LICENSE AGREEMENT
This LICENSE AGREEMENT (�Agreement�) is made on the effective date listed below between Licensee, whose name and address are listed below (�Licensee�), and Licensor, GTS Services, LLC. (�Licensor�), a Delaware limited liability company having its principle offices at 11481 SW Hall Boulevard, Portland, OR 97223-8403.
City, State, Zip:
Licensee Telephone #:
Licensee Facsimile #:
Licensor Telephone #: 503-684-5066
Licensor Facsimile #: 503-624-0433
GlasPacLX Monthly License Fee: $116.00
Number of Locations:2 Number of Users: 2
Payment terms: Monthly Electronic Funds Transfer (EFT)
WHEREAS Licensee has licensed from Licensor Licensor�s proprietary copyrighted software titled �GlasPacLX�;
WHEREAS Licensee has accounting software that does not communicate directly with the licensed software from Licensor, and
WHEREAS Licensor is willing under the terms of this agreement to disclose and license to Licensee Technical Information necessary so that Licensee can prepare or have prepared for it compatible software so that GlasPacLX software can interface properly with the accounting software of Licensee.
In order to provide for limited use with protection of certain confidential and/or copyrighted information, the parties hereto, identified above and intending to be legally bound, covenant and agree as follows:
1. DEFINITIONS: The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):
1.1 "Effective Date" shall mean the day first written above as the effective date for the Trade Secret and Copyright License Agreement when the Agreement has been executed by both Licensor and Licensee.
1.2 �Technical Information� means information or material which is confidential to, proprietary to, or copyrighted by Licensor regarding Licensor�s business, including business methods; software, including but not limited to computer programs; database definitions; database schema; concepts; developmental or experimental work; data; internal file formats; designs; formulas; processes; techniques; manuals; designs; flowcharts; source and object media; trade secrets; and other technical know-how and business information that is:
(a) disclosed by or on behalf of Licensor to Licensee,
(b) otherwise learned or ascertained by Licensee from inspection and/or evaluation of the Technical Information provided to Licensee by or on behalf of the Licensor, and/or
(c) otherwise learned or ascertained by Licensee from Licensor.
1.3 "Authorized Use" shall mean preparation or having prepared for it compatible software so that GlasPacLX software can interface properly with the accounting or business software of Licensee.
1.4 "Developed Software" shall mean computer software in machine readable form and source code developed by or for Licensee that provides compatibility or an interface between the GlasPacLX software and Licensee�s accounting or business software and all permitted copies of the foregoing and including any accompanying documentation, such as users manuals.
1.5 "Intellectual Property Rights'' means any and all of these United States� and other countries� intellectual property rights: (i) all patent rights and all right, title and interest in all letters patent and applications for letters patent, and other governmentally issued or granted indicia of invention ownership including any reissue, division, continuation or continuation-in-part applications; (ii) all copyright rights, and all other literary property and author rights, and all right, title and interest in all copyrights, copyright registrations, certificates of copyright and copyrighted interests both of the United States and other countries; and (iii) all rights, title and interest in all trade secrets and trade secret rights arising under the common law, state law or United States federal law.
2. LICENSE GRANT
2.1. Subject to Licensee first fulfilling the aforelisted payment terms and the licensing of GlasPacLX software, Licensor to the extent that it lawfully may, hereby grants to Licensee and Licensee hereby accepts, a nonexclusive, nontransferable license to use the Technical Information, in connection with the License of the GlasPacLX software, and only as the use is an Authorized Use to prepare or have prepared Developed Software in accordance with the terms and subject to the provisions of this Agreement and all ancillary documents thereto, during the term hereof.
2.2. The license of 2.1 is from the Effective Date of this Agreement to the first to occur of (a) the end of the license for GlasPacLX software, or (b) in accordance with Provision 6 of this Agreement. Licensee shall not have the right to grant any sublicenses, regarding the Technical Information. Subject to the foregoing licenses, Licensor retains all right, title and interest in and to the Licensed Technical Information and all Intellectual Property Rights associated therewith.
3. CONFIDENTIALITY RESTRICTIONS ON USE OF TECHNICAL INFORMATION
3.1 Licensee may disclose Technical Information to a Consultant expressly agreed to with Licensor in a prior written document where the disclosure by Licensee to Consultant is for the sole purpose of preparing Developed Software for the Authorized Use, provided Licensee enters into or has a written agreement with such Consultant which is consistent with the terms and conditions of this Agreement as in Exhibit A. Licensee�s Authorized Use of the Technical Information through the Developed Software shall be: (i) subject to the restrictions set forth in this Agreement, and (ii) shall be strictly limited to use only for Licensee�s internal business purposes.
3.2 Restrictions on Use of Technical Information. Licensee agrees that it shall not, nor shall it authorize others to: (i) copy the Technical Information, (ii) use the Technical Information in an unauthorized manner; (iii) share logins and passwords with nonauthorized users; (iv) reverse engineer computer code or software from the Technical Information or otherwise attempt to discover the source code from the Technical Information; (v) shall at all times use the Technical Information in compliance with all applicable federal, state and local laws, statutes, rules, regulations and ordinances (collectively, ''Applicable Law''). (vi) shall not use the Technical Information in part or whole as a factor in connection with or for the purpose of modeling, forecasting or profiling (as such terms are used in the direct marketing industry), (vii) shall not sell, redistribute or otherwise provide information, data or derivative works obtained from the Technical Information to any other individual or entity, without the prior express written consent of Licensor, (viii) shall acquire no interest in the Technical Information other than the right to Authorized Use in accordance with this Agreement; (ix) shall not use of the Technical Information in any other endeavor or business other than in connection with the Authorized Use in accordance with this Agreement where any such unauthorized use shall constitute an unfair method of competition; and (x) shall not use the Technical Information in any way to any other data conversion computer program or Electronic Data Interchange (�EDI�) computer program or software or tool.
4.1 Licensee and Licensee�s Consultant referred to above in Provision 3.1 shall not use Technical Information for any purpose other than for preparing Developed Software and shall: (i) maintain absolute confidentiality of the Technical Information during and after this Agreement's term; (ii) make no unauthorized copy of any portion of the Technical Information, including without limitation, any documentation such as Operating Manual, bulletins, supplements, confidential correspondence, or other confidential communications, whether written or oral; and (iii) operate and implement all reasonable procedures prescribed from time to time by Licensor to prevent unauthorized use or disclosure of the Technical Information.
4.2 Licensee shall not communicate Technical Information to any third party other than Licensee�s Consultant referred to above and shall use its best efforts to prevent inadvertent disclosure of Technical Information to any other third party. Internal access shall be limited on a �need-to-know� basis for the purposes of Provision 4.1 above and this 4.2. Also Licensee agrees to restrict access to Technical Information to those employees of Licensee who have either signed an Exhibit A Confidentiality Agreement or an Employee�s confidentiality agreement with Licensee, and then only if there is a clear understanding by such employees of their obligation (a) to maintain the secret status of such Technical Information and (b) to restrict the use of Technical Information solely to the Authorized Use. Licensee represents that each individual assigned by Licensee to have access to Technical Information for the purposes of Provision 4.1 above and this 4.2 pursuant to this Agreement has entered into a contract of employment with Licensee having confidentiality provisions to maintain in confidence third party information disclosed to Licensee. In the event of any breach or threatened breach of nondisclosure and only Authorized Use according to this Agreement by one or more employees of Licensee, Licensee agrees to enforce in a similar manner as provided in this agreement the appropriate provisions of their Employee�s Agreement to prevent or remedy such breach or threatened breach.
4.3 Licensee shall maintain a list of Licensee personnel permitted access to the Licensor Information and shall, upon request, provide Licensor with a copy of the list.
4.4 All materials embodying Technical Information, made available to Licensee by Licensor shall be returned to Licensor promptly at its request with a certification that any copies have been destroyed. Other than copies required for the purposes of the Authorized Use, no copies shall be made except with the specific written authorization of Licensor. All Technical Information (in whatever form or media) is and will remain the exclusive property of Licensor. In order to ensure that Licensee is able to comply with this obligation, Licensee�s employees who are designated to receive the Technical Information shall segregate the Technical Information and Licensee shall advise Licensor as to what steps are being taken to protect and safeguard the Technical Information so that it can be readily identified, reviewed, and produced or returned to Licensor.
4.5 All disclosures subject to this Agreement shall be completed within twelve (12) month(s) of the Effective Date (�DISCLOSURE PERIOD�).
4.6 In furtherance, and not in limitation of the foregoing, Licensee agrees: i) to maintain the Technical Information at all times, when other than at a Licensor location or facility, on Licensee�s premises and under lock and key when not in use; and ii) not to remove or destroy any proprietary or confidential legends or markings that may occur upon the Technical Information.
4.7 All documents relating to Technical Information delivered by Licensor to Licensee are and shall remain Licensor's property. If, as contemplated Licensee delivers any such documents to Consultant referred to in 3.1, Licensee shall require that they shall be returned to Licensee within three months after the implementation of the Developed Software.
5. LIMITATION OF LIABILITY AND INDEMNIFICATION
5.1 Licensor is not liable to Licensee for any claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of the completeness or accuracy or disclosure of the Technical Information. Licensor shall not have any liability under this Agreement for any money damages resulting from claims made by Licensee or any third party for any and all causes covered under this provision. Licensor�s sole liability under this Agreement for money damages resulting from claims made by Licensee or any third party arising from or related to any and all causes not covered by this provision shall be limited to the lesser of: (i) the amount of actual damages incurred by Licensee, or (ii) the amount paid by Licensee to Licensor for this license. Such damages shall be the full extent of Licensor�s monetary liability under this Agreement regardless of the form in which any such legal or equitable claim or action may be asserted against Licensor and shall constitute Licensor�s sole monetary remedy. Licensor shall not be liable or deemed to be in default for any delay or failure to perform under this Agreement resulting directly or indirectly from any cause beyond Licensor�s reasonable control. IN NO EVENT WILL LICENSOR BE RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH LICENSEE MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.2 Licensee shall indemnify, defend and hold harmless Licensor from and against any and all claims, demands, actions, lawsuits, damages, liabilities, losses, costs and expenses (including attorneys' fees) arising out of, resulting from or relating to any harm, death, injury or loss suffered by any individual or entity or the property or business of any individual or entity caused or alleged to have been caused due to claims arising under theories of product liability, personal injury, property damage or patent infringement, but related only to the Authorized Use of Technical Information by Licensee, and provided further, that such claims are limited to those only made by third parties other than Licensor, and only to the extent that Licensee has any direct responsibility for such claim due to its own fault or negligence.