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LICENSE AGREEMENT - LONG FORM



This License Agreement C Long Form (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Licensor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]

AND:  [COMPANY NAME] (the "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


WHEREAS Licensor has developed, and is entitled to license to others including Licensee, a computer program called [SPECIFY] (the "Software"), capable of running on [SPECIFY TYPE OF PC], and related user documentation (the "Documentation") (collectively, the Software and the Documentation constitute, the "Work").

WHEREAS Licensee wishes to license the use of the Work, and Licensor has agreed to license such use, pursuant to the terms of this agreement.


GRANT OF LICENSE

Licensor hereby grants to Licensee, for the internal use of Licensee only, a personal, non-transferable and non-exclusive license to use: (i) the Software, solely in executable object code format, on a single workstation (the "Workstation"); and (ii) the Documentation provided therewith at the location(s) noted under "Specific Use Permitted" in Schedule "A" (the "Authorized Location(s)"). Licensee's right, if any, to use the Software on a network or to otherwise use the Software on more than a single workstation at a particular Authorized Location is subject to Licensee having been granted an express license, under "Specific Use Permitted" in Schedule "A", to access the Software for each workstation thereon from which Licensee intends to use the Software. Unless otherwise provided under "Specific Use Permitted" in Schedule "A", one copy of the Documentation will be provided with each copy of the Software, which Licensee is to be provided with hereunder. At the written request of Licensee, additional copies of the Documentation will be licensed to Licensee at Licensee's cost.


RESTRICTIONS ON USE

Licensee shall (a) not copy the Software except to copy it onto a hard disk attached to Licensee's Workstation and to make one copy of the Software solely for backup purposes; (b) not copy any of the Documentation for any purpose; (c) not assign this agreement or transfer, lease, export or grant a sub-license of the Work or the license contained herein to any Person except as and when authorized to do so by Licensor in writing; (d) not network the Software or otherwise use it on other than Licensee's Workstation except as expressly provided for in Schedule "A"; (e) not reverse engineer, decompile or disassemble the Software; (f) not use the Work except as authorized herein; (g) take all reasonable precautions to prevent third parties from using the Work in any way that would constitute a breach of this agreement including, without limitation, such precautions as Licensee would otherwise take to protect its own proprietary software or hardware or information. 

In addition, Licensee shall not use the Work to act as a service bureau, in whole or in part, for any other Person, including any affiliate of Licensee except as expressly provided in Schedule "A". For the purposes of this agreement, "Person" includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other judicial entity recognized by [YOUR COUNTRY LAW].


AUTHORIZED LOCATION (S)

Provided that Licensee is not in default of any term of this agreement, Licensee may change the Authorized Location(s) from time to time, without the consent of the Licensor, by delivering [NUMBER] days prior written notice of the change of location to the Licensor together with written confirmation that Licensee will comply with the following conditions:

The proposed Authorized Location shall be within the same municipality as the current Authorized Location; and

The use of the Work at the current Authorized Location shall cease by the time of commencement of the use of the Work at the proposed Authorized Location.

Otherwise, unless expressly provided under "Specific Use Permitted" in Schedule "A", Licensee may change an Authorized Location only with the prior written consent of Licensor, which shall not be unreasonably withheld.


DELIVERY, INSTALLATION AND DATA CONVERSION

As indicated in Schedule "A", Licensor shall deliver that number of copies of the executable object code for the Software to those Authorized Locations (together with such Documentation as is reasonably required by Licensee to operate the Software in the manner contemplated hereunder) and install the Software on the applicable Workstation(s) at each Authorized Location. 

The installation of the Software at an Authorized Location shall be deemed to be completed on the date that Licensor provides written notice to Licensee that the Software, including those modifications (the "Modifications"), if any, as set out in Schedule "B" hereto, has been properly installed, is in good working order, capable of meeting those requirements mutually agreed to by Licensor and Licensee as set out in Licensee's current user documentation as modified by Schedule "B" (the "Licensee's Specifications") and otherwise ready for Licensee to commence acceptance testing of the Software at the particular Authorized Location as contemplated in Section 6.

In conjunction with, and as part of, the installation of the Software at an Authorized Location, if specifically contracted for in Schedule "B" hereof, Licensor, in consultation with and with the reasonable assistance of Licensee, shall be responsible for and shall carry out an electronic conversion of Licensee's data, as more particularly described in Schedule "B", from its current electronic form into a form suitable for processing with the Software and as required for the testing of the Software and for use of the Software as contemplated hereunder.


TRAINING

In conjunction with the installation of the Software at each Authorized Location, and prior to the commencement of acceptance testing at such Authorized Location, Licensor shall provide, for a period of up to [SPECIFY] man days at the first Authorized Location and [SPECIFY] man days at each subsequent Authorized Location, suitably qualified employees and appropriate documentation and manuals to train, and shall train, Licensee's personnel in the proper use, and day-to-day routine support, of the Software at such time as is mutually convenient for both Licensor and Licensee.


ACCEPTANCE TESTING AT EACH AUTHORIZED LOCATION

In respect of each Authorized Location, upon written notice by Licensor of the completion of the installation of the Software as provided for in Section 4 and the basic training provided for in Section 5, for a period of [NUMBER] days, Licensee shall operate the Software in accordance with Licensee's normal operating practices. At the end of each day during such [NUMBER] day operational period, Licensee shall notify Licensor of any instances in which the Software does not perform in accordance with Licensee's Specifications.

If Licensor receives such notification, then it shall take such actions as are necessary to allow the Software to perform in accordance with the Licensee's Specifications. Once it has completed such action, the Software shall be retested by Licensee in accordance with Section 6.1. Such testing and notification by Licensee and remedial action by Licensor shall be repeated until the Software has been accepted by Licensee, acting reasonably, as performing in accordance with such criteria.

Notwithstanding 6.1 and 6.2 of this Section 6, Licensee acknowledges and agrees that there may be minor deficiencies in the Software and provided that on notification thereof Licensor promptly rectifies such deficiencies, the acceptance of the Software will not be delayed thereby.

If Licensor does not receive notice of any deficiencies within [NUMBER] days after the completion of the acceptance period, then Licensee shall be deemed to have accepted the Software at that Authorized Location.


OPTION TO REJECT SOFTWARE

If during the [NUMBER] day period described in Section 6, the Software has failed to perform in accordance with the Licensee's Specifications and Licensor has been unable to correct the deficiency within the latter of (i) [NUMBER] days written notice being provided to Licensor of such failure and (ii) one hundred and [NUMBER] days from the start of acceptance testing at such Authorized Location, then Licensee shall have the option, exercisable on [NUMBER] days written notice to Licensor, in lieu of any other remedy, to reject the Software. Such option shall terminate if in the interim, the Software should successfully complete acceptance testing.


OPTION TO REJECT EXERCISED

If Licensee exercises its option to reject the Software in accordance with Section 7, then the [COMPANY NAME] hereto shall forthwith carry out the following actions and this agreement will terminate upon their completion:

Licensee shall return all copies of the Work and all of Licensor's Confidential Information in its possession or control to Licensor; and

Licensor shall return to Licensee the amounts paid to Licensor hereunder, if any, and all of Licensee's Confidential Information in its possession or control.


COOPERATION AND IMPLEMENTATION

Each of Licensor and Licensee have designated in Schedule "C", a responsible individual from their respective organizations with the authority and competence to act, and responsibility to serve, as a project manager hereunder and deal with the other party with respect to the Software. Licensee's project manager shall also be responsible for providing or coordinating the provision of such information about Licensee and its operations, external and internal procedures and such other information as Licensor may reasonably require in order to perform its obligations hereunder including supervising the conduct of the various acceptance tests and managing and scheduling the Software following installation thereof.

 Licensee's project manager shall have the authority on behalf of Licensee to notify Licensor that any acceptance tests provided for herein have been successfully passed or, where applicable, that Licensee waives compliance with any such acceptance tests. Licensor's project manager shall be responsible for coordinating with Licensee's project manager, the delivery and installation of the Software. The project managers shall on such basis meet as may be reasonably requested by either of them in writing.

Licensor and Licensee shall use their best efforts to carry out their respective obligations under this agreement in accordance with the Implementation Schedule set out in Schedule "C".


MAINTENANCE AND SUPPORT

The "Maintenance Commencement Date"

is the date that acceptance testing is successfully completed at any of the Authorized Locations. For a one year term commencing upon the Maintenance Commencement Date, upon paying the fees payable hereunder including the Initial Annual Maintenance Fee, and for each year thereafter, provided that Licensee continues to pay the Annual Maintenance Fee, Licensor shall provide the following maintenance and support services (the "Maintenance Services") in respect of the Work:

Software Update Service;

Telephone Support Service;

Software Repair Service; and

Ancillary Services.

Licensor warrants that all Maintenance Services will be provided in a workmanlike manner by duly qualified personnel in accordance with all applicable Federal and Provincial regulations governing such services.
Software Update Service

As part of the Software Update Service, Licensor shall provide to Licensee:

any known problem resolutions relating to the Software to Licensor on a periodic basis;

corrections for problems that Licensor diagnoses as defects in a currently supported version of the Software;

all modifications, refinements, and enhancements ("Improvements") which Licensor elects to incorporate into and make a part of the Software and does not separately price or market; new releases of the Software which Licensor elects to make available to its general client base;

Improvements required to allow the Software to operate in conformance with new versions or releases of [MS-DOS] so long as such Improvements are technically feasible;

updated user manuals on an annual basis; and a user newsletter provided on a periodic basis.

Telephone Support Service

Telephone Support Service includes Licensee having direct telephone access to employees of Licensor who have the necessary technical expertise and experience to understand and consider Licensee's inquiries concerning the Software failing to work pursuant to Licensee's Specifications and to clarify Documentation that is either insufficient or unclear. Such direct telephone access shall be available Monday through Friday, exclusive of statutory holidays, from a.m. to p.m. [SPECIFY TIME ZONE]. Licensor shall be obligated to respond to such inquiry as soon as is practically possible but in no event shall an initial phone back take more than [SPECIFY] business hours to provide. In the event that the ultimate response is not satisfactory to Licensee, acting reasonably, or is nor otherwise provided within [SPECIFY] Business Days, then Licensor shall provide Software Repair Services, if applicable.

Software Repair Service

Should the Software not operate substantially in conformance with the Licensee's Specifications in all material respects, Licensor will use its best efforts to repair the Software by modem at no additional charge to Licensee. In order to receive the Software Repair Service, Licensee acknowledges that it must have a licensed copy of [SPECIFY] or of any other communications software program approved in advance by Licensor, in writing, as well as, at a minimum, a Baud Modem. Notwithstanding the foregoing, Licensor may, at its discretion and by providing written notice prior to such service, charge a fee at its then standard rates to provide Software Repair Services, which are required due to:

Failure due to operator errors;

Failure to maintain Software at such version or release of the Software provided by Licensor or such updated version or release thereof as is provided by Licensor to Licensee, from time to time, at no additional charge as part of the Maintenance Services or otherwise;

Modification of the Software by Licensee; or

the Software being transferred to a different networking environment or hardware configuration without the prior written consent of Licensor.

Ancillary Services

During the initial one year term of Maintenance Services and every one year renewal term thereafter, Licensor shall provide Licensee, at the written request of Licensee, at no additional charge, up to [SPECIFY] man-hours of services by Licensor's employees to develop modifications to the Software to meet Licensee's specific needs but such services shall not include the provision of modifications which either increase the performance or functionality of the Software. Unused man-hours cannot be accrued from term to term. The determination of whether a request by Licensee for services to develop a specific modification to the Software is to be included as part of the Ancillary Services shall be made by Licensor, in its sole discretion. 

Licensee understands and agrees that all solutions, corrections, Improvements, and new releases supplied by Licensor should be promptly implemented in the Software. Licensee further recognizes that its failure to so implement such solutions, corrections, Improvements, and new releases may render the Software unusable or nonconforming to the Documentation, and Licensee agrees to assume all risks therefrom, and release Licensor from all liability in respect thereof.

Licensor covenants that it shall continue to offer to provide Maintenance Services to Licensee on the same terms as provided hereunder for a period of time no less than the later of: (i) the date when Licensor is no longer offering Maintenance Services for the Work to any other user; and (ii) [NUMBER] months from the Maintenance Commencement Date. Licensee shall have the option to contract for Maintenance Services for successive [NUMBER] month periods and shall be deemed to have elected to have accepted such option unless Licensee notifies Licensor in writing no less than [NUMBER] days prior to the commencement of the next [NUMBER] month period for such Maintenance Services that Licensee wishes to discontinue the Maintenance Services. 

If Licensee elects to terminate the ongoing provision of Maintenance Services, then Licensor shall no longer have any obligation to provide such services hereunder. In any event, Licensor shall provide [NUMBER] months written notice of its decision to no longer provide Maintenance Services and such termination shall not interfere with any [NUMBER] month period of Maintenance Services contracted for by Licensee.


FEES

Licensee shall pay those license fees as set out in Schedule "A" for the use of the Work at each Authorized Location, (including for the use of Modifications to the Software) (the "License Fees") and certain related fees as follows:

all delivery and installation costs plus % of the License Fees upon the execution of this agreement by both parties;

[PERCENTAGE %] of the License Fees upon the provision of written notice under Section 4 that the Software is ready for acceptance testing at that Authorized Location; and 

[PERCENTAGE %] of the License Fees upon the successful completion of acceptance testing of the Software at the Authorized Location.

The maintenance fees for the [NUMBER] month period commencing upon the Maintenance Commencement Date (the "Initial Annual Maintenance Fees") are set out in Schedule "A" hereto and shall be within [NUMBER] days of the successful completion of acceptance testing at any Authorized Location. Thereafter, on an annual basis, Licensor may increase its Maintenance Fees for subsequent [NUMBER] month periods provided that:

such increase does not on a percentage basis exceed the percentage increase in the Consumer Price Index (all categories) for [COUNTRY] over the previous [NUMBER] ([NUMBER]) months from the date of such increase as determined by Statistics [COUNTRY];

Licensor gives [NUMBER] days prior notice of such increase before it is to become effective;

such increase constitutes the only increase in such calendar year; and 

such increase is as a result of Licensor instituting a general price increase for Maintenance Services of at least the same magnitude in its national price list which is applicable to all of its customers.

The License Fee, the Annual Maintenance Fees, including the Initial Annual Maintenance Fee, and all other fees payable hereunder to Licensor, are exclusive of all sales, use or other taxes, customs, duties and similar levies if any, payable in or to any jurisdiction or authority whatsoever, which taxes, duties and levies shall be the responsibility of Licensee (other than taxes on the net income of Licensor). Overdue amounts shall accrue interest from the relevant due date until the date that payment is received at the rate of [PERCENTAGE %] per month per annum).

With the prior written consent of the Licensee, those additional services rendered by Licensor which are reasonably contemplated hereunder as being provided at an additional charge and the charge for which is not otherwise set out herein may be charged to the Licensee at Licensor's standard rates then in effect plus, where travel outside of Metropolitan [STATE/PROVINCE] is required, all reasonable out-of-pocket expenses approved in advance by the Licensee, including, without limitation, transportation, lodging, and meals. Such payment is payable within [NUMBER] days of a provision of an invoice by Licensor for such services.


SPECIFICATIONS

For the acceptance period and, following the acceptance period, for so long as the Software is under Maintenance Services, Licensor warrants that the Software shall perform substantially in conformance with the Licensor's Specifications in all material respects.


INTELLECTUAL PROPERTY INDEMNITY

Licensor is the owner of all intellectual property rights in the Work (including any Improvements or Modifications thereto) including all related written materials, logos, names and other support materials provided pursuant to the terms of this agreement. No title to the intellectual property in the Work is transferred to Licensee by this agreement. Licensor represents and warrants that it has the right to grant the license hereby granted to use the Work and that there are not, nor will there be, any lien, encumbrance, security interest or other rights against the Work. 

Licensor agrees to indemnify Licensee and hold it harmless from any and all damages (including punitive damages), losses or expenses (including without limitation, court costs, arbitration fees, penalties, fines, amounts paid in settlement of claims and reasonable legal fees and expenses of investigation) (hereinafter referred to as the "Losses") which Licensee or any of its respective officers or directors, may incur, suffer or become liable for as a result of or in connection with any claim asserted against Licensee to the extent such claim is based upon a contention that the Work, or

any portion thereof, in the form accepted by Licensee and used within the scope of this agreement infringes any [COUNTRY] patents, copyrights, trade secrets, trade marks or other intellectual property rights of any third party, provided that Licensee has notified Licensor in writing of such claim within [NUMBER] days of a responsible officer of Licensee becoming aware of such claim. If the Work or any portion thereof is held to constitute an infringement of another Person's rights, and use thereof is enjoined, Licensee shall, at its election and expense, either:

procure the right to use the infringing element of the Work;

procure the right to an element which performs the same function without any material loss of functionality; or

replace or modify the element of the Work so that the infringing portion is no longer infringing and still performs the same function without any material loss of functionality;

and shall make every reasonable effort to correct the situation with minimal effect upon the operations of Licensee.

  Notwithstanding the foregoing, Licensor shall have no liability for any claim of infringement based on use of other than a current, unaltered release of the Software available from Licensor if such infringement would have been avoided by the use of a current, unaltered release of the Software (provided that such current, unaltered release performed substantially in conformance with the Licensee's Specifications and was provided, at no additional cost by Licensor, to those subscribing for maintenance services for the Software).

The foregoing states the entire obligations of Licensor with respect to infringement of proprietary or intellectual property rights of third parties.


CONFIDENTIALITY

Each of Licensor and Licensee shall use reasonable efforts (and, in any event, that are no less than the efforts used to protect its own Confidential Information) to protect from disclosure such information that is the Confidential Information of the other. Each of Licensor and Licensee shall divulge such Confidential Information only to its employees or agents who require access to it for the purposes of this Agreement or as otherwise provided in this Agreement. Each of Licensor and Licensee (the "Indemnifying Party") agrees to indemnify the other (the "Indemnified Party") for all Losses incurred by the Indemnified Party as a result of a failure of the Indemnifying Party to comply with its obligations under this Section 14 provided that the Indemnified Party has given prompt notice of any such claim and, to the extent that a claim may lie against a third party for the unauthorized disclosure of such Confidential Information, the right to control and direct the investigation, preparation, action and settlement of each such claim, and further provided that the Indemnified Party reasonably cooperates with the Indemnifying Party in connection with the foregoing and provides the Indemnifying Party with all information in Indemnified Party's possession related to such claim and such further assistance as reasonably requested by Indemnifying Party. 

"Confidential Information" means all data and information relating to the business and management of either party, including proprietary and trade secrets, technology and accounting records to which access is obtained hereunder by the other party, provided, however, that Confidential Information shall not include any data or information which: 

is or becomes publicly available through no fault of the other party; 

is already in the rightful possession of the other party prior to its receipt from the other party;

is independently developed by the other party; 

is rightfully obtained by the other party from a third party; 

is disclosed with the written consent of the party whose information it is; or 

is disclosed pursuant to court order or other legal compulsion. 

This Section 14 shall survive the termination of this Agreement. Licensee acknowledges and agrees with Licensor that the breach by it of any of the provisions of this agreement would cause serious and irreparable harm to Licensor which could not adequately be compensated for in damages and in the event of a breach by Licensee of any of such provisions, Licensee hereby consents to an injunction being issued against it restraining it from any further breach of such provision, but such action shall not be construed so as to be in derogation of any other remedy which Licensor may have in the event of such a breach.


LIMITATION OF LIABILITY

The limitation of liability provisions of this agreement reflect an informed voluntary allocation of the risks (known and unknown) that may exist in connection with the provision of the goods and services hereunder by Licensor including the performance of the Work provided hereunder, and that such voluntary risk allocation represents a material part of the agreement reached between Licensor and Licensee. Should Licensor be in breach of any obligation, Licensee agrees that Licensee's remedies will be limited to those set forth in this agreement. No action, regardless of form, arising out of this agreement may be brought by Licensee more than [NUMBER] months after the facts giving rise to the cause of action have occurred, regardless of whether those facts by that time are known to, or reasonably ought to have been discovered by, Licensee.

Direct Damages Only

Subject to the restrictions in this Section 15 and the indemnities provisions of Section 13 (Intellectual Property Indemnity) and Section 14 (Confidential Information Indemnity), and subject to Licensee's election, if so entitled in law, to rescind or be discharged from this agreement, in the event of any breach by Licensor of its obligations under this agreement, including any breach of a fundamental term or a fundamental breach, Licensee's exclusive remedy shall be to receive from Licensor payment for actual and direct damages to a maximum amount equal to the greater of:

[COUNTRY] [AMOUNT]; and (b) the amounts paid hereunder by Licensee to Licensor in the last twelve months; less the amount of any damages already paid or to which Licensee is or may be entitled by reason of any claim arising out of a breach (including fundamental breach) by Licensor of this agreement, or otherwise, whether based in contract, tort (including negligence), or otherwise. 

No Indirect Damages, etc.

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CLAIM FOR:  (A) PUNITIVE, EXEMPLARY, OR AGGRAVATED DAMAGES; (B) DAMAGES FOR LOSS OF PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE OR LACK OF AVAILABILITY OF LICENSEE FACILITIES, INCLUDING ITS COMPUTER RESOURCES AND ANY STORED DATA; (C) INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES; OR (D) CONTRIBUTION OR INDEMNITY IN RESPECT OF ANY CLAIMS AGAINST LICENSEE.

Warranties

Other than as expressly provided herein, each of the Work and the services provided hereunder, is provided "as is" without warranty, representation or condition of any kind, expressed or implied, in fact or in [YOUR COUNTRY LAW], including but not limited to the implied warranties or conditions of merchantable quality and fitness for a particular purpose and those arising by statute or otherwise in [YOUR COUNTRY LAW] or from a course of dealing or usage of trade.


TERMINATION

Either party shall have the right on notice to the other party to terminate this agreement if: 

the other party should fail to pay an amount to the other when due hereunder (other than an amount such party, in good faith, disputes is owing) and such breach is not cured within [NUMBER] days after written notice of such is given to it by the other party;

the other party shall file a voluntary petition in bankruptcy or insolvency or shall petition for reorganization under any bankruptcy [YOUR COUNTRY LAW] (and such is not dismissed within [NUMBER] days);

the other party shall consent to involuntary petition in bankruptcy or if a receiving order is given against it under the Bankruptcy Act or the comparable [YOUR COUNTRY ACT/LAW/RULE] of any other jurisdiction (and such is not dismissed within [NUMBER] days);

there shall be entered an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other party's assets and such order, judgment or decree continues in effect for a period of thirty [NUMBER] consecutive days; provided, however, that such order, judgment or decree may remain in effect for longer than such [NUMBER] days, if the other party is diligently appealing such order, judgment or decree; or

the other party shall fail to perform any of the other material obligations set forth in this agreement and such default in the case of a default which is remediable continues for a period of [NUMBER] days after written notice of such failure has been given by the non-defaulting party.

Notwithstanding Section 16.1, Licensor may forthwith terminate this Agreement if Licensee is in breach of any of Sections 2, 3, 14 and 17 of this agreement. Licensor shall provide written notice of such termination as soon as practicable but written notice shall not be a necessary prerequisite to such termination.

Upon the termination of this agreement, without prejudice to any other rights which the [COMPANY NAME] may have:

Licensee shall immediately deliver to Licensor any of Licensor's Confidential Information provided hereunder (including the Software and any Modifications or Improvements thereto) then in its possession or control, if any, and shall deliver a certificate of an officer of

Licensee shall refrain from further use of such Confidential Information and shall promptly sign such documentation deemed necessary by Licensor or Licensors' solicitors for the purpose of confirming the ownership of the Work and the intellectual property rights therein (including any Modifications or Improvements thereto); and

Each party shall forthwith pay all sums owing to the other hereunder.


SURVIVAL

The provisions of Sections 13, 14, 15, 16.3, 17, 18, 19, 20, 21 and 22 herein shall survive the termination of this agreement.


NON-SOLICITATION OF EMPLOYEES

During the term of this agreement and for a period of [NUMBER] year thereafter, each of Licensor and Licensee agrees not to hire or allow its respective affiliates to hire:

any employee of the other party; or

any person who was an employee of the other party during the previous [NUMBER] months, who was directly involved in the provision of Work or any of the related services provided hereunder unless otherwise mutually agreed to by the parties.


FORCE MAJEURE

Dates and times by which Licensor is required to render performance under this agreement shall be automatically postponed to the extent and for the period that Licensor is prevented from meeting them by reason of any cause beyond its reasonable control, provided Licensor notifies Licensee of the commencement and nature of such cause and uses its reasonable efforts to render performance in a timely manner.


ASSIGNMENT, ETC.

Licensor may assign this agreement, or any of its rights or obligations hereunder, in whole or in part, subject to providing prior written notice to Licensee. Licensee may assign this agreement, or any of its rights or obligations hereunder, in whole or in part, with the prior written consent of Licensor. This agreement shall enure to the benefit of and be binding upon each of Licensee and Licensor and their respective successors and permitted assigns.


GOVERNING [YOUR COUNTRY LAW], ETC.

This agreement shall be governed by and construed in accordance with the [YOUR COUNTRY LAW] of [STATE/PROVINCE] and federal [YOUR COUNTRY LAW] of [COUNTRY] applicable therein and shall be treated, in all respects, as an [SPECIFY] contract. Licensee and Licensor submit to the non-exclusive jurisdiction of the courts of [STATE/PROVINCE]. The parties hereby expressly exclude the application of the [COUNTRY] Convention on Contracts for the International Sale of Goods. 


MISCELLANEOUS

This agreement, and any documents referred to herein, is the entire agreement between Licensee and Licensor pertaining to Licensee's right to use the Work and the provision of the services, and supersedes all prior or collateral oral or written representations or agreements related thereto. In the event that one or more of the provisions is found to be illegal or unenforceable, this agreement shall not be rendered inoperative but the remaining provisions shall continue in full force and effect. Except as otherwise provided herein, no term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. 

Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. Unless otherwise expressly provided, any notice or other communication required or permitted to be given hereunder or for the purposes hereof to Licensee or Licensor shall be in writing and shall be sufficiently given if delivered personally to such party, or if sent by prepaid registered mail or if transmitted by fax to such party at the address and facsimile number noted in Schedule "A" for Licensee and for Licensor to:

  [Address, title of contact, telephone no. and telecopy no.]

For the purposes of this agreement, Business Day means any day other than a Saturday, Sunday, statutory or civic holiday in.

This agreement is governed by the terms and conditions noted above and, when signed by each of Licensor and Licensee, will form a legally binding contract between Licensor and Licensee. Accordingly, you are advised to review the terms and conditions of this agreement. By signing below you acknowledge that you have read and understood the terms of this agreement and hereby bind Licensee to this agreement.


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


LICENSOR             LICENSEE


                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title



SCHEDULE "A"

LICENSEE'S PARTICULARS


Licensee Information

Name and Address:   

Tel/Fax Nos:    

Prim./Sec. Contacts:  


Specific Use Permitted:  


Ordering and Costing Information:

Delivery and Installation Costs:  

License Fees (Basic)  

Additional License Fees (Modifications)

Annual Maintenance Fees 

[Initial Term (one year)]:  

Total (plus taxes):  

 
SCHEDULE "B"

LICENSEE'S SPECIFICATIONS

Modifications:  
Data Conversion:    


SCHEDULE "C"

IMPLEMENTATION SCHEDULE

Licensor's Project Manager:

Licensee's Project Manager:  

If applicable, The Implementation Schedule shall also set out below, in respect of each Authorized Location, (i) the date of delivery of the Work; (ii) the dates for the commencement and completion of installation; (iii) the date for on site Training; and (iv) the date for the commencement of acceptance testing.

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