Download metran research and educational use software license

RESEARCH AND EDUCATIONAL USE SOFTWARE LICENSE AGREEMENT
This Agreement is made and entered into this ________________, (the "EFFECTIVE DATE")
by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a corporation duly
organized and existing under the laws of the Commonwealth of Massachusetts and having a principal
office at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139 U.S.A. (hereinafter referred to
as "M.I.T.") and ______________________________, a corporation having a principal office at
__________________________________________________________________________________
_______________________________________________ (hereinafter referred to as "LICENSEE").
WHEREAS, M.I.T. is the owner of certain rights, title and interest in software disclosed under
M.I.T. Case No. 12397 “METRAN”, by Maciek Antoniewicz and Gregory Stephanopoulos, and
related documentation, if any, as existing on the EFFECTIVE DATE (the “PROGRAM”) and has the
right to grant licenses thereunder; and
WHEREAS, M.I.T. wishes to have the PROGRAM exploited for educational purposes; and
WHEREAS, LICENSEE wishes to obtain a license to use the PROGRAM to conduct nonprofit educational research, fully subject the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants,
terms and conditions herein contained, the parties agree as follows:
1.
LICENSE GRANT
1.1
M.I.T. hereby grants to LICENSEE a limited, nontransferable, nonexclusive license to
use the PROGRAM solely in connection with the non-commercial research being conducted at the
direction of _______________________________________________________________________
_________________________________________________________________________________
(the “RESEARCH”) and fully subject to the terms and conditions of this Agreement.
1.2
Nothing in this Agreement shall be construed to grant to LICENSEE, by implication,
estoppel or otherwise, any rights in the PROGRAM, or any intellectual property or other proprietary
rights of MIT, other than as specifically set described under this Agreement.
2.
TERMS OF USE
2.1
The PROGRAM shall be used solely for the RESEARCH, by LICENSEE’s personnel
and only on computers at the following location:
Location:
Site Coordinator:
Phone:
Email:
2.2
LICENSEE shall not modify, derivitize, rewrite, or otherwise adapt the PROGRAM in
any way, except as necessary to run and use the PROGRAM as permitted under this Agreement.
2.3
third party.
LICENSEE shall not transfer or distribute the PROGRAM or any portion thereof to a
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2.4
LICENSEE acknowledges that title to the PROGRAM, and any intellectual property or
proprietary rights therein, shall remain with M.I.T. and that any copies of the PROGRAM or portions
thereof made by LICENSEE in accordance with the rights granted hereunder shall include an M.I.T.
copyright notice thereon. The notice shall be affixed so as to give reasonable notice of M.I.T.'s claim
of copyright and shall appear in the following format: "Copyright 2006 Massachusetts Institute of
Technology. All rights reserved."; or "© 2006 M.I.T. All Rights Reserved."
2.5
LICENSEE agrees that the PROGRAM shall not be used as, or incorporated into, a
commercial product, whether software or hardware; released under an open source license, whether in
whole or in part; or otherwise used for commercial purposes, directly or indirectly, without a license
from M.I.T. For the avoidance of doubt, “commercial purposes” shall also include use of the
PROGRAM in furtherance of commercially-funded research or in the performance of research
conducted on behalf of a commercial partner.
2.6
LICENSEE agrees that any person utilizing the PROGRAM will be advised of, and is
subject to, the terms and conditions of this Agreement.
2.7
M.I.T. reserves the right to inspect LICENSEE's use of the Program for the purpose of
verifying LICENSEE's compliance with this Agreement.
3. CONSIDERATION
LICENSEE shall owe to M.I.T., on the EFFECTIVE DATE, a license issue fee of zero dollars
($0), which shall be the sole sum payable by LICENSEE hereunder.
4. DELIVERY
4.1
Upon execution of this Agreement, M.I.T. shall initiate delivery to the LICENSEE of
one (1) copy of the PROGRAM, and accompanying documentation, if any. Such delivery shall be
effected by an email to the address listed in Section 2.1.
4.2
LICENSEE agrees to accept the PROGRAM as delivered. Accordingly, M.I.T. shall
not be required to load the PROGRAM onto LICENSEE's machines; test for proper operation;
perform debugging; make corrections; provide maintenance, service, or updates; or assist in the
understanding or use of the PROGRAM.
5. WARRANTIES
LICENSEE AGREES THAT THE PROGRAM IS PROVIDED “AS IS” AND THAT THE
RIGHTS GRANTED HEREUNDER ARE MADE AVAILABLE WITHOUT WARRANTY OF ANY
KIND EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
AND FURTHER INCLUDING NO WARRANTY AS TO CONFORMITY WITH WHATEVER
USER MANUALS OR OTHER LITERATURE MAY BE ISSUED FROM TIME TO TIME.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE
OR WARRANTY GIVEN BY M.I.T. THAT THE PRACTICE BY LICENSEE OF THE LICENSE
GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS, COPYRIGHTS, OR
OTHER INTELLECTUAL PROPERTY RIGHTS OF M.I.T. OR ANY THIRD PARTY.
IN NO EVENT SHALL M.I.T., ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS AND ASSOCIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY
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AND LOST PROFITS, REGARDLESS OF WHETHER M.I.T. SHALL BE ADVISED, SHALL
HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY.
6.
INDEMNIFICATION AND LIMITATION OF LIABILITY
LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify,
defend and hold harmless M.I.T., its trustees, directors, officers, employees, agents and affiliates,
against all claims, proceedings, demands, and liabilities of any kind whatsoever, including legal
expenses and reasonable attorneys' fees, arising out of, connected with, resulting from or sustained as a
result of use of the PROGRAM by LICENSEE. In no event shall M.I.T. be liable for special, direct,
indirect or consequential damages, losses, costs, charges, claims, demands, fees or expenses of any
nature or kind.
7.
NON-USE OF NAMES
LICENSEE shall not use the PROGRAM title or the names or trademarks of the Massachusetts
Institute of Technology or Lincoln Laboratory, nor any adaptation thereof, nor the names of any of
their employees, in any advertising, promotional or sales literature without prior written consent
obtained from M.I.T. The foregoing notwithstanding, LICENSEE may acknowledge M.I.T. as the
source of the PROGRAM in any publication by LICENSEE relating to its use of the PROGRAM.
8.
TERMINATION
This Agreement shall terminate upon the earlier of five (5) years from the EFFECTIVE DATE
or upon completion of the RESEARCH, unless earlier terminated according to this Article 8.
Upon any material breach of this Agreement by LICENSEE, M.I.T. shall have the right to
terminate this Agreement by giving thirty (30) days written notice thereof to LICENSEE. Such
termination shall become effective unless LICENSEE shall have cured any such breach prior to the
expiration of said thirty (30) day period. Upon termination for any reason, LICENSEE shall provide
M.I.T. with written assurance that the original and all copies of the PROGRAM, including partial
copies in modifications, have been destroyed. LICENSEE may retain a copy of the PROGRAM for
archival purposes only upon prior written authorization from M.I.T.
9. NOTICES
Any notices required or permitted under this Agreement shall be in writing, shall specifically
refer to this Agreement, and shall be sent by hand, recognized national overnight courier, confirmed
facsimile transmission, confirmed electronic mail, or registered or certified mail, postage prepaid,
return receipt requested, addressed to the address below, or as designated by written notice given to
the other party:
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In the case of M.I.T.:
Technology Licensing Office
Massachusetts Institute of Technology
Room NE18-501
255 Main Street, Kendall Square
Cambridge, MA 02142-1601
Attention: Director
Telephone: 617-253-6966
Fax: 617 258-6790
In the case of LICENSEE:
Attention: ____________________________
Telephone: ___________________________
Facsimile: ____________________________
Email: _______________________________
10. MISCELLANEOUS
10.1 This Agreement shall be construed, governed, interpreted and applied in accordance
with the internal laws of the Commonwealth of Massachusetts, U.S.A.
10.2 The parties hereto acknowledge that this Agreement sets forth the entire agreement and
understanding of the parties hereto as to the subject matter hereof, and shall not be subject to any
change or modification except by the execution of a written instrument subscribed to by the parties
hereto.
10.3 The provisions of this Agreement are severable, and in the event that any provisions of
this agreement shall be determined to be invalid or unenforceable under any controlling body of the
law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the
remaining provisions hereof.
10.4 The failure of either party to assert a right hereunder or to insist upon compliance with
any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar
subsequent failure to perform any such term or condition by the other party.
10.5 LICENSEE hereby gives written assurance that it will comply with, and will cause its
personnel to comply with, all United States laws and regulations controlling the export of certain
commodities and technical data, including without limitation all export administration regulations of
the United States department of commerce. Among other things, these laws and regulations prohibit
or require a license for the export of certain types of commodities and technical data to specified
countries.
10.6 This Agreement constitutes the entire agreement between the parties with respect to its
subject matter and supersedes all prior agreements or understandings between the parties relating to its
subject matter.
10.7 This Agreement may not be assigned or transferred by LICENSEE without M.I.T.’s
prior written consent.
10.8 All headings are for convenience only and shall not affect the meaning of any provision
of this Agreement.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and
year set forth below.
MASSACHUSETTS INSTITUTE
OF TECHNOLOGY
____________________________________
By:
By:
Title:
Title:
Date:
Date:
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