APlace License Agreement
SD2005-802
THIS AGREEMENT (“Agreement”) is made by and between The Regents Of The University Of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 ("UC"), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 and ______(“Sublicensee”) having and address of ______.
As requested, the Regents of the University of California (“UC”) is providing ______(“Sublicensee”) with a copy of the Analytic Placer (the “Program”) docketed as UCSD Copyright Disclosure SD2005-802. The Program is subject to the following patents (“Patents”) owned by Synopsys, Inc (“Synopsys”):
U.S. Pat. No. 6,282,693
U.S. Pat. No. 6,662,348
U.S. Pat. No. 6,301,693
U.S. Pat. No. 6,671,859
U.S. Pat. No. 6,665,851
Synopsys has licensed the UC to create and use the Program for educational and research purposes and to distribute the Program to Sublicensee for these same purposes under the terms of this letter. No further distribution or commercial use of the Program is permitted. Please sign and return to our office a copy of this letter to indicate Sublicensee’s agreement to these terms.
The terms are as follows:
1. License. UC hereby grants to Sublicensee a non-exclusive, limited royalty-free sublicense, under the Patents, in the United States, during the Term of this letter to use copies of the Program and to install on a computer system and create backup copies, in executable format only, for the sole purpose of conducting Education and Research Activities. “Education and Research Activities” means non-commercial internal activities undertaken by Sublicensee for the sole purpose of conducting academic, research or related instructional activities in a classroom environment. Education and Research Activities do not include training outside of a classroom environment, consulting or other services performed for a third-party, regardless of whether a fee is charged.
2. Restrictions. Sublicensee may not: (a) distribute the Program to any third party; (b) use the Program for any commercial purpose or any purpose other than for its own internal Education and Research Activities; (c) remove Synopsys’ proprietary rights notices from the Program; (d) decompile, disassemble or otherwise reverse engineer the Program, except to the extent permitted by applicable law notwithstanding the foregoing restriction; or (e) modify the Program in any way. There are no implied licenses granted under this Agreement and the UC and Synopsys reserve all rights not expressly granted to Sublicensee in this letter. Sublicensee may exercise its rights in this letter solely through its faculty, students, and staff and through no other persons, and will ensure that its faculty, students, and staff are informed of the terms and conditions contained in this letter.
3. Conditions. As a condition to receiving this license, Sublicensee represents and warrants to the UC and Synopsys that it is a university or other not-for-profit institution located in the United States and primarily engaged in academic or research activities, and is not an industry consortium, standards body, or similar industry-associated entity.
4. Indemnification. Sublicensee shall indemnify, hold harmless and defend UC and Synopsys, their officers, employees, and agents; the sponsors of the research that led to the Program and Patents; the inventors of the patents and patent applications in Patents and their employers; and the authors of the Program and their employers against any and all claims, suits, losses, damage, costs, fees, and expenses resulting from or arising out of exercise of this license.
5. Term. The license rights granted under this letter will terminate on the earlier of June 30, 2009 or when the last-to-expire of the Patents expires. The license rights granted under this letter automatically terminate if Sublicensee does not comply with the terms and conditions of this letter. In addition, Synopsys or the UC may terminate this license for any reason and at any time upon written notice sent to the address at the top of this letter, except that Sublicensee (with the exception of any faculty, students, or staff of Sublicensee who were involved in any breach of this letter that resulted in its termination) will be permitted to continue exercising the license rights granted herein to complete and use the Program during a license wind-down period ending upon the last day of the semester, quarter, or other academic term in progress upon the date that notice of termination was served.
6. No Warranty. THE PATENTS ARE LICENSED AND THE PROGRAM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY WITH RESPECT TO TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR RESULTS. SUBLICENSEE USES THE PROGRAM AT ITS OWN RISK.
7. No Liability. Under no circumstances will the UC or Synopsys be liable to Sublicensee or any others under the terms of this letter under any legal theory (including tort or contract) for any damages, whether direct, indirect, incidental, consequential, exemplary or special, arising out of or related to this letter or Sublicensee’s use of the Program or Patents.
8. General. This Agreement is governed by the laws of California without regard to its conflicts of law principles. Synopsys is a third-party beneficiary of the UC’s rights hereunder. Sublicensee may not assign or sublicense its rights under this Agreement.
Read and agreed:
SUBLICENSEE:
By: ______
(Authorized Representative)
Printed Name: ______
Title: ______
Date: ______
Upon signing, please return to:
Technology Transfer and Intellectual Property Services
University of California, San Diego
9500 Gilman Drive
La Jolla, CA 92093-0910
Attn: Director
ph. (858) 534-5815
fx. (858) 534-7345
Overnight deliveries:
Technology Transfer and Intellectual Property Services
10300 N. Torrey Pines Rd.
1st Floor
La Jolla, CA 92037
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