INTOPIA B2B ACADEMIC LICENSE AGREEMENT
Between______(Licensee)
and INTOPIA™ ,Inc. (Licensor)
1. SiteThis is a site license (campus-specific) for use at the academic institution named above
Licensefor the time period specified in the copy of the INTOPIA B2B simulation dedicated to the institution. The license is signed by a person (hereafter the Licensee) with authority to bind the institution to the license agreement. The person(s) actually scheduled to use the B2B simulation is called the Facilitator (hereafter Fac), who has the same basic rights
and obligations as the Licensee. The license takes effect when the fee is paid.
Carefully read the terms and conditions before installing/using INTOPIA B2B.
2. ProgramOne backup copy of B2B may be made for emergency use (excluding any documentation)
Backup &in object code format for back-up or archival purposes, solely to support Licensee’s
Accessauthorized use under this License. The copy shall be labeled “Copy for back-up.” The
B2B, and the backup, should not beaccessible to anyonenot specifically authorized by the Licensee or Fac.
At any one time a single copy of the B2B may be installed on only one “office” and one
“home”computer. However, it may be moved from one computer to another, provided it is removed from the first computer.
Note that several runs, or “worlds,” may be operated from a single installation.
3. LimitationsLicensee shall not (i) assign, sublicense, transfer, lease, rent, encumber, time-share, or
on Licensedistribute the Program; (ii) copy, manufacture, adopt, translate, localize, port, or
otherwise modify or create any derivative work of the Program; or (iii) reverse engineer,
decompile, disassemble, reverse assemble, or attempt to derive source code, the
underlying ideas, algorithms, structure, or organization of the Program. Results of any
benchmark or other performance tests run with use of the Program may not be disclosed
to any third party without Licensor’s prior written consent.
4. OwnershipLicensee’s rights in and to the Program are solely as set forth above and do not include
any rights of or claims to ownership. Licensee agrees that Licensor owns all right, title,
and interest (including without limitation all copyright, trademarks, trade secret, and
other intellectual property rights) to the Program, including any and all copies thereof,
regardless of the form or media, and any and all modifications thereto.
5. MP to be A distinction is to be made between the B2B Master Program (MP) and its input/output
Intactmodule, the FORMIN Program. The MPmust remain intact at all times.The MP shall not be reverse engineered, decompiled, or disassembled. Amendments made from time to time by INTOPIA, Inc. to the MP and/or FORMIN are to be viewed as extensions of this intellectual property, and are subject to the License herein. Licensee (or the Fac) shall
not alter or remove the designation of the Licensee, nor the names of the authors, from
INTOPIA output pages.
6. LimitsThe Program is to be used only in courses that are part of academic degree programs,
on Use(including Executive MBA programs) on the licensed campus. Licensee and its faculty
members may not use the Program in consulting or in executive programs not leading to an MBA. Such use is considered equivalent to use by consulting firms, or in-house development programs carried out by corporations; this use requires a separate license and license fee. Any use of the Program not in connection with academic degree coursework as described above must be approved of in writing in advance by Licensor on a case-by-case basis, or such use shall constitute an immediate breach of this License.
The above paragraph notwithstanding, at any one time Licensee may conduct one centralizedProgram run with “outside” teams (other than in-house degree students), or mixing “inside” and outside teams at any one time. Outside teams may be admitted to such runs on a commercial basis. The runs defined here willhave a maximum number of 20 teams and 80 participants.
In addition, as this is a site license, a Fac moving or transferring to a non-licensed
institution is not permitted to use the Program until that institution has procured a
license from Licensor/INTOPIA, Inc.
7. FORMINEvery Participant (in fact, anyone) is free to download the FORMIN Program from the
ProgramWeb via .
Licensee may develop an alternative version of the FORMIN Program, or a different
input/output module.Any such change is to be submitted to INTOPIA, Inc., who will
decide whether the term FORMIN (or some derivative thereof) is to be applied to the change. Any change in the input/output module may only be used in runs conducted by the institution where the change originated.Thus such modification and the resulting
Program shall not be sold, licensed, given away, or otherwise transferred to any third
party, either directly or through middlemen, unless written permission has been
obtained from INTOPIA, Inc. and present Licensor has ascertained that the third party
already has an unexpired B2B license.
The institution where the change originated will not run “its” version of the Program
and/or FORMIN-Program on behalf of other institutions, or in cooperation with them,
unless such other institution(s) are all INTOPIA B2B licensees. Also, the originating
institution will not run “its” version at any time more than a single run with outside
participants.
8.GazetteThe Gazettetrade journal, on which the B2B Model Scenario is based, is a proprietary
Confidentialitytrade secretof INTOPIA, Inc., and is made available to Licensee only on that basis.
This means,among other things, that it must not be published on the web or email, which
clearly would interfere with the runs of other institutions. Violation of this provision is cause for denial of a renewed license.
9. ExecutiveA condition of this license is that international copyright law be respected, and that only
Guideauthorized copies of the INTOPIA B2B Executive Guide be used. Such copies may be
Copyrightordered from local bookstores, or directly from TICHENOR Publishing, , mailing address 2595 W. Vernal Pike, Bloomington, IN,
47404,USA, or their local representatives. TICHENOR Fax: +1 (812) 355-3137.
10. GuideLicensee is free to amend the information given in the Executive Guide, provided that the
Amendmentsamendments are clearly separated from the Guide both physically and in general
appearance. INTOPIA, Inc. stands behind the Guide only as originally published.
11. VoluntaryLicensees may develop special applications of B2B, course curricula, auxiliary
Clearingprograms(e.g., Cash Flow), administrative routines and shortcuts, etc. INTOPIA,Inc.
House ofrequests that such ideas be communicated to us. We maintain an email Newsgroup of
Ideasusers, and disseminate such info from time to time. The origin of any information thus
disseminated will be given due recognition in such mailings (unless the originator
expressly disallows at the time when the idea was submitted). “INTOPIADDS” appear
on the Newsgroup and in the INTOPIA, Inc. home page.
Any such ideas or program developments shall automatically become the property of the
Licensor. Licensee agrees to execute any and all documents requested by Licensor to
manifest Licensor’s ownership of such developments.
12. User’sContaining an array of documents intended to facilitate or enrich game administration,
Package,the User’s Package, plus a PowerPoint presentation of the B2B as well as the current
MailingModel Scenario, will be forwarded to Licensee institution, and Fac as well as Licensee
List ofrepresentative will be entered on the INTOPIA mailing list as soon as a duly signed copy
Licenseesof this Agreement has been received by INTOPIA, Inc. Any service extended by INTOPIA, Inc. also presupposes prior receipt of signed License Agreement.
13. LimitedLicensor warrants that INTOPIA program and auxiliary software provided by Licensor
Warrantywill substantially conform to published specifications and documentation, provided that it
is used with IBM-compatible hardware and with the Windows (or succeeding Microsoft) operating system. Licensee recognizes that INTOPIA software is inherently complex and may not be completely free from errors.
Licensor will replace any defective disks of the Master Program at no charge, if Licensee returns its original set of INTOPIA disks within 120 days of shipment of the original disks. This service requires that a signed copy of this Agreement is on hand at INTOPIA, Inc.
Except as expressly set forth above, no other warranty, express or implied, is made with respect to the program or services provided herein.
This License represents the entire agreement between Licensor and Licensee with respect to the subject matter hereof and shall supersede all prior agreements and communications of the parties, oral or written.
14. LimitedIn no case will Licensor be liable for any direct or indirect damages arising out of or in
Liabilityconnection with Licensee use or inability to use INTOPIA.
15. ValidityThis license shall be governed by and in accord with the laws of the State of Indiana and
the federal laws of the United States of America, and the parties agree to the exclusive
jurisdiction of the courts of the USA.
If any provision of this License is held to be invalid, illegal, or unenforceable for any
reason, such invalidity, illegality, or unenforceability shall not affect any other provision
of this License.
Signatures of Approval of this License Agreement:
Date of Licensee signature______, 200_
…………………………………………………...... …………………......
Signature, Authorized Licensee Representative Signature, B2B Facilitator Designate
…………………………………………………… ......
Name in CAPITAL text lettersName in CAPITAL text letters
......
Title Title
......
Location in Licensee organization Location in Licensee organization
......
Email address (text letters,please) Email address (text letters, please)
For INTOPIA, Inc., Licensor:
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Dr Hans B. ThorelliDistinguished Prof. of Bus. Admin. Em.
President, INTOPIA, Inc.KelleySchool of Business
2604 East Second StreetIndianaUniversity
Bloomington, IN47401, USABloomington, IN47405, USA
Email: