10/09/18
Contrat de brevet
et de logiciel
LICENSING AGREEMENT OF PATENT AND SOFTWARE
BETWEEN THE UNDERSIGNEDS:
- BODY (exact and complete naming + address where to send), below indicated by THE BODY, represented by M … … (identity to be completed), acting as (quality to be completed),
On one hand,
AND:
- THE PAULSABATIERTOULOUSEIIIUNIVERSITY, 118 route de Narbonne, 31062 Toulouse Cedex 4 (France), below indicated with "the UPS", represented to the present by M Jean-François Sautereau, acting as President,
On the other hand.
AFTER IT WAS EXPOSED THAT:
Mister Jean-Philippe GASTELLU-ETCHEGORRY is the author of a software of modeling of the radiative transfer named DART (DISCRETE ANISOTROPIC RADIATIVE TRANSFER).
DART software was developed within the UPS, employer of Mister Jean-Philippe GASTELLU-ETCHEGORRY, to which was devolved the set of the patrimonial rights of intellectual property on this software.
The sources of this software and the associated documentation were the object of a deposit at bailiff on May 3, 2001 in the name of the UPS, for the purposes of constitution of proof with date sure of the creation of the software.
DART software, including the set of the associated documentation, will be below indicated by the "SOFTWARE".
Besides, the UPS deposited in France on April 6, 2001 a first application for a patent under number n ° 01/04708 concerning an entitled invention "Proceed for obtaining a simulated numeric representation of the radiative state of an heterogeneous tridimensional scene ", of which the inventor is Mister Jean-Philippe GASTELLU-ETCHEGORRY. The patent was published on October 11, 2002 under number 2823344.
The protection of this invention was widened abroad with an international application for a patent PCT n °PCT / FR02 / 01181 "Proceed for obtaining a simulated numeric representation of the radiative state of an heterogeneous tridimensional scene " and deposited on April 4, 2002 under priority of the application for the patent French aforesaid.
Mister Jean-Philippe GASTELLU-ETCHEGORRY's above-mentioned invention is protected by patent on the territory where study described below is realized.
Application for a patent or current patent on the territory where this study is realized will be below indicated by the "PATENT".
SOFTWARE and PATENT will be below indicated together by the "RIGHTS OF INTELLECTUAL PROPERTY".
oOo
In (month and year to clarify), M.X. (Identityto be completed), in the BODY (quality to be completed: student, professor, etc.), contacted Mister Jean-Philippe GASTELLU-ETCHEGORRY, author and inventor of the RIGHTS OF INTELLECTUAL PROPERTY, by indicating to him that he wishes to use the RIGHTS OF INTELLECTUAL PROPERTY, property of the UPS, for purposes of public research within the BODY, within the framework of the following study … (To indicate here the title of the study or a summary description of this one).
Detailed program (financing, resources and average employees, place of realization, content of works, scientific purpose, expected duration) of this study, below indicated by "the STUDY", appears in Appendix 1 in the present contract.
The UPS agreed to grant to THE BODY a license of not exclusive use of the RIGHTS OF INDUSTRIAL PROPERTY for the purposes of realization of the STUDY, under the conditions defined below.
Considering the purpose of public research pursued by the realization of the STUDY, the UPS grants the license to THE BODY without financial counterpart.
oOo
The UPS declares that the RIGHTS OF INTELLECTUAL PROPERTY belong to her in full property and that this day she did not give in to third parties any right on these RIGHTS OF INTELLECTUAL PROPERTY, so that she arranges well right to grant to the BODY the set of the rights of use aimed at the present contract.
From his part, the BODY declares on purpose that STUDY is realized in a frame of public research that is to say:
the STUDY is not financed, in a direct or indirect way, otherwise that by public money,
the Resources and average employees for the realization of the STUDY are public,
the results stemming from the STUDY and/or results stemming from the use of the RIGHTS OF INTELLECTUAL PROPERTY within the framework of the STUDY are not for all or any intended to be communicated, to be passed on or given up to a third party in exchange for a some counterpart susceptible to lead directly or indirectly for the BODY to an economy, a profit or an advantage of patrimonial order (notably: financial payment, donation in kind, etc.).
The BODY declares to have acquainted with the contents of the PATENT and to be completely informed about characteristics and specifications of the SOFTWARE.
The BODY declares to have received from the UPS all the necessary information to allow her to appreciate completely the equivalence of the RIGHTS OF INTELLECTUAL PROPERTY for the realization of the STUDY, and notably for its contents and for the pursued scientific purpose.
The BODY again declares to have a good knowledge of the technical and scientific environment of the RIGHTS OF INTELLECTUAL PROPERTY as well as a staff benefiting from all the qualification and the competence required for their use.
IT WAS AGREED WHAT FOLLOWS:
Article 1: Object of the contract:
The present contract has for object the concession by the UPS to the BODY of a personal right of use of RIGHTS OF INTELLECTUAL PROPERTY, non-transferable and non-exclusive for the necessities of realization of the STUDY.
By non-exclusive, one understands that the UPS keeps the power to grant to third parties the same rights as those granted to the BODY by virtue of the present contract and that it keeps the right to use and to exploit the RIGHTS OF INTELLECTUAL PROPERTY as it understands it.
Article 2: Come into effect - Duration:
The present contract comes into effect in the day of its signature by two parts.
It is concluded for duration expected by the STUDY, namely: (to complete by indicating either a duration as from the signature of the contract: X months or years as from the date of signature of the present contract, or a term: until such date - Indicated duration has to be identical to that mentioned in the Appendix 1).
In case the STUDY would be brought to have to go on beyond expected duration foreseen in the previous paragraph, and in case the BODY would wish to be able to pursue the use of the RIGHTS OF INTELLECTUAL PROPERTY beyond this duration, she will make the demand of it to the UPS as soon as possible before the expiry date of the contract.
The present licensing agreement will be able to be extended provided that there is a written agreement of the UPS as an amendment which should clarify the duration for which parts are agreed to extend the contract.
Article 3: Delivery of the SOFTWARE:
Once the contract is effective, the UPS hands to the BODY a copy of the code source of the SOFTWARE under shape of CD-ROMS as well as a documentation of use relative to the SOFTWARE.
Article 4: License of use of the SOFTWARE:
The UPS grants to the BODY, which accepts it, a license of non-exclusive use of the SOFTWARE, in conditions defined below.
As such, the BODY will have the right to use the SOFTWARE in the exclusive purpose to realize the STUDY.
The BODY will install and use the SOFTWARE only on a single computer mono-post (that is with a single central unit, a single screen and a single keyboard) installed permanently on a unique site, namely: (place to be identified exactly by its naming and its full address).
The BODY will be able to choose freely the type of computer on which the SOFTWARE will be installed and to determine freely the characteristics of this one. It will be alone and completely responsible over the choice so made.
The movement of the computer on which SOFTWARE is installed towards a site different from that specified higher is forbidden, as well as the transfer of the SOFTWARE from a computer to the other one, by every possible means (notably electronic), under reserve of the capacities of the following paragraph.
It will not be allowed to transfer the SOFTWARE from a computer to other than in the case of breakdown or incompatibility of functioning with the first computer entailing the impossibility to use the SOFTWARE or damaging considerably its use, provided that the SOFTWARE is at the same time uninstalled in its entirety from the computer on which it was initially installed.
However, the SOFTWARE will be able to be used through a network, that this use is possible by one or by several users simultaneously, since this use strictly respects conditions and limits of the present license and, in particular, since it does not imply the reproduction of the SOFTWARE, in some way and whatever shape it is, even temporary. The BODY should take all the necessary measures to protect access to the SOFTWARE by the network, so that only the persons directly concerned by the realization of the STUDY enumerated in the Appendix 2 are capable of using it.
The SOFTWARE will on no account be able to be reproduced by the BODY whatever shape it is, and by some means or proceeded, in a permanent or temporary way, or loaded, posted, executed, passed on or stored, when these acts require a reproduction, unless reproduction and/or fulfillment of these final acts are indispensable to allow the use of the SOFTWARE by the BODY according to its destination and for the necessities of the STUDY, in conditions and limits of the present license, and except case of copy of protection foreseen in the article L 122-6-1 II of the Code of Intellectual property. The copy of protection will remain the property of the UPS and should be the object of an accessible inventory by the UPS.
The BODY refrains absolutely itself from any launch on the market of copies of the SOFTWARE, for free or expensive, including rent or loan. The SOFTWARE will not be able to be supplied or not given to whoever with the exception of the persons directly concerned by the realization of the STUDY enumerated in the Appendix 2.
Except express and written preliminary license of the UPS, the BODY will not be able to modify in any way, or translate, adapt or modify the SOFTWARE.
The BODY will not notably be able to modify, reproduce or translate the code of the SOFTWARE to allow its operational use with other software packages. If need be, the UPS will supply as soon as possible the BODY, on simple demand of this one, information with its ownership necessities for the operational use of the SOFTWARE with the other software packages, as far as this operational use is necessary for the realization of the STUDY.
However, the BODY will be able to correct, under her complete responsibility, the possible errors of the SOFTWARE itself. As soon as an error of the SOFTWARE is identified and corrected or not, the BODY should have to inform about it the UPS by indicating her exactly the nature of the error and by communicating her the detail of the made correction, in spite of the capacities of the article 12.
The UPS will be able to use SOFTWARE so corrected for her research activities.
Article 5: License of use of the PATENT:
The UPS grants to the BODY, which accepts it, a license of non-exclusive use of the PATENT, in conditions defined below.
As such, the BODY will have the right to implement processes covered by the PATENT in the exclusive purpose to realize the STUDY, only on the site mentioned in the article 4 paragraph 3.
The license is granted and accepted for the or several only applications of the PATENT relative to the STUDY. The BODY refrains itself from any use of the PATENT for applications foreign to the realization of the STUDY.
Article 6: Use of the RIGHTS OF INTELLECTUAL PROPERTY for public research:
It is strictly agreed that the license of use of the RIGHTS OF INTELLECTUAL PROPERTY granted by the UPS to the BODY for the necessities of the realization of the STUDY according to the capacities of the present contract is strictly limited to a frame of public research.
As such, the BODY will not be able to use the RIGHTS OF INTELLECTUAL PROPERTY since:
the STUDY is in whole or in part financed otherwise that by public money, in a direct or indirect way,
Resources and means used directly or indirectly for the realization of the STUDY are, for part or altogether, others than public.
Also, during the duration of the present contract and after the expiration, as long as the RIGHTS OF INTELLECTUAL PROPERTY will be effective, the BODY will not be able to communicate, pass on or give up to a third party all or any results stemming from the STUDY and/or the results stemming from the use of the RIGHTS OF INTELLECTUAL PROPERTY within the framework of the STUDY, in exchange for a some counterpart susceptible to get directly or indirectly for the BODY an economy, a profit or an advantage of patrimonial order (notably: financial payment, donation in kind, etc.).
In case the BODY would wish to break all or any capacities of the previous paragraphs, she will make the demand of it written to the UPS by clarifying her area and conditions detailed by the envisaged infringement. Parts will negotiate then honest conditions and limits of this infringement.
In case of agreement between the UPS and the BODY on the contents of the envisaged infringement and on the amount of the financial reparation to be paid by the BODY to the UPS in return of this infringement, a written amendment will formalize the agreement of parts.
Article 7: Use of the RIGHTS OF INTELLECTUAL PROPERTY by the researchers:
The BODY undertakes to implement everything to allow an use of the RIGHTS OF INTELLECTUAL PROPERTY in best of their possibilities.
Within THE BODY, the SOFTWARE will not be able to be used and processes covered by the PATENT will be able to be implemented (operated) only by the persons directly concerned by the realization of the STUDY. The BODY will make sure that these persons arrange qualification and competence necessary for the use of the RIGHTS OF INTELLECTUAL PROPERTY.
The limited list of the persons in right to use the RIGHTS OF INTELLECTUAL PROPERTY within the framework of the STUDY appears in Appendix 2 in the present contract.
The BODY undertakes to take any necessary measures to make sure of the respect for the capacities of the present license by the above-mentioned persons, even in case these would come to leave the BODY. The BODY will take care of the respect for these capacities by these same persons.
Article 8: Counterpart in the license:
It is agreed that the license of use of the RIGHTS OF INTELLECTUAL PROPERTY is granted by the UPS and accepted by the BODY without financial counterpart.
The present license is granted and accepted without the other counterpart for the BODY than the obligation aimed below by communication to the UPS the results of the STUDY and the obligation to conform scrupulously to the other capacities of the present contract.
Indeed, as soon as possible according to the expiration of the present contract, the BODY undertakes to communicate to the UPS the results of the STUDY, and in particular the set of detailed results stemming from the use of the RIGHTS OF INTELLECTUAL PROPERTY within the framework of the STUDY, in spite of the capacities of the article 12.
The UPS will be able to use results communicated by the BODY for its needs of research.
Article 9: Intellectual property - Publications:
The conclusion of the present contract does not entail any transfer of property for the benefit of the BODY of RIGHT INTELLECTUAL PROPERTY belonging to the UPS.
In any publication relative to the results of the STUDY, the BODY undertakes to include Mister Jean-Philippe GASTELLU-ETCHEGORRY among the authors (at least in the first publication) and to indicate on purpose that the STUDY was realized by means of the SOFTWARE and of the PATENT belonging to the UPS and of which Mister Jean-Philippe GASTELLU-ETCHEGORRY is, as the case may be, the author or the inventor.
Results obtained by the BODY within the framework of the STUDY will be the property of the BODY, under reserve of the existence of the pre-existent RIGHTS OF INTELLECTUAL PROPERTY belonging to the UPS. The rights of intellectual property susceptible to cover these results will be taken by the BODY in her name and in her expenses, if she considers it useful.
Article 10: Confidentiality:
The BODY refrains to communicate all or any of the SOFTWARE to a third party, in any way, on some support and whatever shape it is (code source / code object). Documentation associated to the SOFTWARE is covered by the same obligation of confidentiality.
The obligation of confidentiality concerning the SOFTWARE will bind the BODY during all the duration of the present contract and will continue to bind this one during 20 (twenty) years following the end of the present contract, which that in or cause, as far as the SOFTWARE is always protected with a right of intellectual property and/or remains confidential.
Within it, the BODY should take care of that the SOFTWARE is communicated and used only by the persons directly concerned by the realization of the STUDY, the list of which appears in Appendix 2.
The BODY undertakes to inform the aforementioned persons of the contents of the obligation of confidentiality defined in the present article and undertakes to take any necessary measures (notably signature of a personal commitment of confidentiality) to make sure that these will respect this obligation, including in case they would come not to be a part any more of the BODY.