PARTEK^® SOFTWARE

Terms and Conditions

1. RESEARCH USE ONLY
   Partek^® software products are for research purposes only.
    
2. PARTEK SOFTWARE LICENSE
   
   
   1. Partek hereby grants to Licensee, for the term specified herein, solely for Licensee's use, and without the right to alienate, assign, sub-license, or otherwise transfer all or any part of the rights so granted, a limited, personal, revocable, non-exclusive, non-assignable, non-transferable license to use the Software in object code format and the Documentation by the number of Concurrent or Named Users or Node-Locked Computers at each Authorized Site, and nowhere else, in accordance with the terms, conditions and provisions of this Agreement. Licensee's employees, independent contractors, agents and consultants are also entitled to use the Software, subject to all of the terms and conditions of this Agreement. Licensee assumes full responsibility for its employees and agents use of the Software hereunder.
      
      
   2. The Software, Documentation, and/or Information are and shall remain the sole and exclusive property of Partek and Licensee shall not have or acquire any right or interest in or to the Software, Documentation, and/or Information except for the limited use rights expressly granted herein.
      
      
   3. Licensee and Partek each understand and agree that Partek owns all right, title and interest in and to any and all derivative works of the Software, Documentation and/or Information, and any and all updates, upgrades, modifications, changes, alterations, edits, conversions, improvements, or the like, to said the Software, Documentation and Information. Any and all derivative works of the Software, Documentation and/or Information, and any and all updates, upgrades, modifications, changes, alterations, edits, conversions, improvements, or the like, made to the Software, Documentation and/or Information, shall be treated under and subject to the confidentiality provisions set forth in Section 4 below.
      
      
   4. To the best of Partek’s knowledge, Licensee may freely use Partek’s Software, Documentation and Information and any other advice, data, information, inventions, works of authorship or know-how that Partek conveys or provides hereunder without infringing or misappropriating any third party’s (e.g., a university or corporation) intellectual property or other rights.
      
      
   5. It is recognized and understood that the all pre-existing inventions and technologies of Licensee or Partek are their separate property, respectively, and are not affected by this Agreement.
      
      
3. USE OF SOFTWARE.
   
   
   1. Licensee may only use the Software in machine-readable form by a number of Concurrent Users or Node-Locked Computers of the Software that shall not exceed the number of licenses granted under this Agreement. Except as expressly set for forth in Schedule A, licensed Software shall only be used on equipment at an Authorized Site which is under the direct control of the Licensee and the Licensee shall only permit its employees, contractors, agents, and consultants to either directly or indirectly operate the Software, unless otherwise approved by Partek in writing.
      
      
   2. Licensee shall only use the Software for its own business which is conducted with, on behalf of, or in connection with Licensee, and in no event shall Licensee use or permit the use of the Software, Documentation, Information, and/or any data or information derived therefrom, for any other purpose, or on behalf of any service bureau, timesharing service, third parties, or other entities.
      
      
   3. Licensee agrees not to reverse engineer, reverse compile, de-compile, or disassemble the Software in any manner or form and will not either itself or permit others to create or attempt to create by reverse engineering, reverse compiling, de-compiling, disassembling or otherwise, the source programs or any part thereof from the object programs or from other information made available from Partek under this Agreement or otherwise (whether oral, written, tangible or intangible). Licensee will not attempt to modify or alter the Software in any manner or form without the prior written approval of Partek.
      
      
   4. Licensee may not copy, reproduce or duplicate the Software, Documentation, and/or Information, and/or any tangible media containing the Software, Documentation, and/or Information, in any manner or form, in whole or in part, except to make up to only two (2) back-up copies of the Software for archival purposes only. Licensee acknowledges and understands that its use of the Software and Documentation under this Agreement is expressly limited to the operation and use of only the number of Concurrent Users or Node-Locked Computers at each Authorized Site, and nowhere else, and that Licensee may not and will not operate any additional copies of the Software, or make any additional copies of any of the Documentation, without the prior written approval of Partek and the payment of an acceptable additional license fee, if so required. Licensee shall prevent and not permit any third parties, persons or entities from using, copying, reproducing, duplicating, examining, inspecting, studying, and/or reviewing the Software, Documentation, and/or Information. Notwithstanding the foregoing, independent contractors and consultants of Licensee are entitled to use the Software, Documentation, Information, and/or any data or information derived therefrom, only to the extent that is required for said independent contractors and consultants to provide necessary services to Licensee.  For the avoidance of doubt, Licensee may only provide Partek’s information on a need to know basis to the said independent contractors and consultants who are bound by obligations no less restrictive than those contained herein. Licensee's violation of any provision of this Section 3(d) shall constitute a material breach of this Agreement, misappropriation of Partek's intellectual property rights, and possible copyright infringement.
      
      
   5. All copies of the computer programs which constitute all or a portion of the Software and all Documentation, whether in printed or machine readable form, and whether on storage media or otherwise, and all legends, trademarks, service marks, and copyright notices contained on or in the Software or Documentation as delivered to Licensee by Partek shall be considered part of the Software and Documentation subject to this Agreement.
      
      
   6. Licensee shall not remove from, alter, modify or deface any copyright notice, trademark, service mark, logo, name, decal or imprint affixed to or on the Software, Documentation, and/or Information including, but not limited to, those which identify Partek or any other party as the source of origin of such goods, products, Software, Documentation and/or Information. Licensee shall not take any actions or fail to take any actions which are likely to confuse anyone into believing that Partek is not the source of origin of the Software and/or Documentation.
      
      
   7. Licensee shall not attempt to register any copyrights, register any trademarks or service marks, or apply for any patent or other intellectual property protection for the Software, Documentation and/or Information, any segments or portions thereof, or any marks, logos, names, decals or imprints associated therewith.
      
      
   8. Licensee acknowledges and agrees that any violation of any term, condition or provision of this Section 3 may cause Partek irreparable harm for which there would be no adequate remedy at law, and that Partek may be entitled to temporary, preliminary and permanent injunctive relief against any such violation. Such injunctive relief shall be in addition to, and in no way shall limit, any other rights or remedies which Partek may have at law or in equity including, but not limited to, damages.
      
      
   9. In the event Licensee fails to comply with any of the terms or condition of this Section 3, and does not cure such non-compliance (if curable) within thirty (30) days after Licensee's receipt of written notice of such non-compliance, then Partek shall have the right to immediately terminate this Agreement and the License granted herein. The terms and provisions of this Section 3 shall survive the termination and/or expiration of this Agreement for any reason. In the event this Agreement expires and/or is terminated, Licensee shall immediately cease any and all use of the Software, Documentation, and Information, and shall promptly return (or destroy upon the written request of Partek) all such material, including, but not limited to, all Software, Documentation, Information, and back-up and archival copies of the Software, Documentation and Information to Partek.
      
      
   10. If Licensee develops end-user applications through an expressly permitted use of the Software licensed hereunder or any portion thereof, and if, upon execution of such end-user application, Partek's or its licensors' copyright notice(s) contained in the Software do not automatically appear, Licensee shall include the following notice on the initial boot-up/display screen of such end-user application: "This application was created with, embodies and/or executes proprietary software under license from Partek Incorporated. © Copyright Partek Incorporated. All Rights Reserved".
       
       
   11. Partek software products are for research purposes only.
       
       
4. CONFIDENTIALITY/PROPRIETARY INFORMATION.
   
   
   1. Licensee acknowledges that the Software, Documentation and Information are confidential and proprietary products and processes, that they embody valuable trade secrets, and that Partek has certain intellectual property rights in and to the Software and Documentation including, but not limited to, copyrights, trade secrets, patent rights, trademarks and service marks. Licensee understands that Partek's rights in and to the Software and Documentation extend to the intellectual processes, procedures, apparatus, and to the original works of authorship, expressions and articulations contained in the Software, Documentation and Information, and that no right, title or interest, except for the limited use license set forth herein, is conveyed or transferred to Licensee in any way or manner by this Agreement or in or by any schedule or addenda hereto.
      
      
   2. Licensee shall retain and treat the Software, Documentation, and all Information, in confidence and shall prevent and not allow any of such Software, Documentation and/or Information or materials, to be disclosed, used, sold, assigned, leased, sub-licensed, commercially exploited and/or otherwise marketed in any way or manner by Licensee, its employees, agents, representatives, and/or by any third parties. At a minimum, Licensee hereby agrees that any employees having access to any of the Software, Documentation and/or Information will abide by the restrictions and requirements of this Section 4.  The Licensee shall be responsible for any breach of this Agreement by its employees, which shall be considered a breach by the Licensee.
      
      
   3. Notwithstanding the foregoing, the terms and provisions of this Section 4 exclude information that
      
      
      1. Licensee can prove (with written documentation) was known to it prior to the date of this Agreement and any other agreement between the parties hereto;
         
         
      2. Licensee can prove was lawfully obtained from a third party who has a lawful right to disclose such confidential information;
         
         
      3. is or becomes part of the public domain through no act or violation of any obligation of Licensee; or
         
         
      4. is required by applicable law or governmental regulation to be disclosed by the Licensee to a third party, provided that Licensee shall notify Partek, and Licensee and Partek shall agree to a mutually satisfactory way to disclose such information as necessary and in accordance with applicable law.
         
         
   4. The terms and provisions of this Section 4 shall survive the termination and/or expiration of this Agreement for any reason.