Reciprocal License Agreement Format Template, Download Free Doc Pdf File Example
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Reciprocal License Agreement Word Text Document Format
RECIPROCAL LICENSE AGREEMENT
This Agreement made as of the __ day of ________, by and between ___________________ (“FIRST PARTY”) having its principal place of business at ____________________ and SECOND PARTY ________ (“SECOND PARTY”) has its principal place of business at ____________________________.
- SECOND PARTY designs, manufactures and markets speech recognition software among other things.
- FIRST PARTY has developed and markets certain productivity software.
- SECOND PARTY desires to license such productivity software for distribution together with its speech recognition software and FIRST PARTY is willing to grant SECOND PARTY a license to such productivity software for distribution together with SECOND PARTY’s speech recognition software subject to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual promises, covenants and obligations contained herein, the parties agree as follows:
- Definitions. As used herein:
- “Agreement” means this First Party Reciprocal License Agreement, including any schedules and exhibits attached hereto.
- “Customer” means any Distributor or End User.
- “SECOND PARTY Product” means any version of SECOND PARTY’s speech recognition software product entitled “Naturally Speaking” now or hereafter marketed and distributed by SECOND PARTY.
- “Distributor” means any third party who acquires possession of an Integrated SECOND PARTY Product for distribution to an End User, sub-distributor, or reseller.
- “Documentation” means the user manuals, handbooks and other written materials relating to the FIRST PARTY Software provided by FIRST PARTY to SECOND PARTY hereunder.
- “Effective Date” means the date first set out above.
- “End User” means any third party licensed by FIRST PARTY or any of its subsidiaries to use the Software pursuant to the terms of an End User License.
- “End User License” means FIRST PARTY’s End User License Agreement as modified by FIRST PARTY from time to time.
- “Integrated SECOND PARTY Product” means any SECOND PARTY Product that incorporates or is bundled with the FIRST PARTY Software.
- “OEM” means an original equipment manufacturer and refers to hardware vendors those hard-bundle Integrated SECOND PARTY Products with computer hardware for resale to sub-distributors, resellers or End Users. For clarity, “hard-bundle” means that the software application must be sold as part of the complete system being sold at the time of its original sale and not merely as one among other Software applications from which the consumer may choose to have included as part of the system (ie.”Soft-bundle”).
- “Person” means any an individual, corporation, partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.
- “Second Party Reciprocal License Agreement” shall have the meaning set out in Section 6. 1.
- “FIRST PARTY Software” means the object code version of the computer software described in Schedule “A” hereto, along with accompanying Documentation.
- “Term” means the period of time from the Effective Date through to the conclusion of this Agreement as provided in Section 12.1.
- “Trade-marks” means the trade names, trade-marks and logos related to the Software.
- GRANT OF LICENSE
- License. Subject to the terms and conditions hereof, FIRST PARTY hereby grants to SECOND PARTY and SECOND PARTY accepts from FIRST PARTY a world-wide, non-exclusive, non-transferable license to reproduce and distribute the FIRST PARTY Software in object code format incorporated in or bundled only as part of an Integrated SECOND PARTY Product. In addition to any other restrictions set out in this Agreement, the foregoing license shall be subject to the bundling and distribution restrictions set out in Schedule “A” hereto.
- Distributors. SECOND PARTY shall have the right to appoint Distributors and sublicense to them the right to distribute the Integrated SECOND PARTY Product; provided that SECOND PARTY shall ensure that any such distribution of the Integrated SECOND PARTY Product by its Distributors is in compliance with and in accordance with the terms of this Agreement.
- OEM. SECOND PARTY shall have the right to appoint OEMs and sublicense to them the right to reproduce distribute the English (U.S.) version of the Integrated SECOND PARTY Product in the United States and Canada only; provided that SECOND PARTY shall ensure that any such reproduction and distribution of the Integrated SECOND PARTY Product by OEMs is in compliance with and in accordance with the terms of this Agreement and, in particular, shall be restricted to hard-bundled distribution as described in Section 1.1.10. No version of the Integrated SECOND PARTY Product other than the English (U.S.) version may be distributed by an OEM without the written approval of an authorized representative of FIRST PARTY.
- Trade-marks. Subject to the terms and conditions hereof, FIRST PARTY hereby grants to SECOND PARTY and SECOND PARTY accepts from FIRST PARTY, a world-wide, royalty-free, non-exclusive license to use the Trade-marks solely in the form provided by FIRST PARTY to SECOND PARTY and only in connection with the reproduction, manufacturing, marketing and distribution of any Integrated SECOND PARTY Product.
- Non-alteration. SECOND PARTY agrees not to obstruct, remove, interfere with, or in any way alter the Trade-marks. SECOND PARTY acknowledges and agrees that FIRST PARTY retains all of its right, title and interest in the Trade-marks, and all use of the Trade-marks by SECOND PARTY shall ensure to the benefit of FIRST PARTY.
- Mark Policies and Standards. SECOND PARTY shall display the Trade-marks in accordance with FIRST PARTY’s guidelines for using trade-marks as set out in Schedule “B” hereto or as otherwise in effect from time to time and as provided to SECOND PARTY. Notwithstanding the foregoing, any change by FIRST PARTY to its trade-mark guidelines which affects SECOND PARTY’s usage shall not apply retroactively to SECOND PARTY’s past usage which conformed with the then current guidelines and FIRST PARTY shall permit SECOND PARTY a reasonable period of time in which to conform with the new guidelines. FIRST PARTY retains the right to specify and approve the quality and standards of all materials on which the Trade-marks are displayed and to inspect from time to time samples of such materials. Failure of SECOND PARTY to adhere to such standards of quality shall be grounds for FIRST PARTY to terminate SECOND PARTY’s rights to use such Trade-marks.
- Validity and Enforceability of Marks. SECOND PARTY shall not at any time during or after this Agreement assert any claims or interest in or to anything which may adversely affect the validity or enforceability of any of the Trade-marks. SECOND PARTY shall not register, seek to register, or cause to be registered any of the Trade-marks without FIRST PARTY’s prior written consent.
- Infringement and Further Assurances. SECOND PARTY agrees to promptly notify FIRST PARTY of any claim, action, suit, proceeding, or litigation that is instituted by any Person against it involving the Trade-marks. SECOND PARTY agrees to report all infringement or improper or unauthorized use of the Trade-marks which come to the attention of SECOND PARTY, and to reasonably assist FIRST PARTY in protecting same, but SECOND PARTY acknowledges and agrees that only FIRST PARTY shall have the right to bring any action, claim or suit in connection with any such infringement. SECOND PARTY agrees to execute all reasonable documents and further assurances required by FIRST PARTY to register or protect FIRST PARTY’s rights in the Trade-marks.
- FIRST PARTY Software. Except for the rights and licenses granted to SECOND PARTY under this Agreement, FIRST PARTY shall retain all right, title and interest, including intellectual property rights in the FIRST PARTY Software.
- Proprietary Rights Notices. SECOND PARTY agrees not to obstruct, remove, interfere with, or in any way alter any proprietary rights notices that appear in the FIRST PARTY Software and to reproduce any such notices in all copies of the FIRST PARTY Software that are bundled with Integrated SECOND PARTY Products.
This Agreement may be amended or modified only by a written agreement, duly signed by both the First Party and the Second Party.
Any notice or communication under this Loan must be in writing and sent via In-Person Delivery only.
- No Waiver:
Second Party shall not be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by Second Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement.
First Party shall not assign this Agreement, in whole or in part, without the written consent of Second Party. Second Party may assign all or any portion of this Agreement with written notice to First Party.
- Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of ____________________, not including its conflicts of law provisions.
Any dispute arising from this Agreement shall be resolved in the courts of the State of ____________________.
- Entire Agreement:
This Agreement contains the entire understanding between the parties and supersedes and cancels all prior agreements of the parties, whether oral or written, with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Settlement Agreement on the date written above.
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