DRAFT LICENSE FOR LIMITED USE. Parties

Transcription

1 DRAFT LICENSE FOR LIMITED USE Parties This LICENSE FOR LIMITED USE is made and entered into by and between Serial ATA International Organization, an Oregon nonprofit corporation ( Licensor ), and the American National Standards Institute, a New York nonprofit corporation ( Licensee ). Recitals WHEREAS, Licensor has developed and published certain original works of authorship portions of which are more particularly set forth in the attached Exhibit A (the Normative Materials ) and Exhibit B (the Informative Materials ) which are the unique intellectual property of Licensor and protected by copyright and no part of such Materials may be reproduced, transmitted or distributed in any form or by any means, electronic or mechanical, without permission in writing from Licensor; and WHEREAS, Licensee, on behalf of itself and its members, desires to copy and otherwise make use of portions of the Normative Materials for normative reference and Informative Materials for informative references in its development of new works of authorship designated by Licensee as ( New Works ); and WHEREAS, Licensor desires to allow Licensee to make the aforementioned use of it Normative Materials and Informative Materials (collectively Materials ). NOW, THEREFORE, in consideration of the covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Agreement 1. Subject to the following restrictions, Licensor grants Licensee a nonexclusive, limited license to use the the Normative Materials for the sole purpose of normative reference and inclusion in the development of the New Works as a specification of Licensee. In furtherance thereof, Licensee may make copies of the Normative Materials and distribute the same internally solely for Licensee s development and dissemination of the New Works and for normative reference and inclusion in the implementation of the same. Licensee may develop New Works which include all or portions of the Normative Materials, provided, however, that such New Works will include attribution of Licensor s authorship and copyright in the Normative Materials where such Normative Materials or portions thereof are incorporated into the New Works. While Licensee shall be permitted to make editorial and minor edits to in the Normative Materials so that Page 1

2 they conform to Licensee s use of the same in the New Materials, Licensee shall not be permitted to change the defining behavior or substantive text as set forth in the Normative Materials. Licensee may make copies of the Informative Materials and distribute the same internally solely for Licensee s development and dissemination of the New Works and for informative reference in the implementation of the same. Licensee may develop New Works which include the Informative Materials and are permitted to make editorial and minor edits to the same so they conform to Licensee s conventions, but Licensee shall not be permitted to change the defining behavior or substantive text as set forth in the Informative Materials and may not make normative reference to the same in the New Works. 2. Licensee may not use or incorporate the Materials in any advertising or promotional materials, without the express written consent of Licensor. 3. Except as permitted in Section 1, above, or as part of the New Works, Licensee may not resell, license or otherwise distribute, transmit, reproduce, or broadcast the Materials or portions thereof, or derivative works of the same, without the express written consent of Licensor. 4. Licensee may not sublicense or transfer any of Licensee s rights under this License without the express written consent of Licensor. 5. License may not use the Materials or portions thereof, or any trademarks, service marks or logos of Licensor in a manner which suggests Licensor s association with or endorsement of any product or service. 6. Licensor may terminate this License immediately if Licensee fails to comply with its terms and conditions and, in such event, Licensor shall be entitled to injunctive relief to prevent Licensee s unauthorized use of the licensed materials. 7. This License is a legally binding agreement between the parties. Its terms state the entire agreement between the parties with respect to Licensee s use of the Materials and supersede any prior understandings or agreements to the contrary. This License may only be modified in a writing signed by both parties to this License. This License is governed by the laws of the Oregon, and, in any action relating to the License or Materials or portions thereof, Licensee agrees to the jurisdiction and venue of the state and federal courts sitting in Oregon. 8. All notices hereunder shall be in writing and sent to each party at addresses indicated in such party s signature block at the end of this Agreement. For purposes of this section, written notice shall include notice by electronic mail or by facsimile. Notices shall be deemed served when received by the addressee, or, if delivery is not accomplished by reason of some fault in address, when tendered for delivery. Page 2

3 Page 3

4 AGREED AND ACCEPTED: Serial ATA International Organization American National Standards Institute By: Name: Title: Date: By: Name: Title: Date: Page 4

5 Address for Notices: Serial ATA International Organization c/o Vital Technical Marketing, Inc SW Westgate Drive, Suite 217 Portland, Oregon Attn: Executive Director SATA-IO Subject: ANSI American National Standards Institute with copy to: Timothy F. Haslach Schwabe, Williamson & Wyatt, P.C SW Fifth Avenue, Suites Portland, Oregon Subject: ANSI Page 5

6 Exhibit A Normative Materials Page 1

7 Exhibit B Informative Materials Page 1