SDK Single License Agreement (SLA) July 18, 2016

Transcription

1 This License Agreement ( Agreement ) is effective as of Date: (example June 12th) Year: (example 2016) ( Effective Date ) between Woodhead Software & Electronics S.A.S.U. (subsidiary of Molex LLC), having a principal place of business located at Thuit-Anger (FRANCE), including its subsidiaries and affiliates, (Licensor) and Company Name:.. (Licensee) having a principal place of business located at. Location: Pg 1

2 A. Subject Matter of the License Agreement A.1 This License Agreement relates to the following selected Woodhead software ( Software ) which is licensed by Licensee from Licensor: (A single box must be selected by the Licensee) SDK Selection Order Number Description Comments SDK-PFN-DEV SDK-EIP-ADP SDK-EIP-ACD PROFINET IO-Device EtherNet/IP Adapter only EtherNet/IP Address Conflict Detection (ACD) Royalty Free redistribution ANSI C Source code Single license for Licensee product line Site license SDK-PFN-CON PROFINET IO-Controller SDK-EIP-SCA SDK-EIP-ADP- SAF EtherNet/IP Scanner/Adapter CIP Safety Software Development Kit (SDK) for EtherNet/IP Adapter only License fee redistribution(*) ANSI C Source code version Single license for Licensee product line SDK-EIP-SCA- SAF CIP Safety Software Development Kit (SDK) for EtherNet/IP Scanner/Adapter (*) The licensing terms and conditions are described in the Exhibit-A. Molex Purchasing Information (reserved - do not fill) Serial number:... Part number:... Date of delivery:... Warranty expiration date:... Order number:... Distributor name:... Pg 2

3 B. Scope of the License, Warranties and Limitations of Liability B.1 The Licensee purchases, and is hereby granted by Licensor, the non-exclusive and non-transferable right to use the selected Software identified in Section A for an unlimited duration at its authorized facility for the below-identified line of products which it sells and which it has developed itself ( Licensee s Product ). This Agreement does not permit the Licensee to pass the Software on to third parties or to use it for additional products, or product lines. The uses granted by this Agreement also include the production of software copies required for the development, production, sale and support of this line of products. B.2 All rights to use the Software identified in Section A that have not been expressly covered in this Agreement remain with the Licensor. B.3 The Licensee commits to retain all notices of industrial property rights such as copyright notices and other reserved rights that are contained on the licensed material in their original form. All Licensor notices of industrial property rights must also be transferred to copies and revised versions. B.4 The allocation of user rights to third parties is only permitted with the prior written consent of the Licensor. B.5 On delivery of the Software as a package, the Licensee is entitled to: 1- Modify the source code solely for the purpose of porting to another operating system and/or hardware. In case of change of the delivered source code by the Licensee, no claims may be made for damages or for rectification of deficiencies against the Licensor; modified source code remains the full property of the Licensor, and thus, have to be provided on Licensor request. 2- Integrate Software whether modified in the above-mentioned way or not in its own software as specifically authorized by this Agreement; 3- Distribute Software as firmware (i.e. in object-code-form only) as an integrated part of Licensee s product. This right to modify and to redistribute in Firmware refers to the above-mentioned porting for a SINGLE ONE (1) of Licensee s Product. The acceptance of this license gives the Licensee the right to both DEVELOP and PRODUCE ONE (1) product as defined as follow: Licensee s Product Vendor ID (according PI/ODVA):... Brand name:... Single Product Device ID (according PI/ODVA): Product type:.. Description:. Product Family Device ID list (according PI/ODVA):. Family Description:.. Part Number List:.. Pg 3

4 B.6 The Licensee commits to withhold access to the licensed material both in its original form and as complete or partial copies from third parties without the express prior written permission of the Licensor. B.7 The Licensor reserves all further rights to the Software including, but not limited to, publishing rights, copying rights, editing rights, modification rights and all other rights of exploitation. B.8 For every breach or violation of the commitments contained in Section B.1 - B.7, the Licensee will be liable for a penalty payable to the Licensor totaling the five fold sum of the list price of SDK software identified in Section A. The Licensor reserves the right to put forward additional claims. Any contract penalty paid is to be taken into account in settling further claims. B.9 Licensor warrants that the selected Software shall conform substantially with its published specifications ( Specifications ) during the Warranty Period (12 months from the delivery date), provided that the only liability of Licensor in the event of any substantial defect or error in the Software occurring during the Warranty Period will be to use its best reasonable efforts to remedy such effect or error. ALL OTHER CONDITIONS, WARRANTIES AND REPRESENTATIONS WHETHER EXPRESSED OR IMPLIED WITH RESPECT TO THE SOFTWARE, ITS MERCHANTABILITY, OPERATION OR FITNESS FOR ANY PURPOSE ARE HEREBY EXCLUDED. B.10 Licensee hereby agrees to comply fully with all applicable U.S., E.U. and other National sanctions and export control laws and regulations, including without limitation those regulations maintained by the U.S. Treasury Department s Office of Foreign Assets Control ( OFAC ), Department of State, ITAR Regulations, and the U.S. Commerce Department s, Bureau of Industry and Security. Specifically, Licensee covenants that it will not directly or indirectly sell, provide, export, re-export, transfer, divert, loan, lease, consign, or otherwise dispose of the Software to any person, entity, or destination, or for any activity or use prohibited by the laws or regulations of the United States without obtaining prior authorization from the competent government authorities, including but not limited to the Dept. of State and/or Dept. of Commerce, as required by those laws and regulations. To the extent required under U.S. law, Licensee further covenants to screen all customers and business partners against all relevant U.S., EU and Canadian Government lists of persons denied export privileges or otherwise subject to trade, export, or financial sanctions, including without limitation the U.S. Treasury Department s OFAC list of SDN, U.S. Department of Commerce BIS Denied Persons List and Entity List, U.S. State Department DPL, The Canadian DPL, and the EU Consolidated List before providing or agreeing to provide any Software to any person. B.11 As Source code is provided, and thus the behavior of the Software may be affected by portage on Licensee platform; Licensee is responsible to reproduce suspected issue, covered by Warranty, on a Licensor identified evaluation platform, portage layers provided by Licensor. B.12 Licensor offers the possibility to the Licensee to maintain its products in regards to the protocol evolutions. Licensee has the possibility to order an update to its Software at a preferential price, with the Software initial order. Update availability is limited to the production time of the version following immediately the already owned version. Licensor is deploying best effort in keeping API Compatible between different versions of Software. However, new functionalities or Specification evolutions could lead to API changes. B.13 This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements and understandings with respect thereto. This Agreement may only be amended by a written document duly executed by all parties. B.14 Licensor agrees to indemnify and defend Licensee from and against any and all claims, actions or proceedings, arising out of any claim that the Software infringes or violates any patent, copyright or trade secret right of any third party so long as Licensee: (i) provides prompt written notice to Licensor of such claim; (ii) cooperates with Licensor in the defense and/or settlement thereof, at Licensor s expense; and, (iii) allows Licensor to control the defense and all related settlement negotiations. If it is, or if in the reasonable opinion of Licensor, it is probable that it will be, determined by a court of competent jurisdiction that such Software or the sale or use thereof infringes any patent, copyright, trade secret or trademark of a third party, or if Licensor is enjoined from distributing such Software, then Licensor, at its sole option and expense, may: (i) procure for Licensee the rights to the same extent as those granted under this Pg 4

5 Agreement: (ii) replace such Software with other software, which complies with the Specification of the Software; or, (iii) modify the Software, to avoid infringement while continuing to have the Software meet the specification or (iv) terminate this Agreement and return to Licensee its license fee, less an amount commensurate with its period of use of the Software, as amortized over a three year period. Licensee agrees that this represents Licensor s sole obligation to Licensee and shall be Licensee s sole and exclusive remedy pursuant to this Agreement for intellectual property infringement. Licensor shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from: (i) any combination, operation or use of any Software with any programs or equipment not furnished by Licensor; (ii) any modification of the Software by a party other than Licensor; and (iii) Licensee s failure, within a reasonable time frame, to implement any replacement or modification of Software provided by Licensor. B.15 In no event will licensor s cumulative liability be in excess of the amount paid by to licensee to licensor hereunder, whether arising under warranty/guarantee, contract, negligence, strict liability, indemnification, defense or any other cause or combination of causes whatsoever. Licensor will not be liable for (i) loss of profits, business revenues, anticipated savings, goodwill or other economic loss (in each case, whether direct or indirect) or (ii) any special indirect, incidental or consequential loss or damage, whether (in the case of (i) or (ii)) arising under warranty/guarantee, contract, tort (including negligence and negligent misrepresentation), strict liability, indemnification, or any other cause or combination of causes, including any theories of concurrent liability arising from a duty of care by operation of law or otherwise. These limitations will apply notwithstanding any fundamental breach or failure of essential purpose of any limited remedy. Licensee s remedies are limited to those remedies stated herein and these remedies will not fail their essential purpose because licensee is limited to the exclusive remedies as stated herein. All other remedies (including any tortious remedies) are excluded and are irrevocably waived by licensee. Nothing in this contract will exclude or limit liability for death or personal injury due to seller s negligence or for licensor s fraud, fraudulent misrepresentation or breach of the terms implied under section 12 of the sale of goods act 1979, if applicable. B.16 In order to activate this license, including the warranty, gain access to updates, or contact support center, the Licensee must return this Agreement fully completed and signed to iccc@molex.com. Licensee Contact Information Serial Number:... Technical contact name:... Technical contact ... Technical contact phone number:... Technical contact postal address: Administrative contact name (If different):.. Administrative contact ... Administrative contact Phone number:... Administrative contact postal address: Pg 5

6 C. Place of Jurisdiction C.1 Any dispute arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA) in effect at the time the arbitration is commenced, which Rules are deemed to be incorporated by reference into this clause except as modified herein. There will be one arbitrator. The parties will have fifteen days from the receipt of the request for arbitration to jointly appoint the arbitrator, failing which the arbitrator will be appointed by the LCIA. The award will be rendered within four months of the appointment of the arbitrator, unless the arbitrator determines, in a reasoned decision, that the interest of justice or the complexity of the case requires that such limit be extended. The place of the arbitration will be London, England. The arbitration will be held, and the award will be rendered, in the English language. The governing law of the contract will be the substantive law of England. The existence and content of the arbitral proceedings and any rulings or award will be kept confidential by the parties and the arbitral tribunal except (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a court or other judicial authority, (ii) with the prior written consent of all parties, (iii) where needed for the preparation of a claim or defense in this arbitration, or (iv) where such information is already in the public domain other than as a result of a breach of this clause. This confidentiality provision supplements Article 30 (Confidentiality) of the Rules of the London Court of International Arbitration. Notwithstanding the foregoing, Licensor may seek a preliminary injunction or other preliminary judicial relief if, in its good faith judgment, such action is necessary to avoid irreparable damage.. IN WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives. For the Licensor For the Licensee Place:... Place:... Date:... Date:... Name:... Name:... Title:... Title:... Signature:... Signature:... Pg 6