EVALUATION LICENSE AGREEMENT
This Evaluation License Agreement (“Agreement”) is made and entered into as of today (“Effective Date”), by and between you, and Silex Technology America, Inc., a Utah Corporation having its principal place of business at 167 West 7065 South, Salt Lake City, UT 84047, USA and its Affiliates (collectively “Silex”)
WHEREAS, Licensee desires to evaluate the hardware and software driver set forth in Exhibit A, which is developed and owned by Silex; and
WHEREAS, Silex is willing to provide Licensee with program relating to the technology only for the evaluation;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:
Article 1 Definitions
1.1 The term “Product” as used herein shall mean each and all of the following: (i) the Licensed Program and (ii) the Related Documentation.
1.2 The term “Licensed Program” as used herein shall mean the program set forth in Exhibit A attached hereto.
1.3 The term “Related Documentation” as used herein shall mean any documentation of the Licensed Program including, but not limited to, specifications and manuals, provided by Silex to Licensee in writing, electric date or any other medium.
1.4 The Term “Evaluation Period” as used herein shall set forth in Exhibit A attached hereto.
Article 2 License
Subject to the terms and conditions of this Agreement, Silex hereby grants to Licensee, during the Evaluation Period, a non-exclusive, non-sublicensable, non-transferable, royalty-free, limited license to:
(a) internally use the Licensed Program solely for evaluation purpose.
(b) internally use the Related Documentation solely for evaluation purpose.
Article 3 Restrictions
3.1 Licensee shall not use the Product for any other purpose other than the internal evaluation purpose.
3.2 Licensee shall not assign, disclose, sublicense, sell, distribute, rent, lease, loan, convey or transfer to any third party all or a part of the Product, except as expressly granted in Article 2.
3.3 Licensee shall not reverse engineer, disassemble or decompile all or a part of the Licensed Program.
3.4 Licensee shall not modify, remove or delete any copyright and other proprietary rights notice of Silex and its licensor contained in the Product.
3.5 Any breach of Article 2 and Article 3 of this agreement shall constitute material breach of this Agreement.
Article 4 Ownership
4.1 Silex and its licensor retain all right, title and interest, including all intellectual property rights, in and to the Product.
4.2 Except as expressly provided herein, no license or right, express or implied, is hereby conveyed or granted by Silex or its licensor to Licensee as to the Product.
Article 5 Confidentiality
Licensee shall keep confidential and not disclose any third party any confidential information (including, but not limited to, the Licensed Program and the Related Documentation) provided to it by Silex.
Licensee shall not use any confidential information for any purpose other than the internal evaluation purpose.
Article 6 Disclaimer of Warranty
SILEX MAKES NO WARRANTIES WITH RESPECT TO THE PRODUCT, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR FITNESS FOR A PARTICULAR PURPOSE. THE PRODUCT IS PROVIDED AS IS, WITHOUT WARRANTY OR SUPPORT OF ANY KIND. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT.
Article 7 Limitation of Liability
IN NO EVENT SHALL SILEX BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDENG WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION) ARISING OUT OF THE USE OF THE PRODUCT.
Article 8 Term and Termination
8.1 This Agreement shall come into effect on Effective Date and shall terminate when the Evaluation Period expires, unless previously terminated in accordance with any of the provisions of this Agreement.
8.2 If Licensee breaches any of the provisions contained in this Agreement, Silex may terminate this Agreement forthwith by notice in writing to Licensee without prejudice to any other remedies it may have.
Article 9 Effect of Termination
9.1 The license granted in this Agreement shall cease automatically and immediately on any termination or expiration of this Agreement.
9.2 On any termination or expiration of this Agreement, Licensee shall immediately cease all use of the Product and return or delete the Licensed Program and Related Documentation including all copies thereof.
Article 10 Survival
Even after any terrmination or expiration of this Agreement, Articles 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15 and 16 shall continue to be valid and in effect.
Article 11 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Utah.
Article 12 Arbitration
All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Utah, USA, in accordance with the Commercial Arbitration Rules of American Arbitration Association.
Article 13 Entire Agreement
This Agreement sets forth the entire agreement between the parties hereto concerning the subject matter hereof and supersedes and cancels all previous agreements, negotiations and understandings, formal or informal, oral or written, concerning the subject matter hereof.
Article 14 No Assignment
Neither of the parties hereto, without the prior written consent of the other party, may assign, transfer or mortgage any of its rights and obligations under this Agreement to any third party, and any attempted assignment in violation of this Article shall be void.
Article 15 No Waiver
No failure or delay of either party to require the performance by the other of any provision of this Agreement shall in any way adversely affect such provision after that. No waiver by either party of a breach of any provision of this Agreement shall be taken to be a waiver by such party of any succeeding breach of such provision.
Article 16 Severability
If any provision of this Agreement is subsequently held illegal, unenforceable or invalid by a court or other competent authority, such illegality, unenforceability or invalidity shall not affect the legality, enforceability and validity of any other provisions of this Agreement. The parties shall replace any such provision with a valid, legal and enforceable provision which most nearly conforms to their original intent.