INDUSTRAT LICENSE AGREEMENT
BACKGROUND. Licensor, INDUSTRAT SARL of 25 rue De
Madame, 77250 Moret sur Loing, France, owns a software package named "INDUSTRAT:
The Strategic Industrial Simulation" ("Software"), which is designed to
perform strategic industrial marketing simulations for educational purposes,
as described in the book "INDUSTRAT: The Strategic Industrial Marketing
Simulation" (published by Prentice-Hall) (the "Book"). Licensee desires
to use the Software and the Book in a seminar, course or training program.
- License Grant. Licensor, as identified below, grants to Licensee,
and Licensee accepts, a non-exclusive and non-transferable license to
use one copy of the Software solely for the Industries (defined below)
and time period indicated on the Order Form.
- Scope of License.
- Only Licensee and persons who sign the Order Form are permitted
to control or use the Software.
- Use of the Software is limited to the internal business or educational
use of Licensee. No other use of the Software is permitted unless
expressly authorized by Licensor in writing.
- Each application of the Software is for a simulation of five (5)
firms competing among themselves (an "Industry"). This License is
limited to the number of Industries indicated on the Order Form,
in one or more courses or seminars, as specified on the Order Form
and carrying the title indicated on the Order Form, using the services
of an "Approved INDUSTRAT Instructor" ("API").
- Licensee Not API. If Licensee has contracted the services of
an API, the API's name and signature must appear in the Order Form.
The API is authorized to administer the use of the Software only on
Licensee's premises or under the supervision of Licensee. Licensee is
responsible for assuring that the API's use complies with the restrictions
of this Agreement.
- Licensee as API. If the Licensee is an API:
- The API will comply with this license as to all uses and use the
Software only as permitted hereby;
- The API will cause each of its customers to complete, sign and
deliver to Licensor an Order Form covering the customer's intended
use of the Software.
- Licensee shall pay to Licensor prior to delivery of Software,
according to the following alternative nature of the Licensee:
- Twelve Thousand Euros(€12,000.00) per Industry for non-academic
users (10% is unrefundable);
- Six Thousand Euros(€6,000.00) per Industry for public
open enrollment university executive education programs (10%
is nonrefundable). University sponsored company specific programs
or consortia are non-academic programs, and
- Three Thousand Euros(€3,000.00) per industry for each
university degree program, as specified on the Order Form. (This
entire license fee is non-refundable);
- If Licensee's seminar(s) contain more than one Industry, a multiple
of the stated royalties will be paid, e.g., in the case of a non-academic
user, two Industries, €24,000; three Industries, €36,000.
- Software will be delivered after proof of payment has been furnished.
- Software Development and Amendment. Any supplement to or modification
of the Software that Licensee or its API may wish to make in respect
of the Software or other related documentation may only be made with
Licensor's written consent and shall be owned by Licensor. Licensee
shall execute and deliver all documents requested by Licensor to evidence
its ownership hereof.
- Proprietary Rights. Licensee acknowledges that Licensor owns
all proprietary rights in the Software and the Book, that they are copyrighted
and that their contents - to the extent not protected by copyright -
are trade secrets. Licensee will exercise due diligence to (i) protect
the proprietary rights in the Software and Book and (ii) assure that
there is no unauthorized copying or use thereof.
- INDUSTRAT is a registered trademark of Licensor.
- Every brochure, pamphlet or other promotional, marketing or training
material related to the Software will prominently bear the following
This instructional program is based on software developed
Jean-Claude Larréché and David Weinstein with the support of INSEAD
and owned by INDUSTRAT S.A.R.L.
©1993 INDUSTRAT S.A.R.L.
- All brochures, pamphlets or other promotional, marketing or training
materials related to the Software must be delivered to Licensor
for prior approval at least twenty (20) business days prior to their
use. Failure of Licensor to respond to an approval request within
ten (10) business days after its receipt shall be deemed as approved.
- Licensee will not erase or alter any proprietary markings of Licensor
in the Software.
- No Warranty. LICENSOR LICENSES THE SOFTWARE TO
LICENSEE "AS IS". LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT PROMISE THAT
THE SOFTWARE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.
- Limitation of Liability. LICENSOR WILL NOT BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES
ARISING OUT OF THE USE OF THE SOFTWARE OR KEY TAG. LICENSOR'S TOTAL
LIABILITY WITH RESPECT TO ALL CAUSES OF ACTION TOGETHER WILL NOT EXCEED
THE AMOUNT PAID BY THE LICENSEE FOR THE PRESENT LICENSE. THESE LIMITATIONS
APPLY TO ALL CAUSES OF ACTION, INCLUDING BREACH OF CONTRACT, BREACH
OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER
TORTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION
MAY NOT APPLY TO YOU.
- Term. This Agreement is effective for the period of time indicated
on the Order Form, subject to the survival of paragraphs 8 and 14.
- Termination. The License granted herein will terminate immediately
upon the date specified in the Order Form or Licensee's breach of any
of its obligations pursuant of this Agreement, whichever comes first.
- No Assignment. License may not assign any of its rights or
delegate any of its duties under this Agreement without Licensor's prior
express written consent, and any attempt to do so without that consent
will be void.
- Choice of Laws. This Agreement will be governed by and construed
in accordance with the laws of the State of New York, USA, without regard
to conflicts of law principles.
- Amendment. This Agreement may only be amended by a writing
signed by both parties.
- Waiver. No waiver will be implied from conduct or failure to
enforce rights. No waiver will be effective unless in writing signed
on behalf of the party against whom the waiver is asserted.
- Severability. If any part of this Agreement is found invalid
or unenforceable, it will be enforced to the maximum extent permitted
by law, and the remainder of this Agreement will remain fully in force.
- Equitable Relief. Licensor may have injunctive, preliminary
or other equitable relief to remedy any actual or threatened dispute.
- Entire Agreement. This Agreement represents the entire Agreement
between the parties related to the subject matter and supersedes all
prior representations, discussions, negotiations and agreements, whether
written or oral.
- Attorneys' Fees. In the event of a lawsuit between the parties,
the court shall have the right to award reasonable attorneys' fees and
expenses to the prevailing party, in addition to any other sums to which
it may be entitled.
Please fill-in the contract form, sign it and send the scanned copy to us by e-mail.
|Click to download the contract
and the order form.