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agreement.php

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+<?php
+$agreement = "This Software License Agreement (\"Agreement\") is made and effective on $effective_date by and between HotLunches.net (\"Developer\") and $pac_name (\"Licensee\").
+
+Developer has developed and licenses to users its software program marketed under the name HotLunches.net On-Line System (the \"Software\").
+
+Licensee desires to utilize a copy of the Software.
+
+NOW, THEREFORE, in consideration of the mutual promises set forth herein, Developer and Licensee agree as follows:
+
+1.   DEFINITIONS:
+
+1.1  \"Documentation\" shall mean all manuals, user documentation, and other related materials pertaining to the Software which are furnished to Licensee by the Developer in connection with the Software.
+
+1.2  \"Software\" shall mean the computer programs, on-line applications, reports and any subsequent error corrections or updates supplied to Licensee by the Developer.
+
+
+2.   LICENSE:
+
+2.1  Developer hereby grants to Licensee a perpetual, non-exclusive, limited license to use the Software in Canada and the United States of America as set forth in this Agreement.
+
+
+3.   MODIFICATIONS
+
+3.1  Error Corrections and Updates. The Developer will provide Licensee with error corrections, bug fixes, patches or other updates to the Software licensed hereunder to the extent available in accordance with The Developer's release schedule for a period of one (1) year from the date of shipment.
+
+3.2  Other Modifications. Licensee may, from time to time, request that the Developer incorporate certain features, enhancements or modifications into the Software. The Developer may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of the Developer's licensees.
+
+3.3  Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of the Developer.
+
+
+
+
+
+4.   RESTRICTIONS:
+
+4.1  Licensee shall not modify, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Developer.
+
+
+5.   FEE:
+
+5.1  In consideration for the grant of the license and the use of the Software, Licensee agrees to pay Developer the sum of $annual_fee CAD per year.
+
+
+6.   CONFIDENTIALITY:
+
+6.1  Acknowledgement. Licensee hereby acknowledges and agrees that the Software and Documentation constitute and contain valuable proprietary products and trade secrets of the Developer, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to treat (and take precautions to ensure that its employees and users of the software treat) the Software and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below.
+
+6.2   Maintenance of Confidential Information. Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to: (a) have been known publicly; (b) have been known generally in the industry before communication by the disclosing party to the recipient; (c) have become know publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (d) have been known otherwise by the recipient before communication by the disclosing party; or (e) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information.
+
+6.3  Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer or disclosure of the Software and Documentation or copies thereof will (i) substantially diminish the value to the Developer of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render the Developer's remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Software or Documentation, the Developer shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
+
+6.4  No Reverse Engineering. Licensee agrees not to reverse engineer the Software, or any portion thereof.
+
+6.5  Survival. Licensee's obligations under this Article will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.
+7.   WARRANTIES AND LIABILITIES:
+
+7.1  Warranty of Title. Developer hereby represents and warrants to Licensee that Developer is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Developer or to either: i) procure, at Developer's expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of the license fee upon the return of the Software and all copies thereof to Developer.
+
+7.2.  Warranty of Functionality. For a period of 1 year following delivery of the Software to Licensee (the \"Warranty Period\"), Developer warrants that the Software shall perform in all material respects according to the Developer's specifications concerning the Software when used with the appropriate computer equipment. In the event of any breach or alleged breach of this warranty, Liscensee shall promptly notify Developer and return the Software to Developer at Liscensee's expense. Liscensee's sole remedy shall be that Developer shall correct the Software so that it operates according to the warranty. This warranty shall not apply to the Software if modified by anyone or if used improperly or on an operating environment not approved by Licensor.
+
+7.3  Warranty Disclaimer. DEVELOPER'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
+
+7.4  Limitation of Liability. Developer shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Developer was advised of the possibility of such losses in advance. In no event shall Developer's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.
+
+
+8    INDEMNIFICATION:
+
+8.1  The Developer shall indemnify, hold harmless and defend Licensee against any action brought against Licensee to the extent that such action is based on a claim that the unmodified Software, when used in accordance with this Agreement, infringes a Canadian or United States copyright and the Developer shall pay all costs, settlements and damages finally awarded; provided, that Licensee promptly notifies Institution in writing of any claim, gives the Developer sole control of the defense and settlement thereof and provides all reasonable assistance in connection therewith. If any Software is finally adjudged to so infringe, or in the Developer's opinion is likely to become the subject of such a claim, the Developer shall, at its option, either: (i) procure for Licensee the right to continue using the Software (ii) modify or replace the Software to make it noninfringing, or (iii) refund the fee paid, less reasonable depreciation, upon return of the Software. THE FOREGOING STATES THE ENTIRE LIABILITY OF THE DEVELOPER AND THE EXCLUSIVE REMEDY FOR LICENSEE RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT BY THE SOFTWARE.
+8.2  Except for the foregoing infringement claims, Licensee shall indemnify and hold harmless the Developer, their agents and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of Licensee's modification or enhancement of the Software or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by Licensee, its sublicensees, if any, its subsidiaries or their officers, employees, agents or representatives.
+
+
+9.   PAYMENT:
+
+9.1  Payment. Payment of the license fee shall be made upon delivery of the Software (online availability). Payment of any other amount owed by Licensee to Developer pursuant to this Agreement shall be paid within thirty (30) days following invoice from Developer. In the event any overdue amount owed by Licensee is not paid following ten (10) days written notice from Developer, then in addition to any other amount due, Developer may impose and Licensee shall pay a late payment charge at the rate of one percent (1%) per month on any overdue amount.
+
+
+10.   NOTICES:
+
+10.1  Notice. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
+
+
+11.  DEFAULT AND TERMINATION:
+
+11.1 Events of Default. This Agreement may be terminated by the nondefaulting party if any of the following events of default occur: (1) if a party materially fails to perform or comply with this Agreement or any provision hereof; (2) if either party fails to strictly comply with the provisions of Section 6 (Confidentiality) or makes an assignment in violation of Section 12 (Nonassignability); (3) if a party becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (4) if a petition under any foreign, provincial, or Canadian bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; or (5) if such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days.
+
+
+12.  NO ASSIGNMENT:
+
+12.1 No Assignment. Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Developer.
+
+
+13   GOVERNING LAW:
+
+13.1 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of British Columbia.
+
+
+14.  FINAL AGREEMENT:
+
+14.1 Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
+
+
+15.  SEVERABILITY:
+
+15.1 Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
+
+
+16.  HEADINGS:
+
+16.1 Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
+
+
+IN WITNESS WHEREOF, Developer and Licensee have executed this Software License Agreement on the day and year first above written.
+
+";
+?>