Terrasoft CRM permissions
SOFTWARE PARTNER AGREEMENT #
This Agreement is concluded this day of ____________________.
between: Outsourcing Production Centre Terrasoft Ltd, a company incorporated under the Ukrainian laws of “About Property”, “About Commercial Activity”, “About Enterprises in Ukraine”, and other regulation laws registered at 9/A, Tarasovskaya Str., Kiev, 01011, Kiev, Ukraine
(hereinafter referred to as the “Licensor”)
And _________________________a company incorporated under the laws of _________, with its registered office at _______________________________________
(hereinafter referred to as the “Licensee”).
WHEREAS the Licensor is the exclusive owner of certain computer technologies and software (the “Software”) as defined hereinafter;
WHEREAS the Licensee wishes to receive from the Licensor and the Licensor wishes to give to the Licensee the rights for distribution and reproduction of Software model (computer program), determined in this Agreement;
NOW THEREFORE the parties hereto agree as follows:
For the purposes of this Agreement definitions of particular terms are specified in Annex 1 hereto.
2. Limitation of Use
The use by the Licensee of the rights granted under this Agreement is subject to limitations specified in Annex 2 hereto.
3. Licensee’s Responsibilities
3.1. The Licensee shall ensure and get the written confirmation that each End User who obtains the license(s) from the Licensee or Licensee’s Partner in accordance with this Agreement agrees to the End User License Agreement (the “EULA”).
3.2. The form and content of the EULA shall be determined by the Licensor only. The valid EULA is specified in Annex 4 hereto.
3.3. The Licensee may not grant to End Users rights other than those specified in EULA.
3.4. The Licensee shall cooperate with the Licensor to ensure that each End User complies with the terms of the EULA. The Licensee agrees to notify the Licensor immediately about the possession, use or reproduction of the Software and/or Product by any person in an unauthorized manner.
3.5. The Licensee may not grant, and shall ensure that no Licensee’s Partner may grant, licenses to End Users at prices lower than the Recommended price for End User as determined in the official Price-list of the Licensor.
3.6. The Licensee shall provide the Licensor with the Sales report and Marketing report [two (2) working days] by the end of each month in the format required by the Licensor. In case any changes in the reported data occurred the Licensee may update the reports on the last working day of the month.
In consideration of the grant of the license(s) under this Agreement, the Licensee shall make payments to the Licensor as described in Annex 3 hereto.
5. Technical Support
5.1. The Licensee may submit to the Licensor defect report(s) specifying fatal or other defects only.
5.2. After receipt of a defect report from the Licensee the Licensor may provide the Licensee with updates to the Product to include rectification, provided that such rectification is feasible, of fatal defects, within [one (1)] month from the date of receipt of the defect report.
5.3. After receipt of a defect report from the Licensee the Licensor may provide the Licensee with updates to the Product to include rectification, provided that such rectification is feasible, of defects other than fatal during the term of this Agreement.
5.4. Technical support to End Users may be provided by the Licensee if it is agreed with the Licensor.
6. Ownership of the Software and Proprietary Rights
6.1. The Licensor, to the best of its knowledge, warrants that the Product and Documentation delivered to the Licensee under this Agreement shall not infringe on the copyright or trade secrets of any third party. To the extent this material contains matter proprietary to a third party the Licensor shall obtain a license from the owner permitting the use of such matter and granting the Licensor the right to sub-license. The Licensor will not knowingly infringe upon any existing patents of third parties in the performance required by this Agreement, but the Licensor makes no warranty of non-infringement of any patent. The foregoing notwithstanding, in the event any third party brings or threatens to bring any suit or claim against the Licensee, which may be inconsistent with the rights granted hereunder, the Licensee undertakes to notify the Licensor immediately of any such suit or claim, and afford the Licensor the possibility to defend, compromise or settle any such suit or claim.
6.2. No work performed by the Licensor pursuant or incidental to this Agreement shall be deemed to be a “work for hire" on behalf of the Licensee. The Software and/or Product, and all modifications thereto, are property of the Licensor and/or its licensors and all title and exclusive rights to the codes, algorithms etc. contained therein remain with the Licensor and/or its licensors. Ownership of all applicable Intellectual Property Rights in the Software and/or Product shall remain of the Licensor’s and/or of its licensors’. The Licensee shall not have any ownership interest in any element, segment or component of the Software and/or Product.
6.3. The Licensee agrees that it shall not adopt, use or register a trademark or trade name confusingly similar to trademarks and other commercial designations and names used by the Licensor, including those mentioned in Annex 1 hereto, whether registered or unregistered (“the Licensor’s Trade Names and Marks”), wherever (including countries, in which Licensor’s rights to Licensor’s Trade Names and Marks are not protected). The Licensee further agrees that it will not oppose, contest or challenge in any manner the Licensor’s ownership or use of its Licensor’s Trade Names and Marks. The Licensee may use the Licensor’s Trade Names and Marks if the Licensor gives the Licensee such permission.
6.4. The Licensee shall not remove, efface or obscure any copyright notices or other proprietary notices or legends from any Product and/or Documentation and/or other Licensor’s material provided hereunder, and shall reproduce all such notices and legends when executing its rights in respect to the Product provided in this Agreement.
7.1. Confidential Information shall mean any information or materials disclosed or otherwise provided by either party (hereinafter “Disclosing Party”) to the other party (hereinafter “Receiving Party”), including all information, forms, specifications, processes, statements, formula, know-how, ideas, drawings, concepts, technology, marketing and commercial knowledge (and copies and extracts made of or from that information and data) that are identified or reasonably identifiable as confidential or proprietary, including but not limited to the terms and conditions of this Agreement.
7.2. Confidential Information does not include information, which (I) was known to the Receiving Party, without restriction and without duty of confidentiality, at the time of disclosure, as evidenced by the written records of Receiving Party, (II) is or becomes part of public knowledge other than as a result of any action or inaction of the Receiving Party, (III) is independently developed by the Receiving Party without reliance upon or use of the Confidential Information of the Disclosing Party, or (IV) concerns Intellectual Property Rights owned by Receiving Party.
7.3. The parties acknowledge that through performance of their respective obligations under this Agreement each party may come into possession of Confidential Information belonging to the other party.
7.4. The parties acknowledge that any disclosure or unauthorized use by Receiving Party of the Confidential Information of Disclosing Party will cause irreparable harm and loss to the Disclosing Party. Accordingly, the Parties agree that they will:
7.4.1. hold all Confidential Information of the other party in confidence and exercise at least such care with respect to the other party's Confidential Information as the party would exercise with respect to its own Confidential Information;
7.4.2. use Confidential Information of the other party only for purposes of the implementation of this Agreement;
7.4.3. not copy, in whole or in part, any Confidential Information of the other party, except to the extent necessary to implement the terms of this Agreement;
7.4.4. not disclose any Confidential Information of the other party to any third party, without the prior written consent of the other party; provided that a party may disclose, without being in violation of this paragraph, Confidential Information pursuant to a valid court order, but must first give notice to the party whose Confidential Information is to be disclosed and provide reasonable cooperation to such party in any attempts to resist such court order or limit its scope and effect;
7.4.5. disclose any Confidential Information belonging to the other party to only those employees of the party who have a need to know to implement the terms of this Agreement; and
7.4.6. return all Confidential Information belonging to the other party, including all copies and records thereof, upon the termination of this Agreement.
7.5. Each party acknowledges that the other party will suffer immediate and irreparable damage if it fails to comply with any of its confidentiality obligations hereunder, and that monetary damages will be insufficient to compensate the Disclosing Party for such breach. Therefore, in addition to other remedies available to it at law or equity, the Disclosing Party shall be entitled to injunctive relief to enforce the confidentiality terms of this Agreement and the party in breach shall not raise as a defense to an action for an injunction that the Disclosing Party would be adequately compensated by monetary damages alone.
7.6. Each party agrees to be responsible for and to indemnify the Disclosing Party for any unauthorized use or disclosure of the Software and/or Product and/or Confidential Information by it or any of its employees or agents.
7.7. The Licensee may not reverse engineer, disassemble or reverse translate any object code provided to it by the Licensor under this Agreement, whether such code is marked confidential or not, nor may it allow any third party to undertake any of these actions.