EVALUATION LICENSE AGREEMENT
THIS EVALUATION LICENSE AGREEMENT (the “Agreement”) is made and entered into between Rotite Limited a company, having a registered office at Rotite Ltd. International House, 61 Mosely Street, Manchester, M2 3HZ, United Kingdom (Rotite), and you (the individual and any entity for which you are acting, and your permitted successors and assigns).
BACKGROUND
Whereas, Licensee has expressed an interest in evaluating certain designs(s) of Rotite incorporating Rotite Patents and IP; and Rotite is willing to grant a license for such evaluation on the terms and conditions described below.
NOW, THEREFORE, the parties hereby agree as follows:
1. Licence Grant.
(a) Rotite grants to Licensee, during the term of this Agreement, a temporary, non-exclusive license to use Rotite 3D files to create sample products based on Rotite’s connector patent as applicable in the Licensee’s country and related documentation as provided by Rotite to Licensee, for evaluation purposes only. Licensee may make 3D prints of the Product and designs supplied by Rotite, provided that Licensee reproduces Rotite's copyright and other proprietary rights notices on all such samples.
(b) This license does not include any rights to copy, alter, modify, reverse engineer, decompile, disassemble, make derivative works, rent, lease, disclose, sublicense, or otherwise transfer the Product, related documentation, or other proprietary information of Rotite.
2. Ownership.
The designs, the related documentation, and all authorized copies thereof, shall remain the exclusive property of Rotite Ltd, and shall not be used in any way other than as allowed by this Agreement. Licensee acknowledges that, as between Rotite and Licensee, the Product and its related documentation and all copyrights, trade secret rights and other intellectual property rights with respect thereto, are and will at all times be the property of Rotite, even if suggestions made by Licensee are incorporated into current or subsequent versions of the Product or related documentation.
3. Confidentiality.
(a) Licensee acknowledges that the Product, related documentation and other related materials provided by Rotite, are confidential information of Rotite (“Confidential Information”). Licensee agrees to use the Confidential Information only for the limited term of this license and solely for the purpose of evaluation, and to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of Rotite. Licensee agrees that it will not, at any time without the express written permission of Rotite, disclose the Confidential Information directly or indirectly to any third person, excepting employees of Licensee who have expressly agreed in writing to be bound by the terms of confidentiality. This obligation of confidentiality set forth in this Section will survive the termination of this Agreement for a period of three years.
(b) The definition of Confidential Information shall not include information that is
i. already in the public domain;
ii. becomes generally known or available by publication, commercial use, or general sale of copies of the Product by Licensee;
iii. discovered or created by Licensee independently of any involvement with Rotite or the Product; or otherwise learned by Licensee through lawful means other than from Rotite or anyone connected with Rotite
4. Disclaimer of Warranty.
LICENSEE AGREES AND ACKNOWLEDGES THAT ROTITE SHALL HAVE NO RESPONSIBILITIES TO LICENSEE TO CORRECT ANY DEFECTS OR PROBLEMS IN THE DATA SUPPLIED OR THE RELATED DOCUMENTATION, OR TO ASSURE THAT THE DATA SUPPLIED OPERATES PROPERLY. ROTITE DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PRODUCT AND THE RELATED DOCUMENTATION, WHETHER EXPRESS OR IMPLIED,INCLUDING SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PRODUCT AND THE RELATED DOCUMENTATION IS PROVIDED “AS IS”, AND IS NOT FOR COMMERCIAL USE AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF ITS USE, QUALITY, AND PERFORMANCE.
5. Liability.
(a) Rotite shall have no liability whatsoever to Licensee in connection with this Agreement, including without limitation, liability for any problems in or caused by the Product or the related documentation, whether direct, indirect, special or consequential (including lost profits).
(b) Licensee shall be liable to Rotite for any losses, costs, damages reputation and goodwill arising from damage to the Product that occurs while the Product is in Licensee’s possession as a result of Licensee’s negligence.
6. Term and Termination.
The term (“Term”) of this Agreement shall be 1 year from the acceptance of this agreement, unless sooner terminated as provided herein. Rotite may terminate this agreement immediately upon notice to Licensee in the case of breach of this Agreement by Licensee.
7. General.
(a) This Agreement may not be assigned by Licensee or by operation of law to any other person, persons, firms, or corporation without the express written approval of Rotite.
(b) All notices and demands hereunder shall be in writing and shall be served by personal service, facsimile electronic mail or by mail at the address of the receiving party set forth above (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed complete upon receipt.
(c) This Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to any conflict of laws that might otherwise apply. The parties here to submit to the exclusive jurisdiction of the English courts, and agree that any disputes hereunder shall be litigated in such courts.
(d) Each party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other party for any purpose. Except as provided in this Agreement, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.
(e) No provisions in either party's purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.
(f) The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party.