1.1 In this agreement unless the context
"DESIGNATED EQUIPMENT" means a computer
owned or leased by the Licensee and under the Licensee's control.
"SOFTWARE" means the software programs
in object code form specified in the Schedule including any
New Release of the same made or issued pursuant to Clause 6
"SOFTWARE MATERIALS" means the Software
and the Documents.
"NEW RELEASE" means any improved modified
or corrected version of the Software or Documents from time
to time issued by NUS pursuant to Clause 6 below.
"DOCUMENTS" means the instruction manuals
user guides and other information whether in printed or machine
readable form made available at NUS's discretion to the Licensee.
"USE" means the copying or transmission
of the Software or (where in machine readable form) the Documents
into the Designated Equipment for the processing of the instructions
contained in the Software or (as the case may be) the Documents.
2. GRANT OF LICENCE
In consideration of the mutual covenants and
undertakings set out herein and subject to the Licensee's compliance
with the terms and conditions of this Agreement, NUS grants
and the Licensee accepts a non-exclusive, non-transferable,
revocable, royalty-free licence to Use the Software (and where
applicable the Documents) upon the Designated Equipment and
to possess and refer to the Documents, for non-commercial use
You agree that: (i) all copyright, trademark
and other intellectual property legends or notices will appear
on all copies and derivative works of the Licensed Software
or portions thereof and (ii) any publications, including technical
reports and white papers, which mention results from software
that uses DM-II CBA in any way must give conspicuous reference
to the use of DM-II CBA and refer to the web site http://www.comp.nus.edu.sg/~dm2
3. PROPERTY AND CONFIDENTIALITY IN THE SOFTWARE MATERIALS
3.1 The Software Materials contain confidential
information of NUS and all copyright trade marks and other intellectual
property rights in the Software Materials are the exclusive
property of NUS.
3.2 The Licensee shall not:
3.2.1 save as provided in Clause 4 below
make back-up copies of the Software Materials.
3.2.2 reverse compile, copy or adapt the
whole or any part of the Software Materials for the purposes
of correcting errors in the Software Materials.
3.2.3 assign transfer sell lease rent charge
or otherwise deal in or encumber the Software Materials or use
the Software Materials on behalf of any third party or make
available the same to any third party or
3.2.4 remove or alter any copyright or other
proprietary notice on any of the Software Materials.
3.3 The Licensee shall:
3.3.1 keep confidential the Software Materials
and limit access to the same to those of its employees agents
and sub-contractors who either have a need to know or who are
engaged in the Use of the Software (including where appropriate
3.3.2 reproduce on any copy (whether in
machine readable or human readable form) of the Software Materials
NUS's copyright and trade mark notices.
3.3.3 maintain an up-to-date written record
of the number of copies of the Software Materials and their
location and upon request forthwith produce such record to NUS.
3.3.4 notify NUS immediately if the Licensee
becomes aware of any unauthorised use of the whole or any part
of the Software Materials by any third party and
3.3.5 without prejudice to the foregoing
take all such other steps as shall from time to time be necessary
to protect the confidential information and intellectual property
rights of NUS in the Software Materials.
3.4 The Licensee shall inform all relevant
employees agents and sub-contractors that the Software Materials
constitute confidential information of NUS and that all intellectual
property rights therein are the property of NUS.
4. COPYING OF THE SOFTWARE MATERIALS
4.1 The Licensee shall be entitled to make
2 back-up copy (copies) of the Software. Any such copy shall
in all respects be subject to the terms and conditions of this
Agreement and shall be deemed to form part of the Software.
4.2 The Licensee shall not be entitled to
copy in whole or in part the Documents.
5. MODIFICATIONS AND ENHANCEMENTS
The Licensee may make modifications and
enhancements to the Software but the ownership of these as well
as in the Licensee's software models and the intellectual property
rights therein shall vest in NUS and may only be used in the
same manner as is permitted for the Software generally. The
Licensee shall forthwith inform NUS of any modifications and
enhancements which is made to the Software and shall make available
a copy thereof to NUS. The Licensee's confidentiality obligations
set forth in this Agreement shall apply to any modifications
6. NEW RELEASE
NUS may at its sole and absolute discretion
make available to the Licensee any New Release at no cost to
the Licensee. The terms and conditions of this Agreement shall
apply to any New Release.
7. MATERIAL ERRORS
If any material errors in the Software
Materials attributable to NUS which prevent the performance
of the same is confirmed, NUS may, in its absolute discretion,
correct it or to provide instructions for circumvention without
charge, provided, however, that: (i) the Licensee shall promptly
notify NUS of any errors discovered and shall furnish to NUS
adequate supporting documentation and details to substantiate
and to assist NUS in the identification and detection of such
error; and (ii) the error can be reproduced on properly functioning
equipment controlled by NUS.
8. EXCLUSION OF WARRANTIES
The Licensee assumes full responsibility
for the results obtained from the use of the Software Materials
and for application of such results. NUS has provided no warranties,
either express or implied, with respect to the Software Materials.
In particular, NUS makes no representation or warranty that
the intellectual property rights in the Software materials are
valid or that the use of the Software Materials with or without
any modifications thereto is not an infringement of any right
not owned by NUS. No implied warranty of merchantability or
fitness for any purpose and no implied warranty arising by usage
of trade, course of dealing, or course of performance is given
by NUS or shall arise by this Agreement and/or NUS's and/or
the Licensee's conduct in relation hereto or to each other,
and in no event shall NUS be liable on any such warranty with
respect to any item or any part of the Software Material. No
warranty is provided with respect to any enhancements or modifications
made by the Licensee. Any representation of any kind of any
software shown or furnished to the Licensee by NUS, if any,
was for illustrative purposes exclusively and neither did nor
does constitute any representation or warranty of NUS.
9. LIMITATION OF LIABILITY
NUS shall not be liable to the Licensee
in respect of any breach of its contractual obligations arising
under this Agreement or for any representation, statement or
tortuous act or omission including negligence arising under
or in connection with this Agreement. In no event shall NUS
be liable for any direct loss, loss of profits, goodwill or
any type of special indirect or consequential loss (including
loss or damage suffered by the Licensee as a result of an action
brought by a third party for any reason whatsoever) even if
such loss was reasonably foreseeable or NUS had been advised
of the possibility of the Licensee incurring the same.
10. DURATION OF AGREEMENT
This Agreement shall continue until terminated
in accordance with the provisions of Clause 11 herein.
11.1 This Agreement may be terminated:
11.1.1 by either party giving the other
not less than 60 days' written notice.
11.1.2 forthwith by NUS if the Licensee
commits any material breach of any term of this Agreement and
which (in the case of a breach capable of being remedied) shall
not have been remedied within 60 days of a written request to
remedy the same.
11.1.3 if the Licensee, being a body corporate,
shall present a petition or have a petition presented by a creditor
for its winding up, or shall convene a meeting to pass a resolution
for voluntary winding up, or shall enter into any liquidation
(other than for the purposes of a bona fide reconstruction or
amalgamation); shall call a meeting of its creditors, or shall
have a receiver of all or any of its undertakings or assets
appointed, or shall be deemed by virtue of the provisions of
the Companies Act (Cap. 50) to be unable to pay its debts. If
the Licensee, being an individual shall die or, being a firm
or partnership, shall be dissolved or in any case, shall commit
any act of bankruptcy or have a receiving order made against
him/it or shall make or negotiate for any composition or arrangement
with or assignment for the benefit of his/its creditors.
11.2 Any termination of this Agreement pursuant
to this Clause shall be without prejudice to any other rights
or remedies which NUS may be entitled to hereunder or at law
and shall not affect any accrued rights or liabilities of NUS
nor the coming into or continuance in force of any provision
hereof which is expressly or by implication intended to come
into or continue in force on or after such termination.
11.3 Within 60 days of the termination of
this Agreement (howsoever and by whomsoever occasioned) the
Licensee shall at NUS's sole option either return all copies
of the Software Materials in its possession or control or shall
destroy all copies of the Software Materials in its possession
or control and a duly authorised officer of the Licensee shall
certify in writing to NUS that the Licensee has complied with
its obligation as aforesaid.
Failure or neglect by the NUS to enforce
at any time any of the provisions of this Agreement shall not
be construed nor shall be deemed to be a waiver of NUS's rights
hereunder nor in any way affect the validity of the whole or
any part of this Agreement nor prejudice NUS's rights to take
The headings of the terms and conditions
herein contained are inserted for convenience of reference only
and are not intended to be part of or to affect the meaning
or interpretation of any of the terms and conditions of this
In the event that any of these terms, conditions
or provisions shall be determined invalid, unlawful or unenforceable
to any extent, such term, condition or provision shall be severed
from the remaining terms, conditions and provisions which shall
continue to be valid to the fullest extent permitted by law.
15. NO ASSIGNMENT
This Agreement shall inure to the benefit
of and shall be binding upon the successors and assigns of the
respective parties hereto; provided, however that the Licensee
shall not assign, sublet or otherwise transfer the Software
Materials or NUS's confidential information or any part thereof
or any of the Licensee's rights, or obligations under this Agreement
without the prior written consent of NUS. Any transfer from
the Licensee by merger, consolidation or liquidation shall constitute
an assignment for purposes of this Agreement.
All modifications to this Agreement must
be in writing and signed by both parties.
17. GOVERNING LAW
This Agreement shall be construed in accordance
with the laws of the Republic of Singapore and the parties hereby
submit to the jurisdiction of the Supreme Court of the Republic
Any notice given hereunder shall be sent
in writing to the other party's address set forth in this Agreement
or to such other address and to such party as such party shall
most recently have designated in writing.