RT-DRUID V3 SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENCE AGREEMENT is made and entered between EVIDENCE S.r.l., a company incorporated under Italian law, with registered offices in via Carducci 56, San Giuliano Terme (PI), Italy, VAT no. 01638690501, hereby represented by its legal representative Paolo Gai (hereinafter referred to as "Evidence"), and the counterparty executing this software licence agreement (herein referred to as the "Licensee").
Evidence and the Licensee are severally referred to as the "Party" and jointly referred to as the "Parties".
(A) Evidence is a company active in the field of embedded systems and has developed a software named "RT-Druid v3" (the "Software" as below defined) aimed at providing a configuration and code generation tool for ERIKA Enterprise;
(B) Evidence is therefore the beneficial owner and licensor of the Software and is entitled to grant licenses to third parties;
(C) the Licensee is willing to be granted with a non-exclusive licence to use the Software and related documentation.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:
1. - DEFINITIONS
1.1 Affiliate(s): means each and any subsidiary or holding company of the Licensee.
1.2 Agreement: means this Software Licence Agreement and any annex, exhibit, attachment, schedule, addendum, or modification hereto, unless the context otherwise indicates.
1.3 Confidential Information: shall mean information, data, knowledge, inventions (whether patentable or not), know-how and any technical (i.e. relating to research, design and industrial activities), business, economic, commercial or administrative information whatsoever owned by Evidence, (i) considered by Evidence as secret and having economic value and (ii) communicated to the Licensee orally, in writing, graphically or by magnetic or electronic or other means in relation to the activities provided by this Agreement and, in particular, in relation to the Software.
1.4 Documentation: means instructions, user guides and other information (whether printed or in machine readable form) made available by Evidence to the Licensee.
1.5 Intellectual Property: means all industrial property rights (also pursuant to Legislative Decree no. 30 of February 10, 2005 Italian Code of Industrial Property), i.e. trademarks and other distinctive signs, geographical indications, appellations of origin, designs, inventions, utility models, layout of integratedcircuits, confidential business information and new plant varieties, and intellectual property rights (also pursuant to Law no. 633 of April 22, 1941 - Copyright Law), i.e. original creative works, including software and databases, as well as other rights provided by special laws.
1.6 Modification(s): means (i) any change or amendment to, or upgrade of, the Software; or (ii) any new release of the Software which (in either case) from time to time is publicly offered by Evidence.
1.7 Software: means (i) the computer program named "RT-Druid v3" aimed at providing a configuration and code generation tool for ERIKA Enterprise; (ii) any Modification which is acquired by the Licensee for the Term of this Agreement; and (iii) the associated Documentation.
1.8 Term: shall mean the term of this Agreement as defined pursuant to Section 9, including all extensions and renewals thereof.
2. - GRANT OF LICENCE
2.1 For the Term of this Agreement Evidence grants to the Licensee a non-exclusive, royalty-free licence to use the Software (and, where appropriate, the Documentation) in connection with the Licensee' business.
2.2 For the purpose of Section 2.1, the use of the Software (and, where appropriate, the Documentation) is strictly limited to use of the Software in object code form:
a) for copying or duplicating of any portion of the Software from storage units or other media into the designated equipment; and/or
(b) for the business purposes of the Licensee; and/or
(c) for carrying out activities which are reasonably incidental to the use as per point (a) and (b), including the maintenance of a reasonable number of back-up or test copies of the Software and the correction of errors.
2.3 Evidence will make the Software available for download to the Licensee on the website http://www.erika-enterprise.com.
2.4 Evidence will inform the Licensee of any Modification and will make them available to the Licensee at the same terms and conditions of this Agreement.
2.5 Evidence will therefore retain the right to freely use the Software for any kind of activities, such as - just by way of example - internal research, external research, commercial exploitation, assignment or granting of licences to third parties.
3. - LICENCE RESTRICTIONS
3.1 Save as stated in Section 2.2, the Licensee shall have no right to copy, adapt, reverse engineer, decompile, disassemble or modify the Software in whole or in part, except as permitted by articles 64-ter and 64-quater of the Italian Copyright Law, i.e.:
(a) for evaluating, studying or testing the operation of the Software, in order to identify ideas and principles underlying each component of the same Software, provided that the Licensee carries out such activities in the course of operations of loading, visualisation, execution, transmission or storage of the Software, being the Licensee entitled to perform said operations; and/or
(b) to the extent that reproduction and/or modification are necessary to obtain information allowing a computer program autonomously developed by the Licensee to be interfaced with other types of programs, provided that:
(i) the above mentioned activities are carried out exclusively by the Licensee;
(ii) the Licensee cannot already access, easily and rapidly, the information required to allow interfacing;
(iii) the above mentioned activities exclusively concern those components of the Software necessary to allow interfacing.
3.2 Elements of the Software (including any header files or run-time' libraries) or any derived knowledge from the use of the Software cannot be used for the development by or for Licensee future products.
3.3 The Licensee may grant royalty-free sub-licenses of the Software to third parties, provided that any sub-license is subject to the same provisions of this Agreement.
4. - WARRANTIES
4.1 The Licensee acknowledges that the Software is provided "as is". Therefore, to the maximum extent permitted by applicable law, Evidence shall not have any liability towards the Licensee or its Affiliates for any loss or damage whatsoever arising from or in connection with this Agreement and with the use of the Software (whether or not in the manner permitted by this Agreement) or the development, modification or maintenance of the same.
4.2 Moreover, Evidence does not guarantee that the Software will perform error-free or uninterrupted or that Evidence will correct all Software's errors.
5. - INTELLECTUAL PROPERTY
5.1 All Intellectual Property rights related to the Software and any Modification, as well as to the Documentation, belong and shall belong to and are exclusive ownership of Evidence. Therefore, the Licensee's only rights in respect thereof are to use them exclusively in relation to the licence and the Software and, for the purposes and during the subsistence of this Agreement, in strict accordance with the terms hereof.
5.2 Any right which the Licensee may acquire over the Intellectual Property shall automatically vest in or, if this is not legally possible, be on request unconditionally assigned for free to Evidence.
5.3 The Licensee will not delete or in any manner alter the copyright, trademark and other proprietary rights notices of Evidence.
5.4 The Licensee shall not do or omit to do anything which may diminish or jeopardise the goodwill and reputation associated with the Intellectual Property or any other right attached thereto nor shall it do anything which may infringe, damage, and/or directly or indirectly dispute or challenge the validity or ownership of the Intellectual Property or any of the rights of Evidence thereto, during the term of this Agreement, or thereafter.
6. - THIRD PARTIES' COMPONENTS
6.1 Certain components of the Software, listed at Exhibit A, have been provided to Evidence under either the Eclipse Public License, v. 1.0 (EPL) or the Artop Software License Based on AUTOSAR Released Material (ASLR) and are thus redistributed in accordance with the related provisions. The source code of said components may be obtained from the web sites http://www.eclipse.org and http://www.artop.org.
7. - CONFIDENTIALITY
7.1 Each Party recognises and acknowledges the secret character of the Confidential Information of the other Party and therefore undertakes:
(a) not to communicate any Confidential Information of the other Party, in whole or in part, directly or indirectly, in any form whatsoever to any third party, without the prior written consent of the other Party; and
(b) not to use, other than for the performance of this Agreement, any Confidential Information of the other Party, in whole or in part, directly or indirectly, in any form whatsoever, without the prior written consent of the other Party.
7.2 In the event that, for the proper performance of this Agreement a third party is required to know any of the Confidential Information, the Party which allows the third party to have knowledge of the Confidential Information,
(a) undertakes to procure that the third party assumes, prior to disclosure, a confidentiality obligation in conformity with the provisions of this Section,
(b) will be liable for any act or omission of the third party, which is not in conformity with the provisions of this article, and
(c) must inform the other Party by e-mail and obtain its prior written consent.
7.3 Confidential information will be communicated only to those employees and officers who (a) objectively need to acquire knowledge in accordance with the purpose of this Agreement and (b) have a confidentiality obligation in accordance with the provisions of this Agreement.
7.4 Each Party recognises and acknowledges that information of the other Party is not, under any circumstances, to be considered as Confidential Information, if written evidence can be given that the information is, at the moment of communication, easily accessible to technicians of that field or later becomes accessible to such technicians other than as a result of the breach of the obligations.
7.5 If one of the Parties is obliged to communicate or disclose the Confidential Information in compliance with the legitimate orders of any authority, such a Party must give immediate written notice to the other in order to agree, if possible, the method of communication and give the other Party the opportunity to apply for the most suitable measure and remedy in order to defend its proper interest.
7.6 Each Party undertakes to preserve, by all means reasonably appropriate, the other Party's Confidential Information which may be in possession pursuant to this Agreement.
7.7 In the event of termination of this Agreement for any reason, where one Party has delivered to the other Confidential Information in writing or other tangible form, the receiving Party shall immediately return all supports containing Confidential Information in its possession or, upon written instruction of delivering Party, proceed to their destruction.
8. - TERM AND TERMINATION
8.1 This Agreement has a duration of 5 (five) years starting from the date of acceptance by Licensee, unless earlier terminated in accordance with the provisions of Sections 8.3 - 8.5 below.
8.2 This Agreement will be automatically renewed for further periods of 1 (one) year each, unless terminated by either Party with 60 (sixty) days written prior notice.
8.3 Without prejudice to the right of the non-breaching Party to claim additional compensation for damages, this Agreement may be terminated by one of the Parties prior to expiry of the Term by notifying to the other Party prior written notice of such intention, upon the grounds that the other Party has failed to perform or observe any of its material obligations hereunder and has not remedied such failure, if capable of remedy, within 30 (thirty) days after service of the written notice from the other Parties requiring it to do so. Should the non-performing Party not remedy within the said 30 (thirty) days term, the performing Party shall notify a second written notice communicating to the other Party that this Agreement has to be considered as terminated.
8.4 Without prejudice to the right of compensation for damages, this Agreement may be terminated by Evidence notifying the Licensee by way of registered mail of its intention in the event breach by the Licensee, in whole or in part, of its obligations under Sections 2.2 (Grant of licence), 3 (Licence restrictions), 5 (Intellectual Property), 7 (Confidentiality), 11.6 (Warranties) and 11.9 (Assignment) of this Agreement.
8.5 Without prejudice to the right of compensation for damages, this Agreement shall be terminated by the Licensee by notifying Evidence by way of registered mail of its intention in the event of breach by Evidence, in whole or in part, of its duties under Sections 2.4 (Modifications) and 7 (Confidentiality) of this Agreement.
9. - FORCE MAJEURE
9.1 Neither Party shall be liable for any delay in fulfilling its duties under this Agreement in the event of force majeure, i.e. in case of circumstances beyond its control (such as the following events: strikes, industrial contentions, wars, embargoes, acts of vandalism and terrorist attacks, epidemics, floods, earthquakes, fires and other natural disasters). Provided that the non-performing Party for the occurrence of an event of force majeure notifies the other Party in writing the reason of the delay, the obligations which cannot be performed shall be suspended during the period of delay caused by force majeure. The performing Party may terminate the Agreement by way of registered mail (i) where the force majeure event lasts more than 6 (six) months, (ii) if fulfilment is not restarted within 30 (thirty) days after the non-performing Party notifies the end of the event of force majeure, without prejudice for further damages.
10. - GOVERNING LAW AND COMPETENT JURISDICTION
10.1 This Agreement shall be governed by and construed in accordance with the laws of Italy.
10.2 In case of dispute the Courts of Milan (Italy) shall have exclusive jurisdiction.
11. - MISCELLANEOUS
11.1 The recital and annexes form an integral and essential part of this Agreement.
11.2 This Agreement constitutes the final written expression of the terms of agreement between the Parties relating to the subject matter contained herein. This Agreement supersedes all prior or contemporary communication, proposal or declaration, even in verbal form, with respect to such subject matter.
11.3 This Agreement may be amended only in writing and by way of registered mail, or in the forms eventually established by such Agreement.
11.4 Where any provision of this Agreement is rendered void by operation of law, such voidability shall not affect the enforceability of the remaining provisions which are able to survive independently of the voidable provision.
11.5 Each Party agrees that the failure of the other Party at any time to require performance of any of the provisions herein shall not be construed as a waiver or relinquishment of any right or claim granted to the other Party or of the future performance of any such term, covenant, or condition, and such failure shall in no way affect the validity of this Agreement or the rights and obligations of the Parties hereto.
11.6 As an essential inducement to the execution of this Agreement, the Licensee hereby represents and warrants that:
(a) it is a company duly organised and in good standing under the laws of its country of incorporation, has full corporate power and authority to carry out its business as now conducted, to execute this Agreement, and to carry out the provisions hereof; (
b) the execution and delivery of this Agreement, the performance hereof and the execution of the transactions contemplated herein have been duly authorised and approved by all necessary and proper corporate action and this Agreement, when executed, will embody legal, valid, binding and enforceable obligations and will not result in the violation of any laws or any rules, orders, regulations or decrees of any competent authority and will not conflict with or result in the breach of the provisions of its articles of incorporation, or any covenant, agreement or understanding to which it is a party.
11.7 Any notice required to be given under this Agreement shall be deemed to have been given and served where dispatched by e-mail, facsimile transmission or mail. Should a Party require proof of receipt of the communication, such a communication shall be dispatched by registered mail, certificated e-mail or delivered by hand with acknowledgement signature at the addresses above.
11.8 The provisions of Sections 5 (Intellectual Property) and 7 (Confidentiality) will survive any termination of this Agreement.
11.9 This Agreement cannot be transferred by Licensee to third parties without written consent of Evidence.
11.10 Except as otherwise provided herein, each Party hereto shall bear its own costs and expenses relating to the negotiation, drafting, execution and implementation of this Agreement.
For and on behalf of Evidence
Paolo Gai, CEO Evidence Srl
Pisa, November 17, 2017
For acceptance by Licensee
For the purposes of article 1341 of the Italian Civil Code, the
Licensee expressly acknowledges the provisions of Sections 4
(Warranties), 9 (Term and termination) and 11 (Governing law and
competent jurisdiction). For acceptance by Licensee
THIRD PARTIES' COMPONENTS
Components subject to the Eclipse Public License, v. 1.0 (EPL)
The following standard Eclipse components are subject to the EPL
License and are typically installed with RT-Druid:
Eclipse platform / CDT / EMF / XSD / OCL / XText / eGit / mylyn /
xtend / eef / ecp / GMF / Acceleo
Components subject to the Artop Software License Based on AUTOSAR Released Material (ASLR)
The following components are subject to the ASLR License and are
typically installed with RT-Druid:
For the purposes of article 1341 of the Italian Civil Code, the
Licensee expressly acknowledges the provisions of Sections 4
(Warranties), 8 (Term and termination) and 10 (Governing law and