Leica Geosystems Geospatial Imaging, LLC


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Leica Geosystems Geospatial Imaging, LLC

  1. 1. Beta Site Agreement #B-0001 Leica Geosystems Geospatial Imaging, LLC BETA SITE AGREEMENT Contract No. B-0001 This Beta Site Agreement (Agreement) describes the objectives, terms, conditions, and responsibilities for conducting beta testing of ERDAS® and Leica Geosystems Geospatial Imaging Software and Related Materials between Leica Geosystems Geospatial Imaging, LLC.((“LGGI”) with its principal place of business at 5051 Peachtree Corners Circle, Suite 100, Norcross, GA 30092, and ______________________________ (Beta Site or individual), having its principal place of business at _______________________________________________. 1. Definitions As used herein, the following words, phrases, or terms of this Agreement shall have the following meanings: • "Software" means the actual copy of all or any portion of the computer programs delivered on any media, including, but not limited to electronic delivery, inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied by LGGI. • "Related Materials" means all of the printed materials, Beta Testing Program materials, user documentation, training documentation, and confidential software activation code supplied by LGGI under this Agreement. 2. Reservation of Ownership and Grant of License LGGI retains exclusive rights, title, and ownership of any beta copy of the Software and Related Materials licensed under this Agreement and hereby grants a personal, nonexclusive, nontransferable, royalty-free license to Beta Site solely for the purpose of testing the Software and Related Materials as delivered, in accordance with the Beta Testing Program and the terms and conditions herein. This license shall become effective upon receipt of any beta version of the Software and Related Materials and shall be terminated as provided in Section 8 below. No authorization is granted to make any modifications to, or derivative works of, the Software or Related Materials. 3. Property Rights The Software and Related Materials delivered are proprietary to LGGI and contain trade secrets, inclusive of unpublished specifications. In exchange for the license granted herein, Beta Site agrees to retain all Software, Related Materials, and information delivered or provided to it in confidence until LGGI commercially releases the same, or the license is terminated. All rights, title, and ownership in patents, trademarks, copyrights, trade secrets, know-how, or any other proprietary rights in the Software and Related Materials remains exclusively with LGGI. Beta Site shall not sell, transfer, lease, lend, assign, time-share, sublicense, publish, disclose, display or otherwise make available the Software or Related Materials in any form, including, but not limited to, flowcharts, diagrams, executable object code, source code, or technical documentation, to any other person or entity without the written permission of an authorized LGGI representative. Beta Site shall secure and protect the Software and Related Materials in the same manner and to the same degree it protects its own proprietary information, using no less than a reasonable standard of care. Beta Site shall allow access to the Software and Related Materials only for those persons within its organization who have a need to know for purposes of the beta test and agrees to instruct the employees of their obligations hereunder. Beta Site shall not decompile or reverse engineer the Software. Beta Site shall not install the Software on any computer network or communication network (including any Intranet or Internet server) without the express written consent of LGGI. 4. Confidentiality Provision You will maintain the existence, features, capabilities and contents of the Product and related documentation secret and confidential until the earlier of (a) one year after the date of receipt by you of the Product; or (b) the date the Product is introduced for sale to the general public by ABC. 5. Copyright 1
  2. 2. Beta Site Agreement #B-0001 The Software and Related Materials are owned by LGGI and its licensors and are protected by United States copyright laws and applicable international treaties and/or conventions. 6. Beta Testing At the sole discretion of the LGGI Beta Test Coordinator, LGGI reserves the right to determine which Software and Related Materials, subsequent interim beta release(s), and/or patch(es) will be made available to Beta Site to test during the term of the Agreement. Beta Site agrees to comply with the requirements of the LGGI Beta Testing Program and will complete and forward to LGGI documentation of its testing program at the request of LGGI. Beta Site will maintain all results of testing in confidence and agrees not to disclose details pertaining to the Software, Related Materials, test results, or Software errors encountered. Beta Site shall advise LGGI immediately of any changes to the information contained in its Beta Site Application, see Appendix A. The LGGI Beta Test Coordinator, identified when you receive the Software and Related Materials, will be the contact for user support services. Standard user support service is not available until the Software and Related Materials is commercially released and licensed to Beta Site on a commercial basis. The beta test may be discontinued at any time for any reason upon the receipt of written notice by either party. In such event, Beta Site shall comply with the termination provision in Section 7 and provide to LGGI a summary of test results and Software errors encountered. 7. Disclaimer of Warranty and Limitation of Liability THIS SOFTWARE AND RELATED MATERIALS ARE PROVIDED TO BETA SITE "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. BETA SITE BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND RELATED MATERIALS. LGGI and Beta Site agree that the Software and Related Materials will be used only for testing purposes. No guarantee is made that the commercial release of this Software and Related Materials will contain the same or similar functionality. LGGI reserves the right to make any change it deems necessary or desirable to the Software and Related Materials, including, but not limited to, changes that make prior data storage methods unreadable or macro language routines inoperable. LGGI shall not be liable for direct, indirect, special, incidental, or consequential damages related to Beta Site's use of the Software and Related Materials, even if LGGI is advised of the possibility of such damage. 8. Term and Termination of Beta License The term of the Agreement is from the last date signed by all parties to December 31, 2005, which may be extended or reduced as necessary by LGGI. Upon notice by LGGI that the beta test for the identified Software and Related Materials is complete or terminated, Beta Site will delete all beta versions of the Software and Related Materials from its computer system(s) or network(s), and either return or destroy all remaining Software and Related Materials. When returning Software and Related Materials, Beta Site must contact their LGGI Beta Test Coordinator to obtain a Return Merchandise Authorization (RMA) number. The RMA number is to be written on the box and shipped to LGGI at the address shown in the preamble of this Agreement. BETA SITE SHALL, THEN CERTIFY IN WRITING TO LGGI THAT THE ABOVE STEPS HAVE BEEN TAKEN. The Beta Site Agreement shall not apply to commercial release(s) of the Software and Related Materials. Beta Site may license commercial release(s) of the Software and Related Materials under the applicable LGGI software license agreement. 9. Entire Agreement and Amendments. This Agreement, the Beta Testing Program, and the Beta Site Application, which are incorporated by reference, constitute. the sole and entire agreement of the parties as to the matter set forth herein and supersede any previous agreements, understandings, and arrangements between the parties relating hereto. Except as otherwise expressly provided herein, any amendments to this Agreement must be in writing and signed by an authorized representative of each party. 2
  3. 3. Beta Site Agreement #B-0001 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective, valid, and binding upon the parties as of the date below as executed by their duly authorized representatives. Accepted and Agreed: _____________________________________ Leica Geosystems Geospatial Imaging, LLC (Beta Site Company or Organization Name) By: _______________________________ By: ___________________________________________ Authorized Signature Authorized Signature Printed Name: ________________________ Printed Name: ___________________________________ Title: _______________________________ Title: __________________________________________ Date: _______________________________ Date: __________________________________________ ::ODMAPCDOCSATL1790641 3
  4. 4. Beta Site Agreement #B-0001 Leica Geosystems Geospatial Imaging, LLC BETA SITE APPLICATION For Contract No. B-0001 Name of Applicant Performing Testing ____________________________________________________________ Company Name (if applicable) ___________________________________________________________________ Applicant/Company Address _____________________________________________________________________ Telephone Number _____________________________________________________________________________ Position (if applicable) __________________________________________________________________________ LGGI Sponsor (if any) __________________________________________________________________________ Product(s) issued to and tested by this site applicant ________________________________________________ ______________________________________________________________________________________________ Acknowledgements: I, ____________________________, have read and understand the terms of the Beta Site Agreement, and will adhere to the terms as presented in the aforementioned contract. This adherence includes returning the beta version of software upon request by LGGI prior to the formal product release as well as acceptance of all terms of warranty and liability as outlined in the Agreement. ___________________________ Name of Applicant ___________________________ Date For internal use only: _________________________________________ Name of LGGI employee working with this Beta Site Applicant 4