SoftwareLicenseAgreement软件许可协议完整篇doc.docx

1、SoftwareLicenseAgreement软件许可协议完整篇docSoftware License Agreement软件许可协议 - betweenAAA, INC.(LICENSOR)andBBB(LICENSEE)Dated as of _,_,_(M,D,Y)TABLE OF CONTENTS1. Definitions1.1 ACNielsen Sampling Methodology1.2 Back End Softwar1.3 Collection Software1.4 Contract Quarter1.5 Claims1.6 Consulting Services1.

2、7 Disaster Recovery Site and Disaster Recovery Sites1.8 Documentation1.9 E-Commerce1.10 E-Commerce Service1.11 Entity1.12 Excluded Country and Excluded Countries1.13 Gross Revenue1.14 Initial Release1.15 Initial Roll-Out Costs1.16 Intellectual Property Right and Intellectual Property Rights1.17 Inte

3、rnet Measurement Panel1.18 Internet Penetration1.19 Licensor Intellectual Property Rights1.20 Licensor Know-How 1.21 Localized1.22 Localized Software1.23 Minimum Usage Threshold1.24 Licensor Proprietary Software1.25 Operating Agreement1.26 Operating Committee1.27 Other Agreements1.28 Panel Data1.29

4、Panel Member License Agreement1.30 Person1.31 Requested Developments.1.32 Site and Sites1.33 Subscriber1.34 Term1.35 Territory1.36 Third Party1.37 Upgrade and Upgrades1.38 Use2. License Grants and Restrictions2.1 Grant of License in Collection Software2.2 Grant of License in Back End Software2.3 Gra

5、nt of License to Documentation2.4 Grant of Licensor Know-How License2.5 Localized Software 2.6 Notice of Panel Members Breach2.7 Reservation of Rights2.8 Restrictions2.9 Delivery2.10 Acceptance2.11 Requested Developments2.12 Mediametrie Agreement3. Compensation3.1 Guaranteed Commissions3.2 Maintenan

6、ce Fees3.3 Taxes and Assessments.3.4 Payment Terms3.5 Reporting3.6 Access and Audit4. Territory; Internet Measurement Panel Establishment5. Intentionally Left Blank6. Business Panel Establishment7. Proprietary Rights Notices7.1 Support and Maintenance8. Representations and Warranties of Licensor9. I

7、ndemnification10. Confidentiality10.1 Confidential Information10.2 Non-Confidential Information11. Liability11.1 Waiver of Consequential Damages11.2 Limitation of Liability12. Dispute Resolution13. Term15. Applicability of Bankruptcy Code16. General Provisions16.1 Allocation of Risk16.2 Amendment16.

8、3 Assignment16.4 Change of Control16.5 Choice of Law16.6 Compliance with Laws/Foreign Corrupt Practices Act16.7 Counterparts16.8 Entire Agreement16.9 Force Majeure16.10 Licensees Governmental Approval Obligations16.11 Notices, etc16.12 Relationship of Parties16.13 Severability16.14 Waiver16.15 Calen

9、dar DaysSoftware License Agreement软件许可协议 - WHEREAS, AAA will provide BBB with AAA Licensed Software ( Licensed Software ) in executable form, and AAA documentation (collectively AAA Products ) pursuant to the certain Software License Agreement dated _(M,D,Y) between BBB and AAA ( Underlying Agreemen

10、t ). Except as otherwise indicated, all capitalized terms in this Agreement have the same meaning as defined in the Underlying Agreement.WHEREAS, This Escrow Agreement provides to BBB only and not to any Sublicensee or Affiliate, the availability to access Source Code for the Licensed Software ( Sou

11、rce Code ) upon the occurrence of the events described in and subject to Sections 4 and 5 of this Escrow Agreement.NOW THEREFORE, in consideration of the mutual covenants set forth in this Escrow Agreement, BBB, AAA and Escrow Agent agree as follows:1. Deposit of Source Code.(a) No later than one hu

12、ndred twenty (120) days following the Effective Date of this Escrow Agreement, AAA shall deposit and Escrow Agent shall accept, for storage purposes only, the buildable available Source Code of each Licensed Software and any additional Licensed Software covered by the Underlying Agreement as at any

13、time amended. Deposit shall be made at Data Securities International, _.(b) Source Code shall include for Licensed Software copies of all current source code lines and any associated support documentation, excluding those portions of the Source Code which belong to third parties and are unavailable

14、to AAA or which AAA has licensed from third parties which AAA does not have the right to sublicense or disclose to BBB.2. Title to Source Code.AAA will retain ownership of all intellectual property contained in the deposited Source Code including all copyright, trade secret, patent or other intellec

15、tual property rights subsisting in such Source Code.3. Release of Source Code to BBB.The copy of the Source Code on deposit in escrow pursuant to those Agreement shall be released to BBB only in accordance with the terms of this Agreement.4. Release Event; Escrow as Supplementary.(a) In the event AA

16、A voluntarily commences a Chapter 7 proceeding under the Federal Bankruptcy Act and the proceeding remains undismissed for a period of one hundred twenty (120) days, then BBB shall so notify Escrow Agent in writing, providing evidence of the filing and the duration of such proceedings and make a for

17、mal demand that the Escrow Agent release the Source Code to BBB. Following expiration of such one hundred twenty (120) day period, the provisions of Section 5 shall not be applicable and Escrow Agent shall promptly release the Source Code to BBB.(b) AAA and BBB acknowledge that this Escrow Agreement

18、 is an agreement supplementary to the Underlying Agreement as provided in Section 365 (n) of Title 11, United states Code ( the Bankruptcy Code ). AAA acknowledges that if AAA as a debtor-in-possession or if a trustee in bankruptcy in a case under the Bankruptcy Code rejects the Underlying Agreement

19、 or this Escrow Agreement, BBB may elect to retain its rights under the Underlying Agreement and this Escrow Agreement as provided in Section 365 (n) of the Bankruptcy Code. Upon written request of BBB to AAA or the bankruptcy trustee, AAA or such bankruptcy trustee will not interfere with the right

20、s of BBB as provided in the Underlying Agreement and this Escrow Agreement to obtain the Source Code from the bankruptcy trustee or from the Escrow Agent, and will, if requested, cause a copy of the Source Code to be available to BBB.5. Failure of AAA to Perform Support Services.(a) (i) If AAA or AA

21、As successor in interest is unable to provide Support Services as required by the Underlying Agreement (and in breach of its obligation under that Underlying Agreement) because of the insolvency of AAA as defined in Article 1-201 (23) of the Uniform Commercial Code, BBB shall so notify AAA in writin

22、g ( Deficiency Notice ), specifying in reasonable detail the basis for AAAs failure or inability to provide Support Services. BBB shall serve a copy of the Deficiency Notice simultaneously upon the Escrow Agent.(ii) If AAA or AAAs successor in interest is unable to discharge any of its Support Servi

23、ces obligations as required by Section 8 of the Underlying Agreement (and in breach of its obligations under that Underlying Agreement), BBB shall so notify AAA in writing ( Deficiency Notice ), specified in reasonable detail the basis for such failure. BBB shall serve a copy of the Deficiency Notic

24、e simultaneously upon the Escrow Agent.(b) For a period of sixty (60) days after service of the Deficiency Notice ( Cure Period ), AAA shall have the right to cure the alleged deficiencies and shall correspond with and deal directly with BBB; provided, however, AAA and BBB shall promptly effect the

25、Software support and Program error corrections process described In Exhibit C-1 hereto and BBB shall be entitled to seek the injunctive relief described therein, without recourse to Section 6 below.(c) If at the end of the Cure Period the alleged support deficiencies have not been cured BBB shall no

26、tify AAA and the Escrow Agent in writing, specifying in reasonable detail the deficiency with respect to the Support Services and make a Demand Notice.(d) If AAA disagrees with the Demand Notice specified in Paragraph 5 (c) above, AAA shall so notify the Escrow Agent and BBB in writing (Objection No

27、tice) within thirty (30) calendar days after receipt of the Demand Notice and Escrow Agent shall not release the Source Code unless otherwise directed by AAA and BBB jointly. Failure of AAA to give timely Objection Notice shall conclusively establish its consent to the immediate release of the Sourc

28、e Code to BBB under the terms of this Agreement.6. Dispute Resolution.6.1 In the event of any dispute involving the release of the Source Code under Section 5, authorized representatives of AAA and BBB shall meet pursuant to Section 10.4 of the Underlying Agreement ( Dispute Resolution ) and the par

29、ties shall attempt to expeditiously resolve such disputes in accordance thereunder.6.2 In the event of a Deficiency Notice given pursuant to Paragraph 5 (a) (ii) above which leads to a dispute pursuant to Paragraph 6.1 and the dispute fails to get resolved pursuant to the timeframes specified in Sec

30、tion 10.4 of the Underlying Agreement, then either party may seek binding arbitration in accordance with the commercial rules of the American Arbitration Association then in effect to resolve the dispute. Such arbitration shall take place in Santa Clara, _ and shall be conducted by three (3) arbitra

31、tors, one (1) which shall be selected by each party and the third which shall be selected by the other two arbitrators within the time limits established by the existing rules of the American Arbitration Association. The chairman of such panel of arbitrators shall be an attorney at law, and the othe

32、r arbitrators shall have a background or training in either computer law, computer science or marketing or computer industry products. Each arbitrator shall be knowledgeable in business information and data processing systems. The arbitrators shall have the authority to permit discovery, the extent deemed appropriate by the arbit