EVALUATION/DEMONSTRATION LICENSE AGREEMENT

This Evaluation/Demonstration Agreement Number "2016-0001" (the " Agreement") is made and entered into between Harris Corporation, with offices at 2400 Palm Bay Road, Palm Bay, FL 32905 (" Harris") and "Licensee"

("Licensee"") as of the Effective Date identified below. Harris and Licensee may hereinafter be referred to individually as " Party" and collectively as the " Parties".

EFFECTIVE DATE:	Date Fully Executed
TERM: TERMINATION DATE:	60 Days
LICENSED PRODUCT:	Geiger Mode LiDAR
FORMAT:	LAS V1.4
APPLICATION:	This Agreement allows Licensee to: 1.       Utilize the data to evaluate/demonstrate the use of the Licensed Product for internal business use ONLY.
LIMITATION:	No commercial use of the Licensed Product shall be allowed during the Evaluation/Demonstration Period. For the avoidance of doubt, the use or licensing of Licensed Product for any commercial gain by the Licensee shall require the signature of separate licensing agreements between Harris and the Licensee. Data cannot be used for any other purpose or re-distributed.

 

EVALUATION/DEMONSTRATION LICENSE AGREEMENT

Provision of Geiger Mode LiDAR (Licensed Product)

For Evaluation/Demonstration Purposes

 

1.              LICENSE GRANT: Subject to the terms and conditions of this Agreement, Harris grants the Licensee, a limited, non-exclusive, restricted, revocable, non-transferable, non-sublicensable right, to use the Licensed Product for the Application described in this Agreement.

Harris further grants the Licensee the right to create Derived Products, provided that (a) Derived Products are used for internal business use only and subject to the same restrictions as the Product(s) delivered pursuant to this License (except as specifically authorised in advance and in writing by Harris); and (b) Harris is identified as the source of the relevant data and the Derived Products contain the following copyright notice conspicuously displayed: "Includes material © [year] Harris All Rights Reserved."

 

2.              RESTRICTIONS: The License granted herein is subject to the following restrictions:

2.1 The Licensed Product provided to the Licensee is for the sole use of the Licensee, and cannot, under any circumstances, be used by, or disclosed to any third party (which includes, without limitation, any other user, other than as provided in the Application section of this Agreement, without Harris' prior written consent;

2.2 Licensee may retain one copy of the data comprising the Product within its own system or database during the term of this License. The use of such retained data is subject to the same License grant and restrictions as the Product(s) delivered pursuant to this License.

2.3 Licensee may not sell, lease, License, rent, loan or otherwise transfer, with or without consideration, the Licensed Product or any Derived Product;

2.4 Licensee agrees to use all reasonable efforts to ensure that no improper or unauthorised use of the Licensed Product or Derived Product is made;

2.5 .Licensee may not permit third parties to benefit from the use or functionality of the Licensed Product or Derived Product, via a timesharing, service bureau or other arrangement, except to the extent such use is specified for the Application as defined in this Agreement;

2.6 Licensee may not transfer any of the rights granted to it under this Agreement;

2.7 In no event shall the Licensed Product or any Derived Product be used for purposes in commercial competition with Harris;

2.8 Licensee may not reverse engineer, decompile, or disassemble the Licensed Product or take steps to discover the trade secrets or confidential information of Harris and its affiliated companies and suppliers;

2.9 Licensee may not alter or remove any copyright notice or proprietary legend contained in or on the Products; and

2.10 Licensee agrees that any embodiment of the Products permitted under this Agreement will clearly display the following notice: "Includes material © [year] Harris All Rights Reserved".

These restrictions shall survive termination of the Agreement. All rights are expressly set forth hereunder are reserved by Harris.

3.              OWNERSHIP RIGHTS: The Licensed Product is protected by United States copyright laws. Harris, and its affiliated companies and suppliers as the case may be, shall own and retain all right, title and interest in and to the Licensed Product, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation, or use of the Licensed Product does not transfer to you any title to the intellectual property in Licensed Product, and you will not acquire any rights to the Licensed Product except as expressly set forth in this Agreement. All copies of the Licensed Product made herein contain the same proprietary notices that appear on and in the Licensed Product.

4.              RETURN OF LICENSED PROPERTY: Licensee shall, within ten (10) business days after expiration of the Agreement, return in its entirety the Licensed Product as delivered under this Agreement and all Derived Products generated to Harris or destroy the Licensed Product and certify such destruction to Harris in writing.

5.              RESULTS/LEADS: Licensee will provide Harris with regular market feedback from any demonstration(s) together with a list of interested parties. The follow up action for these will be agreed between the Licensee and Harris. Feedback or comment will be provided to the following point of contacts (POC):

5.1.    Technical questions:

Mark Romano, [email protected]

5.2.    Sales questions:

North America including Canada and USA - Blake Burns,[email protected]

International - Paolo Colombi, [email protected]

6.              CONFIDENTIALITY:

6.1 Where either Party ("Discloser") provides the other ("Recipient") with Confidential Information, directly, or through an authorised reseller, it shall be held in strict confidence and shall not be disclosed or used for any purpose other than as specifically authorised by either Party or as expressly provided in this License without the prior written consent of the other. The Parties shall exercise the same degree of care they use to protect their own confidential or proprietary information but no less than a reasonable degree of care.

6.2 For the purpose of this section, "Confidential Information" means: (a) information related to Products, Documentations, Harris methodologies; (b) any Discloser business or technical information, including, without limitation, any information relating to Discloser's products, services, prices, marketing plans, business process management, analytics technologies, business opportunities, End Users, or personnel; (c) any other information of Discloser that is specifically designated as confidential or proprietary; or (d) any information that by its nature, Recipient knows or should know is confidential or proprietary. Confidential Information shall not include information: (i) which is or becomes public knowledge other than by a breach of this clause, (ii) that is required to be disclosed by any applicable law or by any recognised stock exchange, (iii) obtained from a third party without breach of an obligation of confidentiality and (iv) information which can be shown to have been independently developed by the parties by means other than through its access to the confidential information or material.

7.              ETHICAL CONDUCT: For the purposes of this Section, references to "Licensee" include the Licensee and all of its employees, agents and subcontractors. Licensee shall, at all times when demonstrating the Licensed Product, and in all interactions with potential, present or past customers of Harris or end users of its products (each a "Customer") , act in accordance with the highest standards of business ethics. Without limiting the generality of the foregoing, Licensee shall ensure that, in all interactions with Customers: (a) Licensee shall not engage in any activity which is unlawful, unethical or fraudulent under the laws of Unites States or licensee's jurisdiction or a Customer's jurisdiction ; (b) Licensee shall comply with all applicable laws, including the U.S. Foreign Corrupt Practices Act, and all other applicable anti-corruption laws, and shall not engage in conduct that would cause Harris to violate any laws, including Anti-Corruption Laws; (c) Licensee shall not act other than in accordance with generally-accepted American ethical business practices and norms; and (d) Licensee shall not provide or offer gifts or hospitality which has greater than nominal value to any Customer. This Agreement may be terminated immediately by Harris in the event of Licensee's breach of any applicable laws and regulations (including Anti-Corruption Laws).

8.              REPRESENTATIONS AND WARRANTIES OF LICENSEE: Licensee warrants and represents to Harris that: (a) Licensee is a corporation, partnership or other legal person duly organized, validly existing and in good standing with the laws of its jurisdiction of organization; (b) the full and accurate legal name of Licensee is as stated on the signature page to this Agreement; (c) Licensee has the power and capacity to enter into this Agreement, all documents related to the purchase of the Products and any other documents required to be delivered in connection herewith (collectively, the "Documents"); (d) the Documents do not contravene or violate any law, governmental rule, regulation or order, binding upon any Licensee, or any agreement with any lender, vendor, or other third party, including, without limitation, that any Licensee is a party to; (e) the Documents have been duly authorized, executed and delivered by Licensee and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies herein or therein provided may be limited under applicable bankruptcy and insolvency laws; and (f) Licensee is, and will remain, in compliance in all material respects with all laws and regulations applicable to it.

9.              WARRANTIES AND DISCLAIMERS: The Product is provided "AS IS." .For the purposes of this Agreement, all warranties of any kind with respect to the Licensed Products, express or implied (including all implied warranties of merchantability, fitness for a particular purpose, and non-infringement) are hereby disclaimed. No oral or written information or advice given by Harris, its agents or employees shall create any warranty. Any representations or promises inconsistent with the terms of this section are unauthorized and shall not be binding upon Harris. Without limiting the foregoing provisions, Harris makes no warranty that the Product will be error-free or free from interruptions or other failures or that the Product will meet Licensee's requirements. Harris does not assume responsibility for the accuracy of the data sent via AIS and/or any other way or the absence of interruptions of the broadcast by individual vessels

10.          INDEMNIFICATION:

10.1 Harris will indemnify, defend and hold harmless Licensee from and against any third party claims alleging that Products furnished under and used in accordance with the terms and conditions of this License infringe a United States patent issued as of the Effective Date ("Infringement Claim"). Harris will not so indemnify, defend and hold harmless Licensee to the extent any Infringement Claim would not have arisen but for: (i) any modification of a Product not specifically authorized in writing by Harris; (ii) the incorporation of any feature or information provided by or requested by Licensee into a Product; (iii) the combination of Product with any third party software, equipment or information not specified in the Documentation; (iv) the use of a version of a Product other than the then-current version, if the infringement would have been avoided by use of the then-current version and Harris informed Licensee of same; (v) Licensee's misuse of the Product or failure to protect Harris' Confidential Information as required herein. In the event Products are held or are believed by Harris to infringe, Harris may choose, at its sole option and expense, (a) to modify the Products so that they are non-infringing; (b) to replace the Products with non-infringing Products that are functionally equivalent; (c) to obtain a license for Licensee to continue to use the Products as provided hereunder; or if none of (a), (b), or (c) is commercially reasonable, then (d) to terminate this License for the infringing Products and refund fees paid, prorated from the date of the Infringement Claim. This Section 10.1 states the entire liability of Harris and Licensee's sole and exclusive remedy for any infringement of third party proprietary rights of any kind.

10.2 Licensee will indemnify and hold Harris harmless from and against any loss or damage suffered by Harris as a result of Licensee's (a) use of the Product and (b) breach of the license grants and restrictions herein.

10.3 Each Party will indemnify, defend and hold the other Party harmless from any claim, demands, liabilities, suits or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on the other Party's premises.

10.4 Indemnification Procedure. The indemnification obligations of each Party under this Section 6 are contingent upon the indemnified Party providing to the Party who has the indemnification obligation: (a) prompt written notice of the alleged claim; (b) sole control of the defense or settlement of the alleged claim; and (c) reasonable cooperation and assistance, at the request and expense of Party to indemnify, in the defense or settlement of the alleged claim. If the indemnified Party chooses to be represented by counsel, it shall be at the indemnified Party's sole cost and expense.

11.          LIMITED LIABILITY: Notwithstanding anything in this Agreement to the contrary, under no circumstances shall Harris be liable for any damages whatsoever, including direct, special, incidental, or consequential damages arising from or caused, directly or indirectly, whether foreseeable or not, or that are in any way related to the use or inability to use the Licensed Products, the results generated from the Licensed Products, the quality of the Licensed Products, any defect in the Licensed Products, failure of the Licensed Products to perform as represented or expected, loss of goodwill or profits, the performance or failure of Harris to perform under these terms, any other act or omission of Harris, by any other cause whatsoever; or based upon breach of warranty, breach of contract, negligence, strict liability, or any other legal theory. In no event will the liability of Harris for any claim exceed the License Fee specified below and actually paid to Harris by Licensee. The amount of the License Fee for the Licensed Products is a consideration in limiting the liability of Harris.

12.          LICENSE FEE: No Charge for the Term set out above.

13.          ERROR REPORTING AND FEEDBACK: Licensee agrees to promptly report to Harris any errors, inaccuracies, missing information and any other problems concerning the Licensed Product upon License's discovery thereof. Harris may use all suggestions, feedback, improvements, report formats or the like that Licensee provides to Harris directly or through or otherwise makes with respect to Products without any obligation.

14.          TERMINATION: This License and Licensee's right to use the Products will automatically terminate if Licensee fails to comply with any provisions of this License. With thirty (30) days of notification of termination Licensee agree to return the Products to Harris and certify in writing that all known copies of the Products, including backup and archival copies, have been destroyed. All provisions relating to proprietary rights, use restrictions and transfer prohibitions shall survive the termination of this License.

15.          SECURITY MEASURES:

15.1 Harris may impose whatever security measures it reasonably deems appropriate to ensure compliance with this License, including covert and overt copy-detection and license awareness technology and encoding of requestor/user information in printed and electronic formats. Any attempt to circumvent such access restrictions or Harris security measures will be considered a material breach of this License.

15.2 For certain Products, Harris will issue to Licensee a password to access the Product, which Licensee acknowledges is only for Licensee's and its Authorized Users' use and may not be shared with anyone other than Authorized Users. Licensee is solely responsible for all use, authorized or unauthorized, of Product (including use by Authorized Users). Licensee must notify Harris immediately of any unauthorized use of Product(s) and/or passwords.

16.          AUDIT: Upon reasonable notice by Harris during the term of this Agreement, Harris may audit relevant records at Licensee's location during normal business hours to enable Harris to ensure Licensee's compliance with this License. If Harris enters onto Licensee's premises: (a) Harris must disclose the names and affiliations of any individuals who will be participating in the audit; (b) the subject of the audit shall be limited to Licensee's use of the Licensed Product; (c) Harris's personnel and agents will comply with any instructions relating to site access that Licensee provides to them; (d) any individuals who participate in the audit may be required to execute a separate confidentiality agreement that is acceptable to Licensee; (e) the audit shall be non-disruptive of operations; (f) any information discovered during the course of such audit shall be considered Licensee's Confidential Information; and (g) Harris shall be responsible for all costs associated with the audit.

17.          EXPORT CONTROL: The Products provided by Harris under this License may contain technical data (e.g., encryption technology) the export, re-export, transfer or sale of which is controlled by export control laws of the United States, and the applicable jurisdiction of Licensee. Harris will export the Products as per this License consistent with applicable law and Licensee agrees that diversion of the Products contrary to applicable law is prohibited. Licensee acknowledges that other nations' laws may apply to the Products. In particular, several jurisdictions have controls that may apply to Products containing encryption technology. Licensee must comply with all applicable laws that may impose registration, reporting, licensing, or other requirements on the Products.

18.          FORCE MAJEURE: Either Party may be excused from the performance of any obligation under this License, except payment for any Products, due to any act or condition whatsoever beyond the reasonable control of and not occasioned by the fault or negligence of such, including, without limitation, acts of God, acts of terrorism, acts of nature or of a public enemy, acts of a federal government or any state or political subdivision thereof, internet outages, fires, floods, explosions, wars, or other catastrophes, labor disturbances, freight embargos, or delays of a supplier or subcontractor due to such causes.

19.          GOVERNING LAW: This Agreement is governed by the laws of the Florida and the laws of the U.S. applicable therein without reference to conflict of laws principles. The Application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement sets forth all rights for the licensee of the Licensed Product and is the entire agreement between the Parties. This Agreement supersedes any other communications with respect to the Licensed Product. This Agreement may not be modified except by a written addendum issued by the duly authorised representative of Harris. No provisions hereof shall be deemed waived unless such waiver is provided in writing and signed by Harris or a duly authorized representative of Harris. If any of the provisions of this Agreement is held invalid, the remainder of the Agreement shall continue in full force and effect.

Click here for a printable version of the Geiger-Mode LiDAR EULA.