Re: License ok? Opinion needed.
Need a legal opinion on the following license. I assume #9 causes this
to be classifiable as "non-free" (pity, though) -- the only other
concern I had was whether #8 posed any sort of problem for our including
software under this license in Debian.
1. Grant Of License. [Company name], having a principal office at [Address]
("COMPANY") grants to you ("LICENSEE") the non-exclusive, non-transferable,
royalty free right to use, modify, reproduce and distribute [Software
program] ("SOFTWARE") subject to the terms set forth herein. Any d
distribution of SOFTWARE shall include this License Agreement in human
readable form.
2. Title to Intellectual Property and Software. Subject to the limited
rights and licenses granted under this License Agreement, all rights,
title and interests including patent, copyright, and trademark rights
in SOFTWARE are and shall remain vested in COMPANY to the exclusion
of LICENSEE. COMPANY represents and warrants that COMPANY has the
legal right to grant such licenses as are expressly granted under
this Agreement.
3. Copyright. The SOFTWARE is owned by COMPANY or its suppliers and
is protected by United States copyright laws and international treaty
provisions. Therefore, you must treat the SOFTWARE like any other
copyrighted material (e.g., a book or musical recording) except that
you may use the SOFTWARE as provided in this License Agreement.
4. Improvements. LICENSEE hereby grants to COMPANY a non-exclusive,
non-transferable, royalty free right to use, modify, reproduce and
distribute with the right to sublicense at any tier, any improvements,
enhancements, extensions, or modifications that LICENSEE make to SOFTWARE,
provided such are returned to COMPANY by LICENSEE.
5. DISCLAIMER OF WARRANTY. Because the SOFTWARE is a research work
and not a released product, it is provided "AS IS" WITHOUT WARRANTY
OF ANY KIND AND WITHOUT ANY SUPPORT SERVICES. EXCEPT AS SPECIFICALLY
PROVIDED ABOVE IN SECTION 2, COMPANY FURTHER DISCLAIMS ALL OTHER EXPRESS
OR IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR
PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF
THE SOFTWARE REMAINS WITH YOU.
6. Limitation of Liability. IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS
BE LIABLE IN AN AMOUNT THAT EXCEEDS THE LICENSE FEE PAID BY LICENSEE
FOR ANY DAMAGES (INCLUDING, WITH LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER
PECUNIARY LOSS), REGARDLESS OF THE FORM OF CLAIM OR ACTIONS, ARISING
OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION,
EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY
FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY
NOT APPLY TO YOU.
7. Acknowledgement of Allocation of Risk. LICENSEE acknowledges and
agrees that the fees charged by COMPANY in this Agreement reflect
the allocation of risks provided by the foregoing limitation of liability.
LICENSEE acknowledges and represents that it has read and understands
these allocations of risk limiting the liability of COMPANY and that
it understands that a modification of the allocation of risks set
forth in this agreement would affect the fees charged by COMPANY,
and that LICENSEE, in consideration of such fees, agrees to such
allocations
of risk.
8. LICENSEE INDEMNIFICATION. LICENSEE SHALL INDEMNIFY COMPANY AGAINST
ALL COSTS AND DAMAGE JUDGEMENTS, INCLUDING ATTORNEY'S FEES AND COSTS
OF DEFENSE, INCURRED BECAUSE OF CLAIMS OF DAMAGE ARISING FROM LICENSEE'S
POSSESSION OR USE OR INABILITY TO USE SOFTWARE.
9. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE and documentation are
provided with RESTRICTED RIGHTS. Use duplication, or disclosure by
the Government is subject to restrictions as set forth in subparagraph
(c)(1)(ii) of The Rights in Technical Data and Computer Software clause
in DFARS 252.227-7013, or subparagraphs (c)(i) and (2) of the Commercial
Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable.
Manufacturer is [Company name and address].
10. Severability. If any provision of the Agreement is held illegal
or unenforceable by any court of competent jurisdiction, such provision
shall be deemed separable from the remaining provisions of this Agreement
and shall not affect or impair the validity or enforceability of the
remaining provisions of this Agreement.
11. Governing Law. This Agreement is governed by the laws of the
Commonwealth
of Massachusetts.
12. Publicity. You may not use the name of COMPANY in any advertisement,
press release or other publicity with reference to [Software program]
without prior written consent of COMPANY.
13. Should you have any questions concerning this Agreement, or if
you desire to contact Company for any reason, please do so via E-mail:
[E-mail Address].
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