CMU UniCon Architecture Description System License Agreement

UniCon License Agreement

Carnegie Mellon University (hereafter referred to as "LICENSOR"), a non-profit Pennsylvania Corporation located at 5000 Forbes Avenue; Pittsburgh, PA 15213, agrees to provide to [YOUR ORGANIZATION NAME HERE] hereinafter referred to as "LICENSEE", the following software:

The Carnegie Mellon UniCon Architectural Description System
hereinafter referred to as the "LICENSED SOFTWARE".

The LICENSOR hereby grants LICENSEE a license to use and copy the LICENSED SOFTWARE on or in connection with operation of any computer system owned or operated by it. In addition, the recipient shall have the right to modify or merge the software to form updated works.

The LICENSEE acquires no ownership right, title, or interest in the LICENSED SOFTWARE materials provided by LICENSOR or any copyrights for the LICENSED SOFTWARE and documentation through this license.

This license is subject to LICENSEE's agreement to the following terms and conditions:

The LICENSEE shall refrain from disclosing the LICENSED SOFTWARE in any form, to unlicensed third parties, without prior written authorization from LICENSOR. The LICENSEE may redistribute all or a portion of the LICENSED SOFTWARE and any modifications to any third party already licensed for it by LICENSOR. The LICENSEE agrees to inform LICENSOR in writing of any redistribution.
LICENSEE may in its sole discretion modify, enhance, change, supplement, merge or prepare derivative works based on the LICENSED SOFTWARE or the technology and inventions underlying the LICENSED SOFTWARE (collectively, "Licensee Modifications") in any manner it deems appropriate. All such Licensee Modifications shall be owned solely by LICENSEE, and LICENSOR claims no ownership interest in any portion of any LICENSEE Modification. If the LICENSEE develops any enhancements to the software which materially improves its operation, LICENSEE agrees to make such enhancements available to LICENSOR without charge and to allow LICENSOR to redistribute such modifications. LICENSOR agrees to withold from redistribution, and otherwise except from the provisions of this article, those enhancements which are device or product specific or that may represent new intellectual content that is not derived from the LICENSED SOFTWARE, at the written request of the LICENSEE.
LICENSEE agrees that any information, materials or services furnished by LICENSOR under this agreement are provided on an "as is" basis. LICENSOR MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS OF PURPOSE, OR MERCHANTABILITY, OR RESULTS OBTAINED FROM LICENSEE'S USE OF THE LICENSED SOFTWARE, NOR SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE THE LICENSED SOFTWARE OR ANY APPLICATIONS OR DERIVATIONS THEREOF.
LICENSEE indemnifies and saves LICENSOR harmless against all liability and attorney fees and costs in defending against third party claims or threats of claims against LICENSOR arising out of the LICENSEE's use of the LICENSED SOFTWARE.
LICENSEE shall reproduce and include LICENSOR's copyright notice on any copies of the LICENSED SOFTWARE and applications and derivations thereof.
The LICENSEE agrees to acknowledge LICENSOR in appropriate citations appearing in scholarly literature when reference is made to the software provided above.
LICENSEE agrees to do all things necessary to comply with the Regulations of the United States Department of Commerce relating to the Export of Technical Data, insofar as they relate to the LICENSED SOFTWARE, and to obtain the required government documents and approvals prior to the export of any technical data disclosed or the direct product related thereto.
As regards this Agreement, the LICENSEE agrees to be bound by the laws of the Commonwealth of Pennsylvania. Any dispute or claim arising out of or relating to this Agreement will be settled by arbitration in Pittsburgh, Pennsylvania in accordance with the Rules of the American Arbitration Association and judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.