SUMMARY This license, as far as actually stated below, states that Licensee is allowed to use this version of TorX under the provisions that Licensee shall: - not (re-)distribute TorX - inform licensing parties about any and all modifications to TorX and transfer those modifications including the intellectual property rights to licensing parties - not use TorX for commercial services THE AGREEMENT Parties: University of Twente, having its office at Enschede, Drienerlolaan 5 (NL-7522 NB) The Netherlands, legally represented by the scientific director of the Centre for Telematics and Information Technology (CTIT) hereinafter referred to as "UT", for the purpose of this contract also representing the Eindhoven University of Technology, having its office at Eindhoven, Den Dolech 2 (NL-5612 AZ) The Netherlands, hereinafter referred to as "TUE", and the Technology Foundation STW, having its office at Utrecht, Van Vollenhovenlaan 661 (NL-3527 JP) The Netherlands, hereinafter referred to as "STW"; and The company which, or the person who, is stated in the license form attached to this Agreement as Exhibit A., hereinafter referred to as "Licensee". Whereas: - UT/TUE/STW have carried out a research programme, under supervision of prof.dr. H. Brinksma and subsidized by STW, with title: Cote-de-Resyste: COnformance TEsting of REactive SYSTEms, further described in research proposal with STW number: TIF.4111, hereinafter referred to as "the Research" - UT/TUE/STW developed as part of the Research a software program dealing with conformance testing of reactive systems, called TorX and known between parties; - TorX has been developed with financial support from STW and according to the conditions for this support UT/TUE/STW are together the owners of TorX including all intellectual property rights; - Licensee wishes to acquire a royalty free right to make non-commercial use of TorX within their business operations; - UT/TUE/STW are willing to grant Licensee such right on the conditions as follows; by clicking the button which states "Accept and Download" in the TorX download web page, agree as follows: Article 1 Definitions In this Agreement, unless the context otherwise requires: "TorX" means the software program in Executable and source code form developed in the Research with version number 3.1.4, 3.10.1, 3.2.0, 3.3.0, 3.3.1, 3.3.2, 3.4.0, 3.6.0, 3.6.1, 3.6.2, 3.7.0, 3.8.0, 3.8.1, 3.9.0, 3.9.1, 3.9.2, 3.9.3, 3.9.4 (as stated on the introduction screen or in the file named VERSION in the source code of this software programme), dealing with conformance testing of reactive systems, including all user documentation and Modifications; "License" means the right to make use of TorX as defined in article 2; "Executable" means the program that can be run on a computer; "Modifications" means any addition to or deletion from the substance or structure of the source code of TorX, created by Licensee within the scope of this Agreement; "Purpose" means to make use of TorX within the business operations of Licensee and therefore excludes among other things explicitly the sale or transfer of -- or carrying out of commercial services for third parties by using -- TorX; Article 2 License Grant and Delivery (1) UT/TUE/STW claims and reserves to itself all vested intellectual property rights and benefits therefrom under any and all copyright laws and/or international conventions to TorX, including the right to publish about TorX; (2) On the terms and subject to the conditions set forth herein, UT/TUE/STW grants Licensee a non-transferable non-exclusive right to TorX for the Purpose, including the right to make Modifications. (3) Licensee hereby transfers all intellectual property rights on (future) Modifications to UT/TUE/STW. (4) Licensee may make copies of TorX if necessary for the Purpose. Each such necessary copy shall contain the same proprietary or copyright notices that appear on the copy of TorX furnished to Licensee by UT/TUE/STW. (5) UT will place by digital means, after receiving this Agreement legally signed by Licensee, one copy of the Executable, source code and user documentation of TorX at the disposal of Licensee without any cost. Article 3 Modifications (1) Licensee has the right to make Modifications to the source code, but any act of reverse engineering on the Executable is explicitly prohibited. Licensee shall transfer any and all Modifications, prior to any use, in source code form and by digital means to UT/TUE/STW; Article 4 Confidentiality (1) Licensee declares not to disclose, distribute or disseminate any information about the content and/or structure of the source code of TorX and will use every possible means to keep the source code secret. The restrictions and obligations of secrecy are not applicable to that part of the source code: a. which either Party can demonstrate by written records was known prior to disclosure under this Agreement, or b. which is now or becomes in the future public knowledge, other than through acts or omissions of Licensee, for example by publishing about the source code of TorX by UT/TUE/STW, or c. which is lawfully obtained by Licensee from other sources who are entitled to disclose it to Licensee; (2) Licensee also warrants it has taken all necessary organising and technical precautions to ensure the secrecy of TorX including the source code and documentation. (3) Licensee warrants that every user of TorX under this Agreement has signed a non-disclosure agreement similar to this article 4. Article 5 Warranty disclaimer, Limitation of liability, Indemnification. (1) Licensee acknowledges that TorX is a research tool and that it is being supplied "as is", without any accompanying services from UT/TUE/STW; (2) UT/TUE/STW MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE USE OF TORX WILL NOT INFRINGE ANY PATENT OR COPYRIGHT; (3) Licensee agrees that UT/TUE/STW shall not be held to any liability with respect to any claim by Licensee or a third party arising from or on account of the use of the TorX, including but not limited to computer failure or malfunction, nor shall UT/TUE/STW be liable for any special indirect, incidental or consequential damages arising out of the licensed rights granted hereunder. (4) Licensee shall indemnify, defend and hold UT/TUE/STW harmless from and against any claims, demands, losses, damages liabilities and expenses (including reasonable attorneys' fee and costs) made or sustained by UT/TUE/STW arising or resulting from such claims from third parties. Article 6 Non-transferability This agreement, including all rights and obligations, shall not be transferable by Licensee without the written consent of UT/TUE/STW. Article 7 Term of agreement; Termination (1) This Agreement shall come into force when duly signed by both Parties and shall continue in full force and effect for five years. UT/TUE/STW is entitled to decide at her sole discretion to terminate this Agreement at the expiration date or at any moment thereafter with due regard to a notice period of three (calendar) months. (2) This Agreement ends by operation of law when Licensee goes into liquidation or is granted a suspension of payment. (3) After expiration of this Agreement Licensee will not use TorX in any form, including Executable, object or source code form and including the documentation, and will destroy any and all of these. (4) Article 4 shall survive this agreement. Article 8 Applicable law and disputes (1) This Agreement shall be governed by the Laws of the Netherlands. (2) Any dispute arising therefrom shall be determined by the competent court at Utrecht, The Netherlands. Done and on behalf of: University of Twente, Enschede, 2 december 2002, P. Apers, Scientific director of CTIT and approved for and on behalf of Licensee by clicking the button which states "Accept and Download" in the TorX download page.