akrov3

NON-EXCLUSIVE/END-USER

SOFTWARE TECHNOLOGY TRANSFER AGREEMENT

Version 3.x

This NON-EXCLUSIVE/END-USER SOFTWARE TECHNOLOGY AGREEMENT ("Agreement") has been executed this ____ day of _____________, 199___, between The University of Akron, a state university of the State of Ohio, having its offices at 302 E. Buchtel Avenue, Akron, Ohio 44325, and ________________________________________________________, having its principal place of business at _________________________________________

________________________________________________________________________

__________________________________________________________ ("Licensee").

WHEREAS University faculty and personnel conduct research in a wide variety of fields, including inter alia polymers and methods for manufacturing and processing polymers;

WHEREAS University has developed the Akro-Co-Twin Screw Extruder software program ("Program") for use in conjunction with processing polymers, and has maintained said Program as a valuable proprietary trade secret;

WHEREAS Licensee is desirable of licensing said Program and obtaining technical assistance in using said Program;

WHEREAS University is willing to grant Licensee a license to use the Program, including access to University's proprietary information and personnel.

AGREEMENT

In consideration of the promises, the mutual covenants set forth herein and the acts to be performed by the parties to this Agreement, it is agreed as follows:

1. University hereby grants to Licensee a non-exclusive, non-transferable right and license to use the Program, upon the terms and conditions hereinafter set out.

2. University will provide Licensee with a copy of the Program, and access to University personnel knowledgeable with the Program to provide limited technical assistance.

3. Licensee agrees to use each copy of Program only internally, in conjunction with the operation of a single work station, not to make copies of the Program (other than one archival copy) and not to sell or assign the Program or any copy thereof to a third party without the prior written consent of University.

4. Licensee agrees that the Program will not be made available either in its original or any modified form to any third party without the prior written consent of University and to provide University with a copy of any modified Program developed by Licensee, which shall remain the exclusive property of University.

In the event Licensee's personnel have any questions concerning the Program, they are to contact designated University personnel, who will provide, by telephone (including fax or e-mail), up to eight (8) hours of technical assistance per calendar year. In addition, Licensee's personnel may request a special one-half day seminar at the University for a fee of $450.00 per person.

5. For copies of Version 3 of the Program, Licensee agrees to pay the University the following sums:

a) $14,995.00 (U.S.) within thirty (30) days of the execution of this Agreement for the first copy of the Program;

b) $14,995.00 (U.S.) for the second copy of the Program placed in use by Licensee;

c) $13,495.00 (U.S.) for each of the third through sixth copy of the Program placed in use by Licensee;

d) $12,745.00 (U.S.) for the seventh and any additional copies of the program placed in use by Licensee;

e) An annual maintenance fee for each calendar year in the amount of $2,250.00 (U.S.) per copy, payable on January 1 of each calendar year, in consideration of which University shall permit Licensee's continued use of the Program and provide Licensee with any and all current changes, revisions and/or upgrades in the then current version of the Program, and the technical assistance of University personnel provided for in paragraph 4;

f) As new versions of the Program are developed by University, they will be made available to Licensee at the price then being charged new licensees, less all sums paid by Licensee under paragraph 5(a) through 5(d) above.

g) The annual maintenance fee, prorated, for calendar year 199___ shall be $__________ (U.S.) and shall be payable to University by Licensee on or before _______________.

6. The Program to be provided by University is designed for use on an IBM PS/2, 486 or higher processor, or compatible system. A math coprocessor is optional, although the program operates faster if a math coprocessor is utilized. At least four (4) megabyte of RAM is required, and an EGA or VGA graphic card with color monitor. The Program will be that being employed by University as of the date of this Agreement, and University is not responsible for any modifications made by Licensee.

In addition, except as provided in paragraph 5(e), University is under no obligation to modify, enhance, correct the Program, or notify Licensee of any problems or errors it may hereafter learn of in the existing Program. Further, except as provided in paragraph 5(e), University is under no obligation to supply Licensee with any future revisions nor any obligation to maintain any backward capability with respect to the Program.

7. The University is providing "software" and technical assistance, which it considers to be generally useful in developing design and other data in processes of the type which it understands Licensee proposes to use, but University has no direct knowledge of, or control over, Licensee's equipment, formulations and/or selection or quality control of materials employed by Licensee. In view of this, University makes no express or implied warranty, other than that it will provide what it considers in its judgment to be its best advice, based on the information provided to University employees by Licensee.

While University will use its reasonable efforts to provide the most knowledgeable individuals employed by it to respond to Licensee's inquiries, University makes no warranty that any particular individual will be available for consultation and no specific warranty as to the background of the individual providing real time responses to Licensee's technical assistance requests, since such individual may be faculty, staff or a knowledgeable student. University agrees only to use reasonable efforts to see that an individual will be available who is familiar with the Program.

This product is licensed "as is" without any warranty of merchantability or fitness for a particular purpose, performance, or otherwise. All warranties are expressly disclaimed. By using the software product, Licensee agrees that neither The University of Akron, its trustees, administrators, faculty members, employees, students, agents, or affiliates will be liable to Licensee or any third party for any use of (or inability to use) or performance of this Program, or for any damages whatsoever whether based on contract, tort, or otherwise, even if University is notified of such possibility in advance.

8. All title, interest, rights and any copyright to the Program or the Program Source Code and all portions thereof, any material associated therewith, shall at all times remain with University, and Licensee agrees to preserve same.

9. Nothing in this Agreement shall be construed as conferring rights to use in advertising, publicity or otherwise any trademark, trade name, or service mark or the name of University.

10. This Agreement shall be effective on execution by both parties hereto and shall be for an initial period expiring December 31, 1998, and shall automatically extend from year to year upon payment by Licensee of the annual maintenance fee provided in paragraph 5(e) hereinbefore, or as hereafter made by and between the parties. On termination of this Agreement, Licensee agrees to return any and all copies of the Program to University and to cease any further use of the Program or any modifications thereof, including modifications made by Licensee.

11. Licensee represents that the individual who executes this license on behalf of Licensee is authorized to do so by Licensee.

12. This Agreement shall be governed by the laws of the State of Ohio.

13. This Agreement constitutes the full and complete understanding and agreement of the parties and supersedes all prior understandings and agreements, oral or written.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written.

(Company Name) _________________________

The University of Akron

By:

By:

Print Name:

Mr. Gerald M. Parker

Title:

Director, Office of Research Services and Sponsored Programs

Date:

Date:

Copy #_______: License Number: ______________________

(Company Name) _________________________	The University of Akron
By:	By:
Print Name:	Mr. Gerald M. Parker
Title:	Director, Office of Research Services and Sponsored Programs
Date:	Date: