License Agreement

Beta Test and Non-Disclosure Agreement

THIS AGREEMENT (the "Agreement") is made between Client Server Development), ("LICENSOR"), a business residing at 12942 Helm Drive, Jacksonville, Florida 32258 and the person downloading or using this software, ("USER"). By using this software, you agree to be bound by the terms set forth in this agreement.

In consideration of the mutual promises and covenants contained in this Agreement, LICENSOR's disclosure of confidential information to USER for USER's evaluation and testing, and any payments made or to be made by LICENSOR or USER, and any information exchange between the parties, the parties hereto agree as follows:

1. Confidential Information and Materials

  1. "Confidential Information" means nonpublic information that LICENSOR designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased LICENSOR software products or processes and algorithms relating to ODBCCON and ODBCSTMT classes, the marketing or promotion of any LICENSOR product, LICENSOR's business policies or practices, and information received from others that LICENSOR is obligated to treat as confidential. Confidential Information disclosed to USER by any LICENSOR agent is covered by this Agreement.
  2. Confidential Information shall not include that information defined as Confidential Information above that USER can conclusively establish: (i) entered or subsequently enters the public domain without USER's breach of any obligation owed LICENSOR; (ii) became known to USER prior to LICENSOR's disclosure of such information to USER; (iii) became known to USER from a source other than LICENSOR other than by the breach of an obligation of confidentiality owed to LICENSOR; (iv) is disclosed by LICENSOR to a third party without restrictions on its disclosure; or (v) is independently developed by USER.
  3. "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable.
  4. 2. Restrictions
  5. USER shall not disclose any Confidential Information to third parties for seven (7) years following the date of its disclosure by LICENSOR to USER, except to USER's consultants as provided below. However, USER may disclose Confidential Information in accordance with judicial or other governmental order, provided USER shall give LICENSOR reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
  6. USER shall take reasonable security precautions, at least as great as the precautions it takes to protect is own confidential information, to keep confidential the Confidential Information. USER may disclose Confidential Information or Materials only to USER's employees or consultants on a need-to-know basis. USER shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement.
  7. Confidential Information and Materials may be disclosed, reproduced, summarized or distributed only in pursuance of USER's business relationship with LICENSOR, and only as otherwise provided hereunder. USER agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent commingling.
  8. USER shall not use any Confidential Information except for the purpose of evaluation and beta-testing of LICENSOR's Confidential Information. USER shall report the results of such use and evaluation to LICENSOR. Any products created by the USER which use the ODBCSTMT and ODBCCON class information will remain the property of the USER.
  9. 3. Rights and Remedies
  10. USER shall notify LICENSOR immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Materials, or any other breach of this Agreement by USER, and will cooperate with LICENSOR in every reasonable way to help LICENSOR regain possession of the Confidential Information or Materials and prevent its further unauthorized use.
  11. USER shall return all originals, copies, reproductions and summaries of Confidential Information or Materials at LICENSOR's request or, at LICENSOR's option, certify destruction of the same.
  12. USER acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that LICENSOR shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
  13. LICENSOR may visit USER's premises, with reasonable prior notice and during normal business hours, to review USER's compliance with the terms of this Agreement.
  14. 4. Miscellaneous
  15. All Confidential Information and Materials are and shall remain the property of LICENSOR. By disclosing information to USER, LICENSOR does not grant any express or implied right to USER to or under the LICENSOR patents, copyrights, trademarks, or trade secret information.
  16. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior discussions between them as Confidential Information. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of LICENSOR, its agents, or employees, but only by an instrument in writing signed by an authorized officer of LICENSOR. No waiver of any other provision(s) or of the same provision on another occasion.
  17. If either LICENSOR or USER employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees. This Agreement shall be construed and controlled by the laws of the State of Florida, and USER further consents to jurisdiction by the state and federal courts sitting in the State of Florida. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested.
  18. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.
  19. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  20. All obligations created by this Agreement shall survive change or termination of the parties' business relationships.

By using the software you agree to be bound by the terms of this agreement.