forked from KolibriOS/kolibrios
488 lines
24 KiB
Plaintext
488 lines
24 KiB
Plaintext
COMMERCIAL EXPLOITATION LICENSE AGREEMENT FOR QUAKE
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This Commercial Exploitation License Agreement for QUAKE
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(the "Agreement") is between Id Software, Inc., a Texas
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Corporation, (hereinafter "Id Software") and Licensee (as described
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on the signature page hereof) and is made effective beginning on
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the date of last signature hereto (the "Effective Date").
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R E C I T A L S
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WHEREAS, Id Software is the owner and developer of the
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computer software game entitled QUAKE;
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WHEREAS, Id Software desires to license certain
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non-exclusive rights regarding QUAKE to Licensee; and
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WHEREAS, Licensee desires to receive a license for such
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rights.
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T E R M S A N D C O N D I T I O N S
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NOW, THEREFORE, for and in consideration of the mutual
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premises contained herein and for other good and valuable
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consideration, the receipt and sufficiency of which is hereby
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acknowledged, the undersigned parties do hereby agree as follows:
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1. DEFINITIONS. As used in this Agreement, the parties
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hereto agree the words set forth below shall have the specified
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meanings:
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a. "Authorized Copy" shall mean one (1) copy of the
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Subject Game actually purchased by Licensee from an
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Id Software approved retailer; and
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b. "Subject Game" shall mean the full registered
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version of QUAKE on a CD-ROM and shall not mean the
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shareware or any other version.
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2. GRANT OF RIGHTS. Id Software hereby grants to
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Licensee and Licensee hereby accepts, subject to the provisions and
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conditions hereof, a world-wide (except as otherwise provided
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herein), non-exclusive, non-transferable, and non-assignable
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license to:
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a. publicly display an Authorized Copy in exchange for
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rental payment;
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b. run the Authorized Copy so that it will accept
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network/modem connections in exchange for payments
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from end-users who also must have actually purchased
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an Authorized Copy; and
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c. otherwise commercially exploit an Authorized Copy,
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except that Licensee shall not copy, reproduce,
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manufacture or distribute the Authorized Copy.
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3. RESERVATION OF RIGHTS AND PROHIBITIONS. Id Software
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expressly reserves all rights not granted herein. Under no
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circumstances shall Licensee copy, reproduce, manufacture or
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distribute (free of charge or otherwise) the Authorized Copy or the
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Subject Game. Licensee shall not reverse engineer, decompile,
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disassemble, modify or alter the Authorized Copy. Licensee is not
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receiving any rights hereunder regarding the Trademark or any
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artwork, sound, music or other element of the Subject Game.
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4. OWNERSHIP. Title to and all ownership rights in and
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to the Subject Game, and the QUAKE Trademark (the "Trademark") and
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the copyrights, trademarks, patents and other intellectual property
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rights related thereto shall remain with Id Software which shall have
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the exclusive right to protect the same by copyright or otherwise.
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Licensee shall have no ownership rights in or to the Subject Game or
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the Trademark and Licensee shall not own any intellectual property
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rights regarding the Authorized Copy, including, without limitation,
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the copyright regarding the Authorized Copy. Licensee acknowledges
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that it only has a limited license to use the Authorized Copy, as
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specified in that certain QUAKE Enduser License contained within the
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Authorized Copy and as specified in this Agreement.
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5. TERM AND TERMINATION.
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a. The term of this Agreement and the license granted
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herein begins on the Effective Date and shall expire on a date one
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(1) calendar year from the Effective Date.
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b. Either party may terminate this Agreement, for any
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reason or no reason, on thirty (30) days written notice to the
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other party. Termination will be effective on the thirtieth (30th)
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day following delivery of the described notice. Notwithstanding
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anything to the contrary herein, this Agreement shall immediately
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terminate, without the requirement of any notice from Id Software
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to Licensee, upon the occurrence of any of the following: (a) if
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Licensee shall file a petition in bankruptcy or make an assignment
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for the benefit of creditors, or if any bankruptcy proceeding or
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assignment for benefit of creditors, shall be commenced against
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Licensee and not be dismissed within sixty (60) days after the date
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of its commencement; (b) the insolvency of Licensee; (c) the
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cessation by Licensee of its business; or (d) the cessation by
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Licensee, without the prior written consent of Id Software of the
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distribution, manufacture, and sale responsibilities embodied
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herein. Further, Id Software may elect to terminate this Agreement
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upon the occurrence of any of the following: (1) if Licensee's
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business operations are interrupted for forty (40) consecutive
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calendar days; or (2) if each of two Id Software audit inspections
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during any eighteen (18) month period demonstrates an
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understatement by Licensee of Royalty payments due Id Software for
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the six (6) month period immediately preceding each such inspection
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of five percent (5%) or more. Upon the occurrence of such
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terminating event, and the election of Id Software, if necessary,
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to cause such termination, this Agreement and any and all rights
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thereunder shall terminate without prejudice to any rights or
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claims Id Software may have, and all rights hereunder shall
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thereupon terminate, revert to and be vested in Id Software.
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6. EFFECT OF TERMINATION OR EXPIRATION. Termination or
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expiration of this Agreement, either by Id Software or
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automatically, shall not create any liability against Id Software.
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Upon expiration or earlier termination of this Agreement, Licensee
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shall have no further right to exercise the rights licensed
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hereunder or otherwise acquired in relation to this Agreement.
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7. INDEMNIFICATION. Licensee hereby agrees to
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indemnify, hold harmless and defend Id Software and Id Software's
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predecessors, successors, assigns, officers, directors,
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shareholders, employees, agents, representatives, licensees,
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sublicensees, distributors, attorneys and accountants
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(collectively, the "Id Related Parties") from and against any and
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all damages, claims, losses, causes of action, liabilities,
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lawsuits, judgments and expenses (including, without limitation,
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reasonable attorneys' fees and expenses) arising from, relating to
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or in connection with a breach of this Agreement by Licensee and
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arising from, relating to or in connection with the Licensee's use
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or non-use of the Authorized Copy (collectively, the "Claims"). Id
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Software agrees to notify Licensee of any such Claims within a
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reasonable time after Id Software learns of same. Licensee, at its
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own expense, shall defend Id Software and the Id Related Parties
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from any and all Claims. Id Software and the Id Related Parties
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reserve the right to participate in any defense of the Claims with
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counsel of their choice, and at their own expense. In the event
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Licensee fails to provide a defense, then Licensee shall be
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responsible for paying the attorneys' fees and expenses incurred by
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Id Software and the Id Related Parties regarding the defense of the
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Claims. Id Software and the Id Related Parties, as applicable,
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agree to reasonably assist in the defense of the Claims. No
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settlement by Licensee of any Claims shall be valid unless Licensee
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receives the prior written consent of Id Software and the Id
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Related Parties, as applicable, to any such settlement.
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8. CONFIDENTIALITY. It is understood and agreed that
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any proprietary information of Id Software that may from time to
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time be made available or become known to Licensee is to be treated
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as confidential, is to be used solely in connection with Licensee's
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performance under this Agreement, and is to be disclosed only to
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employees of Licensee who have a need for access. Such proprietary
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information shall include, but not be limited to, trade secrets,
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release information, financial information, personnel information,
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and the like. Reasonable measures shall be taken by Licensee to
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protect the confidentiality of Id Software's proprietary
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information and any memoranda or papers containing proprietary
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information of Id Software's that Licensee may receive are to be
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returned to Id Software upon request. Licensee's obligations and
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duties under this paragraph shall survive expiration or earlier
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termination of this Agreement. Licensee shall obtain from its
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employees an undertaking in a form which may be supplied by Id
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Software, and which is subject to Id Software's prior written
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approval, not to use or disclose to any third party any information
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or knowledge concerning the business of Id Software which may be
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communicated to such employees.
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9. LIMITATION OF LIABILITY. ID SOFTWARE EXPRESSLY
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DISCLAIMS ALL WARRANTIES NOT PROVIDED BY ID SOFTWARE HEREUNDER.
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UNDER NO CIRCUMSTANCES SHALL ID SOFTWARE BE LIABLE TO LICENSEE FOR
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ACTUAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR
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ANY OTHER DAMAGES, WHETHER OR NOT ID SOFTWARE RECEIVES NOTICE OF
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ANY SUCH DAMAGES.
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10. COMPLIANCE WITH APPLICABLE LAWS. In performing
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under this Agreement, Licensee agrees to comply with all applicable
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laws, [including, without limitation, 22 U.S.C., 2778 and 22
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U.S.C. C.F.R. Parts 120-130 (1995)] regulations, ordinances and
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statutes, including, but not limited to, the import/export laws and
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regulations of the United States and its governmental and
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regulatory agencies (including, without limitation, the Bureau of
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Export Administration and the U.S. Department of Commerce) and all
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applicable international treaties and laws. Further, Licensee
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shall defend, indemnify and hold harmless Id Software from any and
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all sales tax, tariffs and/or duties in connection with Licensee's
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performance hereunder.
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11. SPECIFIC UNDERTAKINGS BY LICENSEE. In addition to
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the obligations of Licensee otherwise set forth in this Agreement,
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during the term of this Agreement, and thereafter where specified,
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Licensee agrees that:
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a. It will not attack the title of Id Software to the
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Subject Game or the Trademark and any copyright, patent or
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trademark or other intellectual property right related thereto and
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it will not attack the validity of the license granted hereunder
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during the term hereof or thereafter; and
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b. It will promptly inform Id Software of any
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unauthorized use of the Authorized Copy, the Subject Game and the
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Trademark and any portions thereof and reasonably assist Id
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Software in the enforcement of any rights Id Software may have
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against such unauthorized users.
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12. FINANCIAL OBLIGATIONS AND ACCOUNTING.
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a. Payment of Royalties. Licensee agrees to pay Id
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Software a royalty ("Royalty") at the rate of twelve and one-half
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percent (12.5%) of Net Income. The term "Net Income" shall mean
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all revenue received by Licensee from the commercial use of the
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Authorized Copy, less only Licensee's actual, documented costs
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relating directly to such use. A Royalty shall only be due for
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those months in which Licensee's gross revenue from QUAKE
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distribution exceeds U.S. Five Thousand Dollars ($5,000.00) and in
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such months Licensee shall pay a full Royalty on all revenue
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received.
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b. Rendition of Statements. Licensee shall account to
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Id Software with regard to transactions hereunder within forty-five
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(45) days following the conclusion of each calendar quarter.
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Licensee hereby represents and warrants that such statements of
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account to be prepared shall be true and correct. The accounts
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shall show in summary form the appropriate calculations relating to
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the computation of Royalties, if any. The statements shall also
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show the gross revenue received by Licensee per month. The
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Royalties payable to Id Software hereunder shall be remitted with
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the particular statement indicating such amount to be due. All
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statements hereunder shall be deemed rendered when deposited,
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postage prepaid, in the United States mail, addressed to Id
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Software at Id Software's address set forth on the signature page
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hereof.
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c. Books of Account and Audits. Licensee shall keep
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books of account relating to the commercial use of the Authorized
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Copy on the basis of generally accepted accounting principles and
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shall maintain such books of account for a period of at least two
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(2) years after the expiration or earlier termination of this
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Agreement; provided, however, that Licensee shall not be required
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to keep such records longer than seven (7) years from their date of
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origination. Id Software may, upon reasonable notice and at its
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own expense, audit the applicable records at Licensee's office, in
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order to verify statements rendered hereunder. Any such audit
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shall take place during reasonable business hours and in such
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manner so as not to interfere with Licensee's normal business
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activities. Id Software agrees that such information inspected
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and/or copied on behalf of Id Software hereunder shall be used only
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for the purpose of determining the accuracy of the statements, and
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shall be revealed only to such officers, directors, employees,
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agents and/or representatives of Id Software as necessary to verify
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the accuracy of the statements. If in an audit of Licensee's books
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and records it is determined that there is a short fall of ten
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percent (10%) or more in Royalties reported for any calendar
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quarter, in addition to payment of such short fall and interest as
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may be due, as provided herein, Licensee shall reimburse Id
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Software for the full out-of-pocket costs of the audit including
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reasonable travel costs and expenses; provided, however, that the
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amount of reimbursement paid by Licensee shall not exceed U.S.
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Fifteen Thousand Dollars ($15,000.00) for any audit.
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d. Payment of the Royalty. Licensee assumes all risks
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associated with fluctuations in foreign currency exchange rates.
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Licensee shall pay and agrees to pay all sums due Id Software in
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United States Dollars. With respect to Royalties due for
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commercial use outside the United States, other currencies shall be
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exchanged at the expense of Licensee into United States Dollars
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using the bid price quoted at the Citibank, N.A. of New York, New
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York, for the purchase of United States Dollars at the close of
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business on the last day of the calendar quarter during which any
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amounts accrue. Payment of the Royalties shall be made in Dallas
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County, Texas.
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e. Interest. If Id Software does not receive the
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applicable Royalty payment on or before the due date of such
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payment, Licensee agrees to pay and shall pay interest on Royalties
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owed to Id Software from such date as specified in the following
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sentence at a rate per annum equal to the Index Rate. For purposes
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of clarification, the interest will begin to accrue on the first
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(1st) day following the due date of the Royalty payment, unless the
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Royalty payment is paid timely. The "Index Rate" shall be the
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prime rate as published in The Wall Street Journal's "Money Rates"
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table. If multiple prime rates are quoted in the table, then the
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highest prime rate will be the Index Rate. In the event that the
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prime rate is no longer published in the "Money Rates" table, then
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Id Software will choose a substitute Index Rate which is based upon
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comparable information. The applicable interest rate will be
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determined and take effect on the first day of each month.
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NOTHING HEREIN SHALL BE CONSTRUED AS A REQUEST OR DEMAND BY
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ID SOFTWARE OF INTEREST AT A RATE HIGHER THAN ALLOWED BY APPLICABLE
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LAW. IT IS THE INTENT OF THE PARTIES HERETO THAT NO INTEREST BE
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CHARGED HEREUNDER WHICH EXCEEDS THE MAXIMUM RATE ALLOWED BY
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APPLICABLE LAW. IF THE RATE REFERENCED ABOVE EXCEEDS THE MAXIMUM
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RATE ALLOWED BY APPLICABLE LAW, THEN THE INTEREST RATE MADE
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APPLICABLE HEREIN SHALL BE THE MAXIMUM RATE ALLOWED BY APPLICABLE
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LAW.
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13. SUBLICENSE. Licensee shall not be entitled to
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sublicense any of its rights under this Agreement.
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14. GOODWILL. Licensee recognizes the great value of
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the goodwill associated with the Subject Game and the Trademark,
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and acknowledges that such goodwill, now existing and hereafter
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created, exclusively belongs to Id Software and that the Trademark
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has acquired a secondary meaning in the mind of the public.
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15. REMEDIES. In the event of a breach of this
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Agreement by Id Software, Licensee's sole remedy shall be to
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terminate this Agreement. In the event of a breach by Licensee of
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this Agreement, Id Software may pursue the remedies to which it is
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entitled under applicable law, including, but not limited to,
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termination of this Agreement. Licensee agrees that its failure to
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comply with the terms of this Agreement upon expiration or earlier
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termination hereof or Licensee's unauthorized use of the Authorized
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Copy may result in immediate and irreparable damage to Id Software
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for which there is no adequate remedy at law, and in the event of
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such failure by Licensee, Id Software shall be entitled to
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injunctive relief. Pursuit of any remedy by Id Software shall not
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constitute a waiver of any other right or remedy of Id Software
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under this Agreement or under applicable law. Termination of this
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Agreement shall not be a pre-condition to Id Software pursuing its
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other remedies for breach.
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16. LICENSEE'S WARRANTIES. Licensee warrants and
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represents that it has full legal rights to enter into this
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Agreement and to perform its obligations hereunder and that it will
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comply, at all times during the terms of this Agreement, with all
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applicable laws, as set forth hereinabove.
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17. BANKRUPTCY. If Licensee's liabilities exceed its
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assets, or if Licensee becomes unable to pay its debts as they
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become due or if Licensee files for voluntary bankruptcy, or is
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placed in bankruptcy which is not dissolved or dismissed after
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thirty (30) days from the petition filing date, or if Licensee
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becomes insolvent, or makes an assignment for the benefit of its
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creditors or an arrangement pursuant to any bankruptcy laws or if
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Licensee discontinues its business or if a receiver is appointed
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for its business, this Agreement shall automatically terminate,
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without notice, and become null and void; provided, however, all
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duties of Licensee upon termination or expiration of this Agreement
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shall continue in full force and effect.
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18. ENTIRE AGREEMENT AND ASSIGNMENT. This Agreement
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constitutes the entire understanding between Licensee and Id
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Software regarding the Subject Game. Each and every clause of this
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Agreement is severable from the whole and shall survive unless the
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entire Agreement is declared unenforceable. No prior or present
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agreements or representations shall be binding upon any of the
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parties hereto unless incorporated in this Agreement. No
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modification or change in this Agreement shall be valid or binding
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upon the parties unless in writing, executed by the parties to be
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bound thereby. This Agreement shall bind and inure to the benefit
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of Id Software, its successors and assigns, and Id Software may
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assign its rights hereunder, in Id Software's sole discretion.
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This Agreement is personal to Licensee, and Licensee shall not
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sublicense, assign, transfer, convey nor franchise its rights
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granted hereunder.
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19. CHOICE OF LAW, VENUE AND SERVICE OF PROCESS. This
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Agreement shall be construed in accordance with the laws of the
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State of Texas and applicable U.S. federal law and all claims
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and/or lawsuits in connection with this Agreement must be brought
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in Dallas County, Texas. Licensee hereby agrees that service of
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process by certified mail to the address set forth below, with
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return receipt requested, shall constitute valid service of process
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upon Licensee. If for any reason Licensee has moved or cannot be
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validly served, then Licensee appoints the Secretary of State of
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the state of Texas to accept service of process on Licensee's
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behalf.
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20. EXCUSED PERFORMANCE. Neither party shall be deemed
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to be in default of any provision of this Agreement nor be liable
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for any delay, failure in performance or interruption of service,
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resulting directly or indirectly from acts of God, civil or
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military authority, civil disturbance, military action, war,
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strikes, other catastrophes or any other similar cause beyond its
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reasonable control. Written notice to the non-affected party of any
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such condition shall be given by the affected party within ten (10)
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days of the event.
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21. DELIVERY OF NOTICES, AND DELIVERY OF PAYMENTS.
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Unless otherwise directed in writing by the parties, all notices
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given hereunder and all payments made hereunder shall be sent to
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the addresses set forth on the signature page hereof. All
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notices, requests, consents and other communications under this
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Agreement shall be in writing and shall be deemed to have been
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delivered on the date personally delivered or on the date deposited
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in the United States Postal Service, postage prepaid, by certified
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mail, return receipt requested, or telegraphed and confirmed, or
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delivered by electronic facsimile and confirmed. Any notice to Id
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Software shall also be sent to its counsel: D. Wade Cloud, Jr.,
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Hiersche, Martens, Hayward, Drakeley & Urbach, P.C., 15303 Dallas
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Parkway, Suite 700, LB 17, Dallas, Texas 75248.
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22. NO PARTNERSHIP, ETC. This Agreement does not
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constitute and shall not be construed as constituting a partnership
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or joint venture between Id Software and Licensee. Neither party
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shall have any right to obligate or bind the other party in any
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manner whatsoever, and nothing herein contained shall give, or is
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intended to give, any rights of any kind to any third persons.
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23. COUNTERPARTS. This Agreement may be executed in
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several counterparts, each of which will be deemed to be an
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original, and each of which alone and all of which together, shall
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constitute one and the same instrument, but in making proof of this
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Agreement it shall not be necessary to produce or account for each
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copy of any counterpart other than the counterpart signed by the
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party against whom this Agreement is to be enforced. This
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Agreement may be transmitted by facsimile, and it is the intent of
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the parties for the facsimile of any autograph printed by a
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receiving facsimile machine to be an original signature and for the
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facsimile and any complete photocopy of the Agreement to be deemed
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an original counterpart.
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24. MEDIATION. If a dispute arises out of or relates to
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this Agreement, or a breach of this Agreement, and if the dispute
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cannot be settled through direct discussion, then the parties agree
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to endeavor to settle the dispute in an amicable manner by
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mediation, under the applicable provisions of Section 154.00 et
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seq., Texas Civil Practices and Remedies Code, as supplemented by
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the rules of the Association of Attorney Mediators.
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25. SURVIVAL. The following provisions shall survive
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the expiration or earlier termination of this Agreement:
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paragraphs 4., 7., 8., and the audit rights of Id Software in
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paragraph 12.c.
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26. MISCELLANEOUS.
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a. All captions in this Agreement are intended solely
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for the convenience of the parties, and none shall effect the
|
||
meaning or construction of any provision.
|
||
|
||
b. The terms and conditions of this Agreement have been
|
||
negotiated fully and freely among the parties. Accordingly, the
|
||
preparation of this Agreement by counsel for a given party will not
|
||
be material to the construction hereof, and the terms of this
|
||
Agreement shall not be strictly construed against such party.
|
||
|
||
By signing in the spaces provided below, the parties have
|
||
agreed to all of the terms and conditions set forth in this
|
||
Agreement.
|
||
|
||
|
||
AGREED:
|
||
|
||
LICENSEE:
|
||
|
||
|
||
Signed:_______________________________
|
||
Printed Name:_________________________
|
||
Title:________________________________
|
||
Address:______________________________
|
||
______________________________________
|
||
______________________________________
|
||
Telephone #: _________________________
|
||
Fax #:________________________________
|
||
E-Mail Address:_______________________
|
||
Date: ________________________________
|
||
|
||
|
||
AGREED:
|
||
|
||
ID SOFTWARE, INC.
|
||
|
||
|
||
Signed:_______________________________
|
||
Printed Name:_________________________
|
||
Title:________________________________
|
||
Address:______________________________
|
||
______________________________________
|
||
______________________________________
|
||
Telephone #: _________________________
|
||
Fax #:________________________________
|
||
E-Mail Address:_______________________
|
||
Date: ________________________________
|
||
|
||
|
||
|
||
June 10, 1996
|
||
|
||
|
||
|
||
COMMERCIAL EXPLOITATION LICENSE AGREEMENT FOR QUAKE
|
||
(DWC:dw:3406.0299:dwc\doc:5017)
|
||
|
||
|