00-120 ECS LaserficheINTEGRATORS TOOLICTT CONFIDENTIALITY
AIVD
SOFTWARE LICENSE AGREEMENT
This Integrators Toolkit Confidentiality and Software License Agreement
("License Agreement") is made between Compulink Management Center, Inc.
("Compulink") and the Purchaser of a license to use the Integrators Toolkit, whose addresses
are set forth at the end of this License Agreement.
R~[TALS
A. Compulink has developed ~:ertain software programs under the trademark
LaserFiche, which is sold as LaserFiche ("LaserFiche Software"). Recognizing the needs of
some of Compulink's customers to interface with ether third party applications, databases, or
to add selected external enhancements, Compulink has developed the Integrators Toolkit to
assist programmers to interface LaserFiche with other applications and data bases, or to
develop add-on modules to work with the LaserFiche Software (collectively "add-on
products").. The Integrators Toolkit discloses very valuable trade secrets and confidential
information about the LaserFiche Software to the Licensee. The LaserFiche Softwaze and
the Integrators Toolkit constitute valuable proprietary products and trade secrets of
Compulink embodying substantial creative efforts and confidential information, ideas, and
expressions. Compulink has invested large amounts of capital and time to develop and
promote the LaserFiche Software. Compulink claims copyrights and proprietary trade
secrets in the LaserFiche Software. Consequently, the Integrators Toolkit is only licensed
selectively to customers whose proposed intel3ration project has been outlined in Appendix A
to this Agreement and the project has been approved by Compulink's officers.
B. LaserFiche is a registered trademark owned by Compulink. The logo used
by Compulink and the name "Compulink" arc: trademarks owned by Compulink.
C. Purchaser understands that the Integrators Toolkit and the LaserFiche
Softwaze are compatible with only certain types of computers and operating systems and that
Purchaser is responsible for assured compatit;~ility between his computer system and the
LaserFiche Software and Integrators Toolkit.
WHEREFORE, in consideration of the premises and covenants contained this
License Agreement, Compulink and Purchaser agree as follows:
Integrators Toolkit ,4greement I'~Se 1
1. Grant of License. Compulnik grants to Purchaser, and Purchaser
purchases subject to the following terms and conditions, anon-exclusive, non-transferable
right to use the Integrators Toolkit on a single computer, together with other computers
directly connected to and dependent upon the file server, and the right to use the
accompanying written materials ("Documentation") for the limited purpose of producing an
add-on product for use with a specific version of the LaserFiche Software. The particular
add-on product and the version of the LaserFiche Software are described in Appendix A
attached hereto. No other add-on product or ~Gny other product is included in this license.
The extension of this license to other product. or to other versions of the LaserFiche
Software must be specifically approved by Cc-mpulink in. writing and endorsed on Appendix
A. Compulink reserves all rights not expressly granted to Purchaser. This license does not
include the LaserFiche Softwaze.
2. Ownership of L erFiche Software and Integrators Toolkit. Compulink
shall retain ownership of, and title to, the LaserFiche Software, Integrators Toolkit and
Documentation (including all adaptations or c:opies). Copies of the LaserFiche Software,
Integrators Toolkit and Documentation are provided to Purchaser only to allow Purchaser to
exercise its rights under the License Agreement. The Purchaser is purchasing the license
under the terms described in this License Agreement, and the Purchaser acquires no other
rights.
3. Copies and Adaptations. Except as otherwise provided in this License
Agreement, Purchaser may not make or authc-rize the making of copies or adaptations of the
Integrators Toolkit except as an essential step in the utilization of the Integrators Toolkit, or
for archival purposes only to back-up use of the Integrators Toolkit_ All proprietary rights
and notices must be faithfully reproduced and included on all copies and adaptations.
Purchaser shall not copy the Documentation.
4. Protection of Software. Ihiring the continuance of this License
Agreement, and for a minimum period of five: years after the termination of this License
Agreement, Purchaser shall keep in confidence and shall not disclose to any other person
confidential information and trade secrets of ~~ompulink. This obligation of confidentiality
shall extend beyond five years for such additional period of time as the confidential
information and trade secrets remain proprietary to Compulink. Purchaser shalt inform its
employees of this obligation of confidentialityy, which shall apply tv all employees of
Purchaser even after such employees have terminated employment with Purchaser.
Purchaser shall take all reasonable steps to protect the confidentiality of the trade secrets
disclosed by Compulink to Purchaser. During the term of this License Agreement and for a
period of two years thereafter, Purchaser shall not directly or indirectly, alone or in
conjunction with the other person, attempt to write or develop softwaze in order to discover
the source code and/or the trade secrets contained in the source code. The Purchaser shall
not directly or indirectly attempt to challenge. the validity of the copyrights, trademarks, and
trade secrets in the LaserFiche Software and :Integrators Toolkit claimed by Compulink. The
Integrators Toolkit Agreement Page 2
software source code and the trade secrets therein are not licensed to Purchaser and all
modifications, additions, or deletions are strictly prohibited.
5. Restrictions on Use. Except as expressly authorized in this License
Agreement, Purchaser shall not rent, lease, sublicense, distribute, transfer, copy, reproduce,
display, modify, or timeshare with any other ;person the Integrators Toolkit or
Documentation.
6. Transfer of License. Purchaser may transfer this license to another person
only with the prior written consent of Compulink, which shall not be unreasonably withheld,
but only if the transferee agrees to be bound ley this License Agreement. If Compulink
approves the transfer of the license, Purchaser shall transfer all copies of the Integrators
Toolkit and Documentation, including all cvl~ies or adaptations that have been made by
Purchaser.
7. Term. This License Agreement shall be effective from the date the
Purchaser purchases the license and shalt retrain in force until it is terminated. Purchaser
may terminate this License Agreement at any° time by destroying the Documentation and
Integrators Toolkit together with all copies acid adaptations and notifying Compulink in
writing of the termination of this License Agreement. This License Agreement shall also
terminate if Purchaser breaches any of the teems or conditions of this License Agreement.
Purchaser shall destroy the original and all adaptations or copies of the Integrators Toolkit
and Documentation, or return them to Compulink, upon termination of this License
Agreement. The termination of the license shall not terminate the Purchaser's obligations
under this License Agreement.
8. Warrant~D,ig~laimer. Tli-17~RE ARE NO EXPRESS OR IMPLIED
WARRANTIES SET FORTH IN THIS AGF:EEMENT. THERE ARE NO WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
COMPULINK DOES NOT WARRANT THAT THE INTEGRATORS TOOLKIT WILL
SATISFY THE REQUIREMENTS OF A CIJSTOMER OF DEALER OR THAT THI:
INTEGRATORS TOOLKIT IS WITHOUT :DEFECT OR ERROR, OR THAT THE
INTEGRATORS TOOLKIT WILL OPERATE WITHOUT INTERRUPTION.
9. Damages. ALL DAMAGES SUFFERED BY PURCHASER FOR
WHICH COMPULINK IS RESPONSIBLE, IF ANY, SHALL NOT EXCEED THE
PURCHASER'S ACTUAL PURCHASE PR'[CE OF THE DEFECTIVE COPY OF THE
INTEGRATORS TOOLKIT.
10. No Consequential Damages. COMPULINK SHALL NOT BE LIABLE
TO PURCHASER FOR INCIDENTAL, SPECIAL CONSEQUENTIAL OR PUNITIVE
DAMAGES, LOST PROFITS, OR BUSINESS INTERRUPTION SUFFERED FOR ANY
REASON OR COMING ABOUT BY ANY CAUSE, EVEN IF COMPULTNK HAS BEEN
IntegratorsToofkitAgreemen! Page 3
ADVISED OF THE POSSlB1LITY OF SUCl3 DAMAGES. COMPULINK SHALL NOT
BE RESPONSIBLE FOR LOSS OF USE OF THE INTEGRATORS TOOLKIT, LOSS OF
DATA, COSTS OF RECREATING LOST DATA, OR THE COST OF SUBSTITUTE
EQUIPMENT OR PROGRAMS SUSTAINED BY PURCHASER OR CLAIMS BY ANY
PARTY OTHER THAN PURCHASER.
11. Compatibility. The Integrators Toolkit has been developed for and is
compatible with certain computers and operating systems. Compulink does not warrant the
Integrators Toolkit for any computer and operating system. Purchaser shall be responsible
for consulting with Compulink for information about compatibility.
12. Nonwaiver. No failure to exercise or delay in exercising any right,
power, or privilege under this Agreement on the part of either party shall operate as a waiver
of any right, power, or privilege hereunder. 1`lo single or partial exercise of any right, power,
or privilege under this License Agreement shall preclude further exercise thereof.
I3. SeverabilitX. If any part of this License Agreement is found or deemed
by a court of competent jurisdiction to be invfaid or unenforceable, that part shall be severed
from this License Agreement and shall be deemed to have never been a part of this License
Agreement and shall not affect the validity of the remainder of this License Agreement.
14. Governing_Law: Jurisdicti~on~ Venue. This License Agreement shall be
deemed to have been made in, and shall be constnied pursuant to the laws of, the State of
California, as if alI parties were resident in Ca~lifonnia and the License Agreement were to be
wholly performed within the State of Califonr,~ia. Each party hereby consents to the
jurisdiction of the California Superior Court and United States District Court for the Central
District of California. All judicial actions and arbitration proceedings shall be conducted
only in, and each party consents to exclusive venue in, Los Angeles County, California.
15. Entire Agreement. This License Agreement is the complete and
exclusive statement of the mutual understanding of the parties, and supersedes anal cancels
all previous written and oral agreements and communications relating to the subject mater of
this License Agreement. No course of performance, course of dealing, or usage of trade
shall override the written terms of this License Agreement.
16. Limitation on Actions. N~~ action or proceeding based on this License
Agreement or arising out of its performance or breach shall be instituted by Purchaser more
than one year after the cause of action has aa:rued. Dealer waives the benefit of any statute
of limitations which specifies a period longer than one year for filing an action.
17. Counterparts. This Licen:~e Agreement may be executed in one or mere
counterparts, each of which shall constitute one agreement.
Integrators Toolkit Agreement Page 4
18. Captions. The captions use:d on this License Agreement are for
convenience only and shall not be a part of thi:i License Agreement.
19. Draftin~A,greement. Compulink and Purchaser aze parties of equal
bargaining strength and have had the opportunity to discuss and negotiate this License
Agreement in detail. Each of Compulink and :Purchaser waive any provision of law that
would otherwise require this License Agreement to be construed against the party draftiizg
this License Agreement. Each party shall be deemed to have drafted this License
Agreement.
Executed on
." , at
COMPULINK MANAGEMENT CENTER, INC.
By:
Name & Title:
Address:
Telephone:
Fax:
Email:
20000 Mariner Avenue
Torrance, Calife~rnia 90503
United States of America
+1 (310) 793-1888
+1 (310) 793-8531
imaging@ ix. netcom . com
PURCHASER: city of Cupertino
d',~.~~. c~ 5,>zk
a
Name & Title: Kimberly Smith, City Clerk
Address:
Telephone:
Fax:
Email:
Integrators ToolkitAgreement
10300 Torre Avenue
Cu ertino. CA 95014-3255
408-777-3223
408-777-3366
cityclerk@cupertino.org
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