THIS LICENSE AGREEMENT (this “Agreement”) has been previously approved and is therefore not subject to new approval.
THIS LICENSE AGREEMENT (this “Agreement”) is by and between:
Shipley Sweden (“Shipley”), a company registered under the laws of Sweden which owns, or licenses from the owner, certain training programmes and courses in the fields of business development, proposal training, consulting, and related professional and project development and training services using the titles of and trademarks in the programmes and the trade name and trademark “Shipley” and certain copyrighted materials, trade secrets, and other confidential information (collectively referred to as the “Intellectual Property”),
(“Client”) in connection with the provision for Client of one or more seminars and related consultations
NOW, THEREFORE, the parties hereto agree as follows:
- License. Subject to the terms hereof, Shipley hereby grants to Client a non-exclusive, non-transferable and limited license to use the Shipley Materials (as defined below) and methodology described therein in connection with the sales and management functions of Client’s own business. “Shipley Materials” shall include all written materials, including the Shipley Forms (as defined below), provided to Client by Shipley or its agents. “Shipley Forms” shall include the following portions of the Shipley Materials: 96 Step Flowchart, Capture Planner, Commercial Proposal Planner, Proposal Development Worksheet, Commercial Proposal Development Flowchart, Four-Box Tool, and any other material identified by Shipley as a Shipley Form. All Shipley Materials, including the Shipley Forms, are and shall remain the sole and exclusive property of Shipley.
- Limitations. The license granted in Section 1 is subject to the following limitations:
- Client will not delete any copyright or trademark notices from copies of the Shipley Materials,
- Client shall not copy, modify, alter, adapt or prepare derivative works of any of the Shipley Materials, provided that Client shall be permitted to make an unlimited number of copies of any of the Shipley Forms for use by Client’s employees in the sales and sales management functions of Client’s own business,
- Client shall not reproduce, copy or incorporate any of the Shipley Materials into any type of electronic or distance learning or any other computer software program including operating systems, application programs, applets, scripts, software tools, firmware and imbedded software, including both object code and source code versions thereof and including on its web site, provided that Client shall be permitted to reproduce, copy or incorporate any of the Shipley Forms into CRM or software programs (including intranet web-sites) for use by Client’s employees in the sales and sales management functions of Client’s own business,
- Client will not, and Client will take reasonable steps to ensure that none of its employees or agents will, disclose to any third party any Shipley Materials except as permitted by this Agreement (provided that Client shall remain ultimately responsible for any unauthorised use or disclosure by any of its employees or agents),
- Client shall return the Shipley Materials and all copies then in its possession after they are no longer needed by Client,
- Client shall not tape or permit the taping of any training programme or engagement related to the Shipley Materials, and
- Client shall not provide any training in the Shipley Materials to its employees or otherwise without the express written authorisation of Shipley.
- Trademark Infringement. Client acknowledges and agrees that Shipley has not granted Client any rights to use any trademarks of Shipley. Client will not attempt to register any trademarks of Shipley in Client’s name. In the event that Client becomes aware that an unauthorised use or infringement of the Shipley Materials or the trademarks of Shipley has or is likely to occur, Client will give Shipley reasonable notice and assistance, provided that Shipley shall reimburse Client for its reasonable expenses incurred in providing such assistance.
- Miscellaneous. This license granted by this Agreement shall remain in effect indefinitely unless terminated earlier by Shipley written notice of breach by Client of any of the terms of the Agreement (provided that the obligations under Sections 2, 3 and 4 of this Agreement shall survive the termination hereof). This Agreement shall be governed by Swedish law. Client submits to the non-exclusive jurisdiction of the Swedish Courts. In the event of a dispute hereunder, the prevailing party shall be entitled to an award of reasonable lawyer’s fees and expenses. No failure or delay by either party to exercise any right or remedy shall constitute a waiver of rights or remedies under this Agreement. Client shall not have the right to transfer, assign, license or sublicense any of the rights granted to Client in this Agreement. This Agreement represents the entire agreement between the parties regarding the subject matter of the Agreement. Neither this Agreement nor any provision hereof may be changed, waived or discharged orally but only by an instrument in writing signed by the party against whom enforcement of the change, waiver or discharge is sought.