November 1995
JPL/CALTECH -- NASA CENTER
SOFTWARE LICENSE AGREEMENT
-- CEOS Reader --
-- Indefinite Term --
-- EXECUTABLE --
CONTRACT NO. _______
This is a license agreement and not an agreement for sale. This license agreement (Agreement)
is between your organization, ______________________, (fill in: corporation, individual,
university etc..) (hereinafter called "Sublicensee"), and the Jet Propulsion Laboratory (JPL) of
the California Institute of Technology (hereinafter called "Caltech/JPL", or "Sublicensor") and
gives Sublicensee certain limited rights to use the proprietary "CEOS Tape Reader " Software
and its Related Materials. All rights not specifically granted in this greement are reserved to
Caltech/JPL. Sublicensor warrants that it has the right to grant this sub-license to the Software
and Related Materials.
Reservation of Ownership and Grant of License:
Under this sublicense agreement, NASA retains exclusive ownership of any copy of the
Software (as defined below) licensed under this Agreement, as follows from a written assignment
of rights by Caltech/JPL to NASA. Under said assignment agreement, Caltech/JPL has rights to
sublicense said Software and hereby grants to Sublicensee a royalty free, personal, non-
exclusive, non-transferable sublicense to use the Software pursuant to the terms and conditions of
this Agreement. From the date of receipt, Sublicensee agrees to use reasonable effort to protect
the Software from unauthorized use, reproduction, distribution, or publication.
Confidentiality:
Sublicensee acknowledges that the Software provided under this Agreement is proprietary to
NASA, and as such, Sublicensee agrees to receive all such materials in confidence and use the
Software only in accordance with the terms of this Agreement.
Copyright:
The Copyright for the Software has been transferred from Caltech/JPL to NASA, via an
assignment to NASA which has been fully executed. The Software , including related patent
rights, if any, are now owned by NASA and is protected by United States copyright laws and
applicable international treaties and/or conventions.
Patents:
Per NAS7-1260, NASA may elect to file a patent application on this Software. In this event,
Caltech/JPL will have a royalty-free, nonexclusive license to use said patented Software and to
sublicense patented material therein. This sublicense includes rights to use any patented subject
matter in the Software.
Definitions:
As used herein, the following words, phrases, or terms in this Agreement shall have the
following meanings: "CEOS Tape Reader " or "CEOS" or any rendition thereof, means the
suite of programs, scripts, manuals, and procedures received from CALTECH/JPL for the
purpose of performing image radar activity, as listed in Attachment A, and any updates and new
releases which may be made available during the term of this license. CEOS Reader (UNIX
Version) is reported and described in New Technology Report NPO19463, and CEOS Reader
(VAX version) in NPO 19543.
"Executable Code" means machine-readable code compiled by a high-level compiler.
"Source Code" means code written in human-readable format or in a high-level program
language.
"Software" means the actual copy of all or any portion of the allocated source or executable
code for program routines delivered on the media, inclusive of backups, updates, or merged
copies permitted hereunder or subsequently supplied originally by the authors. It includes
file structures, programming instructions, user interfaces and screen formats and sequences.
"Related Materials" means all of the printed materials, user documentation, training
documentation and confidential software activation code supplied originally by the authors
under this Agreement.
Permitted Uses:
Internet transfer by FTP is available only to Software which has been rated as unrestricted.
Executable software has been given an export classification of unrestricted and is currently being
exported. Licensee may install the licensed Software onto any one or more computer systems in
possession by Licensee or its delegatee archive service.
Governmental Uses:
The Software may be used by Sublicensee for any purposes associated with the SIR-C program
or any other NASA program, including but not limited to, collaboration with Principal
Investigators on radar science. Sublicensee may use the Software for any internal research and
development or experimental use.
Source Code:
No Source code has been allocated for this sublicense as yet. Allocation may be made by a
technical representative from Caltech/JPL with written approval by that representative.
Modifications:
In the event of allocated Source, Sublicensee may alter, modify and merge the licensed Software
program into other program material provided that the revised program can only be utilized
under the same terms of this Agreement.
Ownership of Derivative Works:
Any modification, employing any of the Software, in whole or in part, will be deemed a
derivative work of the licensed work and as such, NASA shall maintain derivative rights in such
works. Any use thereof must be covered under this Agreement or a future superseding
Agreement, if new terms are desired.
Backups:
Sublicensee may make and maintain backup copies provided Sublicensee or its archive service
delegatee keeps possession of each backup. In addition, Sublicensee may make that number of
copies of the Software necessary for its licensed site provided that all information appearing in or
on the original labels, including the copyright and trademark notices are copied onto the labels of
the copies.
Intention of Distributions to Principal Investigators:
In keeping with the sponsor requirement to continue to distribute the software to the radar
science community, Caltech/JPL is distributing the Software and Related Materials to the radar
science community on a non-royalty, nonexclusive basis, subject to similar terms as this license
as applicable. The SIR-C program now has 500 Principal Investigators collaborating with them
on image radar activity. This license is intended to support that effort. It is understood that this
license is concurrent and consistent with COSMIC's license to distribute the Software.
Uses Not Permitted:
Third Parties:
Only Caltech/JPL or NASA has a license to distribution to the radar science community
Principal Investigators. Sublicensee may not disclose, sell, rent, lease, sublicense, lend, time-
share or transfer, in whole or in part, or provide unlicensed Third Parties access, to prior or
present versions (or any parts thereof) of the Software and Related Materials, any updates, or
Licensee's rights under this Agreement.
Licensee may not remove or obscure any copyright or trademark notices.
The Software and Related Materials shall not become subject to application for patent or
copyright by Sublicensee.
Assignment:
Sublicensee shall not assign this Agreement or its rights hereunder without the prior written
consent of Caltech/JPL. Any purported assignment without such consent shall be null and void.
DURATION AND FEE:
Term:
The term of the license granted by this Agreement is from the effective date of this agreement
for an indefinite term. The Agreement will automatically terminate without notice if
Sublicensee fails to comply with any provision of this Agreement. Sublicensee will then return
to NASA the Software, Related Materials and any whole or partial copies, codes, modifications,
and merged portions in any form. The parties hereby agree that all provisions which operate to
protect the proprietary rights of NASA shall remain in force should breach occur and that the
obligation of confidentiality described in this Agreement is binding for the term of the
agreement, and survives the term of the Agreement.
Fee:
While Sublicensee restricts its use of the Software to government projects, there is no fee for this
license.
No Warranty:
DISCLAIMER: THE SOFTWARE AND RELATED MATERIALS ARE PROVIDED "AS-IS"
WITHOUT WARRANTY OF ANY KIND INCLUDING ANY WARRANTIES OF
PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR
PURPOSE ( as set forth in UCC 2312-2313) OR FOR ANY PURPOSE WHATSOEVER,
FOR THE LICENSED PRODUCT, HOWEVER USED.
USER BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE
SOFTWARE.
Support and Maintenance:
Not applicable.
Exclusive Remedy and Limitation of Liability:
Neither party shall not be liable for indirect, special, incidental, or consequential damages related
to Licensee's use of the Software and Related Materials, even if the party is advised of the
possibility of such damage.
Restricted Rights Legend:
To the extent applicable, any use, duplication, or disclosure by the Government is subject to the
restrictions as set forth in FAR 52.227-14 (JUN 1987) Alternate III (g)(3), FAR 52.227-19
(JUN 1987), DFARS 252.211-7015 (MAY 1991) or DFARS 252.227-7013 (c)(1)(ii) (OCT
1988), as applicable. Contractor/Manufacturer is California Institute of Technology, Pasadena,
California.
This software is licensed by the United States Department of Commerce, Bureau of Export
Administration for ultimate destination to _____________(name of country)_____________.
Diversion, disclosure or re-export outside of the ultimate destination country listed is contrary to
U.S. law and prohibited.
Severability:
If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a
court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
No Implied Waivers:
No failure or delay by either party in enforcing any right or remedy under this Agreement shall
be construed as a waiver of any future or other exercise of such right or remedy by either party.
Order of Precedence:
Any conflict between the terms of this license or other terms shall be resolved in favor of the
terms of this license.
Governing Law:
Except with respect to Copyright or Patent rights which shall be governed by applicable federal
laws and jurisdiction, this Agreement, entered into in California, shall be construed and
enforced in accordance with the laws of the State of California without reference to conflict of
laws principles. The parties hereby consent to the personal jurisdiction of the Court of Federal
Claims.
Entire Agreement and Amendments:
This Agreement constitutes the sole and entire agreement of the parties as to the matter set forth
herein and supersedes any previous agreements, understandings, and arrangements between the
parties relating hereto.
Signatures follow
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective,
valid, and binding upon the parties as of the date below as executed by their duly authorized
representatives.
Accepted and Agreed:
(Sublicensee)
By: _________________________________ Authorized Signature
Printed Name: ________________________
Title: ________________________________
Date: ________________________________
Contacts:
For Sublicensee: Licensee's Name and Address:
Licensee's Name: ________________________
Licensee's Address: ______________________
______________________
______________________
Licensee's Telephone: _____________________
Licensee's Fax: _____________________
Licensee's Email: _____________________
(Sublicensor): Jet Propulsion Laboratory, California Institute of Technology (Caltech/JPL)
By:__________________________________ Authorized Signature
Printed Name:__________________________
Title: _________________________________
Date: __________________________________
License Administrator ____________________________
____________________________ ____________________________
Technical: ____________________________
____________________________ ____________________________
For Jet Propulsion Laboratory
California Institute of Technology, Caltech/JPL, Sublicensor:
4800 Oak Grove Drive
Pasadena, CA
91109-8099
License Administration: Mike Keller, or Don Hart
Program Contact: Ellen O'Leary
fax (818) 393-2640
email: ellen.oleary@jpl.nasa.gov