Legal
Schools On I-Net Master Licensing Agreement
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LICENSE AGREEMENT
This SOFTWARE LICENSE AGREEMENT (the AAgreement@) made as
of
this __ date of ______________, 20____, (the AEffective
Date@) is entered into by and between RK SOLUTIONS, L.L.C., a
New Jersey limited liability company (hereafter ALicensor@)
having a principal place of business at 240 Kinderkamack Road,
Oradell, NJ 07649 and ___________________________________, an
educational institution, comprising the following entities
(elementary school, middle school, high school, parent
organization, etc):
________________________________________________________________
and having a principal place of business at
______________________________________________, and any other
secondary places of business hereafter ALicensee@ as described
in Schedule B.
RECITALS
WHEREAS
sole and exclusive owner of a certain software product and
package entitled SchoolsOnINet more particularly described in
Schedule A (hereafter, the AProduct@);
WHEREAS
the Product in its school system for the benefit of its student
body.
WHEREAS
marketing and promotional efforts with respect to the Product;
NOW, THEREFORE
made
herein, and other good and valuable consideration, the receipt
of which is hereby acknowledged, the Parties agree as follows:
(a) “Authorized Industry” shall mean the educational
industry.
(b) ADocumentation@ shall mean any manual prepared for the
Product together with any product specifications and any other
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agreements involving the terms, conditions, or use of the
Product.
(c) AProprietary Information” shall mean any and all
copyrights, trademarks, service marks, patents or other
intellectual property now or hereafter owned by Licensor in
connection with the Software (as hereinafter defined) or the
Product and any continuations, or modifications thereof, and any
unpublished research and development information, know how,
trade secrets, and technical data in Licensor=s possession,
ownership or control, as of the Effective Date of this Agreement
with respect to the Product or the Software, which Licensor has
the right to license to others, whether copyrightable,
patentable or otherwise, relating to the manufacture and sale of
the Product and the technology related to the production and
quality control thereof.
(d) ASchool@ shall mean all schools/divisions, and
departments/entities operated by the Licensee at the main
address set forth above and other locations as described in
Schedule B
(e) ASoftware@ means (i) the object code versions of the
computer programs that are incorporated into the Product; (ii)
all related Documentation; and (iii) any update or revision of
these items.
(f) ASource Code@ shall mean the human readable version of
the Software, including programmer comments and procedural code.
1.
non-transferable right and License, subject to the terms and
conditions of this Agreement, to use the Product in the School
during the Term (the ARights@) with such Rights to be exclusive
to the Licensee in the Authorized Industry and which Rights are
granted herein pursuant to specifications approved by Licensor
and all processes and vendors relating thereto being subject to
the prior and express written approval of the Licensor, which
approval shall not be unreasonably withheld nor unduly delayed.
1.1 The Rights shall include the right to use the Product
and the Proprietary Information to assist the Licensor in the
marketing, promotion, sale and distribution of the Product to
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third party institutions in the Authorized Industry
(collectively “Third Party Institutions”), subject to the
specific and express prior written approval of Licensor (such
rights hereafter referred to as the APromotional Rights@).
(a) The Licensor will provide Licensee with all
necessary Documentation with respect to the Promotional Rights.
(b) The Licensee shall direct any and all inquiries
involving the Product directly to the Licensor.
1.2
Requirements:
services required to manage the installation and maintenance of
the Product (AProduct Management@) in the School, provided
however, that Licensee shall furnish all labor, materials,
equipment, personnel, facilities and services required, in the
commercially reasonable discretion of Licensor, to effect the
Product Management, including, but not limited to, ensuring
school computers meet minimum system requirements, providing
data and content to Licensor in requested format, preparing
training schedules and facilities to train teachers, performing
website tasks through functions and web tools provided.
In addition the Licensee agrees to following specific
requirements by the Licensor:
Personnel Requirement
1.2.a. Licensee agrees to appoint at least one person as a
SOIN liaison who can communicate well with the school
administration and Licensor.
1.2.b. The SOIN liaison will have reasonable knowledge of
computers and will be familiar with the internet.
1.2.c. The SOIN liaison will report problems, issues to
Licensor in a timely manner and in the specified format
requested by Licensor.
1.2.d. The SOIN liaison should be reasonably organized and
willing to learn the SOIN system.
1.2.e. The SOIN liaison should have pleasant manner and
should be a people person.
Infrastructure:
1.2.f.
MBPS and minimum CPU availability of 75%. Failure to
provide these requirements will result in an unsuccessful
implementation of SOIN.
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1.2.g. Licensee agrees that if the school’s internet
connection is not as recommended by the Licensor, the
Licensor will cease all support until the problem is
resolved.
1.2.h. Licensee agrees to meet all the client requirements
specified in Schedule C
1.3 This License shall expressly exclude the right to sublicense
the Rights.
1.4 Licensor reserves all rights in and to the Software and
the Product, except for those rights granted expressly to
Licensee herein. Licensee may not decompile or disassemble the
Software, or attempt to obtain or obtain Source Code to the
Software.
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herein, the Licensee shall use its best efforts to support the
Licensor in its efforts to market, promote, commercially
exploit, sell and distribute the Product (AMarketing Efforts@),
which Marketing Efforts shall include, by way of example, but
not limitation:
(a) Providing references to Third Party Institutions
with respect to its use of the Product;
(b) Promoting the Product at educational seminars,
conferences, and meetings, and educational technology seminars;
(c) Encouraging evaluation of the Product by Third
Party Institutions; and
(d) Providing Licensor with the opportunity to bid on
Licensee=s Intellectual Technology projects (AIT Projects@) that
may arise during the Term.
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Effective Date. The terms of the contract commence on the date
of implementation and are for five years from the date of
implementation. The contract terminates on the date which is
five (5) years from the date of implementation (“Termination
Date”) unless earlier terminated as hereinafter provided.
3.1 The licensor reserves the right to terminate this
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agreement without any notice, if the Licensee defaults on
payments. In such an event, the Licensee agrees to pay the
Licensor the balance of the monies that are owed to the
Licensor. If there is a dispute regarding a breach of this
Agreement which results in litigation, the losing party shall
pay to the prevailing party the reasonable attorneys= fees,
court costs and related expenses of such party incurred or paid
in prosecuting or defending such litigation.
3.2 Upon expiration or termination of this Agreement,
Licensee shall immediately cease all further use of the Product
and the Software and all rights granted to Licensee under this
Agreement shall forthwith terminate and immediately revert to
Licensor.
3.3 In addition to the rights and obligations which by
their nature are intended to survive expiration or termination
of this Agreement, the provisions of paragraphs 7, 8, 9, 11, 12
shall survive the expiration or termination of this Agreement.
All other rights and obligations of the parties will cease upon
termination of this Agreement.
3.4. Renewal Term(s). This Agreement and each Statement of
Work will continue automatically for additional 5 (5) year terms
(“Renewal Terms”), unless otherwise agreed to in writing by the
Parties or terminated upon notice by either party, at Licensor’s
then current rates and charges.
3.5 Termination. If the licensee decides to terminate this
contract before the completion of the Term, the licensee agrees
to pay the licensor the remainder of the balance at the time of
the termination based on the price proposal agreed by both
parties. The price proposal has been provided either with this
document or prior to release of this document.
4.
4.1 The Licensor hereby represents and warrants as follows:
(a) The Licensor is a limited liability company,
organized, validly existing and in good standing under the laws
of New Jersey, and has all requisite power and authority to own
or license its properties, to carry on its business as now being
conducted, to execute and deliver this Agreement and any
agreements contemplated herein, and to consummate the
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transactions contemplated hereby.
(b) The execution and delivery of this Agreement (and
all other agreements provided for herein) by the Licensor, and
the consummation by the Licensor of all transactions
contemplated hereby, has been duly authorized by all requisite
company action. This Agreement and all such other agreements
and obligations entered into and undertaken in connection with
the transactions contemplated hereby to which the Licensor is a
party constitutes the valid and legally binding obligations of
the Licensor, enforceable against it, in accordance with their
respective terms except as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting
creditors= rights generally. The execution, delivery and
performance by the Licensor of this Agreement and the agreements
provided for herein, and the consummation by the Licensor of the
transactions contemplated hereby and thereby, will not, with or
without the giving of notice or the passage of time or both, (i)
violate the provisions of any law, rule or regulation applicable
to the Licensor; (ii) violate the provisions of the Certificate
of Formation of the Licensor; (iii) violate any judgment,
decree, order or award of any court, governmental body or
arbitrator; or (iv) conflict with or result in the breach or
termination of any term or provision of, or constitute a default
under, or cause any acceleration under, or cause the creation of
any lien, charge or encumbrance upon the properties or assets of
the Licensor pursuant to, any indenture or other instrument or
agreement to which the Licensor is a party or by which it or any
of its properties is or may be bound. All required consents or
approval of any third party to consummate the transactions
contemplated by this Agreement have been obtained and satisfied.
4.2 The Licensee hereby represents, warrants, and covenants
as follows:
(a) The Licensor does not claim to be an expert in the
Authorized Industry. Licensor makes no warranties on the
benefits or results arising from the user of the Product. The
Licensor is not responsible for any claims, proceedings, damage,
injuries, liabilities, losses, costs and expenses (including
reasonable attorney’s fees, and other legal costs) arising out
of any claim from any individual or group, including but not
limited to claims of physical or emotional distress arising from
the use of the product. All users accessing the Product can not
hold the Licensor responsible for any damages.
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(b) The Licensee is an educational institution, duly
accredited, validly existing and in good standing under the laws
of the State of New Jersey, and has all requisite power and
authority to carry on its business as now being conducted, to
execute and deliver this Agreement and any agreements
contemplated herein, and to consummate the transactions
contemplated hereby;
(c) The execution and delivery of this Agreement (and
all other agreements provided for herein) by the Licensee, and
the consummation by the Licensee of all transactions
contemplated hereby, has been duly authorized by all requisite
action. This Agreement and all such other agreements and
obligations entered into and undertaken in connection with the
transactions contemplated hereby to which the Licensee is a
party constitutes the valid and legally binding obligations of
the Licensee, enforceable against it, in accordance with their
respective terms except as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting
creditors= rights generally. The execution, delivery and
performance by the Licensee of this Agreement and the agreements
provided for herein, and the consummation by the Licensee of the
transactions contemplated hereby and thereby, will not, with or
without the giving of notice or the passage of time or both, (i)
violate the provisions of any law, rule or regulation applicable
to the Licensee; (ii) violate the provisions of any
organizational documents of the Licensee; (iii) violate any
judgment, decree, order or award of any court, governmental body
or arbitrator; or (iv) conflict with or result in the breach or
termination of any term or provision of, or constitute a default
under, or cause any acceleration under, or cause the creation of
any lien, charge or encumbrance upon the properties or assets of
the Licensee pursuant to, any indenture or other instrument or
agreement to which the Licensee is a party or by which it or any
of its properties is or may be bound. All required consents or
approval of any third party to consummate the transactions
contemplated by this Agreement have been obtained and satisfied.
(c) Licensee shall use its best efforts to promote and
commercially exploit the Product in the Authorized Industry;
(d) In the event that Licensee shall in any direct or
indirect manner, develop any improvement to the Product or the
Software and such improvement is later incorporated by Licensor
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in an improved or modified Product (AImproved Product@), such
Improved Product shall be the sole property of Licensor and
Licensee hereby assigns any such improvements to Licensor. All
such improvements made by the Licensee shall be promptly
disclosed to Licensor and shall hereinafter become the property
of Licensor.
(e) The Licensee shall use its best efforts to protect the
confidentiality of the Proprietary Information in accordance
with the terms set forth in Section 6.
5.
LICENSEE=S ACKNOWLEDGEMENTS
acknowledges and understands that neither the Product nor the
Software:
(a) Has been developed or prepared to meet the
Licensee=s specific or individual requirements other than those
requirements set forth in Schedule an attached hereto;
(b) will operate uninterrupted or error free;
(c) can be tested in advance in every possible
operating combination and environment; and the Licensee further
acknowledges that:
(d) all errors in the Software may not be able to
correct;
(e) it is not possible to produce software known to be
error free in all circumstances; and
(f)
GRANTS NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED BY
STATUTE OR OTHERWISE, REGARDING THE PRODUCT, ITS FITNESS FOR ANY
PURPOSE, MERCHANTABILITY, OR OTHERWISE.
5.1 The Licensee further acknowledges that:
(a) the Licensor is not, and does not claim to be an
expert in the Authorized Industry;
(b) the Licensor is the sole owner of the web-sites
and has the sole right and absolute discretion to determine and
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monitor, and approve any and all advertisements to be posted on
the Licensee=s web-sites; and
(c) any e-commerce activity associated with the websites
in connection with the Product provided to the Licensee by
the Licensor must be previously reviewed and approved by the
Licensor. Any such activity may be subject to additional
Atransaction fees@ to be determined by the Licensor.
6.
of their relationship to each other hereunder each will have
access to certain information and materials concerning the
other’s business of a special and unique value that is
confidential and of substantial value to that party, which value
would be impaired if such information were disclosed to third
parties, which information may include, without limitation
AProprietary Information@ (as hereinafter defined) know-how,
technical information, technical software, proposals, books and
records relating to operations, finances, accounting, sales,
personnel and management; policies and matters relating
particularly to operations such as student names and addresses,
price lists, client service requirements, costs of providing
service, operating and maintenance costs and pricing matters
(AConfidential Information@). The Licensee also recognizes that
a portion of the Licensor’s business and the business of its
clients may be dependent upon a large number of trade secrets,
including techniques, methods, processes, data, developments,
designs, improvements, and the like. The protection of these
trade secrets and Confidential information against unauthorized
disclosure or use is of critical importance to the parties and
each party agrees that it will not use in any way for its own
account or the account of any third party, nor disclose to any
third party, any such Confidential Information revealed to it by
the other party, and will take every reasonable precaution to
protect the confidentiality of such information. Each party
shall mark confidential materials as AConfidential@
AProprietary@ or with such similar language indicating its
confidential nature.
6.1 In the event of a breach or threatened breach by
either party of the provisions of this Section, the nonbreaching
party shall be entitled to an injunction restraining
the breaching party from using or disclosing, in whole or in
part, such Confidential Information. Nothing in this Agreement
shall be construed as prohibiting the non-breaching party from
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pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of damages from the
breaching party. No party shall be deemed in default of this
Agreement if such disclosure is made pursuant to the judicial
process or is ordered to be disclosed by a court of competent
jurisdiction in any litigation between the parties.
6.2 Upon expiration or termination of this Agreement for
any reason, the Licensee shall promptly deliver and return to
the Licensor all Proprietary Information, property of Licensor,
including, but not limited to, manuals, lists, data, software,
proposals, contracts, letters, notes, notebooks, reports and
copies of any of the above, and any and all other materials of a
secret or confidential nature relating to the Product, the
Software, or the Licensor’s business which are in the possession
or under the control of the Licensee. The Licensee will not
take with it any reproduction of any of the foregoing.
6.3 The Confidential Information protected by this Section
7 does not include information (such as, but not limited to,
data, documents, technical information, software, books, knowhow,
etc.), which is in the public domain, known to and/or
within the trade and/or which are in any way, shape, manner or
form available to the public, whether from public or private
sources.
7.
7.1 (a) During the Term, Licensee may utilize the
Trademarks in connection with the Marketing Efforts, and shall
conspicuously indicate that such trademarks are Trademarks of
Licensor. Nothing herein will grant to Licensee any right,
title or interest in the Trademarks. Upon termination of this
Agreement for any reason, Licensee will immediately cease all
use of Trademarks.
(b) Licensee will ensure that the entire Product and
any Software in Licensee’s possession or control incorporate
copyright and other proprietary notices in the same manner that
Licensor incorporates such notices for the Product or the
Software, or in any manner reasonably requested by Licensor.
8.
.
(a) Licensor shall have no liability for any
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claim of
infringement based on or to the extent arising from:
(i) Licensee use of an outdated or unaltered
release of any Software if such infringement would have been
avoided by use of updated and amended Software which had been
offered to Licensee (at no specific additional cost to
Licensee);
(ii) the combination or use of the Software with
hardware or software not furnished or approved in writing by
Licensor unless such use or combination is reasonably
contemplated by the Product Specification and Documentation or
by this Agreement; or
(iii) the use of any Software that has been
modified or altered by any party other than Licensor without
Licensor=s prior express written permission;
(b) Licensor shall not be responsible for any problems of
any nature arising from the use of Software or the Product for
purposes for which it was not designed, (the purposes for which
it was designed being those clearly apparent from the
Documentation and/or Schedule A.
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and expense, shall obtain or provide and keep in full force for
the benefit of the Licensor during the Term, general public
liability insurance, insuring the Licensor, as named insured,
against any and all liability or claims of liability arising out
of, occasioned by or resulting from any accident or otherwise,
with respect to the Product or the Software or this License for
injuries to any person or persons, for limits of not less than
One Million ($1,000,000.00) Dollars (combined single limit) for
injuries or death of any person or persons, in any one accident
or occurrence and for loss or damage to the property of any
person or persons, for not less than One Hundred Thousand
($100,000.00) Dollars.
10.
trademarks, source code, or web-sites including, but not limited
to, any future or currently pending applications and all
reissues, renewals, extensions, divisions, continuations and
continuations-in-part and all revenues deriving wherefrom and
any and all additional patents, copyrights, trademarks, or web
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site obtained by Licensor for any improvements, enhancements, or
modifications of any of the Software or the Product, and any and
all foreign counterparts thereof, without regard to their
validity, shall be the sole and exclusive property of Licensor.
11.
INDEMNIFICATION.
11.1 Licensee shall defend, indemnify and hold the
Licensor harmless from and against any and all claims, damages,
losses and expenses (including reasonable attorney fees and
costs) for claims for damages to property, injury or death to
persons arising or resulting from the Licensee=s negligence
involving its use of the Product or the Software or from any
breach of its representations, warranties or other obligations
hereunder.
11.2 Licensor shall defend, indemnify and hold the Licensee
harmless from and against any and all claims, damages, losses
and expenses (including reasonable attorney fees and costs) for
claims for damages to property, injury or death to persons
arising or resulting from any breach of its representations,
warranties, or other obligations hereunder.
12.
(a) The Licensor shall provide Product Management and
technical support in accordance with the terms set forth in
Schedule A.
(b) Additional consultative support or software
enhancements specific to Licensee (AAdditional Services@) shall
be provided in accordance with the terms set forth in Schedule
A.
13.
shall be related to the other as an independent contractor and
neither shall have any right to make any representations or
warranties on behalf of the other or in any manner to assume or
create any obligation or responsibility, express or implied, on
behalf of or in the name of the other party or in any way to
bind the other party in any respect. Licensee is not an agent
for Licensor nor are any of its employees agents of Licensor.
Neither party is a legal representative of the other party.
14.
. Any references to Licensor
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shall include Licensor=s affiliates.
15.
involving any question, dispute or claim involving the existence
or validity of any proprietary right of Licensor, or any
infringements in Licensor=s proprietary rights to the Software
or the Product, any and all disputes or controversies arising
out of or relating to this Agreement or breach hereof shall be
settled by arbitration in the State of New Jersey, in accordance
with the rules then pertaining of the American Arbitration
Association, and judgment upon the decision rendered may be
enforced in any court of competent jurisdiction. The cost of
such arbitration proceedings shall be borne equally by the
parties, each of whom shall bear his own attorney’s fees, except
as hereinafter provided.
15.1 If it is determined by the arbitrators that one
party was in default hereof or instituted (or defended) such
arbitration proceeding not in good faith or without a reasonable
basis in law or fact(”Defaulting Party”), such Defaulting Party
shall bear the costs of the arbitration proceeding and pay to
the other party the reasonable attorney’s fees and costs
incurred in such proceeding, which amounts shall be separately
determined by the Arbitrator in such proceeding and become part
of the amount of the arbitration award, payable by the
Defaulting Party to the other party.
16.
WAIVERS.
default by the other in the performance of or compliance with
any obligation under this Agreement shall be deemed to be a
waiver of, or shall in any manner release such other party from
compliance with, the performance of or compliance with the same
or any other obligation under this Agreement in the future. No
Agreement shall in any manner impair the exercise of any such
right accruing to such party thereafter.
17.
represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal
counsel and that the person signing on its behalf has read and
understood all of the terms and provisions of this Agreement.
This Agreement shall not be construed against any party by
reason of the drafting or preparation thereof.
18.
GOVERNING LAW; CONSENT TO JURISDICTION
. The parties
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hereto hereby agree that this Agreement shall be governed by,
and construed in accordance with, for all purposes, the laws of
the State of New Jersey, without reference to its rules
concerning conflicts of laws, and further agree that the New
Jersey State courts or the federal court located in the state of
New Jersey shall have exclusive jurisdiction to hear and
determine any suit instituted under this Agreement. Each party
expressly submits in advance to such jurisdiction in any action
or proceeding commenced by the other, hereby waiving personal
service of the summons and complaint or other process or papers
issued therein, and agrees that service of such summons and
complaint, or other process or papers may be made in accordance
with the Notice provisions of this Agreement.
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. REFERENCES; HEADINGS; LANGUAGE
schedules, and or exhibits in this Agreement are to clauses and
schedules and exhibits to this Agreement. The headings to the
clauses of this Agreement are for ease of reference only and
shall not affect the interpretation or construction thereof.
Reference to any statute or statutory provision includes a
reference to that statute or statutory provision as from time to
time amended, extended or re-enacted. Words importing the
singular shall include the plural and vice versa, words
importing any gender shall include all other genders, words
importing persons shall include bodies, corporate,
unincorporated associations and partnerships and vice versa.
References to the whole shall include the part and vice versa.
20.
this Agreement shall be valid and enforced to the fullest extent
permitted by law. If there is any conflict between any term,
condition, or providing of this Agreement and any statue, law,
ordinance, order, rule or regulation, the latter shall prevail;
provided, that any such conflicting term, condition, or
provision shall be limited only to the extent necessary to bring
it within such legal requirements and the remainder of this
Agreement shall not be affected thereby.
21.
for the benefit of Licensor and Licensee and their respective
successors and assigns. Neither party shall be entitled to
assign, sublicense, delegate, or otherwise transfer any of its
rights or obligations under this Agreement without the prior
written consent of the other party hereto except as otherwise
agreed to herein.
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the entire and final expression of agreement between the parties
pertaining to the subject matter of the License Agreement and
supersedes all other communications between the parties. No
alteration or modification of this Agreement will be binding
upon either Licensor or Licensee unless made in writing and
signed by an authorized representative of each.
23.
whole or in part, except as agreed to in writing and signed by
an authorized representative of both Licensor and Licensee.
24.
other for any alleged loss or damages resulting from failure to
perform due to acts of God, natural disasters, acts of civil or
military authority, government priorities, fire, floods,
epidemics, quarantine, energy crises, acts of war or terrorism,
or riots. Each party shall promptly notify the other party of
such event.
25.
herein, neither party shall advertise or publicize the existence
of this Agreement or any of the specific terms and conditions
thereof, except to each respective parties, attorneys,
accountants, and other professional advisors with a need to
know.
26.
required to be sent to the parties at their respective addresses
set forth above, (or such other address as either party may
subsequently notify the other party) by (i) facsimile with
confirmation of transmission, (ii) personal same or next day
delivery with written verification of receipt; or (iii)
commercial overnight courier with written verification of
delivery. All notices so given shall be deemed given upon the
earlier of receipt or one (1) day after dispatch.
27.
UNDERSTANDS AND AGREES THAT IN NO EVENT SHALL LICENSOR BE LIABLE
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE PRODUCT OR
THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR
INTANGIBLE LOSSES (EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE LOSS OF
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DATA AND/OR USE OR THE INABILITY TO USE THE PRODUCT, (II) THE
COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING
FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR
OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO
THROUGH OR FROM THE PRODUCT, (III) UNAUTHORIZED ACCESS TO OR
ALTERATION OF LICENSEE=S TRANSMISSIONS OR DATA; (IV) STATEMENTS
OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE PRODUCT; OR
(V) ANY OTHER MATTER RELATING TO THE PRODUCT OR THE SOFTWARE.
LICENSEE HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION
SHALL APPLY TO ALL PRODUCT CONTENT.
In addition to the terms set forth above, neither Licensor
nor its information providers or content partners shall be
liable regardless of the cause or duration for any errors.
Inaccuracies, omissions, or other defects in, or
untimeliness or unauthenticity of, the information contained
within the Product.
Licensee=s sole and exclusive remedy for any breach of this
agreement by Licensor shall be a replacement of the Product or
the Software. Licensor is not responsible for, and shall have no
liability with respect to, the product content of third party
web sites that are linked to or from the Product. Licensor is
not responsible for the user generated content in connection
with the Product.
IN WITNESS HEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
Witness:
R.K. SOLUTIONS, L.L.C.
By:
Rekha Kasturi, [Managing Member]
Witness:
LICENSEE:
By:
Name
Private and Confidential. Not for distribution. LICENSE AGREEMENTSOIN_
SCHOOL_RTFJul2007.rtf Page 17 of 20
Schedule A
1.
Product Description
The Schools-ON-I-Net product is a web based
communications forum designed to increase the
efficiency of the school and increase parental
involvement.
2.
Licensee Specific Requirements
Please see Schools-ON-I-Net Member Use Agreement
3.
Product Management and Technical Support
Please see Schools-On-I-Net Proposal for details on
Project Management, Training and Technical Support
4.
Additional Services
Additional Services beyond the agreed upon features,
or specific enhancements made to existing features per
Licensee’s request to be determined and may incur
additional charges.
Private and Confidential. Not for distribution. LICENSE AGREEMENTSOIN_
SCHOOL_RTFJul2007.rtf Page 18 of 20
Schedule B
1. Licensee premises:
________________________
________________________
________________________
Private and Confidential. Not for distribution. LICENSE AGREEMENTSOIN_
SCHOOL_RTFJul2007.rtf Page 19 of 20
Schedule C
Client Responsibilities
Schools-On-I-Net becomes your school’s partner for this project. In order to create a
productive working relationship, SOIN suggests your school appoint specific individuals
with the following roles and responsibilities. These individuals will become the SOIN
Liaison Committee. The SOIN Team will assume all information coming from the
appointed individuals has been approved for posting and/or making changes. SOIN will
work with the liaison/s in the following capacities, each of which should have a primary
contact (could be the same person):
?
Information for the website should be presented to SOIN from one source, and in
an organized fashion. It will be this person’s responsibility to gather descriptions,
write-ups, anecdotes, photos, etc, that will be used in the information pages of the
website.
?
We will work with client to create a look and feel that suits your educational
institution. In addition to group meetings, one person or small subcommittee can
relay ideas or notes from a bigger group more effectively than if notes and ideas
were coming from various sources.
?
Individuals named by the school as SOIN Contacts will be responsible for the
supporting and promoting the use of Schools-On-I-Net. Responsibilities include:
ensuring that all school computers meet the hardware and software requirements
for use of the SOIN system; reporting comments and feedback from users to
SOIN; helping to schedule meetings; helping users with basic tasks on SOIN.
?
Data Migration (SOIN Templates
SOIN will provide data templates for student, parent and staff information as well
as class, schedule and class list information. This contact will be providing
information from the current student information system in the templates provided
by SOIN.
?
The SOIN team performs internal testing on the set up and live servers. The
system is very complex and offers a great deal of flexibility. You may have
specific uses for the system and therefore, after the implementation of the
platform, or of an enhancement or new feature, SOIN will ask you to test or pilot
parts of the system.
?
SOIN provides extensive tools for performing website tasks, i.e., News and Event
Private and Confidential. Not for distribution. LICENSE AGREEMENTSOIN_
SCHOOL_RTFJul2007.rtf Page 20 of 20
management. It will be your school’s responsibility to appoint individuals to be
responsible for such tasks. SOIN will be available as “back up” support in case
an urgent situation arises or if the task cannot be carried out through SOIN’s
pages.
