TELOS CORPORATION SOFTWARE EVALUATION AGREEMENT
This Software Evaluation Agreement ("Agreement") is made between Telos Corporation, organized under the laws of Maryland, USA (hereinafter called "Telos") and Licensee.
NOTICE- READ BEFORE ACCEPTING
CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE ACCEPTING. ACCEPTANCE OF THIS AGREEMENT INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, REPLY NO TO ACCEPTANCE AND YOUR EVALUATION ACCOUNT WILL BE REMOVED.
This no cost agreement is issued under the Telos Corporation ("Telos") Evaluation Program which will allow Licensee to evaluate the product or products listed below (the "Product") for a period of thirty (30) days (hereinafter the "Agreement"). Licensee shall have no obligation to purchase the Product at the end of the evaluation.
Licensee shall use the Product only as instructed by Telos and only for evaluation purposes. No other license or rights to the Product are granted to Licensee or implied by this Agreement. The Product remains the property of Telos. No copies of the Product shall be made, sold or distributed by Licensee. Licensee shall not reverse engineer, decompile or disassemble the Product or otherwise convert the Product to human-readable form. Licensee will exercise the same care in protecting the Product that it does in protecting its own proprietary software or confidential information of the type described in the following paragraph, provided, however, that Licensee shall not, under any circumstances, use less than reasonable care. THE SOFTWARE AND ACCOMPANYING INFORMATION IS PROVIDED "AS IS," WITHOUT ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO ACCURACY, COMPLETENESS OR FREEDOM FROM DEFECTS.
In furtherance of this Agreement, Telos has made or may make available to Licensee (the "Licensee") confidential information (including proprietary information) which includes, but is not limited to, the Product, Product performance information, test results sales, special marketing information, ideas, technical data and concepts originated by Telos ("Confidential Information"). As used in this Agreement, the term Confidential Information shall include only that data furnished, disclosed, or transmitted to the Licensee, whether disclosed orally or in writing, which is clearly identified by Telos as being confidential. Confidential Information shall not include any information which:
(a) is contained in a printed publication prior to the date of this Agreement;
(b) is or becomes publicly known through no wrongful act or failure to act on the part of the Licensee;
(c) is known by the Licensee without any proprietary restrictions at the time of receipt of such information from Telos or becomes known to the Licensee without proprietary restrictions from a source other than Telos;
(d) is independently developed by the Licensee without reference to the Confidential Information disclosed by the Telos; or
(e) is required to be disclosed by the Licensee to comply with applicable laws or regulations or judicial order, provided that the Licensee provides prior written notice of such disclosure to Telos.
Licensee agrees to receive the Confidential Information in confidence and to safeguard the Confidential Information with the same degree of care as is used by the Licensee to protect its own confidential information, but in no event shall the Licensee use less than a reasonable degree of care. The Licensee further agrees to disclose the Confidential Information only to its directors, officers, employees, representatives, consultants, and agents whose services are required in furtherance of the objectives of the business relationship between the parties, and to require each of its employees to comply with the terms of this Agreement, prior to the disclosure of any Confidential Information to said individuals.
The Licensee shall not make any additional copies of the Confidential Information without the prior written consent of Telos. The Licensee agrees that it will, within ten (10) days after written request by Telos, return or destroy all documents and tangible materials in its possession, which contain any Confidential Information disclosed to the Licensee by Telos hereunder. For materials not returned, the party shall certify that the materials have been destroyed.
Licensee shall use such Confidential Information only in connection with the Product evaluation and shall make no further use, in whole or in part, of any Confidential Information. No rights or obligations other than those expressly recited herein are implied by this Agreement. In particular, no license is hereby granted directly or indirectly under any patent or copyright now held by, or which may be obtained by, or which is or may be licensed by either party.
In the event of the invalidity or unenforceability of any provision of this Agreement under applicable law, the parties agree that such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions of this Agreement.
This Agreement shall not be assignable by Licensee without the prior written consent of Telos and any purported assignment without such consent shall be void. This Agreement shall be binding upon and inure to the benefit of the parties' successors in interest. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and shall supersede all previous communications, representations, understandings, and agreements, either oral or written between the parties or any officials or representatives thereof. This Agreement may not be changed or modified save by a written agreement signed by the parties hereto or by their successors in interest. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without regard to the conflicts of laws or principles thereof.
On or before the termination date set forth below, Licensee will return the Product to Telos. Upon return of the evaluation software, all Licensee rights with respect to the Product will terminate.
Licensee acknowledges that unauthorized disclosure or use of Confidential Information provided by Telos may cause harm and damage to Telos' business which may be difficult to ascertain and which may not be adequately compensated in damages at law. Therefore, Licensee agrees that Telos will have the right to seek and obtain immediate injunctive relief to enforce its rights under this Agreement, in addition to any other rights and remedies it may have.
Except for injunctive relief relating to any unauthorized use or transfer of the Confidential Information by Licensee, any dispute or controversy arising out of or relating to this Agreement, or any modification or extension thereof, including any claim for damages, restitution or specific performance, rescission or reformation, or any combination of such remedies, shall be settled by arbitration conducted in the Commonwealth of Virginia, in accordance with the Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
U.S. patents Nos. 6,901,346; 6,980,927; 6,983,221; 6,993,448; and 7,380,270.