LMKR UNIVERSITY GRANT AGREEMENT


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These license terms and conditions and the Standard and Extended University Grant Stipulations constitute the entire agreement between LMKR Holdings (“LMKR”) (or based where you live, one of its affiliates) and the University (“University”). PLEASE READ THEM CAREFULLY. These terms apply to the application(s) software (hereinafter “LMKR Software”, including both GeoGraphix® and GVERSE™ Software Suites), specified in the University Grant Program (UGP) Application Form, to be downloaded by the University after submission and subsequent approval by LMKR of the University’s application to participate in the Program. Acceptance of the terms of this Agreement by University does not obligate LMKR to provide the University with LMKR Software. LMKR reserves all rights to refuse acceptance of the application or grant any license or provide any Software without citing any reason whatsoever. In case where LMKR refuses the grant of the license and/or the LMKR Software this Agreement as accepted at the time of application to participate in the Program shall become null and void.


AGREEMENT


  1. DEFINITIONS.
    Except for terms elsewhere defined in this Agreement which will have the meaning so ascribed, the following terms, when capitalized, will mean as follows:

    “Agreement” means these LMKR Software Terms and Conditions and the Standard and Extended University Grant Stipulations.

    “UGP Application Form” means the online application form available on the University Grant Program page of the LMKR website to be used by universities to apply for a University Grant.

    “Site” includes University-owned or leased property at the address specified in the UGP Application Form.

    “Affiliate” of an entity means any individual, partnership, joint venture, corporation, trust, unincorporated association, or any other entity that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first entity.  “Control” and its derivatives mean, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting shares, by contract, or otherwise.

    “Permitted Assign(s)” means any company or individual that LMKR has bestowed rights via a contractual relationship to provide LMKR Software or Services on LMKR’s behalf.

    “On-Site” is defined as any representative or employee of LMKR or an LMKR Affiliate or any employee or representative of an agent of LMKR physically present on the University's premises to perform services of any kind, including installation of LMKR Software, or consulting services.

    “University Grant Administrator” means a permanent employee of the University designated as University Grant Administrator who will be the principal point of contact.  All defect and enhancement questions (Corrective Service), concerning the LMKR Software applications listed in the UGP Application Form and provided under this Agreement shall be directed through the University Grant Administrator.  The University is required to provide appropriate levels of training for the person(s) designated as the University Grant Administrator(s).

    “LMKR Program Manager” means an LMKR employee designated to act as Program Manager to the University. The LMKR Program Manager will monitor progress of the university’s program, act as a regular point of contact for the university and provide overall coordination of the grant with respect to administration and contracts. Contact information for LMKR Program Manager is specified on the LMKR University Grant Program page on the LMKR website, i.e., http://www.lmkr.com/program/university-grants

    “LMKR Software” includes both GeoGraphix® and GVERSE™ Software Suites granted to the University under this Agreement. Manufacturer is LMKR Holdings under license from Landmark Graphics Corporation/Halliburton for GeoGraphix® Software and solely LMKR Holdings (including its parent company, wholly owned subsidiaries and assigns)  for GVERSE™ Software Suite.

  2. TERM. 
    LMKR Software licenses shall be granted to the University for a thirty-six (36) month term (hereinafter the "Initial Term").  Upon expiry of the Initial Term, the  Agreement shall renew automatically for successive One (01) year periods (“Renewal Term(s)”), unless terminated earlier in accordance with the Agreement (Collectively the “Term”). At the time of termination, the University shall remove the LMKR Software from University Systems; the University shall offer LMKR proof of destruction of the Software.

  3. LICENSE GRANT.
    LMKR grants to the University a nonexclusive, nontransferable license to make educational use of the object version of the LMKR Software or portions thereof solely for the University's own non-commercial use during the Term of the Agreement.

  4. COMMERCIAL USE. 
    The LMKR Software is made available for the sole purposes of University-sponsored teaching and research and use with federal, or state originated University projects.  The University shall not use the LMKR Software thus granted in any of the following manners:

    LMKR may terminate this Agreement if the University fails to comply with these terms and conditions, provided LMKR gives the University ten (10) days’ notice prior to the proposed termination, during which time the University fails to cure the breach to LMKR’s reasonable satisfaction.  Upon termination, the University must return to LMKR all LMKR Software copies and documentation, including modified or merged portions in any form, or provide LMKR written confirmation that the University has destroyed the LMKR Software.

  5. ANNUAL REVIEWS AND AUDITS. 
    During the Term of this Agreement and for two (02) years thereafter LMKR shall have right and access to make annual reviews of performance and audits as follows:

  6. TAXES, TARIFFS, DUTIES.
    LMKR is not responsible for the payment of any and all taxes, including, but not limited to, fees, duties, assessments, tariffs (of any kind), national insurances or any other form of government charge levied against the LMKR Software or the provision of services under this Agreement.  The University shall be fully responsible for such taxes, including sales, use excise taxes and Value Added Taxes.  If the University is exempt from any such tax, the University will provide LMKR with the necessary documentation required by the taxing authority to sustain such exemption.  Furthermore, the University shall pay any and all taxes, fees, duties, assessments, licenses, tariffs (of any kind), national insurances or any other form of government charge assessed against the LMKR Software or provision of services under this Agreement.

  7. DELIVERY AND TITLE.

  8. TRAINING:

  9. INTELLECTUAL PROPERTY RIGHTS.
    The University shall grant to LMKR a non-exclusive, royalty free irrevocable fully paid up license to use, copy, sublicense and modify all copyrightable derivative works of the prospective Software created by the University. This clause shall survive in perpetuity.  The University will grant to LMKR a “right of first refusal” option to license any other intellectual property rights to inventions developed by the University arising from, related to and/or based upon the prospective Software.  Remuneration will be negotiated on a case-by-case basis.

  10. LIMITATIONS OF LIABILITY AND INDEMNIFICATION.
      EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO REPRESENTATIONS OR WARRANTIES BY LMKR, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THIRD-PARTY CLAIMS OF INFRINGEMENT ON THE INTELLECTUAL PROPERTY RIGHTS OF THE THIRD PARTY, NEITHER LMKR NOR ITS SUPPLIERS WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF DATA, PROFITS, OR USE OF HARDWARE) TO THE UNIVERSITY OR ANY OTHER PARTY. IN THE EVENT THE REMEDIES OF THE UNIVERSITY SET FORTH HEREIN FAIL OF THEIR ESSENTIAL PURPOSE, THE SOLE OBLIGATION OF LMKR SHALL BE TO ACCEPT RETURN OF THE LMKR SOFTWARE.

    University hereby indemnifies and holds LMKR and its Affiliates harmless from and against any and all claims, losses, damages, penalties, interest, costs or expenses (including attorneys’ fees) arising from or relating to any breach of any representation, warranty or covenant of University in this Agreement.

  11. TERMINATION.
  12. GENERAL.

  13. SURVIVORSHIP OF TERMS AND STIPULATIONS.
    The terms and stipulations set forth in Articles 5, 7, 8.2, 10, 11, 12.3, 13.4, 13.5, and 13.8 shall survive the termination or expiration of this Agreement.



ATTACHMENT “A”
LMKR UNIVERSITY GRANT PROGRAM
STANDARD UNIVERSITY GRANT STIPULATIONS


LMKR and the University hereby agree to the following Standard University Grant Stipulations:
  1. REPORTING MECHANISMS. LMKR requires all university grant partners to complete a semi-annual Progress Report summarizing the activities, status, and plans of all active projects at the University involving LMKR Software. These reports will coincide with the expiry and renewal of each 6-month license, and must be completed electronically in the format provided by the Program Manager and returned before the next batch of license files can be issued to the University.

    Additionally, the University shall provide advance notice of all University sponsored workshops, presentations, and conferences which involve LMKR provided software applications.

  2. DATA SETS. LMKR anticipates that any non-proprietary or public domain data used in conjunction with the LMKR Software will be available on a non-exclusive basis to LMKR for public relations, training, testing and marketing purposes. LMKR data set requests may include data documentation, copies of the data in its original format and copies of the same data in LMKR format.  Any duplication costs will be paid by LMKR.

  3. WRITTEN MATERIALS/PUBLICATIONS/ACKNOWLEDGEMENTS. The University may publish three (03) articles per year on a voluntary basis during the Term of the Agreement referencing LMKR Software.  The University will inform the Program Manager in advance of publication, of the titles of any articles, reports, or other publications which have been submitted and/or accepted for publication along with the date and place of any publications or pending publications relating to projects or research work done with the assistance of LMKR Software.  All written materials, published or unpublished, containing and/or discussing work done with the assistance of LMKR Software, will acknowledge LMKR Holdings, the LMKR University Grant Program, and the grant of applications software provided to the University. Acknowledgments shall carry the following or similar wording: “University Name acknowledges support of this research/project by LMKR HOLDINGS via the LMKR University Grant Program.”

    The University will also make non-confidential written materials available to the LMKR University Grant Program and allow their distribution to LMKR employees, clients, customers, and selected industry representatives within the laws of copyright.  Reproduction costs for large quantities of publications to be distributed as described above will be borne by LMKR.  LMKR expects that each completed project will result, at a minimum, in the submission of a project summary “white paper” to LMKR, via the LMKR Program Manager.

  4. INDUSTRY TRADE SHOWS/UNIVERSITY PRESENTATIONS. Periodically, LMKR may invite certain universities to display their work at industry trade shows.  Should university personnel schedules permit trade show participation, LMKR will sponsor the university group, supply booth space and equipment, and subsidize travel, food, and lodging expenses for the designated university personnel.  In such cases the University partners are expected to supply the appropriate domain experts, demonstration data set(s) of their work, and to develop cohesive interactive workstation demonstrations around their data, using LMKR Software.  This is and shall not be an endorsement of any products/services of LMKR by the University.>

    LMKR may also request that select individuals formally present their work to LMKR personnel at Company facilities.  In such cases, schedules and expenses will be handled in a manner similar to industry trade show participation described in the preceding paragraph.

  5. LMKR USERS MEETINGS. LMKR sponsors annual users meetings throughout the year in various cities worldwide.  Active university software grant partners may be invited to attend and give presentations concerning LMKR-related work at their university sites.  Registration, travel and lodging expenses for university participants to the users meeting are not paid by LMKR.

  6. APPLICATION SOFTWARE DEVELOPMENT. The University shall grant LMKR a “right of first refusal” option to license any software or software prototypes developed by professors, students or researchers utilizing any aspect of the LMKR Software, specified in the UGP Application Form and granted under this Agreement, for further evaluation, development, production and/or marketing.  Remuneration will be negotiated on a case-by-case basis.

  7. INSTRUCTIONAL DOCUMENTATION, TEACHING MATERIALS. The University shall grant LMKR a “right of first refusal” option to license of any instructional documentation, course outlines and/or teaching materials (alone or in conjunction with existing LMKR materials) developed by professors, students, or researchers utilizing any aspect of the LMKR Software, specified in the UGP Application Form and granted under this Agreement, for further evaluation, development, production and/or marketing.  Remuneration will be on a case-by-case basis.

  8. CURRENT VERSION.  The University agrees to install and run the latest version of LMKR Software available to all licensees of LMKR Software within 180 days of it general access release date.

  9. CLASSROOM INSTRUCTION. The University may include LMKR Software in the curriculum within one class of a minimum of 20 students on a voluntary basis during the Term of this Agreement.

  10. FACULTY TRAINING.  During first six months of the Term of the Agreement at least one (1) faculty member will agree to obtain the necessary training required to properly instruct students in the use of LMKR Software. This training may be obtained by attending LMKR training courses, taking any relevant computer-based training modules and/or self-study.  LMKR will not be responsible for any expenses associated with this training.

  11. KNOWLEDGE ARTICLES.  The University may provide LMKR technical papers or white papers on a voluntary basis leveraging LMKR Software to include on the LMKR customer support portal.  The publication of the knowledge articles will cite the University personnel as the author, but will not result in compensation for the University.

ATTACHMENT “B”
LMKR UNIVERSITY GRANT PROGRAM
EXTENDED UNIVERSITY GRANT STIPULATIONS

LMKR and the University hereby agree to the following Extended University Grant Stipulations:
  1. From time-to-time LMKR may request the use of the University’s facilities by LMKR employees for local demonstrations subject to a written agreement and availability.
  2. From time-to-time LMKR may request the use of the University’s facilities by LMKR employees for local customer training subject to a written agreement and availability.
  3. LMKR may, from time to time find it advantageous to enter into separate agreements for the purposes of testing and evaluation of Alpha or Beta version software.  In these cases specific Alpha or Beta test agreements will be drawn up between LMKR and the University.  These agreements shall exist separately of the University Grant Agreement.  In the event the University requests evaluation of any LMKR Software whether Alpha, Beta, or production version, the University shall provide an evaluation plan in writing to LMKR along with the request for evaluation.