ENERGY EXEMPLAR LLC
LICENSE AGREEMENT
modifications to Data Formats made available to Licensee by EE.
2. LICENSE GRANT. EE hereby grants, and Licensee
hereby accepts, subject to the terms and conditions of this Agreement, a limited, non-exclusive, non-sublicensable, non- transferable, license to use the Licensed Deliverables as set forth herein (the “License" ) and as set forth on or limited by Exhibit A hereto. Licensee shall not have any rights to the Licensed Deliverables except as expressly granted in this Agreement. EE reserves to itself all rights to the Licensed Deliverables not expressly granted pursuant to this Agreement.
3. COPYRIGHT and TITLE. The Licensed Deliverables
and any copy thereof, in whole or in part, and all copyrights, trade secrets and other proprietary rights therein are and will remain the sole property of EE, regardless of the use made by Licensee of the same and in any format; and are protected by certain United States and international copyright laws and trademark laws. The License confers no title of ownership in the Licensed Deliverables and is not a sale of any rights in the Licensed Deliverables. Licensee shall treat the Licensed Deliverables with at least the same standard of care as it treats any other material copyrighted and/or trademarked by a third party, in no case less than a reasonable standard of care.
4. WARRANTY and INDEMNITY. EE shall defend,
indemnify and hold harmless Licensee, its parent company and their respective affiliates, directors, officers, employees, agents and representatives from and against any losses, damages, liabilities, expenses (including reasonable attorneys’ fees), and judgments based on third party claims that Licensee’s
authorized use of the Software violates or infringes any U.S. patent that has issued as of the Effective Date, copyright, trademark, or trade secret; provided that (a) Licensee gives EE prompt written notice of the claim; (b) EE has full and complete control over the defense and settlement of the claim; (c) Licensee provides assistance in connection with the defense and settlement of the claim as EE may reasonably request; and (d) Licensee complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials). EE shall have the right to settle the claims of any claimant(s) in its reasonable discretion. EE will have no obligation under this Section 4 for any infringement to the extent that it arises out of or is based upon: (i) any unauthorized combination, operation, or use of the Software if such infringement would have been avoided but for such
combination, operation, or use; (ii) designs, requirements, or specifications for the Software required by or provided by Licensee, if the alleged infringement would not have occurred but for such designs, requirements, or specifications; (iii) use of the Software outside of the scope of the License; (iv) Licensee’s failure to use the latest release of the Software or to comply with instructions provided by EE, if the alleged This License Agreement (the “Agreement"s ) is
entered into as of January 7, 2020 (the "Effective Date") by and between Energy Exemplar LLC, a California limited liability company ("EE"), and the City of Santa Clara dba Silicon Valley Power, a not-for-profit municipal electric utility with offices located at 1500 Warburton Avenue, Santa Clara, CA 95050 ("Licensee").
RECITALS
WHEREAS, EE is the licensor of the PLEXOS®
software application and related software and materials, and Licensee desires to obtain a license to such software and materials.
AGREEMENT
NOW THEREFORE, in consideration of the above
premises and the mutual promises set forth below and subject to the terms and conditions hereof, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS. For purposes of this
Agreement, the term “ Information” refers to information resulting from the use of any or all of the Licensed
Deliverables; provided that such definition does not include the actual Licensed Deliverables. The term "Licensed Deliverables" shall mean any and all of the following:
a. SOFTWARE. The term “Software""" refers to (i) the
PLEXOS® for Power Systems electric power simulation
and modelling software, (ii) any Add-ons as described on EXHIBIT A hereto (the “Add-ons”), and (iii) any updates, upgrades, or modifications to the Software made available to Licensee by EE.
b. DATABASE. The term “Database " refers to any
database, delivered by EE, including any updates,
upgrades, enhancements, or modifications to the Database made available to Licensee by EE.
c. LICENSED MATERIALS . The term “Licensed
Materials" refers to any and all materials including
documentation and support material in hard copy and
electronic format (if available) designed to assist Licensee in the understanding, application, capability, maintenance, or use of the Licensed Deliverables which are delivered to Licensee by EE pursuant to and/or during the term of this Agreement, and any updates or modifications thereof
made available to Licensee by EE.
d. DATA FORMATS. The term “Data Formats” refers to
the formats for the Database, data delivered pursuant to any Add-ons, and any updates, upgrades, enhancements or infringement would not have occurred but for such failure; or (v) any modification of the Software not made by EE where such infringement would not have occurred absent such
modification. Licensee will reimburse EE for any costs or damages that result from these actions. This Section 4 states EE’s sole and exclusive liability, and Licensee’s sole and exclusive remedy, for the actual or alleged infringement by EE of any third-party intellectual property right by the Software.
5. USE OF INFORMATION. Information including any
data modifications the Licensee may make to the Database is for Licensee's use for its own internal business purposes, except with respect to any exceptions set forth on EXHIBIT A hereto, if any. Internal business purposes shall include customary business interactions, and/or interactions with regulators in regulatory proceedings to which Licensee is or may be a party, provided that such interactions do not involve disclosure of a material portion of the Database or disclosure of Information using the Data Formats. Use of Information is subject to the terms of use set forth in Sections 11 and 12 below, and the restrictions set forth in this Section will survive the termination of this Agreement. To the extent Licensee uses the Licensed Deliverables to produce Information, EE hereby waives any claims of ownership to such Information, subject to the use restrictions placed on the Information set forth in Sections 11 and 12 of this Agreement. If there is unauthorized use by anyone who obtained access to the Licensed Deliverables directly or indirectly through Licensee, Licensee shall take all steps reasonably necessary to terminate the unauthorized use.
Licensee will cooperate and assist with any actions taken by EE to prevent or terminate such unauthorized use.
6. TERM, FEE AND PAYMENT. The License granted by
this Agreement shall be for an initial term as set forth on EXHIBIT A hereto which shall begin as of the Effective Date, In consideration of the License rights granted above, Licensee shall pay the Fees set forth on Exhibit A hereto due on the Effective Date or as otherwise set forth on Exhibit A. At the end of the initial term and each renewal term (if any), the License shall automatically renew for subsequent one-year terms, unless terminated in accordance with Section 13 below; provided that EE shall notify Licensee of such automatic renewal at least
60 days prior to the end of the then-current
term. The fees for a subsequent term shall reflect adjustments for inflation or other increases in costs or value associated with improvements in the Licensed Deliverables; provided that EE shall notify Licensee of a price change at least 60 days before the end of the then-current term, and shall be due at the commencement of such subsequent term. All amounts payable hereunder by Licensee shall be payable in United States funds.
The Licensee agrees to pay any and all fees, assessments, and taxes associated with the amounts due under this Agreement.
A finance charge shall be imposed on all account balances outstanding over 30
days from the date of invoice. The finance
charge is 1 ½% per month or the highest rate allowed under applicable law, whichever is lower. During the term of this Agreement and for three years thereafter, Licensee will keep current, complete, and accurate records regarding the
reproduction, installation, and use of the Software. Licensee will provide such information to EE and certify that it has paid all fees required under this Agreement within 15 business days of any written request, so long as no more than one request is made in any twelve-month period. Licensee will, after
reasonable prior notice from EE, provide EE and its
representatives reasonable access to Licensee’s premises, records, and personnel so that EE may audit and confirm that Licensee complies with this Agreement. If an audit reveals any reproduction, installation, use, or distribution of the Software or any Licensed Deliverables that is not compliant with this Agreement, Licensee will promptly comply with this
Agreement and make an additional payment as contemplated by this Agreement, plus interest at the rate specified in this Section 6. If the amount of the underpayment is 5% or greater, Licensee will promptly reimburse EE for its reasonable costs of conducting such audit.
7. ASSIGNMENT. Licensee shall not assign or otherwise
transfer the License granted hereby or the rights granted hereunder without the prior written consent of EE. A request by Licensee to assign or otherwise transfer the License granted hereby must be in writing and EE shall have absolute, complete and unqualified discretion in granting or denying such request.
Any attempt to assign or otherwise transfer any of the rights, duties or obligations hereunder by Licensee without
compliance with this Section is and shall be void ab initio. EE shall be permitted to assign this Agreement to any successor to all or substantially all of the assets of EE or to the division or business unit of EE that provides the applicable Software and/or services hereunder, whether by merger, acquisition, asset sale, exclusive license, stock sale or otherwise.
8. PERMISSION TO COPY LICENSED
DELIVERABLES. Licensee may copy the Licensed
Deliverables only as reasonably necessary to support a use authorized under this License. Licensee shall maintain and place on any copy of the Licensed Deliverables which it reproduces any notice(s) and/or legend(s) embedded in and/or affixed to the Licensed Deliverables. Licensee shall reproduce and include the copyright notice on any copy. All copies of the Licensed Deliverables, whether provided by EE or made by Licensee as permitted by this Agreement, shall remain the property of EE. All other copying is prohibited.
9. UPDATES AND SUPPORT SERVICES. Unless
otherwise stated on EXHIBIT A hereto, EE will provide to the Licensee updates to the Software, Database, and, if applicable, the Add-ons when such updates are made available by EE, in its sole discretion. Such updates will be made available to Licensee so long as Licensee is a current licensee of the applicable Software, Database, or Add-on and is not in breach of this Agreement EE will provide Licensee with support with respect to the Licensed Deliverables as long as Licensee is not in breach of this Agreement. The support to be provided in using the Licensed Deliverables means support by phone, email, or mail request(s) to EE for help on incidental needs related to use of Software.
10. TRADE SECRETS. The Licensed Deliverables are trade
secrets of EE and contain valuable proprietary products and trade secrets of EE, embodying substantial creative efforts and such Confidential Information disclosed. Licensee’s
obligations under this paragraph will survive the termination of this Agreement or of any License granted under this Agreement for whatever reason,
12. OTHER RESTRICTIONS. Licensee may not rent, loan,
license, sublicense, market, or sell the Licensed Deliverables and/or Information or copies thereof, in whole or in part, to any party, except as may be specifically provided on EXHIBIT A hereto. Licensee hereby agrees (i) to notify its employees and agents who may have access to the Licensed Deliverables or Information of the restrictions contained in this Agreement and (ii) to ensure their compliance with such restrictions.
13. TERMINATION. If a party hereto provides a written
notice to terminate to the other party at least 30 days prior to the end of the initial term or any subsequent term set forth in Section 6 and, with respect to Licensee, ceases use of the Licensed Deliverables on or prior to the end of the then current term, the License granted herein shall terminate at the end of that term. EE may immediately terminate this Agreement, or any License granted under it, by giving Licensee written notice of termination if Licensee commits a material breach hereof.
Upon any termination of this Agreement, Licensee shall cease all use of the Licensed Deliverables, destroy or return to EE all copies of the Licensed Deliverables then in Licensee’s
possession and take such other actions as EE may reasonably request in writing to ensure that no copy of the Licensed Deliverables remain in Licensee’s possession. If Licensee terminates this Agreement with or without cause, there shall be no refund of any fees paid or due to be paid.
14. COMPLIANCE WITH LAWS. Licensee will comply
with all applicable export and import control laws and
regulations in its use of the Information and Licensed
Deliverables and, in particular, Licensee will not export or re- export the Information or Licensed Deliverables without EE’s prior written consent, and, if such consent is granted, without Licensee first obtaining all required United States and other government licenses. Licensee shall obtain at its expense all necessary licenses, permits and regulatory approvals required by any and all governmental authorities as may from time to time be required in connection with its activities related to this Agreement To the extent permitted by applicable law,
Licensee will defend, indemnify, and hold harmless EE from and against any violation of such laws or regulations by Licensee or any of its agents, officers, directors, or employees.
15. DISCLAIMER OF WARRANTY. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, THE
LICENSED DELIVERABLES AND INFORMATION
DERIVED THEREFROM ARE PROVIDED "AS IS"
WITHOUT WARRANTY OF ANY KIND, ORAL,
WRITTEN, STATUTORY, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES
OF PERFORMANCE OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. LICENSEE
BEARS ALL RISK RELATING TO QUALITY AND
PERFORMANCE OF THE LICENSED MATERIALS
AND TO THE ACCURACY AND USE OF THE
confidential information, ideas, and expressions. Licensee shall take appropriate action to protect the confidentiality of the Licensed Deliverables. Licensee shall not modify, translate, disassemble, create derivative works based on, reverse- assemble, reverse-compile or otherwise reverse-engineer the Licensed Deliverables in whole or in part. The provisions of this section shall survive the termination of this Agreement.
11. CONFIDENTIALITY. All information that either party
receives from the other that is marked “confidential” by the disclosing party (hereinafter the “Disclosing Party” ) or that would reasonably be considered confidential by a party
experienced in the industry (hereinafter “Confidential
Information”) shall be kept confidential, and each party agrees to treat (and take precautions to ensure that its employees treat) the Confidential Information as confidential in accordance with the confidentiality requirements and conditions set forth below.
Each party agrees, during the term hereof and for a period of five years thereafter, to keep confidential all Confidential Information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof with at least the same standard of care with which it protects the
confidentiality of similar information and data of its own (at all times exercising at least a reasonable standard of care in the protection of Confidential Information); provided, however, that neither party shall have any such obligation with respect to the use or disclosure to third parties of such Confidential Information as can be established to: (a) have been known publicly; (b) have been known generally in the industry on a non-confidential basis before communication by the Disclosing Party to the recipient (hereinafter the “ Recipient’); (c) have become known publicly; (d) have been known otherwise by the Recipient before communication by the Disclosing Party; (e) have been received by the Recipient without any obligation of confidentiality from a source (other than the Disclosing Party) lawfully having possession of such information.
If the Recipient is required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, regulatory processes (including those of self- regulatory organizations), or similar process) in connection with any proceeding to disclose or otherwise becomes legally compelled to disclose any Confidential Information, the Recipient shall provide the Disclosing Party with prompt written notice and, if requested by the Disclosing Party after receipt of such notice, the Recipient shall provide Disclosing Party with reasonable assistance (subject to reimbursement by the Disclosing Party of all reasonable and out-of-pocket expenses incurred by the Recipient in providing such
assistance) so as to enable the Disclosing Party to seek a protective order or other appropriate remedy or waive
compliance with this Agreement. If such a protective order or other remedy is not obtained or if the Disclosing Party waives compliance with this Section 11, the Recipient may disclose Confidential Information, but only such Confidential
Information as it is legally required to disclose (in no event using the Data Formats) in the reasonable opinion of counsel to the Recipient, and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded compensate EE for any breach by Licensee of its covenants and agreements set forth herein. Accordingly, Licensee
acknowledges that the unauthorized use, transfer, or disclosure of the Licensed Deliverables or Information, or copies thereof will (a) substantially diminish the value to EE of the proprietary interest that are the subject of this Agreement; (b) render EE’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (c) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use the Licensed Deliverables or Information, EE shall be entitled to equitable relief to protect its interest therein, including but not limited to, preliminary and permanent injunctive relief. For such purposes, the parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts found within the State of California, and they do agree that venue shall be proper in the State of California. In addition to any other remedies that may be available, EE shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Licensee, without the necessity of proving actual damages.
19. ARBITRATION. Any controversy or claim arising out
of or relating to this Agreement, including, without limitation, the making, performance, or interpretation of this Agreement, shall be settled by arbitration in the State of California, except any action for injunctive relief that may be brought pursuant to the terms of Section 18. Unless otherwise agreed, the
arbitration shall be conducted in accordance with the then current Commercial Arbitration Rules of the American
Arbitration Association. The arbitration shall be held before three arbitrators, one arbitrator chosen by each of the parties and the third arbitrator chosen by the two arbitrators. Each of the arbitrators shall be chosen from a panel of attorneys knowledgeable in the field of business law in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The parties agree that the arbitrators shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive damages (or any other amount awarded for the purpose of imposing a penalty) or any other damages inconsistent with the terms and
provisions of this Agreement. The parties agree that all facts and other information relating to any arbitration arising under this Agreement shall be kept confidential to the fullest extent permitted by law. Any ruling rendered by the arbitrators shall be final and non-appealable and shall be enforceable in any court of competent jurisdiction.
20. ATTORNEY FEES. In case of arbitration or action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.
21. ENTIRE AGREEMENT; AMENDMENT. This
Agreement and Exhibit A together are a binding contract and constitute the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof,
superseding all prior or contemporaneous agreements,
INFORMATION. WITHOUT LIMITING THE
FOREGOING, EE DOES NOT WARRANT THAT ALL
ERRORS CAN BE CORRECTED, OR THAT
OPERATION OF THE LICENSED DELIVERABLES
SHALL BE UNINTERRUPTED OR ERROR-FREE.
Because some jurisdictions may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to Licensee. Any warranties made in this Agreement are for the benefit of Licensee only.
16. LIMITATION ON LIABILITY. IN NO EVENT WILL
EE, ITS SUPPLIERS, SHAREHOLDERS, OFFICERS,
EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST
PROFITS, INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES,
INCLUDING DAMAGES DUE TO LOSS OF DATA OR
GOODWILL, ARISING OUT OF THIS AGREEMENT OR
THE USE OF OR RELIANCE UPON THE LICENSED
DELIVERABLES OR INFORMATION, EVEN IF EE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL EE BE LIABLE FOR
PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS
OR SERVICES OR ANY UNAUTHORIZED USE OR
MISUSE OF ANY LICENSED DELIVERABLES OR
INFORMATION, EXCEPT IN THE CASE OF EE’S GROSS
NEGLIGENCE WITH RESPECT TO SUCH USE OR
MISUSE. LICENSEE ASSUMES RESPONSIBILITY FOR
THE INSTALLATION, USE AND RESULTS OBTAINED
FROM THE LICENSED DELIVERABLES. UNDER NO
CIRCUMSTANCES WILL EE’S TOTAL LIABILITY OF
ANY KIND ARISING OUT OF OR RELATED TO THIS
AGREEMENT (INCLUDING BUT NOT LIMITED TO
WARRANTY CLAIMS), REGARDLESS OF THE FORUM
AND REGARDLESS OF WHETHER ANY ACTION OR
CLAIM IS BASED ON CONTRACT, TORT, OR
OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY
LICENSEE TO EE DURING THE TWELVE MONTH
PERIOD THAT IMMEDIATELY PRECEDES THE DATE
OF LOSS . THE PARTIES AGREE THAT THIS SECTION
SHALL SURVIVE AND CONTINUE IN FULL FORCE
AND EFFECT DESPITE ANY FAILURE OF
CONSIDERATION OR OF AN EXCLUSIVE REMEDY.
THE PARTIES ACKNOWLEDGE THAT THE PRICES
HAVE BEEN SET AND THE AGREEMENT ENTERED
INTO IN RELIANCE UPON THESE LIMITATIONS OF
LIABILITY AND THAT ALL SUCH LIMITATIONS FORM
AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN
THE PARTIES. BECAUSE SOME STATES MAY NOT
ALLOW THE EXCLUSION OR LIMITATION OF
CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH
LIMITATIONS MAY NOT APPLY TO LICENSEE.
17. GOVERNING LAW. This Agreement shall be governed
by and construed under the laws of the State of California, U.S.A.
18. REMEDIES. Licensee agrees that the obligations of
Licensee provided herein are necessary and reasonable in order to protect EE and its business interests, and Licensee expressly agrees that monetary damages alone may be inadequate to If to EE, to the address set forth on the signature page hereto with a copy to:
Kunzler, PC
Attn: James Platt
50 W. Broadway, 10th Floor
Salt Lake City, Utah 84101
Email: [email protected]
If to Licensee, to the address on the signature page hereto, Any party may change its address or email address for
notification purposes by giving the other party Notice of the new address or email address and the date upon which it will become effective in accordance with the terms of this
Section. A Notice shall be deemed to have been received as of the next business day in the jurisdiction of its receipt following its transmission by electronic mail.
27. INVOICES. Any invoices to Licensee hereunder (herein referred to as an “Invoice”) shall be in writing sent as set forth in Section 26. If sent via facsimile or other electronic transmission, the Invoice shall be deemed to have been
received as of the next business day in the jurisdiction of its receipt following its transmission.
28. MUTUAL WARRANTIES. Each party represents and
warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party's execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
representations, communications, promises and
understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties.
22. NON-WAIVER. No waiver of any provision of this
Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.
23. NO THIRD-PARTY BENEFICIARIES . Nothing in
this Agreement, express or implied, is intended to confer on. any person, other than the parties to this Agreement, any right or remedy of any nature whatsoever.
24. SEVERABILITY; BINDING EFFECT. If any
provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be in any way impaired.
This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and, to the extent permitted by Section 7, assigns.
25. FORCE MAJEURE . EE will not be liable for or be
considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond EE’s reasonable control, so long as EE uses all commercially reasonable efforts to avoid or remove such causes of non- performance.
26. NOTICES. All notices, consents, and other
communications permitted or required to be given hereunder (herein referred to as a “Notice”) shall be in writing or delivered by electronic mail and addressed as follows:
IN WITNESS WHEREOF, this License Agreement is executed as of the Effective Date and Licensee agrees to be bound by the terms and conditions hereof.
Exhibit a
Fees, Additional Support, Term, Scope of License and Add-ons
1. Additional Support:
In addition to the support services provided pursuant to Section 9 of the Agreement, EE will provide sixteen hours of EE standard training (via web based communications, including EE offered webinars) on the use of the Licensed Deliverables at no additional charge, eight hours of which training must occur within the first three months of the Effective Date and the remainder in the following three months thereafter,
2. Fees:
A fee of $64,200 (the" Software Fee”) for the use of the Licensed Deliverables during the Initial Term. Any training on the use of the Licensed Deliverables or Information using web-based communications or pursuant to on-site training (provided that any travel expenses/time will be paid by Licensee for on-site training) beyond the training specified above, including any customized or Licensee-specific training, shall be billed at $2,500 per day. Professional services and consulting beyond support described above and in Section 9 of the Agreement shall be arranged for under separate service agreements between EE and Licensee. While EE will provide a quote for requested services, neither party is obligated to enter into these separate professional service agreements. Additional fees are subject to change upon renewal of the License.
3. Initial Term:
Twelve months.
4. Scope of License:
The Licensed Deliverables may be installed on one Licensee-owned or leased computers in the United States for use by Licensee employees for modeling electricity markets in the United States. If the Licensed Deliverables are used on more than one Licensee computers at once, Licensee will be subject to additional fees and EE shall have the right to immediately suspend the License.
Licensee hereby agrees that solvers provided by Xpress-MP are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
For the avoidance of any doubt, by using the Software, the Licensee agrees to be bound by the terms of the relevant solver’s license agreements, which can be found at their respective websites. Further, by using an imbedded version of Xpress-MP, Licensee agrees that this Agreement applies mutatis mutandis to Xpress-MP.
5. Add-ons:
None.