Intellectual Property License Agreement
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT
(this “Agreement”) is by and between
2363 St. Davids Square
Kennesaw, Georgia 30152, USA
Company name and
TenStep, Inc. (hereinafter referred to as “we,” “us” or
“our”) will license the TenStep Project Management Process®
(the “Process”), available at
www.TenStep.com, and any other related products specified below
(collectively, the “Content”) to
Company name (hereinafter referred to as “you” and “your”) in
accordance with the terms and conditions of this Agreement.
a) The term “users” refers to
all project managers and team members that utilize the Content or that
work on teams that utilize the Content. The term “users” may
include contract personnel only for the period of time such contractors
are under contract with your company.
License and Fees
Subject to the terms and conditions
set forth in this Agreement, we hereby grant to you a limited use,
non-exclusive, non-transferable licenses to utilize the Content as your
project management methodology as set forth herein. This license gives
you the right to use, alter, modify, adapt, create derivative works
from, the Content as appropriate for use by your company for its
In consideration of the licenses of
the Content, you will pay us a license fee of [$_____] (the
"Initial Fee”). This license fee is based on you having up to
xxxxx (xx) users of the Content. If your
number of users consistently exceeds xxxx,
the license fee will need to be renegotiated. Any license fee paid
previously will be applied to the new license fee.
For the Initial Fee, we grant to you (i) a perpetual license, subject to
termination, to access and utilize all of the Non-premium Content, including all Non-premium Content
created in the future, and (ii) a limited license to access and utilize
the Premium Content for one year after we send userids and passwords to
you, including all updates to the Premium Content.
Your website access rights are described at
a) Each set of passwords issued to you by us for access to the Premium
Content will cover a period of one year from the issue date. After the
applicable one-year period, your passwords to access the
b) A renewal invoice will be
sent to you prior to the time your passwords expire in the then current
term. The renewal fee in each such invoice will be 15% of the list price
for the applicable licenses granted to you with the same options at the
time of the renewal.
c) License prices are subject
to change without notice to reflect the increased value provided.
However, in no case shall the renewal fee increase by more than 10% over
the prior year’s renewal fee. For the first renewal period, the fee is
based on 15% of the original standard list price at the time the license
d) If you elect to pay the
renewal fee, your license to the Premium
Content will renew for
an additional one year period upon our receipt of the renewal fee. We
will issue a new set of passwords for each renewal period.
e) If you elect not to pay the
any renewal fee, your access to the Premium
Content will terminate upon the expiration of
the then current passwords. However, all of the other terms of this
Agreement will remain in effect, including your continued rights and
obligations to utilize the Non-premium Content
. At your request, we will also mail you a CD
containing the Premium Content as of
the time that your access expired. The content of the CD can only be
shared with authorized users of the Non-premium Content.
f) If you elect not to pay the
renewal fee when due, you can subsequently choose to renew your license
to the Premium Content at a later time. In this case, your total renewal
fee will also include any and all renewal fees that would have been paid
since the last renewal period lapsed.
This Agreement is between “you” and
“us”. No other individuals or companies are covered, and no one else has
the licensed right to use the Content unless added under a separate
agreement. This license does not give you the right to sublicense,
publish, display, give, export or distribute, sell, or resell the
Content or use the Content for any other purpose, or any process based
on the Content, to any third-party company or individual without our
prior written consent. This license also does not give you the right to
offer training classes for hire based on the Content or any processes
derived from the Content.
You agree not to share the Content
with other individuals who are not a party to this Agreement, except as
allowed under this Agreement. You agree to use reasonable precautions to
protect all userids and passwords from unauthorized users.
Trademarks and Copyrights
The TenStep Project Management
Process, website, and all associated material remain our property. The
“TenStep Project Management Process” name and logo are trademarked to
TenStep, Inc., and all of the Content is under copyright protection. This does not preclude you from adding new and
original content to the Content for use within your company. You will
own the intellectual property rights to any original content that you
add to supplement our material. You agree that
we may include your company name as a licensed user of the Content.
(For TenStep PB licensed users - The
TenStep PB product is a derivative work of "A Guide to the Project
Management Body of Knowledge, Thirde Edition" (PMBOK® Guide,
copyright 2004), which is copyrighted
material of and owned by, the Project Management Institute, Inc. (PMI),
copyright 2004. This publication has been developed and reproduced with
the permission of the PMI. Unauthorized reproductions of this material
is strictly prohibited. The derivative work is the copyrighted material
and owned by, TenStep, Inc. copyright © 2003.)
Warranties Disclaimed and
Limitation of Liability
The value that you receive from the
Content is based on the implementation and use within your company. You
assume all risk as to the use of the Content. There can be no refunds of
license fees, including renewal fees, after they are paid. There is no
stated follow-up support provided with this Agreement. THE CONTENT IS
LICENSED “AS IS” WITH NO EXPLICIT OR IMPLIED WARRANTIES OF ANY KIND
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL,
DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
PROFITS OR INABILITY TO USE THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT WILL OUR LIABILITY FOR ANY DAMAGES OR LOSS TO YOU OR THIRD PARTY
EXCEED THE LAST FEES ACTUALLY PAID BY YOU FOR THE CONTENT.
Additional Products (if applicable)
(If you also license TenStep PB - You are also
receiving a license grant to utilize the TenStep PB Framework™ ™, available at
which is hereby deemed to be Content. The same licensing terms
specified in this Agreement for the Content also apply to your use of
the TenStep PB Framework™, with the following exception. Modifications can be made to
all TenStep supplemental content (sections designated as “TS”) and all
templates, and new material can be added as needed by your organization.
However, the base PMBOK® Guide Third Edition (copyright 2004) content
in the TenStep PB product may not be altered without the expressed
permission of the Project Management Institute, Inc. (PMI).)
(If you also license SupportStep
- You are
also receiving a license grant to utilize the SupportStep Application
Process™, available at
www.SupportStep.com, which is hereby
deemed to be Content. The same licensing terms specified in this
Agreement for the Content also apply to your use of the SupportStep
Application Support Process.)
(If you also license PMOStep - You are
also receiving the licensed rights to utilize the PMOStep Project
Management Office Framework™,
www.PMOStep.com, which is hereby
deemed to be Content. The same licensing terms specified in this
Agreement for the Content also apply to your use of the PMOStep Project
Management Office Framework.)
Effective Date and
This Agreement is effective after we
receive the Initial Fee and a signed copy of this Agreement from you and
will continue until terminated. The passwords for accessing Premium
Content are effective on the day we send them to you. You may terminate
this Agreement at any time. We may terminate this Agreement if you
breach any term of this Agreement and fail to cure that breach within 10
days after receipt of written notice from us. Upon termination, you
agree to destroy all copies of the Content in your possession and
provide written notice of such destruction.
This Agreement shall be interpreted
and construed in accordance with the laws of the State of Georgia.
If any provision in this Agreement
is determined by a competent authority to be unenforceable, all other
provisions of this Agreement shall continue in full force and effect.
If any of these circumstances occur, then the parties agree to endeavor
in good faith to negotiate such amendment or amendments to this
Agreement as will restore the relative desired benefits and obligations
of the parties under this Agreement immediately prior to such holding,
modification or condition.
The headings of each paragraph of
this Agreement are inserted solely for the reader’s convenience, and are
not to be construed as part of the Agreement.
We may assign this Agreement to our
successors and assigns. You may assign this Agreement to any company,
which directly or indirectly controls you or is controlled by you or is
under common control with you, provided that the assignee expressly and
in writing assumes all of your obligations hereunder. You may make no
other assignment without our written consent.
All notices under this Agreement
shall be in writing and shall be delivered to the address provided above
and shall be deemed effective (i) immediately upon personal delivery;
(ii) the day after delivery to a reputable overnight courier; or (iii)
three (3) days after mailing by certified mail (return receipt
requested) with all postage and charges prepaid.
This Agreement constitutes the
complete agreement of the parties with respect to the licenses granted
hereunder. This Agreement supersedes all prior proposals and
understandings, whether oral or written, with respect to such subject
matter, and may be modified only be a writing signed by both parties.
Either party’s waiver of, or failure to exercise, any right provided for
in this Agreement shall not be deemed a waiver of any further or future
right or provision under this Agreement.
IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by a duly authorized