CL RESEARCH DIMAP ACADEMIC EVALUATION AGREEMENT THIS AGREEMENT is made between CL Research, having its principal place of business at 9208 Gue Road, Damascus, MD 20872, and (organisation) ______________________________ (address) ______________________________ ______________________________ ______________________________ (hereinafter "the University") and is effective as of the date it is signed by CL Research. WHEREAS CL Research has developed certain new products and documentation described in Section 1.1 of this Agreement and wishes to test these products with novel ideas for lexical representations and under conditions likely to be encountered in actual use before their commercial release, and WHEREAS the parties believe it would be mutually beneficial to provide the products and documentation to the University for use, testing and evaluation under the conditions of the University's academic environment, In consideration of agreement by the University to evaluate CL Research's products and documentation, and other good and adequate consideration, including the undertaking by the parties of the obligations herein, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows: I. PURPOSE OF AGREEMENT 1.1 This agreement is entered into for the sole purpose of authorizing the University to receive from CL Research and evaluate certain proprietary computer software and related documentation known as DIMAP, utilities for creating and maintaining dictionaries for use in natural language processing and other applications, and any modifications to them. This evaluation includes an assessment of the suitability of any dictionaries or other output produced in the use of DIMAP. II. DEFINITIONS 2.1 As used in this Agreement (a) "University System" means the University's computer hardware and software, and; (b) "Site" means the University's premises where the University Systems are located, the address of which is: ________________________________________________________________. III. INSTALLATION AND ACCESS 3.1 CL Research grants to the University a non-exclusive, non-transferable license to install and use DIMAP on the University System at the Site in accordance with this Agreement, and the University agrees to provide certain test information to CL Research according to Section 3.2 below. 3.2 The University will complete and deliver to CL Research (a) bug report forms provided by CL Research, (b) copies of any dictionaries developed for research purposes by students or faculty using DIMAP, and (c) descriptions of such dictionaries (if developed by students or faculty in their coursework or research). The University agrees that, in any publications for which supporting dictionaries created using DIMAP, acknowledgement of the use of DIMAP will be made. 3.3 CL Research may make any modification to DIMAP CL Research deems necessary or useful, but CL Research shall not be obligated to make any modification. IV. SUPPORT 4.1 CL Research will provide reasonable telephone support to the University during the term of this Agreement, during regular business hours. V. CONFIDENTIALITY 5.1 For the purposes of this Agreement the term "Information" shall mean any and all information, Data, know-how, technology and documentation related to DIMAP, as well as the characteristics, features and existence of DIMAP. 5.2 CL Research considers all Information to be confidential and proprietary. The University shall not directly or indirectly use any of the Information for any purpose, except as set forth in this Agreement. The University shall not disclose, or permit access to, any portion of the Information to any person unless such person is an employee of the University and has a need to know the Information. The University will identify to CL Research designated persons who shall be responsible for overseeing access to DIMAP. 5.3 The University acknowledges that DIMAP embodies valuable confidential and secret information of CL Research (collectively referred to as Proprietary Information), which is entrusted to the University only for the purposes expressly set forth herein. Except as expressly authorized herein, the University shall not copy, transfer, disclose or permit access to DIMAP or any portion thereof to any other person. The provisions of this Section 5 shall survive termination of this Agreement and shall continue for so long as the University continues to possess or have access to the Proprietary Information. The confidentiality obligations set forth herein shall not apply to such of the Proprietary Information as may become part of the public domain. VI. OWNERSHIP RIGHTS 6.1 All Information, as defined in Section 5.1, and all related rights in patents, copyrights and trade secrets shall at all times, and throughout the world, remain the property of CL Research exclusively. All bug reports and other materials prepared by the University in connection with evaluating and testing DIMAP, including dictionaries and other output generated by the University with DIMAP during this Evaluation shall be the exclusive property of CL Research and not used by the University for any other purpose than evaluating the suitability of DIMAP for the University's purposes or as described in Section 3.2. The University will automatically regain the use of such dictionaries and other output if the University enters into a licensing agreement for the use of DIMAP. VII. DISCLAIMER 7.1 The University recognizes that DIMAP is a test version that may have defects or deficiencies that may not be corrected by CL Research. CL Research DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CL Research BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING BUT NOT LIMITED TO INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, ARISING OUT OF THIS AGREEMENT OF THE DELIVERY, USE, SUPPORT OR OPERATION OF DIMAP. 7.2 CL Research shall have no obligation to complete or release DIMAP as a product. VIII. TERM AND TERMINATION 8.1 The Term of this Agreement shall be twelve (12) months from the date of its execution by the parties, unless terminated earlier as provided in Section 8.2 or upon execution by the University and CL Research of a license agreement. 8.2 CL Research may terminate this Agreement at any time without cause, immediately, upon giving written notice to theUniversity. The University may terminate this Agreement at any time and without cause upon ten (10) days prior written notice, and stop its participation in the testing and use of DIMAP for research. Within five (5) business days of any termination or expiration of this Agreement, the University shall deliver to CL Research all documentation relating to DIMAP, including but not limited to all copies of any diskettes and documentation and any dictionaries or other output created with the use of DIMAP during the evaluation and shall certify in writing to CL Research that such delivery and destruction has been accomplished. 8.3 The provisions of Sections 3.2, 5 and 7 shall survive any expiration or termination of this Agreement and removal of the DIMAP from the Site. IX. RIGHTS TO INJUNCTIVE RELIEF 9.1 Recognizing and acknowledging that any use or disclosure of its Proprietary Information by the University or any employee or agent of the University in any manner inconsistent with the provisions of this Agreement may cause CL Research irreparable damage for which other remedies may be inadequate, the University agrees that CL Research shall have the right to petition for injunctive or other equitable relief from a court of competent jurisdiction as may be necessary and appropriate to prevent any unauthorized use or disclosure of any such information by University, its employees, or its agents, and that, in connection therewith, the University shall not oppose such injunction on the grounds that an adequate remedy is available at law. Such remedy shall be in addition to other remedies available to CL Research. X. MISCELLANEOUS 10.1 This Agreement supersedes all prior agreements and understandings and sets forth the entire agreement between the parties regarding the subject matter. All authorized modification shall be in writing. No assignment of this Agreement or the rights and obligations herein undertaken shall be made by either party without the prior written consent of the other. 10.2 The parties hereto are independent contractors, and nothing herein shall be construed as creating any agency, joint venture, partnership, or other form of business association between the parties. 10.3 This Agreement is made under and shall be construed in accordance with the laws of the State of Maryland and shall be deemed to have been entered into in Montgomery County, Maryland. 10.4 In the event that one or more terms of this Agreement are determined by a court of competent jurisdiction to be void or unenforceable, such determination shall not affect the remaining terms hereof. IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized representatives. Each designated representative of the Recipient must sign this agreement. CL Research ______________________________ 9208 Gue Road ______________________________ Damascus, MD 20872 USA ______________________________ Attn: Kenneth C. Litkowski Attn: ________________________ By: ________________________ By: __________________________ Title: _____________________ Title: _______________________ Date: ______________________ Date: ________________________