Academic License and Confidentiality
Agreement
This agreement is made the ______ day of ______ 2002 between
Macquarie Library Pty Ltd,
Whereas the Publisher possesses confidential information and expertise in the creation of lexical resources, and specifically controls the copyright in The Macquarie Dictionary and The Macquarie Thesaurus, and the User wishes to assess the suitability of the Publisher’s materials for collaborative development with the Publisher, the Publisher has agreed to supply the User with these materials (hereinafter called “the Text”), and whereas the Agent has converted the Text into machine-tractable forms in the Agent’s Dictionary Maintenance Programs (DIMAP) and other computer programs (hereinafter called “the Software”),
In consideration of the Publisher agreeing to the Text being supplied to the User, and the Agent agreeing to the Software being supplied to the User, the User hereby undertakes:
1. To use the Text and the Software for purposes of assessment and research only and not for profit. Any commercial use of the Text or the Software or use for purposes other than assessment will be subject to a separate agreement to be negotiated between the Publisher and the User or the Agent and the User.
2. Any development work undertaken by the User as part of the assessment and the research is at the User’s expense and risk.
3. Copyright in all machine-readable texts issued by the Publisher is reserved. Copyright in all computer programs provided by the Agent is reserved.
4. Not to copy in whole or in part the Text, except insofar as this may be necessary for security purposes or for the User’s own assessment purposes. Not to distribute the Text to third parties, nor to publish or reproduce it in any way. Not to distribute the Software to third parties, except as necessary for the User’s assessment purposes.
5. To give access to the Text and the Software only to persons working directly with the User and to require of such persons signed undertakings neither to use the Text or the Software except in connection with the User’s assessment purposes nor to copy or make available the Text or the Software to others; these signed undertakings to be made available to the Publisher or the Agent on request.
6. Not to hold the Publisher liable for any errors of transcription which may be found in the Text, but to notify the Publisher of such errors wherever possible. Not to hold the Agent liable for any errors of functioning in the Software, but to notify the Agent of such errors wherever possible.
7. The User will disclose to the Publisher and to the Agent the nature of its research activities with the Text and the Software and where appropriate disclose samples of the User’s developed versions of the Text.
8. The Agent will supply the User with an electronic copy of the Text and the Software as soon as practicable following signature of the Agreement by the User and the Agent.
9. Should the User breach the terms of this agreement in any way then the User undertakes to return or destroy (at the Publisher’s option) the Text and all related material supplied by the Publisher or the Agent and will cease to use the Publisher’s and the Agent’s confidential material thereafter, and will compensate the Publisher for any loss of revenues, damage to reputation or any other injury.
10. The Publisher and the Agent will not disclose to any third party any details of the assessment use of the Text, nor will it disclose in similar fashion any details of the User’s business and product plans, nor its business contacts, partners or customers, except insofar as these details are publicly available.
11. This agreement terminates two [2] years after date of signature and all material supplied must be returned or destroyed as instructed by the Publisher.
12. In respect of use of the Text, the User will pay no licensing fees. In respect of use of the Software and other services by CL Research in providing current versions of the Text and the Software, the User on signature of this Agreement will pay the Agent $US200 annually, payment in 30 days from receipt of invoice and in 30 days following the one-year anniversary of the date of signature.
Signed for and on behalf of the Publisher Date______________________________
__________________________
Susan Butler
Publisher
Macquarie Library Pty Ltd
Signed for and on behalf of the Agent Date_________________________ ____
__________________________
Kenneth C. Litkowski
CL Research
Signed for and on behalf of the User Date_____________________________
__________________________
(Authorized
Signature)
(Title)
(Official User Affiliation)