Evaluation license agreement

Evaluation license agreement

This Evaluation license agreement (this “Agreement”) is between CENIT AG, located at Industriestrasse 52-54, 70565 Stuttgart, Germany, in this contract named as ‘’CENIT’’ and the your company,  firm or other party named here as “Evaluator“. It is about the terms and conditions for the evaluation of FASTSUITE Edition 2, hereafter named as “Software”.

1. Purpose

The purpose of the license is to permit the Evaluator an evaluation of the software. In order to permit such evaluation, a license of the Software shall be granted to the Evaluator for a period of 1 month(s) from the date of delivery, and the license granted by this Agreement shall expire after the above-mentioned period unless extended by CENIT with notification in writing.

2. Software & license

CENIT grants to the Evaluator on the following terms a non-transferable software and license to install on Evaluator hardware.

a. The Company may create executable programs including the Software and make copies of such Programs solely for the purposes of evaluation of the Software. Copies of executable programs Including the Software must be deleted after use.

b. Copying of the Software other than as defined in Clauses 2.a herein is a breach of this Agreement.

c. The Evaluator shall not provide, disclose or otherwise make available the Software in any form to any person other than the Evaluator employees without CENIT‘s prior written consent. The Evaluator will not attempt to “reverse compile“, decompile, or otherwise derive the source code for the Software. Any such attempt is a breach of this Agreement entitling CENIT to legal remedies.

d. The Evaluator agrees to take appropriate action by instruction, agreement or otherwise with the Evaluator employees allowed access to the Software to satisfy its obligations under this Agreement with respect to use, copying, modification, disclosure, protection and security of the Software.

3. Software use skills

The Evaluator will assign skilled users to conduct the Evaluation. It is agreed that these users need to be trained and supported by CENIT in order to use the Software accordingly, and to be able to conduct the Evaluation. This user training is not included with the Evaluation Agreement and require a dedicated, project-specific agreement.

4. Support services

CENIT will employ reasonable endeavors to maintain the Software in good operating condition during the period of this license and will respond to the Evaluator requests for technical assistance received either by telephone or electronic mail.

5. Termination

At the end of the term of this Agreement, or when the Evaluator shall discontinue use of the Software if earlier, the Company will return the Software to CENIT together with any documentation. The Company will certify in writing to CENIT that all Software and documentation has been returned and is no longer in use by the Evaluator.

6. Evaluation feedback

At the end of the evaluation the Evaluator agrees to respond in writing to a questioner regarding the software capabilities and to give a feedback regarding the evaluation.

7. Ownership and use

a. All copies of the Software are CENIT confidential and proprietary property, and title to them remains inside CENIT. This Agreement and the Company’s use of the Software shall not be deemed to transfer any of CENIT rights in patents copyrights and trade secrets in the Software to the Evaluator. No title to or ownership of the Software is transferred to the Evaluator.

b. CENIT shall have the right to terminate any of the Evaluator licenses and rights granted by this Agreement if the Evaluator falls to comply with the terms and conditions of this Agreement. Upon notice, the Evaluator agrees to immediately return the Software and any documentation.

c. The Evaluator shall have no right to duplicate manuals, or to use them, except in conjunction with its use of the Software; unauthorized use or copying of CENIT manuals is a breach of this Agreement entitling CENIT to legal measures.

8. Exclusion of warranty and limitation of liability

CENIT makes no warranties, expressed or implied, by operation of law or otherwise, of any item or service furnished in connection with this Agreement. CENIT expressly disclaims all implied warranties of merchantability for particular purpose. No representation or other statement, including statements of capacity, suitability for use or performance of the Software, whether made by CENIT employees or others will be considered a warranty by CENIT for any purpose or give rise to any liability of CENIT.

Neither party shall be liable to the other for incidental, consequential, special or exemplary damages resulting from the use of the Software or caused by any defect, failure, or malfunction whether the claim for such damages is based upon warranty, contract, tort, negligence or otherwise.

9. Assignment

The Evaluator may not assign, sub-license, or transfer the license of the Software. Any attempt otherwise to sub-license, assign or transfer any of the rights, duties of obligations under this Agreement is void.

10. Entire agreement

The Evaluator further agrees that this is the complete and exclusive statement of the agreement between CENIT and the Evaluator which supersedes any proposal or prior agreement, oral or written, and any other communication between them relating to the subject matter of this Agreement.

The Evaluator acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms and conditions. In witness whereof, the parties have signed this temporary evaluation license, by their duly authorized representatives.