Thomson Scientific, Inc. Site License Agreement


            THIS IS AN AGREEMENT between Thomson Scientific, Inc., with offices at 2141 Palomar Airport Road, Suite 350, Carlsbad, CA 92009 ("Company"), and  University of MissouriKansas City ("Licensee"), whose business address for all purposes related to this Agreement shall be 4825 Troost, Room 102
Kansas City, Missouri  64110.




1.                   USER DEFINITION – Paragraph 1(a)

All Faculty and Staff only.

2.                   TERM – Paragraph 5

Effective Date:   February 18, 2005         

Termination Date: February 17, 2008                  


3.                   SOFTWARE



4.                   AUTHORIZED SITES

Campus and Home Use


In Consideration Of the mutual promises set forth herein and attached hereto, Company and Licensee agree to be bound by the terms and conditions.  And Therefore In Witness, Company and Licensee have caused this Agreement to be executed



Thomson Scientific, Inc.




NAME (Typed):_________________________________










NAME (Typed):__________________________________






1.                   Definitions

a)                   "Users" means those individuals and/or entities defined as set forth in Schedule 1 (Section 1).

b)                   "Software" means the bibliographic software designated in Schedule 1 (Section 3).

2.                   License

Company produces and owns certain bibliographic software.  Company is willing to and hereby grants to Licensee the limited, nonexclusive right and license to use the Software solely in accordance with the terms and conditions of this Agreement.  Licensee's right to use the Software shall be strictly construed.

3.                   Authorized Use Of The Software

a)                   During the Term of this Agreement, Licensee shall have the non-exclusive, non-transferable right to install the Software (and any upgrades thereto) on a network server, used to install or run the Software on other computers owned or operated by Licensee over an internal network at the Authorized Site(s). Authorized users of the Software may also install the Software on personal computers, including laptops, and home computers.

b)                   Further, during the Term of this Agreement, Licensee shall have the non-exclusive, non-transferable right to transfer the Software (including upgrades) to or duplicate the Software (including upgrades) for individual Users only (as defined hereinabove) provided:

i)                     Licensee designates in writing to the Company two (2) individual employees who shall be authorized to make the copies of or download the Software from the network server or the master disks;

ii)                   All copies contain any proprietary notices and license terms and conditions contained in the original Software;

iii)                  Licensee maintains records regarding the copies made, including, but not limited to, date of duplication/transfer; identification of the User (name) and email address for each User;

iv)                  No copies of the Software shall be made during the Term to be inventoried for release or installation/use after the termination of the Agreement;

v)                    Licensee shall have sole responsibility for the provision of all technical, maintenance, and training support of the Software to the Users.  Licensee shall designate in writing to the Company two (2) individual employees who shall be authorized as technical support contacts between Licensee and Company;

Licensee recognizes the importance of the Company maintaining its proprietary rights over the Software and of avoiding improper use of the Software as defined by this Agreement.  Licensee shall use best efforts to ensure that Users comply with the foregoing limitations on usage.  Licensee shall put in place a system to limit access to the Software to Users as defined in Paragraph ‎1‎a), and shall inform Users of the usage restrictions under this Agreement.

c)                   Except as set forth herein, the following are prohibited:

-           duplication of the Software except as specified herein;

-           separation of components (Software is licensed as a single product.  Its component parts may not be separated for use on more than one computer.);

-                      distribution or transfer of the Software in any form (printed, electronically relayed, posted to public list services or bulletin boards, or magnetically stored); or

-                      reverse engineering, de-compiling, translation, modification, distribution, broadcasting, dissemination, or creation of derivative works from the Software.

d)                   If Licensee wishes to offer the services described herein to persons other than those identified in Paragraph ‎1‎a), an additional agreement/amendment will be required by Company.

4.                   Delivery of The Software/Upgrades to Software

a)                   Company shall provide Licensee with the following components:

i)                     two (2) sets of master CDs containing the full-featured version of the bibliographic software;

ii)                   five (5) sets of user documentation (manuals).

b)                   Licensee may make one copy of the Software to be retained as a backup copy. 

c)                   Company may upgrade the Software during the Term of this Agreement.  Company shall provide Licensee with two (2) sets of the upgraded master CD's at no additional charge.  Nothing contained in this Agreement shall be deemed to create an obligation on the part of the Company to make revisions or upgrades to the Software.

5.                   Term

The Term of this Agreement shall be as set forth in Schedule 1; provided however that authorized use of the Software may be extended through automatic renewal of this Agreement for successive periods of twelve (12) months unless either party elects to terminate this Agreement by giving the other party notice thereof in writing not less than ninety (90) days prior to the end of the initial term or any renewal term.

6.                   Payments

a)                   Licensee agrees to pay to Company the Software Fees as set forth in Schedule 1 for the use of the Software as set forth herein.  Software Fees will be invoiced on an annual basis as set forth in Schedule 1.  Licensee may purchase additional user documentation (manuals) as set forth in Schedule 1.   Any payments due under this Agreement shall be payable upon receipt of Company's invoice. 

b)                   The pricing set forth in Schedule 1 shall be effective during the initial Term of this Agreement.  Company reserves the right to modify this pricing structure each year that this Agreement is automatically renewed.  Company shall provide Licensee with sixty (60) days written notification of any modification to the pricing structure. 

7.                   Copyright; Proprietary Rights

The copyright and all other proprietary rights in the Software are the sole and exclusive property of Company.  Licensee shall use reasonable care to prevent the disclosure, dissemination, copying and use of the Software or any portion thereof, in violation of the terms of this Agreement.

Nothing in this Agreement grants Licensee any right to use Company's trademarks or trade names except in use connected with the identification of the Software.

8.                   Warranty

Company warrants that it owns all rights in the Software free and clear of any third person claims.   Company shall indemnify, defend and hold Licensee harmless from any claim, demand or cause of action based on any claim that the Software or its use as permitted hereunder violates any third person's rights, including rights of copyright, trademark, or patent.  In the event of a claim for violation of copyright, trademark, or patent infringement is brought against Licensee, Company reserves the right solely within its discretion:  (1) to procure for the Licensee the right to continue use of the Software; (2) to replace the Software with non-infringing software; (3) or to terminate the Agreement.  Within ninety (90) days of delivery of the Software, Licensee shall call to the attention of the Company any defective media, Company shall replace, without charge, any defective media determined to be unrelated to misuse by Licensee. 

Except as set forth herein, the Software and related documentation are provided "as is", without warranty of any kind, including but not limited to, its quality, performance, merchantability or fitness for a particular use.  Further, Company does not warrant, guarantee or make any representations that Licensee's use of the Software will be uninterrupted or error‑free, or that the results obtained will be successful or will satisfy Licensee's and/or User's requirements.

a)                   Except as set forth herein, in no event shall Company be liable for indirect, special, incidental or consequential damages with respect to its obligations under this Agreement. 

9.                   Termination

Either party shall have the right to terminate this Agreement upon a material breach of any of its terms by the other party which is not cured within sixty (60) days after written notice thereof.


10.               Nondisclosure Of Terms And Conditions

Except as may be required by law or governmental rules and regulations, the parties agree not to publicly or privately announce or disclose the financial terms and conditions of this Agreement without first securing the written consent of the other party.

11.               Miscellaneous

a)                   Force Majeure        Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for payment of money) on account of strike, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, government action, labor conditions, or any other cause which is beyond the reasonable control of such party.

b)                   Audit   Licensee grants to Company the right to enter the Authorized Site(s) and to conduct periodic audits of the Authorized Site(s) to monitor use of the Software. 

c)                   Severability Invalidity or unenforceability of one or more of the provisions of the License Agreement does not affect any other provisions of the License Agreement.

d)                   Delays     Failure or delay by either party in exercising any right or power hereunder shall not operate as a waiver of such right or power.

e)                   Entire Agreement   This Agreement, including Schedule 1, contains the entire agreement of the parties as to the Software and supersedes any and all written or oral prior agreements and understandings. It is expressly agreed that any terms of a purchase order or similar instrument issued by Licensee with respect to this Agreement will not affect the terms and conditions of this Agreement.  This Agreement may only be amended or modified by a writing signed by the parties.

f)                     Governing Laws   This Agreement shall be governed by and construed in accordance with the laws of the State of California. The federal or state courts of the United States located in San Diego, California, shall have jurisdiction to hear any dispute under this Agreement and service may be made upon either party by first-class mail to its address as set forth herein.

g)                   Attorneys' Fees  In the event of a lawsuit between the parties, the prevailing party shall be entitled to reimbursement of reasonable attorneys' fees in an amount determined by the court adjudicating the lawsuit in addition to any other sums to which it may be entitled.

h)                   Assignment   This Agreement may not be assigned by Licensee without the prior written consent of Company.

i)                     Notices    Any notice hereunder shall be sent by personal delivery, telex, telecopier, or by certified mail, postage prepaid to either party at its address set forth herein or such other address as shall have been communicated in writing to the other, and shall be effective as of its personal delivery, transmission or mailing date, as the case may be.