This Computer Software License Agreement (“Agreement”) is entered into between Advancing
Data Resources, Inc. (“Licensor”) and _____________________________ (“Licensee”) (Licensor and
Licensee are collectively referred to as “Parties”).
Whereas, Licensor is the developer of computer software known as _____GoPhore____________
(“Software”) and Licensee desires to use the Software. In consideration of the mutual covenants and
promises set forth herein, the receipt and sufficiently of which is acknowledged, the Parties agree as
1. Effective Date. This Agreement shall be effective as of the date of the Licensee’s signature.
2. License. Licensor grants Licensee a nonexclusive, nontransferable right to use the Software and to
render services to Licensee’s customers using the Software during the term of this Agreement. Licensor
shall at all times retain ownership of the Software and Licensor retains the right to terminate this
Agreement, at any time, should Licensee violate any of its provisions. Licensee understands that Licensee
is not retaining Licensor to create customized software for Licensee. Instead, the Software is designed
using collective input from various clients of Licensor. Licensor reserves all rights not expressly granted
to Licensee. Licensee agrees to take all reasonable steps to protect the Software from theft or from use by
others contrary to the terms of this License.
3. Service Fee. Licensee shall pay Licensor a flat-rate of ____________ per month for
Licensee’s use of the Software.
4. Termination. Either party may terminate this Agreement without cause by providing the other
party with written notice of the intent to terminate the Agreement at least thirty (30) days prior to the
proposed termination date.
5. Trade Secrets. Trade secrets include, without limitation, the program structure, logic, data
structures, design, processes, procedures, formulae, and algorithms that may be disclosed or ascertainable
within the Software or the associated documents. Licensee agrees not to disclose or use any trade secrets
which are provided to Licensee in Licensee’s Software, technical manuals, or other documentation except
in accordance with the terms of this Agreement. In addition, Licensee agrees not to seek to discover or to
disclose any of Licensor’s trade secrets by disassembling, decompiling, or otherwise reverse engineering
the Software.
6. Intellectual Property. Licensor is the sole owner of any and all common law or federally registered
copyrights that exist now, or will exist in the future, pertaining to the Software. Licensee acknowledges
that the Software is a not a “work made for hire” as that term is defined by 17. U.S.C. § 201. Licensor is
not assigning any rights whatsoever, outside of this Agreement, to Licensee. Licensor is specifically
retaining the following rights, title, and interest in the following:
a. The copyright to all works of authorship (“Work”) and contribution(s) to any such work
(“Contribution”) created under this Agreement;
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b. Any registrations and copyright applications, along with any renewals and extensions
thereof, relating to the Contribution or the Work;
c. All works based upon, derived from, or incorporating the Contribution or Work;
d. Any and all rights that currently exist, or will exist in the future to, income, royalties,
damages, claims and payments with respect to the Contribution or Work;
e. All causes of action, either in law or equity, for past, present, or future infringement of the
copyright related to the Contribution or the Work, and all rights corresponding to any of
the foregoing, throughout the world.
7. Default. In the event Licensee breaches any material term of this Agreement, Licensor will provide
Licensee with written notice, which may include email notification, that of the breach. Licensee shall have
ten (10) calendar days to correct the breach. If Licensee fails to timely correct the breach, Licensor shall
have the right to immediately terminate this Agreement which includes, without limitation, eliminating
Licensee’s access to the software. Licensee shall remain responsible for any outstanding amounts owed
to Licensor up to the date of termination.
8. Limitations on Liability. Licensor’s liability whether in contract, tort, warranty or otherwise shall
not exceed the amount paid to Licensor for the use of the Software. Under no circumstances, shall Licensor
be liable for special, indirect, incidental, consequential or punitive damages. No legal action, regardless
of form, which relates in any manner to the Software shall be brought by Licensee more than one year
after the accrual of any alleged claim or cause of action.
9. Notices. Any notice required or permitted under this Agreement must either be hand-delivered or
mailed to the following address:
Advancing Data Resources, Inc.
114 Stuart Road NE
Cleveland, TN 37312-4803
10. Assignment. This Agreement shall not be assignable by Licensee without the prior written consent
of Licensor.
11. Indemnity. Licensee, and its permitted ASSIGNEES, if any, agrees that they, jointly and severally,
if more than one individual or entity, shall indemnify and hold Licensor harmless from any and all liability
and claims against Licensor by anyone, which arise out of or in connection with the use of the Software
and the database contained therein in the operation of Licensee’s business. The indemnity shall include
all costs, attorney fees, and damages which Licensor is required to pay by reason of litigation or claims
against Licensor for such reason. Licensor shall have the right to retain, at Licensee’s cost, legal counsel
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of Licensor’s selection for the purpose of defending such claims, but no settlement of any such claims will
be made without consultation with Licensee and its insurance carriers, if any.
12. Remedies. Given the unique nature of this Software, Licensee agrees that any unauthorized use of
the Software may cause injury to the Licensor, the extent of which will be difficult to ascertain and for which
there may be no adequate remedy at law. Consequently, Licensee agrees that the Company shall have the
right to an immediate injunction, along with any other available remedies or other equitable relief, for any
breach or threatened breach of this Agreement.
13. Governing Law. This Agreement shall be governed by the laws of the state of Tennessee without
regard to the conflict of law provisions of such state and the Parties agree to submit to the jurisdiction and
venue of Tennessee state or federal courts. This Agreement shall be binding upon the successors and
assigns of the respective parties.
14. Entire Agreement. The Parties agree that this Agreement represents the entire agreement between
the Parties as it pertains to Confidential Information. Any amendments to this Agreement must be in
writing and signed by both Parties.
15. Third-Party Beneficiaries. The Parties acknowledge that there are no third-party beneficiaries,
intended or otherwise, to this Agreement.
16. Headings. The headings in this Agreement are intended solely for convenience of the Parties and
shall be given no effect in the construction or interpretation of this Agreement.
17. Interpretation. Each party acknowledges that they have had an opportunity to review this
Agreement with their own attorney. No provision in this Agreement is to be interpreted for or against any
party because that party or its counsel drafted such provision.
18. Severability. In the event any provision of this Agreement is deemed unenforceable, that provision
shall be limited or stricken, if necessary, and shall have no effect on the enforceability of the remaining
19. Waiver. Failure of any party to promptly exercise its rights under this Agreement shall not be
construed as a waiver of such rights.
20. Binding. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their
respective successors, assigns and legal representatives.
21. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be
deemed an original copy of this Agreement and all of which, when taken together, will be deemed to
constitute one and the same instrument.
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In Witness Whereof, the Parties have executed this Agreement as of the dates set forth below.
By:________________________________________ ____________________________
Advancing Data Resources, Inc. Date
By:________________________________________ ____________________________
Print Name: _________________________________ Date