License agreement between the Trustees of Columbia University in the City of New York, herein referred to as "Us", or "We", and

Institution: ______________________________________________

Address: __________________________________________________

herein referred to as "You", regarding the Centrifuser 1.0 software and any future versions designated 1.x (1.1, etc.). This includes all programs, code and associated documentation you receive from us and all modified versions or extensions that you may produce. Herein, this is all referred to as "the software and its derivatives".

1. You agree that you will not sell or otherwise distribute the software and its derivatives;
2. You acknowledge the confidential and valuable nature of the software and its derivatives. You will not divulge or distribute the software and its derivatives to third parties, nor allow any part of the software and its derivatives to be so divulged or distributed, unless express written permission is given by us. You will instruct your employees, students or other persons authorized to have access to the software and its derivatives not to divulge or distribute it to third parties, unless express written permission is given by us;
3. The software and its derivatives will be used only on computers you control;
4. You agree that you will use the software and its derivatives solely for internal, non-commercial research or academic purposes. Nothing in this agreement gives you the right to sell, lease, distribute, transfer, sublicense, or otherwise dispose of the software and its derivatives, in whole or in part, or to make any commercial use of it whatsoever;
5. Title and copyright of the software and its derivatives will remain with us and shall at no point transfer to you. You may make copies only for backup purposes, and they shall contain the original copyright notices we inserted;
6. Official publications such as manuals, technical reports and articles in journals or conference proceedings that are based on the ideas of Centrifuser Research Group, its software and its derivatives will give proper recognition to the Centrifuser Research Group of the Department of Computer Science at Columbia University and the people who worked on it;
7. You acknowledge that the software and its derivatives are being supplied "as-is" without any support services or future updates or releases. We may or may not make future updates and releases designated Centrifuser 1.x available to you under this same licensing agreement, but we are in no way obligated to do so. If you discover any error in the software and its derivatives, we encourage you to inform us. We will not necessarily acknowledge or repair any such errors thus reported;
8. We make no warranties or representations of any kind, either express or implied, as to any matter whatsoever, including merchantability or fitness for any particular purpose. You agree that we shall not be held to any liability and you agree to indemnify, defend, and hold us harmless with respect to any claims by you or a third party arising from or on account of the use of the software and its derivatives, regardless of the form of action, whether in contract or tort, including negligence. In no event will we be liable for consequential or incidental damages of any nature whatsoever;
9. The user of the software and its derivatives will make sure that all potential users in his/her environment are aware of this agreement and of the terms for using the provided software and producing derived software.
10. You may not assign or transfer this License Agreement or the Software and Its Derivatives, without our prior written consent.
11. You will comply with all export controls and US Government export regulations applicable to the Software and Its Derivatives.
12. This License Agreement represents the entire Agreement between You and Us with respect to the Software and Its Derivatives. No changes to this Agreement will be valid unless made in writing and signed by You and Us. This Agreement will be governed by the law of New York State. You may execute this Agreement by facsimile transmission to Us at +1 (212) 666-0140, Attn: Laura Furst.

LICENSOR:


The Trustees of Columbia University in the City of New York

By (Name and Title): __________________________________________


Date: _________________________________________________________


LICENSEE:

Institution: __________________________________________________

By (Name and Title): __________________________________________

Signature: ____________________________________________________

Date: _________________________________________________________