Software Pre-Release Agreement

(Columbia University Natural Language Group - LICENSEE / No Fee)

Effective as of ______________________________, this Agreement is made between ________________________________________ ("LICENSEE") and Columbia University in the City of New York ("C.U.").

WHEREAS, C.U. has developed certain software under the Natural Language Processing Group research sponsorship of ________________________________________ which C.U. would like to have evaluated by LICENSEE; and

WHEREAS, LICENSEE believes that it would receive some benefits from its evaluation of the software; THEREFORE:

  1. Grant. C.U. hereby grants LICENSEE a no-cost, non-transferable, non-exclusive right and license to use, reproduce, display, perform and modify the computer softare program entitled "________________________________________" and related documentation ("Program") solely for LICENSEE's internal research and testing purposes. In order to obtain any further license rights, including the right to use the Program for commercial purposes, LICENSEE must enter into an appropriate license agreement with C.U.

  2. Feedback on Use. LICENSEE agrees to provide C.U. from time to time with:
    1. a description of all modifications made by LICENSEE to the Program;
    2. an evaluation of the Program, in writing or orally, its functionality or problems and areas for further improvement; and
    3. descriptions of various utilizations of the Program developed by LICENSEE.
    LICENSEE agrees not to publish descriptions or evaluations of the Program without the prior writeen consent of C.U.

  3. Term. This Agreement will continue until the first to occur of either two (2) years from the effective date above, or until C.U. notifies LICENSEE of an officially released version of the Program. Either party may terminate earlier for any reason by thirty (30) days written notice to the other. Upon termination, at C.U.'s instruction, LICENSEE will return the Program to C.U. or certify destrubtion of the Program.

  4. Disclaimer. THE PROGRAM MADE AVAILABLE HEREUNDER IS "AS IS", WITHOUT WARRANTY OF ANY KIND EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NOR REPRESENTATION THAT THE PROGRAM DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

  5. Copyright. LICENSEE agrees to affix C.U.'s copyright notice, included on the Program delivered to LICENSEE by C.U., on all copies of the Program or portions thereof.

  6. Reports, Notices. Reports and any notice required or permitted under this Agreement shall be effective as of the date of delivery: 

Columbia University
Kathleen R. McKeown
Natural Language Processing Group
500 W 120th Street, Rm. 450
New York, NY  10027

LICENSEE
________________________
________________________
________________________
________________________
________________________
  1. General. This Agreement shall be governed by the laws of the State of New York and City of New York. The parties acknowledge that this Agreement sets forth the entire Agreement and understanding of the parties as to the subject matter.

IN WITNESS WHEREOF, the parties of the Agreement acknowledge and consent to the terms and conditions expressed herein. 
Columbia University

By _____________________
Title __________________
Date ___________________

LICENSEE

By _____________________
Title __________________
Date ___________________