Pathicular

Academic Non-commercial Software License Agreement for Pathicular

This software license agreement (hereinafter the "Agreement") is entered into
by and between VIB vzw (hereinafter "VIB") located at Rijvisschestraat 120,
B-9052 Zwijnaarde, Belgium and [Name of Institute], located at [Address
Institute] (hereinafter "LICENSEE").  WHEREAS VIB owns or has rights in
certain software called Pathicular (hereinafter "Licensed Software"), and VIB
desires to license said software so that it becomes available for academic
research use.  WHEREAS LICENSEE desires to acquire a non-exclusive license to
use the Licensed Software for internal non-commercial research purposes only.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows: 

1. Licensed Software is the work of Yves Van De Peer and Tom Michoel, Anagha
Joshi and Thomas Van Parys. The copyright in Licensed Software is owned by VIB and
Universiteit Gent. Universiteit Gent has given VIB the right to distribute
Licensed Software. 

2. As soon as practically possible after the execution of this Agreement, VIB
shall provide LICENSEE with an executable version of Licensed Software. 

3. Subject to the terms and conditions of this Agreement VIB hereby grants and
LICENSEE accepts a non-exclusive, non-transferable license to use the Licensed
Software for strictly internal, non-commercial research use only.  For the
sake of this Agreement, non-commercial research shall mean internal research
performed by LICENSEE, possibly in collaboration with academic third parties
provided that Licensed Software is not transferred to such third party. For
the sake of clarity, non-commercial research shall not include any form of
research in collaboration with a company.

4. LICENSEE confirms to be an academic user. For academic users, there is no
license fee. 

5. LICENSEE shall acknowledge VIB as the provider of Licensed Software and
shall include a reference to "JOSHI, A., et al. (2009) Genome Biology" in any
manuscript describing data obtained using Licensed Software. 

6. This license does not entitle LICENSEE to receive from VIB hard-copy
documentation, technical support, telephone assistance, or enhancements or
updates to the Licensed Software, and nothing contained herein shall be
interpreted as to require VIB, its faculty, employees or students to provide
maintenance, installation services, debugging, consultation or end-user
support of any kind. Any support that may be given by the authors on voluntary
basis is provided "as is" and VIB makes no representations or warranties of
any type whatsoever, express or implied, regarding the provided support. 

7. The title and copyright to Licensed Software and any associated programs
and documentation shall remain with VIB and Universiteit Gent. LICENSEE agrees
to preserve the same.

8. LICENSEE agrees not to make any copies of Licensed Software except for use
in LICENSEE's laboratory, without VIB's prior written consent.  LICENSEE
agrees to place the appropriate copyright notice on any such copies. 

9. LICENSEE shall not distribute Licensed Software to other laboratories
within LICENSEE's institution. LICENSEE shall not transfer Licensed Software
to another location or person outside of LICENSEE's institution without VIB's
prior and written permission. 

10. LICENSEE shall not market or otherwise benefit commercially from any
product utilizing any portion of Licensed Software, nor any derivative works
of Licensed Software, without first entering into a separate commercial
license with VIB. 

11. Except as otherwise expressly permitted in this Agreement, LICENSEE must
not (i) modify or create any derivative works of the Licensed Software or
documentation, including customization, translation or localization; (ii)
decompile, disassemble, reverse engineer, or otherwise attempt to derive the
source code for the Licensed Software; (iii) remove or alter any trademark,
logo, copyright or other proprietary notices, legends, symbols or labels in
the Licensed Software.

12. LICENSEE acknowledges that the Licensed Software is proprietary to VIB.
The software code shall be treated as trade secrets and confidential
information of VIB, and LICENSEE agrees to use all reasonable efforts to hold
the same in confidence. LICENSEE's obligation for confidentiality shall not
extend to any information which (i) is or becomes generally available to the
public, (ii) is already known to or subsequently disclosed by third parties to
LICENSEE and at its free disposal, or (iii) is independently developed by
LICENSEE or its affiliates without the use of the confidential information
disclosed by VIB, or (iv) is required by law or legal process to be disclosed. 

13. LICENSEE acknowledges that Licensed Software is a research tool and
provided free of charge, it is only provided "as is". VIB makes no
representations or warranties of any type whatsoever, express or implied,
regarding the Licensed Software. VIB expressly disclaims all representations
and warranties regarding the Licensed Software, including but not limited to
any representations or warranties of merchantability or fitness for any
particular application or that the use of the Licensed Software will not
infringe any patents, copyrights or trademarks or other rights of third
parties, or any warranty that the rights and licenses granted hereunder
comprise all the rights and licenses necessary or desirable to use the
Licensed Software for internal non-commercial research purposes as permitted
by this Agreement. The entire risk as to the quality and performance of the
Licensed Software is borne by LICENSEE. 

14. VIB shall not be responsible for losses of any kind resulting from the use
of Licensed Software, and can in no way provide compensation for any losses
sustained, including but not limited to, any obligation, liability, right,
claim or remedy for tort, or for any actual or alleged infringement of
patents, copyrights, trade secrets, or similar rights of third parties, nor
any business expense, machine downtime or damages caused by any deficiency,
defect or error in Licensed Software or mal-function thereof, nor any
incidental or consequential damages, however caused,  except insofar as such
claims or liability results from VIB's gross negligence or willful misconduct. 

15. LICENSEE will indemnify, defend and hold harmless VIB, its directors,
officers, employees and agents from and against all liability, losses, damages
and expenses (including attorney's fees and costs) arising out of any claims,
demands, actions or other proceedings made or instituted by any third party
against any of them and arising out of or relating to any breach of this
Agreement by LICENSEE, or any use of the Licensed Software by LICENSEE, except
insofar as such claims or liability result from VIB's gross negligence or
willful misconduct. 

16. This Agreement and the license rights granted herein shall become
effective as of the date this Agreement is executed by both parties and shall
continue in full force unless terminated in accordance with this Section. Upon
one party's breach of any agreement, covenant, or representation made in this
Agreement, the agreement will automatically end thirty (30) days after such
breach. Either party shall have the right, at any time, to terminate this
Agreement without cause by written notice to the other party specifying the
date of termination. Upon termination, LICENSEE shall destroy all full and
partial copies of the Licensed Software. LICENSEE shall forward written notice
to VIB that all programs containing Licensed Software have been deleted from
all computer libraries and storage or memory devices and are no longer stored
therein. 

17. This Agreement shall be construed in accordance with the laws of Belgium.
The courts of Belgium shall have exclusive jurisdiction.

18. The parties agree that this Agreement is the complete and exclusive agreement
among the parties and supersedes all proposals and prior agreements whether written 
or oral, and all other communications among the parties relating to the subject
matter of this Agreement. This Agreement cannot be modified except in writing
and signed by both parties. Failure by either party at any time to enforce any
of the provisions of this Agreement shall not constitute a waiver by such
party of such provision nor in any way affect the validity of this Agreement. 

19. The invalidity of singular provisions does not affect the validity of the
entire understanding. The parties are obligated, however, to replace the
invalid provisions by a regulation, which comes closest to the economic intent
of the invalid provision. The same shall apply mutatis mutandis in case of a
gap.