BRAHMS RESEARCH AGREEMENT


This is a Research Agreement between the Institute for Research on Learning, (hereinafter "IRL" and the individual representing him or herself or a commercial company or university, downloading the Brahms software (hereinafter "the RESEARCHER").

TERMS OF USE
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This software ("Software") is the copyrighted work of IRL and/or its suppliers. Use of the Software is governed by the terms of this research agreement. An end user will have no rights to install this Software, unless he or she first agrees to the Research Agreement terms. The user can be granted the rightsto install and use this software by submitting the research agreement form on-line at http://www.agentisolutions.com/download/registration.htm.

The Software is made available solely for use by the RESEARCHER according to the Research Agreement. Any reproduction or redistribution of the Software not in accordance with the Research Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

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1. RESEARCH PROGRAM

IRL grants to the RESEARCHER a non-exclusive, royalty-free, non-transferable right to use the Software including reusable model components ("Licensed Material") for use as part of research in computational modeling.

2. CONFIDENTIALITY, OWNERSHIP AND PATENTS

A. The Licensed Material is or incorporates valuable proprietary and confidential information and trade secrets of The Institute for Research on Learning, and is or may be protected by patents or copyrights owned by IRL. Except as expressly set forth herein, The Institute for Research on Learning grant no right, title or interest in its intellectual property to the RESEARCHER.

B. The RESEARCHER shall not sell, publish, disclose, display or otherwise make available the Licensed Material or copies thereof to third parties without the prior written permission of IRL. Furthermore, the RESEARCHER may not sell, publish, disclose, display or otherwise make available revised or new BRAHMS models created using the Licensed Material or copies thereof to third parties without the prior written permission of IRL. The RESEARCHER shall inform its students, professors, employees, agents and consultants, who have access to the Licensed Material, of this obligation.

C. Without limitation of the foregoing, The RESEARCHER shall protect the confidentiality of the Licensed Material using the same measures the RESEARCHER uses to protect its own similar information, but in no event less than reasonable efforts.

3. GENERAL

A. Nothing herein shall be construed as an obligation upon IRL to furnish any assistance of any kind, or any information or documentation (other than the Licensed Material), or any funding for the Research Program performed as per this agreement.

B. Termination; Either party may terminate this Agreement at any time, with or without cause, by giving the other party thirty (30) days written notice.  Upon termination, all Licensed Material will be returned to IRL within fifteen (15) days.

C. Waiver; The waiver or failure of IRL to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.

D. Severability; If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the remaining provisions shall not be affected in any way.

E. Limitation of Liability;  To the extend not prohibited by law, in no event will IRL or its licensors be liable for any lost revenue, profit or data, of for special, indirect, consequential, incidental or punitive damages, however caused regardless of the theory of liability, arising out of or related to the use of or inability to use software, even if IRL has been advised of the possibility of such damages. In no event will IRL's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement.  The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.

F. Entire Agreement; This Agreement contains the entire understanding between the parties concerning the Research Program.  An amendment or change to this Agreement will be effective only if in writing and signed by authorized representatives of both parties.