Your Company (hereinafter Recipient),
wishes to receive an evaluation copy of Siemens Energy, Inc.,
Siemens Power Technologies International (hereinafter Siemens
PTI) program in order to evaluate the Program’s suitability for
its purposes. This agreement covers the following Siemens PTI
Software:
PSS®E
PSS®E with the optional GMB module
PSS®E with the optional NEVA module
and all manuals, documentation, and specifications (“Information”)
provided by Siemens PTI to Recipient (collectively Information
and Software shall be referred to as “Program(s)”). In consideration
for Siemens PTI providing the Program(s) to Recipient, Recipient
agrees to the following conditions regarding delivery, receipt,
and use:
a)
Recipient hereby acknowledges that the Program(s) are valuable
proprietary trade secrets of Siemens PTI. The Program(s) may not
be disassembled, decompiled, reverse engineered or otherwise translated
for any purpose. No additions, modifications or derivative works
of the Program(s) is authorized. However, any unauthorized additions,
modifications or derivative works of the Program(s) created shall
become part of the Program(s) and all rights to and ownership
of shall remain with Siemens PTI.
b)
Siemens PTI will loan to Recipient a CD containing the Program(s)
and documentation, and a 25-hour time-lock. Recipient agrees to
return them unaltered to Siemens PTI within 60 days of execution
of this agreement.
c)
Recipient will use the Program(s) solely for the purpose of
evaluating their suitability for Recipient’s engineering purposes
related to systems owned by Recipient, and will not use it for
the benefit of any third party or entity outside Recipient’s organization.
d)
Recipient may copy the Program’s executable codes and the
associated sample data files from the CD provided by Siemens PTI
into the working memory or disk memory of a single IBM Personal
Computer, or equivalent, for the purpose of executing it therein.
e)
Except as provided in item d), Recipient will not copy any
part of Program(s), or their documentation, by any means into
any medium.
f)
Recipient will not disclose any part of the Program(s) or
their documentation to any party except those of Recipient’s regular
and direct full-time employees who will require such information
in working on the evaluation of the Program(s). Recipient shall
take appropriate precautions with its employees to protect the
secrecy of the Program(s) and Information and to carry out its
obligations under this Agreement. Recipient agrees that the Program(s)
will not be used in any manner prohibited by the United States
Export Administration Act.
g)
At the conclusion of the evaluation period or when instructed
to do so by Siemens PTI, Recipient will erase or otherwise destroy
all copies of the Program(s) made by Recipient and return to Siemens
PTI, the CD, hardware lock and any printed Manuals in the Recipient’s
possession. Recipient shall obtain no right of any kind in the
Program(s) and Information other than the right to use the information
for the specific purpose aforesaid, and all rights to and ownership
of the Program(s) and Information remains the property of Siemens
PTI.
h)
The Program(s) provided to Recipient under this Evaluation
Agreement are without any warranty whatsoever. All warranties,
express or implied, including without limitation all implied warranties
of merchantability and fitness for a particular purpose are hereby
disclaimed. Siemens PTI shall not be liable under any theory,
including, without limitation, contract, negligence, or misrepresentation,
for any defect in, or breach of, any obligation relating to the
quality or performance of the Program(s).
i)
Recipient may purchase a license for the use of the Program(s),
under Siemens PTI’s currently applicable terms and conditions,
at any time. Upon execution of Siemens PTI’s license agreements
by Recipient and issuance of Recipient’s order for any license,
the material delivered to Recipient under this Letter Agreement
shall be covered by and subject to the terms of the License Agreement
and this Evaluation Agreement shall be terminated.
j)
If Recipient does not purchase a License for any Program,
this Letter Agreement shall terminate upon return of all materials
to Siemens PTI in accordance with item g), except that the nondisclosure
provision, f), of this Letter Agreement shall remain in force
permanently.
k)
If Recipient breaches any of its obligations with respect
to the limited use of the Program(s) or confidentiality, Siemens
PTI shall be entitled to equitable relief to protect its interest,
including injunctive relief as well as money damages.
l)
This Evaluation Agreement shall be governed by the laws in
force in the State of New York, United States of America.
