Attachment 1 - STORM_Software Users Agreement V2.12.pdf

SOFTWARE USER’S AGREEMENT

FOR THE SYNTHETIC THEATER OPERATIONS RESEARCH MODEL

VERSION 2.12

___________________________________________________, (hereinafter UNDERSIGNED), has requested that the Office of the Secretary of U.S. Air Force Studies, Analyses, and Assessment (hereinafter “SAF/SA”), release computer software (hereinafter “PROGRAMS”) described as the Synthetic Theater Operations Research Model (“STORM”) ,to UNDERSIGNED pursuant to evaluation of suitability for analysis efforts (hereinafter “PARENT AGREEMENT”). The following rights, restrictions, and conditions apply to such release.

1. LICENSE. SAF/SA grants the UNDERSIGNED a limited, nonexclusive, and nontransferable license to use the “STORM” name, source code, executable code, and associated computer software documentation solely in pursuit of the objectives and according to the terms set forth in the PARENT AGREEMENT and supplemented by the terms contained herein. UNDERSIGNED also is granted the right to make copies of and limited modifications to the STORM software model solely according to these terms. No copies shall be made of the PROGRAMS or any part of the PROGRAMS except to the extent necessary to pursue the objectives set forth in the PARENT AGREEMENT. UNDERSIGNED agrees to receive the PROGRAMS in confidence. UNDERSIGNED agrees to inform all employees of UNDERSIGNED with access to the PROGRAMS of the conditions specified herein, and UNDERSIGNED shall require that such employees be bound by such conditions. Furthermore, UNDERSIGNED represents that he/she has authority to bind such employees to the conditions specified herein.

2. DISTRIBUTION. The UNDERSIGNED shall limit access to the PROGRAMS to only those of its personnel as may be directly involved in the UNDERSIGNED’s inspection, review, use, modification, testing, and evaluation and shall inform such personnel that the PROGRAMS are the property of the U.S. AIR FORCE. The UNDERSIGNED agrees that it will not disclose the PROGRAM to any third party not having a contractual relationship directly related to the objectives set forth in the PARENT AGREEMENT. Any third party use pursuant to a contract is limited to work that is directly related to the terms of said contract. UNDERSIGNED agrees to notify SAF/SA of any software release to any third party at least 30 days prior to that release. Any further releases by UNDERSIGNED of the PROGRAMS or technical data derived from use of the PROGRAMS to third parties shall include the conditions specified in this Agreement and shall be contingent on any such third party’s acceptance of these conditions.

3. MODIFICATIONS. All modifications, alterations, and/or enhancement to the PROGRAMS shall be made pursuant to configuration management control procedures. Authorized and unauthorized modifications to the PROGRAMS shall be distinguished as part of the UNDERSIGNED’s configuration management control procedures of the PROGRAMS. (a) Authorized Modifications.

Authorized modifications shall be identified, categorized, and handled in accordance with the configuration control procedures as referenced in the PARENT AGREEMENT. (b) Unauthorized Modifications. Any modification, alteration, and/or enhancement to the PROGRAMS by the UNDERSIGNED not considered an authorized modification shall be considered an unauthorized modification.

UNDERSIGNED shall comply with the following obligations when working with all unauthorized modifications: (1) UNDERSIGNED shall not correlate any results associated with the unauthorized modifications with any results associated with the configuration controlled version of the PROGRAMS; and (2) UNDERSIGNED shall explicitly mark any results associated with the unauthorized modifications as the product of an unauthorized, non-configuration controlled version of the PROGRAMS. All such markings are intended to preserve the integrity of the PROGRAMS and to provide other users a common model for comparison and evaluation purposes. For all modifications, UNDERSIGNED warrants and represents that the modifications do not violate any existing agreements, regulations, statutes or rules, and further that UNDERSIGNED has sufficient rights to grant the rights conveyed by this Agreement. All modifications proposed to SAF/SA for consideration as an authorized modification shall be delivered to SAF/SA with no less than unlimited rights as outlined in the PARENT AGREEMENT. No modification, alteration, or enhancement incorporating any portion of software termed “Open Source Software” shall be proposed as an authorized modification without the prior written approval of SAF/SA.

4. RESALE. The PROGRAMS shall remain the property of the U.S. AIR FORCE. The PROGRAMS, and/or any modified version thereof, shall not, in any manner, be offered for sale to the U.S. Government without the prior, written consent of the U.S.

Government. The U.S. Government shall not pay a second time for the PROGRAMS or any modified, altered, and/or enhance version thereof. The PROGRAMS have been provided to the UNDERSIGNED, and all modifications, alterations, and/or enhancements to the PROGRAMS shall be governed by the PARENT AGREEMENT. The PROGRAMS may be used in other contracts with the U.S.

Government, but no charge may be made for their use or for modifications or enhancements created in pursuit of the objectives in the PARENT AGREEMENT. If the PROGRAMS are modified, altered, and/or enhanced using U.S. Government funds, the Government shall be provided the complete source code of that modified, altered, and/or enhanced version and the intellectual property rights of the resulting modification, alteration, and/or enhancement shall be controlled by such funding agreement. The UNDERSIGNED shall not sell, lease, or otherwise provide the PROGRAMS as a commercial product, as a subroutine or component of a commercial product, or in any commercial and/or proprietary venture without the prior written approval of SAF/SA. The conditions imposed by this Agreement shall apply to any product developed by UNDERSIGNED that incorporates any portion of the PROGRAMS. This AGREEMENT shall not be construed as granting to the UNDERSIGNED any right to sublicense the PROGRAMS, nor any license to or any other rights in any invention, data, or copyright arising out of the use of the PROGRAMS.

5. SUPPORT. UNDERSIGNED accepts the PROGRAMS, as well as any associated authorized modifications on an “as is” basis. SAF/SA shall not be required to load the PROGRAMS onto UNDERSIGNED’s machines; test for proper operation; perform any debugging; make any corrections; provide maintenance; provide any updates, enhanced capabilities, or new features; or assist in the understanding or use of the PROGRAMS at any time other than as required by the PARENT AGREEMENT. UNDERSIGNED shall not publish or otherwise disclose a SAF/SA address or phone number as a source of support for the PROGRAMS to any third party having a contractual relationship with the UNDERSIGNED and who is not a member of the Global Users of STORM (“GUSt”) Working Group.

6. REPRESENTATIONS. UNDERSIGNED assumes all risk associated with the use, modification, alteration, and/or enhancement of the PROGRAMS. SAF/SA does not warrant any portion of the PROGRAMS will meet the UNDERSIGNED’s requirements or will operate without interruption or error. SAF/SA makes no representations regarding the PROGRAMS and extends no warranties of any kind, whether express, implied, or statutory, including but not limited to any warranty that the PROGRAMS will conform to specifications, any warranty that the PROGRAMS will satisfy any requirements, any warranty of merchantability or fitness for a particular purpose, any warranty that the documentation will conform to the PROGRAMS, and any warranty that the PROGRAMS will operate without interruption or be error-free, whether or not the error is discoverable, and assumes no responsibility whatsoever with respect to use, sale, or other disposition by UNDERSIGNED of products incorporating or made by the use of the PROGRAMS or information, if any, furnished under this AGREEMENT and the PARENT AGREEMENT. Nothing in this AGREEMENT or the PARENT AGREEMENT shall be construed as a representation made or warranty given by SAF/SA that the practice of the rights granted herein shall not infringe the copyright or patent rights of any third party. In no event shall SAF/SA be liable for any damages including but not limited to direct, indirect, special, or consequential damages, arising out of, resulting from, or in any way connected with the use of the PROGRAMS, whether or not based on warranty, contract, tort, or otherwise, whether or not injury was economic, lost profits, or sustained by persons or property or otherwise, whether or not damages are based on a third party claim, whether or not loss was sustained from, or arose out of, the results or use of the PROGRAMS, and regardless of whether SAF/SA shall be advised, shall have other reason to know, or in fact shall know of the possibility of the foregoing.

7. LIABILITY. In no event shall SAF/SA, the U.S. AIR FORCE, or the U.S. Government be held liable for any damages due to lost data or loss of productivity resulting from the use or inability to use the PROGRAMS. In addition, UNDERSIGNED shall hold the U.S. Government, its officers and employees, harmless against all claims, proceedings, liabilities, demands, damages, expenses, or losses, including legal expenses and attorneys’ fees, arising (a) out of the use by the UNDERSIGNED of the PROGRAMS or any technical data derived from the use of the PROGRAMS or (b) out of any use, sale, lease, or other disposition by the UNDERSIGNED of products made by use of such PROGRAMS or technical data derived from use of the PROGRAMS.

8. EXPORT. Nothing granted herein provides any export license to the UNDERSIGNED. UNDERSIGNED is not authorized to export the PROGRAMS outside of the United States or, if UNDERSIGNED is a non-domestic user, outside of the UNDERSIGNED’s territorial boundaries. UNDERSIGNED is hereby put on notice that any further export of any product or technical data associated with the PROGRAMS may require some form of license from the U.S. Government. UNDERSIGNED shall consult with SAF/SA if export of the PROGRAMS or any associated technical data is contemplated and/or desired now or in the future.

9. EXCLUSIVITY. This Agreement does not, in any manner, constitute an exclusive release of the PROGRAMS to UNDERSIGNED. SAF/SA’s distribution of the PROGRAMS to other entities is, in no manner, limited.

10. WAIVER. This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party.

The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

11. ENTIRE AGREEMENT. The PARENT AGREEMENT as supplement by this Agreement constitutes the entire understanding and agreement between the parties hereto relating to release, use, and/or modification of the PROGRAMs and may not be superseded, modified or amended except by further written agreement duly executed by the parties. In the event of any conflict between the PARENT AGREEMENT and this Agreement, the PARENT AGREEMENT shall control. Disputes shall be resolved according to the terms of the PARENT AGREEMENT. This Agreement and the PARENT AGREEMENT shall be construed, and the legal relations between the parties hereto shall be determined, in accordance with United States federal law. If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement. The effective date of this Agreement shall be the Date of Execution, as set forth below.

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