Task-Based Subcontract Exhibit 6 - Software License Agreement for Use of JPL-Furnished Software .doc

Jet Propulsion Laboratory

California Institute of Technology

Software License Agreement for the Use of JPL-Furnished Software (For JPL RFPs)

This license agreement (Agreement) is between the California Institute of Technology (through the Jet Propulsion Laboratory [JPL], hereinafter referred to as “the Institute,” “JPL,” or the “Licensor”), and (hereinafter referred to as the “Licensee”).

Note to SCMs (DELETE PRIOR TO SENDING TO SUBCONTRACTOR): the SCM should populate fields and checkboxes with the CTM’s input. The CTM is responsible for the accuracy of the information entered.

Definitions:

(1) “Software” means the actual copy of all or any portion of the programs delivered from JPL under this Agreement on the media, inclusive of backups, updates, or merged copies permitted under this Agreement or subsequently supplied by Licensor as well as all “Related Materials.”

The Software covered by this Agreement is commonly identified as “ .”

(2) “Related Materials” means all of the printed materials, user documentation, training documentation and confidential software activation code supplied by JPL under this Agreement.

(3) “Source Code” means software code written in human-readable format or in a high-level program language.

(4) “Object Code” is a set of statements or instructions to be used directly or indirectly in a computer in order to bring about a certain result, and usually results from the source code having been translated by a compiler or assembler.

Reservation of Ownership:

All rights, title and interest in the JPL-furnished software (hereinafter referred to generically as “Software”) are, and shall remain, with the Licensor (subject to any nonexclusive license rights of the Government under JPL’s Prime Contract with the National Aeronautics and Space Administration (NASA)), except as granted to Licensee under the terms of this license Agreement.

Grant of License:

FORMCHECKBOX

The Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Software, in object code form only, pursuant to the terms of this Agreement.

FORMCHECKBOX

The Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Software, in source and object code form, pursuant to the terms of this Agreement.

Licensee agrees to use the Software solely in conjunction with the preparation of a response to JPL Solicitation No. .

Protection of Trade Secrets:

(1) Licensee agrees to follow any Restricted Rights markings on the Software and to use reasonable effort to protect the Software from unauthorized use, reproduction, distribution, and/or publication.

(2) Unless the software is in the public domain, delivery shall be by any means other than the Internet. Internet transfer by File Transfer Protocol (FTP) is available only to Software, which is in the public domain and then only by secured FTP, and to a domestic site.

(3) If the Licensee modifies, adapts, or combines the Software with other computer software, those modified, combined, or adapted portions of the derivative software incorporating restricted computer software remain subject to the same restricted rights.

(4) Where express permission for release has been granted in this Agreement, confidentiality is also waived by the Licensor.

(5) The duty to protect Trade Secrets shall survive this Agreement.

Copyright:

The Software subject to this Agreement is owned by the Licensor and protected by United States copyright laws and trade secret laws or patent laws, as well as international treaties and/or conventions.

Applicability of This Agreement:

This Agreement applies to:

(1) The Software identified in “Definitions.”

(2) Any Software updates, new Software releases, and Software enhancements provided the Licensee by Licensor.

(3) Software that has been altered, modified, or merged into other software programs. In addition, Licensee must provide Licensor, within six months of its making, a copy of the commented source and object code of any modification of the Software.

(4) Modifications, as defined under 17 U.S.C. 103, to software programs employing any of the Software, in whole or in part, will be deemed a derivative work of the Software, and as such, Licensor will maintain derivative rights in such works. Any use thereof must be covered under this Agreement, or a superseding agreement.

Software Maintenance:

Neither user support nor Software maintenance is provided under this Agreement.

Uses Permitted:

Licensee may:

(1) Install the licensed Software onto any one or more computer systems in the possession of the Licensee at the following facility (ies).

a.

b.

c.

(2) Copy the Software for backup or archival purposes, as long as the Licensee maintains possession of the copy and all labels and notices appearing on the original are duplicated on the copy.

Uses Not Permitted:

Licensee may not:

(1) Reproduce, disclose, or disseminate Software, except as permitted in “Uses Permitted.”

(2) Sell, rent, lease, sublicense, lend, time-share, or transfer, in whole or in part, or provide Third Parties access to Software, as a whole or in part(s), without the prior written consent of JPL.

(3) Remove or obscure any copyright or trademark notices or Restricted Rights notices on the Software.

(4) Assign this Agreement, or any of its rights under this Agreement, without the prior written consent of JPL.

(5) Remotely access software on Licensor’s property, for any and all purposes other than delivery of software to Licensee from Licensor.

Term of This Agreement:

(1) This Agreement is effective the date of the Licensor’s authorized signature.

(2) This Agreement expires at the date and time when the response to the solicitation is due to JPL.

(3) At the end of this Agreement, Licensee shall return to Licensor all provided Software, related materials, complete or partial copies, codes, modifications and merged portions in any form. This requirement survives this Agreement.

(4) Failure to comply with the terms of this Agreement shall result in the immediate termination of the Agreement, at the discretion of the Licensor. This termination will not require prior notice be given to Licensee.

(5) Requests to extend the term of this Agreement should be addressed in writing to the JPL Subcontracts Manager.

Fees and/or Royalties:

(1) There is no fee for the use of Software in the performance of United States Government work.

(2) Failure to comply with the terms of this Agreement shall result in unilateral assessment by the Licensor of the commercial value of the Software at the time of the violation. Based upon the valuation, payment of equitable fees and royalties shall be required of the Licensee to the Licensor as liquidated damages.

No Warranty:

DISCLAIMER

THE SOFTWARE AND RELATED MATERIALS ARE PROVIDED “AS-IS” WITHOUT WARRANTY OR INDEMNITY OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE (AS SET FORTH IN UCC Section 2-312 and Section 2-313) OR FOR ANY PURPOSE WHATSOEVER, FOR THE LICENSED PRODUCT HOWEVER USED.

IN NO EVENT SHALL LICENSOR BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER LICENSOR SHALL BE ADVISED, HAVE REASON TO KNOW, OR IN FACT, SHALL KNOW OF THE POSSIBILITY.

LICENSEE BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE SOFTWARE.

Exclusive Remedy and Limitation of Liability:

Licensor shall not be liable for indirect, special, incidental, or consequential damages or any indemnity for infringement related to Licensee’s use of the Software and related materials, even if advised of the possibility of such damage.

Transfers and Export Regulations:

(1) Licensee warrants that it is incorporated within the United States.

(2) Licensee will comply with all applicable export laws and regulations.

Severability:

If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall remain unchanged and unaffected.

No Implied Waivers:

No failure or delay by Licensor in the enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Licensor.

Governing Law:

(1) Copyright and Patent Rights issues shall be governed by applicable Federal laws and jurisdiction.

(2) The parties hereby consent to the personal jurisdiction of the courts of Los Angeles County, and waive their rights to venue outside of Los Angeles County, California.

Entirety of Agreement and Amendments:

This Agreement constitutes the sole and entire agreement of the parties as to the matter set forth herein, and supersedes any previous agreements, understandings, and arrangements between the parties relating thereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective, valid, and binding upon the parties as of the date below as executed by their duly authorized representatives.

Accepted and agreed, for:

, LICENSEE

Type/Printed Title:

Accepted and agreed, for:

CALIFORNIA INSTITUTE OF TECHNOLOGY, LICENSOR

Type/Printed Title:

CONTACTS:

Licensee’s Name & Address:

Licensee’s Administrator:

Technical Representative:

Licensor’s Name & Address:

Jet Propulsion Laboratory

California Institute of Technology

4800 Oak Grove Drive

Pasadena, California, USA 91109-8099

JPL’s Administrator:

Voice Number:

Facsimile Number:

E-mail Address:

@jpl.nasa.gov JPL‘s Technical Representative:

Voice Number:

Facsimile Number:

E-mail Address:

@jpl.nasa.gov This document has been reviewed and determined not to contain export controlled technical data.

JPL 1001-RFP Rev 3/23