At
the request of _________________ (RECIPIENT), the National
Aeronautics and Space Administration (NASA) Marshall Space Flight
Center agrees to provide ________________________________software
code(s) and related documentation (SOFTWARE), subject to the
following restrictions and conditions. This Agreement constitutes a
non-exclusive license for use of the provided SOFTWARE by RECIPIENT.
The provided SOFTWARE is and shall remain the intellectual property
of NASA. NASA makes no representations as to the suitability of the
SOFTWARE for the intended or any other use.
1.
There shall be no further distribution or publication by RECIPIENT
of the provided SOFTWARE, neither the source code, nor the
executable code, nor associated run-time applications, whether
standalone or embedded, for use by any third party without the
express prior written approval of the NASA Marshall Space Flight
Center. Notwithstanding the preceding provisions, the obligations of
RECIPIENT regarding the further distribution of the provided
SOFTWARE shall not apply to:
a. Information that, at the time of provision to RECIPIENT, was
published, known publicly or otherwise in the public domain;
b. Information that, after provision to RECIPIENT, is published by
NASA, or becomes publicly known or otherwise becomes part of the
public domain through no fault of RECIPIENT;
c. Information that, prior to the time of provision by NASA to
RECIPIENT, is known to RECIPIENT as evidenced by its written
records;
d. Information which, after provision by NASA to RECIPIENT, is made
available to RECIPIENT in good faith by a third party under no
obligation of confidentiality.
2.
The provided SOFTWARE, and/or any modified version thereof, shall
not be published by RECIPIENT for profit to, nor in any manner
offered for sale to, the U.S. government. The SOFTWARE as provided
shall not be sold to any other entity or firm, without the prior
written approval of the NASA Marshall Space Flight Center. If the
SOFTWARE is modified or enhanced using U.S. government funds, the
U.S. government owns the results; whether the resulting product(s)
is (are) the basis of, or incidental to, a U.S. government contract.
The U.S. government shall not pay a second time for the SOFTWARE or
any enhanced/modified version thereof. The SOFTWARE may be used in
contract with the U.S. government, but no charge may be made for its
use.
3.
The provided SOFTWARE is intended for domestic United States of
America use only, and shall not be made available by RECIPIENT to
any foreign national person or entity, whether inside or outside of
the United States of America. RECIPIENT is not permitted to lend,
sell, lease, or in any way make available, the provided SOFTWARE, in
whole or in part, to any foreign entity without the express written
prior approval of the NASA Marshall Space Flight Center. Unless
explicitly stated otherwise by the
NASA Marshall Space Flight Center Export Administrator or delegated
Representative, all provided SOFTWARE and related run-time
applications are deemed United States of America export controlled.
4.
The NASA Marshall Space Flight Center shall be neither liable nor
responsible for any maintenance or updating of the provided
SOFTWARE, nor for correction of any errors in the SOFTWARE. NASA
shall not be liable for any use or disposition of the SOFTWARE by
RECIPIENT.
5.
NASA shall not be limited in future claims, publications, or
distributions of the provided SOFTWARE, or related information,
whether for the provided SOFTWARE, or for modifications or versions
thereof.
6.
This SOFTWARE is provided "as is" without any warranty of any kind,
either express, implied, or statutory, including, but not limited
to, any warranty that the SOFTWARE will conform to specifications,
any implied warranties of merchantability, fitness for a particular
purpose and freedom from infringement, or any warranty that the
documentation will conform to the program, or any warranty that the
SOFTWARE will be error free. In no event shall NASA 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 performance or breach of this license,
whether or not based upon warranty, contract, tort or otherwise,
whether or not injury was sustained by persons or property or
otherwise, and whether or not loss was sustained from, or arose out
of the results of, or use of, the SOFTWARE or services provided
hereunder. RECIPIENT agrees to waive any and all claims against the
U.S. government, the U.S. government's contractors and
subcontractors, and shall indemnify and hold harmless the U.S.
government and the U.S. government's contractors and subcontractors
for any damage that RECIPIENT may incur from RECIPIENT's prior or
future use of the provided SOFTWARE, including any damages resulting
from products based on results from the use thereof. RECIPIENT
agrees to obtain this identical waiver of claims, indemnification
and hold harmless agreement with any entities that are provided with
technical data derived from the use of the SOFTWARE.
7.
This Agreement does not constitute NASA's endorsement of any test
results, resulting designs, hardware, or other matters resulting
from the use of the provided SOFTWARE.
8.
The provision of SOFTWARE herein to RECIPIENT shall not result in
any right or license under any patent or patent application owned by
NASA.
9.
No copyright to the provided SOFTWARE is claimed in the United
States under Title 17, U.S. Code.
10.
This Agreement constitutes the entire understanding and agreement
between the parties hereto relating to the provision of the subject
SOFTWARE and may not be superseded, modified or amended except by
further written agreement duly executed by the parties.
11.
The effective date of this Agreement shall be the last date of
signature as set forth below.
