SOFTWARELICENSEANDSUPPORTAGREEMENTdoc.docVIP

 PAGE 5 143723.1:LLEE:LLEE 2/22/06 SOFTWARE LICENSE AND SUPPORT AGREEMENT This Software License and Support Agreement (“Agreement”), dated __________________, 200_ (“Effective Date”), is by and between _________________________ , located at ________________, ______________, [ZIP Code] (“Supplier”), and The Regents of the University of California, a California corporation (“Regents”). INTENDING to be legally bound, Supplier and the Regents agree that the following terms and conditions will apply to the licenses and services provided under this Agreement, including the attached Schedules: 1. Definitions. For purposes of this Agreement, the following terms shall have the meanings assigned below. Other capitalized terms shall have the meanings set forth herein: (a) “Confidential Information” shall mean information that a disclosing party treats in a confidential manner and that is marked “Confidential Information” prior to disclosure to the other party. If information disclosed orally is considered confidential information by the disclosing party, that party must inform the other at the time of disclosure and confirm in writing within five (5) days of such disclosure that the information is to be treated as Confidential Information. Confidential Information does not include information which: (i) is public or becomes public through no breach of the confidentiality obligations herein; (ii) is disclosed by the receiving party with the prior written approval of the other party; (iii) was known by the receiving party at the time of disclosure, (iv) was developed independently by the receiving party without use of Confidential Information, (v) becomes known to the receiving party from a source other than the disclosing party through lawful means, (vi) is disclosed by the disclosing party to others without confidentiality obligations, or (vii) is required by law to be disclosed. (b) “Documentation” means the user instructions, manuals or other materials rega