PATENT LICENSE AGREEMENT
This Patent License Agreement (“
Agreement
”) is effective this ___ day of ________,2011 (the “
Effective Date
”) and is entered into by and between (i) National Association of
Realtors®, an Illinois corporation, having its principal place of business at 430 North Michigan
Avenue, Chicago, Illinois 60611 (“
NAR
”), and (ii) _______________, a _______________ corporation, having a place of business at ______________________________(“
Vendor
”).
NAR and Vendor are collectively ref
erred to as the “Parties,” and individually as a “Party.”
RECITALS
WHEREAS, NAR entered into an agreement with CIVIX-
DDI, LLC (“
CIVIX
”) on
May18,
2011 (“
the NAR-CIVIX Agreement,
”
Attachment 1
);WHEREAS, NAR and CIVIX entered into an Amendment to the NAR-CIVIX
Agreement on May 26, 2011 (“
the May 26, 2011 Amendment,
”
Attachment 2
);WHEREAS, in the NAR-CIVIX Agreement, NAR obtained a right to grant to MLSs andtheir Affiliates (as defined below) a non-
exclusive license under CIVIX’s Patents (as defined
below);WHEREAS, in the May 26, 2011 Amendment, NAR obtained the right to grant toVendor and its Affiliates (as defined below) a non-
exclusive license under CIVIX’s Patents (as
defined below);WHEREAS, CIVIX, the owner of the patent rights that are the subject of this Agreement,has confirmed that terms and conditions of this Agreement are consistent with the NAR-CIVIXAgreement;
NOW, THEREFORE
, in consideration of the above premises and mutual covenants of the Parties herein, the Parties, intending to be legally bound, agree as follows:
2
1. DEFINITIONS
In addition to the terms defined above and elsewhere in this Agreement, the followingterms shall have the following meanings:1.1.
“NAR” shall mean National Association of Realtors
®.1.2.
“Vendor” shall include Vendor’s officers, directors, agents, employees,
shareholders, predecessors, successors, assigns, subsidiaries and Affiliates.1.3.
“CIVIX Patents” shall mean (a) all patents and patent applications owned,
pending or controlled by CIVIX as of, and acquired subsequent to, the EffectiveDate including, without limitation, (a) U.S. Patent No. 6,385,622 C1 and U.S.Patent No. 6,415,291 C1; (b) any reissues, reexaminations and extensions of anyof the patents and/or applications identified in (a), and (c) all parent, grandparent,child, grandchild and sibling patents to those identified in (a).1.4.
“Licensed Vendor Products and Services” shall mean any real estate
-relatedproducts, software, applications, databases, systems or services made, offered,provided, licensed or sold by or for Vendor or its Affiliates. Licensed VendorProducts and Services shall not include products, software, applications,databases, systems or services made, offered, provided, licensed or sold for non-real estate-related uses.1.5.
“Affiliate” s
hall mean any partnership, corporation, limited liability company,
joint venture controlled by Vendor, where “control” means the ownership of 50%
or more of the equity interests directly by Vendor, or indirectly through one ormore subsidiaries of Vendor, or 50% or more of the voting control of such entity,
3
or the ability to direct the affairs of such entity whether by ownership of securities, contract or otherwise.1.6.
“Supplier” shall mean any third party that provides technology that is
incorporated into the Licensed Vendor Products and Services.1.7.
“MLS” shall mean Multiple Listing Service as that term is commonly used in the
real estate brokerage industry, and includes an organization which facilitatescooperation between real estate licensees and affiliated participants such asappraisers and is a vehicle for accumulating and disseminating proprietary andpublic information to them, their clients and customers and the public.1.8.
“Existing Vendor Customer” shall mean any
state and local REALTOR®association, commercial and residential MLS and their existing and futureparticipants, member and subscribers, licensed real estate broker, real estatebrokerage, real estate agent, real estate agency, real estate appraiser or otherauthorized person or entity that entered into an agreement with a Vendor to useLicensed Vendor Products and Services prior to or on the Effective Date.1.9.
“Future Vendor Customer” shall mean any
state and local REALTOR®association, commercial and residential MLS and their existing and futureparticipants, member and subscribers, licensed real estate broker, real estatebrokerage, real estate agent, real estate agency, real estate appraiser or otherauthorized person or entity that a) enters into an agreement with a Vendor to useLicensed Vendor Products and Services after the Effective Date, and b) is not anExisting Vendor Customer or a Previously Licensed MLS Subscriber.
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