Non-Exclusive Royalty Free License For Sce's Use Cases
This License Agreement is between Southern California Edison with offices located at 2244 Walnut Grove Ave., Rosemead, CA 91770 ("SCE") and you ("Licensee") and governs any use of the "2006 Use Cases", which are identified as such on SCE's webpage, and included on this webpage. These 2006 Use Cases describe specific methods and systems for using advanced metering system technology.
A. Whereas SCE asserts that the description of the 2006 Use Cases ("Work") is protected under the copyright laws of the United States and foreign countries.
B. Whereas SCE has a pending U.S. patent application that is based on the 2006 Use Cases entitled "Method Of Communicating Between A Utility And Its Customer Locations," application serial number 11/626,810.
C. Whereas SCE wants to further the development of a competitive market for advanced meter system technologies.
D. Whereas Licensee is a person or entity that wants to use the 2006 Use Cases.
Accordingly, the Parties agree as follows:
1. License Grants: SCE grants Licensee, a non-exclusive, royalty free, worldwide license to all or part of the Work. The license includes the rights to use, copy, display, distribute, publish and create derivative works of all or part of the Work. SCE grants Licensee a non-exclusive royalty free, world-wide license to use, make, have made, lease, sell, offer for sale, import, export or otherwise transfer any apparatus/product/system (including through standard distribution channels) and to practice any method covered by any Patent Rights. The term "Patent Rights" refers to any patent issuing on U.S. Patent application serial number 11/626,810, and any divisionals, continuations, continuation-in-parts, and reissues thereof. The licenses granted above may be assigned by the Licensee to a successor in interest to all or substantially all of Licensee's business. In addition, the licenses granted above shall apply to any of Licensee's Affiliates, customers, agents, and representatives. Contractors that Licensee determines need to have rights under the License granted hereunder can obtain their own license. The licenses granted in this Section are irrevocable, except if Licensee breaches any term of this Agreement, including the condition of Section 6 of this Agreement.
2. Export Requirements. Export requirements may apply to any use of the 2006 Use Cases outside of the United States and Licensee may need to comply with any export requirements.
3. Copyright Ownership and Notice. Licensee shall not remove or alter any notices placed by SCE on any SCE documents provided to Licensee (including any copyright notices). Licensee shall place a copyright notice identifying SCE as an owner on any published work that is substantially similar to the Work. The notice of SCE's copyright shall be affixed in a manner and location as to give reasonable notice of SCE's claim of copyright pursuant to 17 U.S.C. § 401. It is requested that any derivative work of the Work include an acknowledgment of the use of the Work, including identification of SCE. Licensee shall own the copyright in any derivative works subject to SCE's ownership of the underlying original Work.
4. No Warranties. The licenses granted are on an "as is" basis, without any warranties and representations, and expressly do not include any implied or express warranty of non-infringement of any third party's rights or validity or enforceability of the Patent Rights. Neither party will indemnify or defend the other party from any claims of infringement, nor loss or damage of any kind, that might arise from the Licenses granted.
5. Term. This Agreement shall take effect on the date that the 2006 Use Cases were completed (which shall be deemed to have occurred on May 5, 2006) and shall expire upon the expiration of the copyright in the Work and the expiration of the Patent Rights, whichever occurs last.
6. Condition of License. Licensee and any Affiliates of Licensee shall not:
i. sue SCE or any of its Affiliates or any other Licensee for patent infringement where such suit is based on an activity that is related to or described by the 2006 Use Cases, or
ii. sue an SCE vendor for patent infringement with regard to services or products that are provided to SCE or SCE Affiliates based on the 2006 Use Cases.
The term "Affiliates" any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with a party. For purposes of this definition, "control" means the power, direct or indirect, to direct or cause the direction of the management and policies of such person, whether by contrmeansact or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Any breach of this condition may result, in SCE's sole discretion, in SCE terminating the Licenses of Section 1. However, SCE shall have no obligation to initiate suit or occur any costs due to such breach and termination.
7. Venue and Jurisdiction. Any dispute relating to or arising under this Agreement shall be resolved in a Federal Court or State Court located in Los Angeles County, California. The parties agree to personal jurisdiction before such court. The court shall apply the law of California without regard to any other provisions of law which may cause the application of any law other than the internal laws of the State of California and Federal law. Acceptance. This License Agreement may be accepted by the method indicated on SCE's website. By using this mechanism, you represent that you are authorized to sign this License Agreement and that you are signing this License Agreement with the intent of being bound to its terms and conditions.