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World Bank Master Community License Agreement

THIS WORLD BANK COMMUNITY LICENSE AGREEMENT ("Agreement") is entered between the International Bank for Reconstruction and Development/International Development Association ("World Bank") and the party identified as licensee on the signature page of this Agreement ("Licensee"). Licensee and the World Bank are each referred to herein as a "Party" and collectively as, the "Parties".

A. The World Bank has developed that certain computer software identified on Exhibit B ("Licensed Software") for use for the public good and desire to make the Licensed Software available to Licensee on a royalty-free basis, subject to certain other terms and conditions.

B. Licensee wishes to secure certain rights to use, modify and sublicense the Licensed Software.

NOW, THEREFORE, in consideration of the mutual promises of the Parties and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

  1. Definitions

    1. "Contribution" means any subject matter which is created by any person, which subject matter has the effect of adding to, deleting from, replacing, or otherwise modifying the text, binary or other material in a Core Program, whether deriving directly from a Core Program or from Licensed Software. A Contribution may be included in the same file as material from a Core Program, or in a separate file that is or can be used in connection with a compilation, build or similar process to add to, delete from, replace or otherwise modify material from the file containing Licensed Software.

    2. "Core Programs" mean the Computer programs and associated data originally created by or for the World Bank as part of the Licensed Software and made available by the World Bank or its licensees pursuant to the terms equivalent to those of this Agreement.

    3. "Covered Licensee" has the meaning set forth in Section 2.3.

    4. "Covered Work" means any work that includes Licensed Software and Independent Software.

    5. "Distribute" means, for the purpose of this Agreement, to deliver or offer to deliver a copy of a work to a person other than to a person controlled by, controlling or under common control with the first person or a person engaged solely to develop, maintain, test, or operate such work on behalf the first person.

    6. "Exploit" means in the case of copyrightable subject matter to copy, make derivative works, distribute, display, and perform such subject matter and any analogous or additional rights provided under the laws of any country within the Licensed Territory. In the case of patentable subject matter, "Exploit" includes the right to make, use, sell, offer for sale, have made, import the relevant subject matter. Except as expressly provided in this Agreement, the right to Exploit does not include the right to authorize others to Exploit the subject matter.

    7. "Independent Software" means any software that does not include any Core Programs or Contributions. No software contained in the same file as Licensed Software shall be deemed Independent Software under the terms of this Agreement.

    8. "Licensed Software" means the Core Programs identified on Exhibit B hereto, together with any Contributions thereto, whether in Source Code or Object Code form.

    9. "Licensed Territory" has the meaning set forth in Section 2.2.

    10. "Object Code" means any version of a computer program which is capable of being installed, loaded, and operated on a computer without any intervening process other than a system loader or linkage editor or a real-time interpreter.

    11. "Source Code" means any version of a computer program other than Object Code, including without limitation any text or text-equivalent capable of being compiled or translated into Object Code, and any associated documentation in existence that is necessary or convenient to compile, modify, edit (including without limitation any linkage edit or build process), integrate and configure such computer program for installation and/or use.

  2. Licenses

    1. Basic Grant. Subject to Licensee's compliance with all terms and conditions of this Agreement, World Bank grants to Licensee the royalty-free, perpetual, non-exclusive right and license to Exploit the Licensed Software, whether alone or as part of a Covered Work.

    2. Territorial Limitations. The rights granted to Licensee hereunder only apply to exploitation in the member countries of the World Bank ("Licensed Territory").

    3. Rights in Contributions. Licensee hereby grants to World Bank a paid up, royalty-free, perpetual, irrevocable, non-exclusive, sublicenseable right and license to Exploit any Contributions created by or for Licensee, effective immediately on the first Distribution of any work containing a Contribution. Such Contribution shall be thereafter considered part of the Licensed Software and authorized for Exploitation by any person or entity who has received rights to the Core Software ("Covered Licensee").

    4. Patent Rights. Licensee further grants to World Bank and all other Covered Licensees a paid up, royalty-free, perpetual, irrevocable and sublicenseable license to Exploit its Contributions or any version of the Licensed Software including its Contributions under any patents now or in the future owned or licenseable by Licensee, solely to the extent that such Exploitation is of a work consisting of Licensed Software and Licensee's Contribution.

    5. Sublicenses. In the event that Licensee is an entity chartered under the laws of a nation state within the Licensed Territory, Licensee shall be permitted to grant sublicenses to others to Exploit the Licensed Software pursuant to a license agreement containing the provisions set forth in Exhibit A hereto, as the same may be modified from time to time by the World Bank in accordance with this Section. Licensee shall maintain a computerized repository from which sublicensees may download the Licensed Software, which repository shall require a reasonable means by which the Licensee so downloading the code may be identified. If practicable, each downloadable copy shall be electronically watermarked so as to identify the repository from which it has been downloaded. Nothing herein shall be deemed to prohibit the restriction or fee-based licensing of Covered Works, provided that Licensee and any sublicensees comply in full with all requirements for the unrestricted further distribution of Licensed Software included within such Covered Work. Except as expressly provided in this Section 2.5, Licensee shall not grant sublicenses of Licensed Software and/or any Contribution to any person.

    6. Revision of Sublicense Terms. The World Bank may from time to time establish different terms for sublicenses to replace the terms of Exhibit A hereto. Such different terms shall apply to any sublicenses granted by Licensee pursuant to Section 2.5, on ten (10) days notice given to Licensee pursuant to this Agreement, by which time Licensee shall have posted the revised terms in print (if previously published in print) and any electronically accessible location where it has previously posted such terms..

    7. No Personal Use. Licensee represents and warrants that the Licensed Software is not intended to be used and will not be used or authorized for use for personal, household and/or family uses.

  3. Obligations of Licensee

    1. Distribution of Source Code. In the event that Licensee Distributes any form of the Licensed Software, whether as Source Code or Object Code and whether by itself or as part of a Covered Work, Licensee shall promptly make available the full Source Code of such Licensed Software (including any Contributions by Licensee) to all persons on the terms set forth in Exhibit A, either by making such Source Code accessible in a commonly available online source code repository, an online repository under the direct control of Licensee, or by notifying such persons that such Source Code may be delivered by electronic transmission to any requesting person, at no charge other than a reasonable fee covering the cost of distribution to the recipient.

    2. Inclusion of Applicable License Provisions. Licensee shall assure that every copy of Licensed Software (including any such copy included in a Covered Work) shall either include the full text of the license required by Section 3.2 or a statement that identifies a uniform resource locator which contains the applicable license.

    3. No Further Restrictions. Licensee shall not impose any restrictions on the further use, distribution or modification of Licensed Software, whether distributed by itself or as part of a Covered Work, provided that the License Software is made available by Licensee and its sublicensee on terms specified in Exhibit A hereto. Nothing herein shall prohibit Licensee from imposing any conditions Licensee sees fit on the subsequent distribution of Independent Software included in any Covered Work.

    4. Enforcement of Sublicenses. By accepting this License Agreement and a copy of the Licensed Software, Licensee agrees that it will take action to enforce the terms of any sublicenses, including without limitation seeking injunctive or other equitable relief. Licensee shall not, however, name or attempt to name the World Bank as an involuntary plaintiff in any such action, without the prior written consent of the World Bank . No enforcement action shall be required if the World Bank is deemed a necessary party plaintiff or defendant and the World Bank withholds consent to being so named. In the event that Licensee becomes aware of breaches of any of its sublicenses, it shall notify the World Bank in writing as soon as practicable and, in the event Licensee determines to seek legal relief, it shall so notify the World Bank of its intention to pursue such legal relief.

    5. Conditions of License. Sections 3.1 through 3.4 above are conditions of the licenses granted in Article 2 Licensee specifically acknowledges that its failure to comply strictly with such conditions voids all licenses granted to Licensee hereunder, without further notice from World Bank. Sublicenses granted by Licensee in accordance with this Agreement shall continue in effect, provided that the applicable sublicensees comply and continue to comply with all provisions of Exhibit A hereto.

    6. Permitted Arrangements. Nothing herein shall prohibit Licensee (or any sublicensee) from offering and charging for warranty, support, indemnity, or liability obligations to one or more recipients of Licensed Software or Covered Works, provided that Licensee and any applicable sublicensee prominently notifies any persons purchasing such additional obligations that such obligations are solely the obligations of the persons offering such obligations neither World Bank nor any person other than the person offering such services is obligated or responsible in any way with respect to the Licensed Software or any portion thereof.

    7. Attribution and Disclaimer. All copies of Licensed Software and/or Covered Works Distributed by Licensee and any sublicensee deriving from Licensee shall contain a notice that certain underlying work was originally developed by or for the World Bank, that the World Bank is not responsible for the accuracy, other functionality or performance of such Licensed Software and/or Covered Work.

  4. Warranties by Licensee

    1. Non-infringement of Copyright. Licensee hereby represents and warrants to World Bank and any persons who are licensees of Licensed Software deriving from Core Software that its Contributions are and/or will be either its original works of authorship or that it has sufficient rights in such Contributions to grant the rights required to be granted in such Contributions (and derivatives thereof) pursuant to this Agreement.

    2. Patent Warranties. Licensee hereby represents that, to the best of its knowledge, the combination of any Licensed Software with a Contribution from Licensee does not infringe the patent rights of any third party.

    3. Disclaimer. LICENSEE UNDERSTANDS AND AGREES THAT ITS USE (INCLUDING WITHOUT LIMITATION, THE EXERCISE OF ANY RIGHTS GRANTED TO IT UNDER THIS AGREEMENT) OF THE SOFTWARE IS AT LICENSEE'S SOLE RISK. THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE WORLD BANK DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. IN PARTICULAR, THE WORLD BANK DOES NOT REPRESENT OR WARRANT THAT ANY INFORMATION OR OTHER CONTENT OBTAINED OR VIEWED BY LICENSEE OR ANYONE ELSE AS A RESULT OF LICENSEE'S EXPLOITATION OF THE SOFTWARE WILL BE ACCURATE, COMPLETE OR RELIABLE, THAT LICENSEE'S ACCESS TO THE SOFTWARE WILL BE UNINTERRUPTED, FREE OF MALICIOUS CODE OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. THE WORLD BANK DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM , OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OF, PERFORMANCE OF OR OTHER DEALINGS IN THE SOFTWARE. THE WORLD BANK GROUP DISCLAIMS ALL EQUITABLE INDEMNITIES.

    4. Limitation of Liability. THE WORLD BANK EXPRESSLY DISCLAIMS AND IN NO EVENT BE LIABLE UNDER ANY THEORY OF LIABILITY WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTIES KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO AS A RESULT OF: (A) LICENSEE'S USE OF OR INABILITY TO USE THE SOFTWARE OR (B) ANY LOSS OF DATA. SHOULD ANY OF THEWORLD BANK BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED $100.00 IN THE AGGREGATE.

    5. Indemnity by Licensee. Licensee agrees that Licensee will release, indemnify and hold harmless the World Bank and each of their respective business partners, content providers, licensors and service providers, and any of their respective officers, directors, shareholders, employees, contractors, representatives, or agents (including without limitation any authors or copyright holders of the Software) (collectively, the "World Bank Indemnified Parties") from and against any and all claims, actions, losses, damages, costs, fees and expenses (including attorneys' fees) arising out of or relating to: (i) Licensee's use or Exploitation of the Licensed Software, (ii) Licensee's data, (iii) Licensee's connection to the Software, (iv) Licensee's violation of this Agreement, (v) Licensee's violation of any rights of another, and/or (vi) the Exploitation and licensing of the Licensed Software by any person claiming rights by operation of any license granted by Licensee to such person.

    6. Waiver and Release. Licensee hereby waives any rights and benefits it may have or that may accrue to it under any law providing that a general release does not extend to claims that the creditor does not know or suspect to exist in his, her or their favor at the time of executing the release, which if known by him, her or them must have materially affected his settlement with the debtor, or something substantially similar. The World Bank reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee, and Licensee shall not in any event settle any matter without the written consent of the World Bank Indemnified Parties.

  5. Miscellaneous Provisions

    1. Governing Law. This Agreement and the relationship between and among the Parties shall be governed by the Laws of the State of New York, United States of America, without giving effect to any choice or conflict of law provision or rule (whether of the state of New York or any other jurisdiction). Licensee agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Software or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

    2. Remedies. [injunctive remedies, etc., to conform to arbitration clause.]

    3. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or that contests the validity of this Agreement, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules from time to time in force. The place of arbitration shall be New York, New York and the arbitration shall be conducted in English. The Parties hereby waive any rights under any applicable law to appeal any arbitration award or to seek determination of a preliminary point of law with respect to such proceedings. Notwithstanding the foregoing, The World Bank shall have the right to seek interim, provisional or other equitable relief, including temporary or permanent injunctive relief, as necessary to protect its interests.

    4. Preservation of Immunities. Nothing in this Agreement and no submission by The World Bank to arbitration shall be construed as a limitation upon or a waiver, renunciation or modification of any immunities, privileges or exemptions of the World Bank accorded under any of the Articles of Agreement of the International Bank for Reconstruction and Development, international convention or any applicable law. Such immunities, privileges or exemptions are specifically reserved.

    5. Notices. Any notice required or permitted to be given pursuant to this Agreement shall be effective if given by electronic mail addressed to the applicable Party at the address set forth in connection with its signature on this Agreement.

    6. Execution. This Agreement may be executed in duplicates or counterparts and transmitted by facsimile or other imaging means.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the ___ day of _____.

International Bank for Reconstruction and Development / International Development Association _________________________________

By_______________________________\ By ______________________________ its

EXHIBIT A

REQUIRED SUBLICENSE TERMS

A sublicense granted pursuant to the World Bank Master Community License Agreement shall include the following provisions:

  1. A preamble as follows:

By acquiring a copy of the Survey Solutions (the "Subject Software"), the person so acquiring such copy, for himself/herself and on behalf of his or her employer or principal (collectively, "Licensee"), acknowledges and agrees that the exploitation of the Subject Software is subject strictly to the terms and conditions of this License Agreement, that Licensee is furthermore bound to perform all obligations of Licensee in all material respects, and that this Agreement may be enforced against Licensee by Licensor and/or any other person or entity who holds the copyright to the Core Software, the Licensed Software, or any Contribution thereto, as defined below.

  1. All definitions included in Article 1 of the Agreement.

  2. The following sections:

Basic Grant. Subject to Licensee's compliance with all terms and conditions of this Agreement, Licensor grants to Licensee the royalty-free, perpetual, non-exclusive right and license to Exploit the Licensed Software, whether alone or as part of a Covered Work.

Territorial Limitations. The rights granted to Licensee hereunder only apply to exploitation in the member countries of the World Bank ("Licensed Territory").

Rights in Contributions. Licensee hereby grants to Licensor and its licensors a paid up, royalty-free, perpetual, irrevocable, non-exclusive, sublicenseable right and license to Exploit any Contributions created by or for Licensee, effective immediately on the first Distribution of any work containing a Contribution.

Patent Rights. Licensee further grants to Licensor and its licensors and their respective licensees a paid up, royalty-free, perpetual, irrevocable and sublicenseable license to Exploit its Contributions or any version of the Licensed Software including its Contributions under any patents now or in the future owned or licenseable by Licensee, solely to the extent that such Exploitation is of a work consisting of Licensed Software and Licensee's Contribution.

No Personal Use. Licensee represents and warrants that the Licensed Software is not intended to be used and will not be used or authorized for use for personal, household and/or family uses.

Distribution of Source Code. In the event that Licensee Distributes any form of the Licensed Software, whether as Source Code or Object Code and whether by itself or as part of a Covered Work, Licensee shall promptly make available the full Source Code of such Licensed Software (including any Contributions by Licensee) to all persons on the terms set forth in this License Agreement, either by making such Source Code accessible in a commonly available online source code repository, an online repository under the direct control of Licensee, or by notifying such persons that such Source Code may be delivered by electronic transmission to any requesting person, at no charge other than a reasonable fee covering the cost of distribution to the recipient.

Inclusion of Applicable License Provisions. Licensee shall assure that every copy of Licensed Software (including any such copy included in a Covered Work) shall either include the full text of this license or a statement that identifies a uniform resource locator which contains the applicable license.

No Further Restrictions. Licensee shall not impose any restrictions on the further use, distribution or modification of Licensed Software, whether distributed by itself or as part of a Covered Work, other than the terms of this License. Nothing herein shall prohibit Licensee from imposing any conditions Licensee sees fit on the subsequent distribution of Independent Software included in any Covered Work.

Non-infringement of Copyright. Licensee hereby represents and warrants to Licensor Parties and any persons or entities who are licensees of Licensed Software that its Contributions are and/or will be either its original works of authorship or that it has sufficient rights in such Contributions to grant the rights required to be granted in such Contributions (and derivatives thereof) pursuant to this Agreement.

Patent Warranties. Licensee hereby represents that, to the best of its knowledge, the combination of any Licensed Software with a Contribution from Licensee does not infringe the patent rights of any third party.

Disclaimer. LICENSEE UNDERSTANDS AND AGREE THAT ITS USE (INCLUDING WITHOUT LIMITATION, THE EXERCISE OF ANY RIGHTS GRANTED TO IT UNDER THIS AGREEMENT) OF THE SOFTWARE IS AT LICENSEE'S SOLE RISK. THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSEE, FOR ITSELF AND ITS LICENSORS ("COLLECTIVELY LICENSOR PARTIES") DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. IN PARTICULAR, LICENSOR PARTIES DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION OR OTHER CONTENT OBTAINED OR VIEWED BY LICENSEE OR ANYONE ELSE AS A RESULT OF LICENSEE'S EXPLOITATION OF THE SOFTWARE WILL BE ACCURATE, COMPLETE OR RELIABLE, THAT LICENSEE'S ACCESS TO THE SOFTWARE WILL BE UNINTERRUPTED, FREE OF MALICIOUS CODE OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. LICENSOR PARTIES DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM , OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OF, PERFORMANCE OF OR OTHER DEALINGS IN THE SOFTWARE. LICENSING PARTIES DISCLAIM ALL EQUITABLE INDEMNITIES.

Limitation of Liability. LICENSOR PARTIES EXPRESSLY DISCLAIM AND IN NO EVENT WILL ANY OF THEM BE LIABLE UNDER ANY THEORY OF LIABILITY WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTIES KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO AS A RESULT OF: (A) LICENSEE'S USE OF OR INABILITY TO USE THE SOFTWARE OR (B) ANY LOSS OF DATA. SHOULD THEWORLD BANK BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED $100.00 IN THE AGGREGATE.

Indemnity by Licensee. Licensee agrees that Licensee will release, indemnify and hold harmless Licensor Parties and each of Licensor Parties' respective business partners, content providers, licensors and service providers, and any of their respective officers, directors, shareholders, employees, contractors, representatives, or agents (including without limitation any authors or copyright holders of the Software) (collectively, the "Licensor Indemnified Parties") from and against any and all claims, actions, losses, damages, costs, fees and expenses (including attorneys' fees) arising out of or relating to: (i) Licensee's use or Exploitation of the Licensed Software, (ii) Licensee's data, (iii) Licensee's connection to the Software, (iv) Licensee's violation of this Agreement, (v) Licensee's violation of any rights of another, and/or (vi) the Exploitation and licensing of the Licensed Software by any person claiming rights by operation of any license granted by Licensee to such person.

Express Third Party Beneficiary. Licensee acknowledges and agrees that the World Bank is an express third party beneficiary of this agreement and is entitled to enforce the terms of this Agreement or to assume the prosecution of any remedy, either in addition to or in lieu of enforcement undertaken by Licensor.

Governing Law. This Agreement and the relationship between and among the Parties shall be governed by the Laws of the State of New York, United States of America, without giving effect to any choice or conflict of law provision or rule (whether of the state of New York or any other jurisdiction). Licensee agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Software or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Arbitration. This Agreement, at the option of Licensor, or The World Bank so elects, The World Bank, may be enforced against Licensee in the state or federal courts of the State of New York, the courts of the country in which Licensee resides, or any other appropriate jurisdiction, or concurrently in more than one jurisdiction. Subject to the foregoing option of Licensor or The World Bank, any controversy or claim arising out of or relating to this Agreement, or that contests the validity of this Agreement, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules from time to time in force. The place of arbitration shall be New York, New York and the arbitration shall be conducted in English. The Parties hereby waive any rights under any applicable law to appeal any arbitration award or to seek determination of a preliminary point of law with respect to such proceedings. Notwithstanding the foregoing, The World Bank shall have the right to seek interim, provisional or other equitable relief, including temporary or permanent injunctive relief, as necessary to protect its interests.