consortium_agreement-20071201.html

嵌入式数据库sqlite 3.5.9的文档

<h3>4.1 Definition of Confidential Information</h3>

<p>"Confidential Information" means any Company proprietary information, 
technical data, trade secrets or know-how, including, but not limited to, 
research, product plans, products, services, customers, customer lists, 
markets, software, developments, inventions, processes, formulas, 
technology, designs, drawings, engineering, hardware configuration 
information, marketing, finances or other business information 
disclosed by Company either directly or indirectly in writing, 
orally or by drawings or inspection of parts or equipment.</p>

<h3>4.2 Non-Use and Non-Disclosure.</h3>

<p>Hwaci shall not, during or subsequent to the term of this Agreement,
use Company's Confidential Information for any purpose whatsoever
other than the performance of the Services or disclose 
Company's Confidential Information to any third party.  The parties 
acknowledge that Confidential Information will remain the sole
property of Company.  Hwaci shall take all reasonable precautions 
to prevent any unauthorized disclosure of Confidential Information 
including, but not limited to, having each employee or 
consultant of Hwaci, if any, with access to any 
Confidential Information, execute a nondisclosure agreement
containing provisions in Company's favor substantially similar 
to this Agreement.  Confidential Information does not include
information that: (i) is known to Hwaci at the time of 
disclosure to Hwaci by Company as evidenced by written 
records of Hwaci; (ii) has become publicly known and made 
generally available through no wrongful act of Hwaci; or 
(iii) has been received by Hwaci from a third party who is 
authorized to make such disclosure.</p>

<h4>4.2.1 Disclosure Required by Law</h4>
In the event any Confidential Information is required to be disclosed 
by Hwaci under the terms of a valid and effective subpoena or order 
issued by a court of competent jurisdiction, or by a demand or 
information request from an executive or administrative agency 
or other governmental authority, Hwaci shall, unless prohibited
by the terms of a subpoena, order, or demand, promptly notify 
Company of the existence, terms and circumstances surrounding 
such demand or request, shall consult with Company on the 
advisability of taking legally available steps to resist 
or narrow such demand or request, and, if disclosure of 
such Confidential Information is required, shall exercise 
its reasonable best efforts to narrow the scope of disclosure 
and obtain an order or other reliable assurance that 
confidential treatment will be accorded to such 
Confidential Information.  To the extent that Hwaci
is prohibited from notifying Company of a subpoena, 
order or demand, by the terms of same, Hwaci shall exercise 
its reasonable efforts to narrow the scope of disclosure.</p>

<h3>4.3 Return of Materials.</h3>

<p>Upon the termination of this Agreement, or upon Company's 
earlier request, Hwaci shall deliver to Company all of
Company's property or Confidential Information that Hwaci 
may have in Hwaci's possession or control.</p>

<h2>5.0 Intellectual Property</h2>

<h3>5.1 No Assignment</h3>

<p>Company acknowledges that all copyrightable material, notes, 
records, drawings, designs, inventions, improvements, developments, 
discoveries and trade secrets made, generated, conceived, or
reduced to practice by Hwaci related to SQLite
will remain the property of Hwaci.  Nothing in this Agreement
will be construed to transfer any intellectual property right 
of Hwaci to Company.</p>

<h3>5.2 Availability and Public Domain Dedication</h3>

<p>The SQLite Developers and Hwaci shall, 
subject to their discretion as to the quality
and suitability of the SQLite source code and documentation
for public release, make 
the SQLite source code and documentation
publicly available as downloadable files
and make a public statement ceding all intellectual 
property rights, including but not limited to copyright
and patent rights, in the SQLite source code and documentation
to the public domain.  
To the extent that the SQLite Developers and Hwaci 
elect not to release the SQLite
source code and documentation
publicly, they shall provide copies thereof to 
Company and hereby grants to Company, under all of the 
SQLite Developers' and Hwaci's 
rights
including but not limited to copyright and patent rights,
in and to the SQLite source code and documentation, 
perpetual, irrevocable, 
worldwide, non-exclusive, sublicenseable license to use, 
copy, prepare derivative works of, publicly perform and 
display the SQLite source code and documentation 
and derivative works thereof.</p>

<h3>5.3 Trademark</h3>

<p>Hwaci shall use the name "SQLite" only to apply to the 
publicly available project known by such name as of the 
Effective Date.  Hwaci may in its discretion file such 
trademark applications or registrations as it deems 
appropriate to protect or record its rights therein, 
and may set such policies as it deems appropriate for 
licensing the use of the trademark.</p>

<h2>6.0 Representations And Warranties</h3>

<h3>6.1 Intellectual Property Clearances.</h3>

<p>Hwaci hereby represents and warrants that Hwaci shall 
enter into agreements with the SQLite Developers sufficient 
to enable Hwaci to undertake the obligations of Section 5.</p>

<h3>6.2 Disclaimer.</h3>

<p>THE WORK PRODUCT AND ALL MATERIAL PROVIDED BY HWACI AND 
COMPANY ARE PROVIDED "AS IS."  NEITHER PARTY MAKES ANY 
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL
OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, 
CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO 
THE SUBJECT MATTER HEREOF, IN CONNECTION WITH THIS AGREEMENT.  
EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, 
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.</p>

<h2>7.0 Term And Termination</h2>

<h3>7.1 Term.</h3>

<p>This Agreement will commence on the Effective Date and 
will continue until 12 months after the Effective Date.
Thereafter, the parties may by mutual consent renew 
this Agreement subject to agreement on fees to be paid by 
Company for sponsorship for additional periods.</p>

<h3>7.2 Termination.</h3>

<p>If either party materially defaults in the performance 
of any of its material obligations hereunder and if any 
such default is not corrected within 30 days after notice 
in writing, then the non-defaulting party, at its option, 
may, in addition to any other remedies it may have, thereupon 
terminate this Agreement by giving written notice of 
termination to the defaulting party.</p>

<h3>7.3 Survival.</h3>

<p>Upon such termination all rights and duties of the
parties toward each other will cease except:  
Sections 4 (Confidentiality), 5 (Intellectual Property), 
and 8 (Miscellaneous) will survive termination of this Agreement.</p>

<h2>8. Miscellaneous</h2>

<h3>8.1 Nonassignment/Binding Agreement.</h3>

<p>The parties acknowledge that the unique nature of 
Hwaci's services are substantial consideration for the 
parties' entering into this Agreement.  Neither this 
Agreement nor any rights under this Agreement may be 
assigned or otherwise transferred by Hwaci, in whole 
or in part, whether voluntarily or by operation of law, 
without the prior written consent of Company, which 
consent will not be unreasonably withheld.  
Subject to the foregoing, this Agreement will be binding
upon and will inure to the benefit of the parties and
their respective successors and assigns. Any assignment 
in violation of the foregoing will be null and void.</p>

<h3>8.2 Notices.</h3>

<p>Any notice required or permitted under the terms of 
this Agreement or required by law must be in writing 
and must be:  (a) delivered in person; (b) sent by first 
class registered mail, or air mail, as appropriate; or 
(c) sent by overnight air courier, in each case properly 
posted and fully prepaid to the appropriate address set 
forth in the preamble to this Agreement.  Either party 
may change its address for notice by notice to the other 
party given in accordance with this Section.  Notices 
will be considered to have been given at the time of
actual delivery in person, three business days after 
deposit in the mail as set forth above, or one day after 
delivery to an overnight air courier service.</p>

<h3>8.3 Waiver.</h3>

<p>Any waiver of the provisions of this Agreement or 
of a party's rights or remedies under this Agreement 
must be in writing to be effective.  Failure, neglect, 
or delay by a party to enforce the provisions of this 
Agreement or its rights or remedies at any time, will
not be construed as a waiver of such party's rights 
under this Agreement and will not in any way affect 
the validity of the whole or any part of this Agreement 
or prejudice such party's right to take subsequent action. 
No exercise or enforcement by either party of any right
or remedy under this Agreement will preclude the 
enforcement by such party of any other right or remedy 
under this Agreement or that such party is entitled by 
law to enforce.</p>

<h3>8.4 Severability.</h3>

<p>If any term, condition, or provision in this Agreement 
is found to be invalid, unlawful or unenforceable to 
any extent, the parties shall endeavor in good faith 
to agree to such amendments that will preserve, as far
as possible, the intentions expressed in this Agreement. 
If the parties fail to agree on such an amendment, 
such invalid term, condition or provision will be 
severed from the remaining terms, conditions and
provisions, which will continue to be valid and 
enforceable to the fullest extent permitted by law.</p>

<h3>8.5 Integration.</h3>

<p>This Agreement contains the entire agreement of the 
parties with respect to the subject matter of this 
Agreement and supersedes all previous communications, 
representations, understandings and agreements, 
either oral or written, between the parties with 
respect to said subject matter.  This Agreement 
may not be amended, except by a writing signed by both parties.</p>

<h3>8.6 Counterparts.</h3>

<p>This Agreement may be executed in counterparts, 
each of which so executed will be deemed to be an 
original and such counterparts together will constitute 
one and the same agreement.</p>

<h3>8.7 Governing Law.</h3>

<p>This Agreement will be interpreted and construed in 
accordance with the laws of the State of North Carolina
and the United States of America, without regard to
conflict of law principles.  All disputes arising out 
of this Agreement will be subject to the exclusive 
jurisdiction of the state and federal courts located in 
North Carolina, and each party hereby consents to the 
personal jurisdiction thereof.</p>

<h3>8.8 Independent Contractors.</h3>

<p>It is the intention of the parties that Hwaci is an 
independent contractor.  Nothing in this Agreement will 
in any way be construed to constitute Hwaci or any of 
its employees as an agent, employee or representative 
of Company.</p>

<h2>9.0 Signatures</h2>

<p>The parties have executed this Agreement below to 
indicate their acceptance of its terms.</p>

<table width="100%" border="0">
<tr><td valign="top">
HWACI<br>
By:<hr>
<p>&nbsp;</p>
Print Name:<hr>
<p>&nbsp;</p>
Title:<hr>
<p>&nbsp;</p>
</td><td width="10%"></td>
<td valign="top">
COMPANY<br>
By:<hr>
<p>&nbsp;</p>
Print Name:<hr>
<p>&nbsp;</p>
Title:<hr>
<p>&nbsp;</p>
</td></tr></table>