This agreement offers a no-charge license for evaluation. It contains
placeholders which you should fill in as appropriate, for:

(date) ...the date you sign it,
XXX..... your organization... it says a company, but you can change
that to "a university department" or whatever, as appropriate,
YYY.... your organization address
DATE1... a date you propose to receive the tool (it can be the same as
(date)
DATE2... a date six months later, at which we would like to receive a
paragrap[h by email describing your experience,
DATE3... two years after (date), termination date for evaluation
period. We can discuss renewal at that time. At some point the tool
may go commercial.

Then print it out, sign it, fax a copy to me at 1-613-520-5727 and
also email me a notification at cmw@sce.carleton.ca. I will sign it,
fax it back, and set up a passwrod for you to download the entire
package.

Murray Woodside, Dept of Systems and Computer Engineering, Carleton
University

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SOFTWARE EVALUATION AGREEMENT FOR THE LAYERED QUEUEING NETWORK SOLVER

This is an agreement made and entered into on (date), between Carleton
University ("the Owner"), located at 1125 Colonel By Drive, Ottawa K1S
5B6, and XXX ("the Evaluator"), a company having its principal offices
at YYY, concerning certain software and documentation described below
("the Software"), consisting of the Layered Queueing Network Solver,
and two ancillary programs MultiSRVN and ParaSRVN.

Whereas Carleton University, in its Real-time and Distributed Systems
Laboratory, has developed the Software, which embodies
and reflects intellectual property of the University and of its
developers,

Whereas the Evaluator is interested in licensing the Software
to evaluate its usefulness,

Whereas Carleton University is willing to deliver and demonstrate a
copy of the Software for the purpose of evaluation,

The parties agree as follows:

1. The Owner shall deliver one copy of the Software, in the form of
executables and documentation to the Evaluator, on or about DATE1,

2. The Evaluator shall provide a short report describing the
usefulness of the software, some time before DATE2 (six months
later). After this the Evaluator may continue to use the Software for
similar work, provided it makes periodic reports (at least annually)
to the Owner on its usefulness. 

3. The Software is furnished to the Evaluator for the sole purpose of
evaluating its usefulness. To this end it may use the Software for any
purpose of its own. The Evaluator shall not provide the
software to any other party, or permit any other party to use the
Software. The Evaluator will protect the Software in the same way it
protects its own proprietary information.

4. This agreement conveys to the Evaluator a limited right of use, and
except for this right of use the Evaluator shall not assert any right,
title, or interest in any part of the Software.

5. The Owner represents and the Evaluator accepts that the Software
represents substantial intellectual property and trade secrets of the
Owner, and  the Evaluator agrees to hold these secrets in confidence,
and not disclose them to third parties. The Owner claims and reserves
all rights and benefits afforded under copyright laws and conventions
in the Software. The Owner's trade secrets do not include information
is already known to the Evaluator, or that has entered or later enters
the public domain by some means other than disclosure by the
Evaluator.

6. This agreement shall commence on (date) and end on (DATE3, two years
later). Obligations that by their nature continue after termination
of the Agreement will remain binding upon the parties.

7. The Owner disclaims any warranties or promises except as set forth
in this agreement, with respect to the Software, including defects and
fitness for a particular purpose.

8. In no event shall the Owner be liable to the Evaluator for any loss
of profits, any damages, or any claims or demands.

9. This Agreement shall be governed by the laws of Ontario.

In execution whereof:

For Carleton Univ.	The Developer		For the Evaluator

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Title:
__________________	_________________	_________________
Date:
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