From: [l--y--b] at [fnordbox.UUCP] (Loyd Blankenship) Newsgroups: rec.games.frp.misc Subject: SJG Computer Game Aids Date: 19 Mar 93 13:27:17 CST GENERAL GAME-ASSISTANCE PROGRAM LICENSE FORM - STEVE JACKSON GAMES Comments by Steve Jackson - updated 3-4-93 This is the licensing form which SJ Games uses to give permission to create computerized character generators, GM aids, and so on for its games. It's illegal to distribute such programs without our approval, so we've gone to our lawyers for a form that will let us give approval in as streamlined a way as possible, without giving up any of our own rights. If you're just writing a program for your own use, you don't need our permission. But if you're going to sell - or even GIVE AWAY - a single copy, you DO need our permission, and this license is the way to get it. Yes, that includes shareware. Yes, that includes Lotus and similar spreadsheets. Yes, that includes so-called "public domain" work. You can't put my copyrighted material, or anything based on it, in the public domain, because it ain't yours to begin with. We are not trying to prevent the creation of these programs. We want to ENCOURAGE it, which is why we paid fat legal bills for this agreement form. But the trademark and copyright laws require us to "protect" our intellectual property with great formality, or risk losing it. (If this bothers you, write your Congressman.) Yes, some of the protection provisions are one-sided. That's because this license is for OUR protection. They are, after all, our games and our livelihood . . . :-) COSTS: If you give away your program, this license will cost you nothing, not even a registration fee. (Editorial comment: I do not agree with the idea that all programmers have some sort of moral requirement to give away their work. On the other hand, if you choose to do that I applaud you, and I won't ask you to pay any sort of fee.) If you're going to sell your program, as shareware or any other way, this license will cost you 5% of the retail value of your sales, and believe you me, you're getting away cheap. If you want to do a professionally-packaged product - possibly with exclusivity, and varying in other ways from the terms of this license - we can talk. But don't expect it to be this cheap! On the other hand, we supply artwork, marketing support and so on to our commercial licensees, whereas the deal described below is sink-or-swim. HOW TO USE THIS FORM: Download it, read it, and either fill in the blanks, or send a cover letter with all the required information. It would be courteous to include SASE. If your program is already done, send it along, and we'll send your license and approval in one bite (assuming your program RUNS, of course . . . ) We will print out a shiny new copy of the license, with the blanks filled in, notarized and everything, and send it to you. Sign it and send it back. Once the signed copy is in our files, you're legal and official, as long as you comply with the terms of the agreement. ---------------License starts below - cut here --------------------------- STEVE JACKSON GAMES INCORPORATED COMPUTERIZED GAME AID LICENSE AGREEMENT (GM-AID.LIC) (name of licensee - name of program This License Agreement (Agreement) is entered into effect as of the xxxxxxxxxxxxxxxxxxxxxx, 19xx, between the parties hereto, who agree as follows in consideration of the mutual promises contained herein: 1. PARTIES 1:1 Steve Jackson Games Incorporated (hereinafter "SJ Games") is a Texas corporation having a business address of P.O. Box 18957, Austin, Texas 78760. 1:2 xxxxxxxxxxxxxxxxxxxx (hereinafter "LICENSEE") is an (individual) (partnership) (corporation) (whatever) having a business address of xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx. 1:3 SJ Games and LICENSEE are the parties to this agreement. 2. BACKGROUND 2:1 SJ Games publishes equipment sold as a unit for playing a copyrighted parlor game (hereinafter referred to as "games") under numerous marks, including the mark GAMENAME (hereinafter sometimes referred to as the MARK). SJ Games owns the copyrights in the games and the exclusive right to use the mark GAMENAME for parlor and board games, and has acquired public recognition and goodwill in the MARK through use of the MARK. SJ Games further holds the rights to reproduce, manufacture, adapt, distribute, and market all descriptions, symbols, and visual representations of the characters and world system of the GAMENAME game and game rules. 2:2 LICENSEE recognizes SJ Games' copyrights in the games and the goodwill appurtenant to the use of the mark GAMENAME, and desires to obtain a non-exclusive license to utilize portions of such copyrighted materials and the mark GAMENAME in connection with a computerized game aid based on the GAMENAME game. SJ Games is willing to grant such a license under the terms and conditions of this agreement. 3. DEFINITIONS 3:1 MARK or MARKS includes trademarks and service marks. 3:2 LICENSED MARK means the mark GAMENAME. 3:3 LICENSED PRODUCTS means the computerized game aid(s) based on, and designed for use with, the GAMENAME game. This specifically excludes and prohibits any and all products which may be used as games independently of the GAMENAME game material sold by SJ Games. 3:4 COVER PRICE means publisher's suggested retail sales price. 3:5 EFFECTIVE DATE means the date specified in the first paragraph of this agreement. 3:6 SOLD (or SALE) means that a LICENSED PRODUCT is shipped, distributed, paid for, billed, or invoiced (whichever comes first). 3:7 TERM means the effective period of this agreement, which shall commence on the EFFECTIVE DATE and which shall terminate pursuant to the provisions of Paragraph 7 and/or Paragraph 19 of this agreement. 3:8 QUALITY means a level of quality acceptable to SJ Games. Determination of QUALITY of LICENSED PRODUCTS is more specifically discussed in Paragraph 11 of this agreement. 3:9 COPYRIGHTED MATERIAL means all copyrighted works or portions thereof contained in the GAMENAME game which are proprietary to SJ Games and which LICENSEE is permitted to incorporate into the LICENSED PRODUCTS as provided in paragraph 11.1 of this agreement. Unless prior written approval is given by SJ Games, LICENSEE may not alter or otherwise modify these copyrighted materials for inclusion in the LICENSED PRODUCTS. 4. GRANT OF LICENSE Subject to the terms and conditions of this agreement, SJ Games grants to LICENSEE the non-exclusive right and license to (a) utilize the LICENSED MARK solely on and in connection with the LICENSED PRODUCTS of QUALITY during the term hereof, and (b) reproduce (without modification) and distribute the COPYRIGHTED MATERIAL solely in connection with LICENSED PRODUCTS of QUALITY during the term hereof. 5. PAYMENTS TO SJ GAMES 5:1 No "advance against royalties" shall be payable under this agreement. 5:2 LICENSEE shall pay to SJ Games a continuing royalty of 5% (five percent) of the COVER PRICE of all LICENSED PRODUCTS SOLD by LICENSEE or any of its subsidiaries, divisions, or affiliates. If LICENSEE sells any LICENSED PRODUCTS to any party affiliated with LICENSEE, or in any way directly or indirectly related to or under common control with LICENSEE, at a price less than the regular COVER PRICE charged to other parties, the royalties payable hereunder shall be computed on the basis of the regular COVER PRICE charged to other parties. There shall be no deduction from the royalties owed for uncollectible accounts, or for shipping, insurance, taxes, fees, assessments, advertising or other expenses of any kind which may be incurred or paid by LICENSEE. 5:3 If LICENSEE distributes a LICENSED PRODUCT as "freeware" or by any similar scheme, such that the product is distributed without charge, then no royalties shall be payable. LICENSEE may charge a distribution fee not to exceed $4.00 per copy in order to cover handling and disk costs for disks actually distributed by LICENSEE. 6. STATEMENTS AND BOOKS OF ACCOUNT 6:1 LICENSEE shall submit quarterly statements to SJ Games in the format and containing the information specified in Attachment A hereto. Such a statement shall be submitted to SJ Games within thirty (30) days after the end of each quarter, and shall be accompanied by payment of continuing royalties payable pursuant to Paragraph 5 above for that calendar quarter. If products are being distributed without charge, or if no products are distributed, a statement showing number of products distributed is still required. 6:2 All delinquent amounts not paid when due pursuant to paragraph 6:1 above shall be charged the maximum rate of interest permitted under applicable state law, but not to exceed one and one-half percent (1 1/2%) per month or any portion thereof during which said amounts remain delinquent. 6:3 LICENSEE agrees to keep accurate books of account and records covering all transactions relating to any LICENSED PRODUCTS. SJ Games and/or its authorized representative shall have the right at all reasonable hours of the day at LICENSEE's usual place of business, upon ten (10) days' notice, to examine and copy all said books of accounts and records and all other documents and material in the possession or under the control of LICENSEE insofar as they relate to the LICENSED PRODUCTS, in order to determine the accuracy of the statements delivered by LICENSEE to SJ Games. If any such examination shall reveal an error of more than five percent (5%) in royalties paid or payable hereunder, or if such examination is made because of LICENSEE's failure to pay any amounts due hereunder, then LICENSEE shall bear all costs incurred by SJ Games in connection with the examination. Upon demand of SJ Games, LICENSEE shall, at its own expense, furnish to SJ Games a detailed statement, signed by LICENSEE, showing the number, description and COVER PRICE of the LICENSED PRODUCTS covered by this agreement SOLD by LICENSEE to the date of SJ Games' demand. All such books of account and records shall be kept available during the TERM and for at least one year thereafter. 7. DEFAULT, TERMINATION 7:1 In the event that LICENSEE fails to submit timely statements and payment to SJ Games as provided in this agreement, or in the event either party fails to comply with any of its obligations under this agreement, except as provided below, the other party may serve on the defaulting party a notice of default specifying the nature of the default. If the default is not cured within thirty (30) days from service of the notice of default, the other party may then serve its notice of termination, and this agreement shall be automatically terminated upon service of said Notice of Termination. However, the above requirements for notice of default, cure, and notice of termination shall not apply to any unlawful or unauthorized use by LICENSEE of the LICENSED MARK or the COPYRIGHTED MATERIAL. In such circumstances, SJ Games may terminate this agreement immediately by providing LICENSEE with a Notice of Termination which specifies the nature of the default. 7:2 In the event that LICENSEE fails to complete, submit for approval and distribute at least one LICENSED PRODUCT within one year of the effective date of this agreement, this agreement shall automatically terminate. 7:3 Unless sooner terminated pursuant to the above provisions, this agreement shall remain in effect throughout the TERM. 8. EFFECT OF TERMINATION 8:1 Upon expiration or termination of this agreement, all rights granted to LICENSEE hereunder shall cease, and LICENSEE will refrain from further use of the COPYRIGHTED MATERIAL and the LICENSED MARK (or any mark or name reasonably deemed by SJ Games to be similar to the LICENSED MARK) in connection with the manufacture, sale, distribution or promotion of products or services. LICENSEE acknowledges that failure to comply with this provision will result in immediate and irreparable harm affording injunctive and any and all other appropriate relief to SJ Games. 8:2 Upon expiration or termination of this agreement, LICENSEE shall not operate its business in any manner which would falsely suggest to the public that this agreement is still in force, or that any relationship exists between LICENSEE and SJ Games. 8:3 Expiration or termination of this agreement shall not relieve LICENSEE from any obligation to pay SJ Games any payments due and owing at or through the time of termination. 9. PERSONAL LICENSE 9:1 The license granted to LICENSEE by this agreement is personal, and no rights hereunder may be transferred by LICENSEE without the express written approval of SJ Games. LICENSEE shall immediately notify SJ Games of any change or proposed change in ownership or control of LICENSEE during the TERM hereof. 9:2 LICENSEE shall grant no sublicenses under this agreement, but this shall not prevent LICENSEE from having products made for it to its specifications, provided all provisions of this agreement are satisfied. 10. GOODWILL AND COOPERATION 10:1 LICENSEE agrees that the essence of this agreement is founded on the goodwill associated with the name of SJ Games and the LICENSED MARK, and the value of that goodwill in the minds of the consuming public. LICENSEE agrees that it is critical that this goodwill be protected and enhanced and, toward this end, LICENSEE shall not during the TERM or thereafter: a) attack the title or any rights of SJ Games in or to a LICENSED MARK or to any other mark of SJ Games; b) apply to register, or maintain any application or registration, on a LICENSED MARK or any other mark confusingly similar thereto; c) use any colorable imitation of a LICENSED MARK, or any variant form of a LICENSED MARK not specifically approved by SJ Games; d) misuse a LICENSED MARK; e) take any action that would bring a LICENSED MARK into public disrepute; f) use a LICENSED MARK, or any mark or name confusingly similar thereto, in its corporate or trade name; g) take any action that would tend to destroy or to diminish the goodwill in a LICENSED MARK; or h) use any mark of SJ Games without license. 10:2 All use by LICENSEE of a LICENSED MARK inures to the benefit of SJ Games. 10:3 LICENSEE agrees to cooperate fully with SJ Games in securing and maintaining the goodwill of SJ Games in the LICENSED MARKS, and in securing and/or maintaining registration of the LICENSED MARKS. 11. QUALITY CONTROL; PRODUCT, PACKAGING, AND ADVERTISING APPROVAL 11:1 All LICENSED PRODUCTS shall be QUALITY goods. LICENSEE shall submit to SJ Games for approval as a LICENSED PRODUCT any product which it wishes to publish, manufacture, or sell involving use of a LICENSED MARK or COPYRIGHTED MATERIAL. When making such submission to SJ Games, LICENSEE will provide SJ Games with a complete list of all COPYRIGHTED MATERIAL which LICENSEE has incorporated into the LICENSED PRODUCT, e.g., all charts, tables, text and the like. SJ Games shall review such product for approval as to use of the LICENSED MARK, the environment of use of the LICENSED MARK, and the selection and use of the COPYRIGHTED MATERIAL, and, within twenty (20) working days after receipt of the product for review from LICENSEE, shall provide written notice to LICENSEE of objections, if any, to the use of the LICENSED MARK, the environment of use of the LICENSED MARK in such product, or as to the selection or use of the COPYRIGHTED MATERIAL. LICENSEE shall thereafter alter the product to overcome the objections, if any, set forth by SJ Games and resubmit the product for approval by SJ Games as set forth above; or, if such objections cannot be overcome in a manner acceptable to SJ Games, LICENSEE shall delete all uses of the LICENSED MARK and COPYRIGHTED MATERIAL from such product. If, at any stage, SJ Games does not give notice of any objections within twenty (20) working days (excluding holidays and weekends) after receiving a proposed product from LICENSEE, then such product shall be deemed approved for use as a LICENSED PRODUCT. After approval of a LICENSED PRODUCT has been granted by SJ Games, LICENSEE shall not depart therefrom in any material respect without approval from SJ Games. 11:2 Approval of any product pursuant to Paragraph 11:1 above shall be only as to the use of the LICENSED MARK and COPYRIGHTED MATERIAL and shall not constitute approval by SJ Games of the use by LICENSEE of the marks or copyrighted works of other parties. Pursuant to the terms of Paragraph 13:1 below, LICENSEE agrees that it is wholly responsible for any use it makes of the marks of others. 11:3 SJ Games shall have the right, through its employee(s) or designated representative(s) during normal business hours, to inspect the facilities and product inventory of LICENSEE to assure itself that QUALITY is being maintained at all times and to verify compliance with any objections or criteria specified by SJ Games. 11:4 All packaging and advertising bearing the LICENSED MARK or COPYRIGHTED MATERIAL shall be subject to the approval of SJ Games. SJ Games shall use its best efforts in expediting review of any packaging and advertising submitted by LICENSEE for approval, and shall provide to LICENSEE written notice of objections, if any, to such packaging and advertising within twenty (20) working days after receipt. If any objections are presented by SJ Games, LICENSEE shall alter such packaging and/or advertising in response to such objections and resubmit such packaging and/or advertising to SJ Games for approval pursuant to the terms set forth above. If the objections cannot be overcome in a manner acceptable to SJ Games, then LICENSEE shall delete all use of the LICENSED MARK and the COPYRIGHTED MATERIAL from such packaging and/or advertising. If, at any stage, SJ Games does not give notice of any objections to such packaging and advertising within twenty (20) working days, excluding holidays and weekends, after receipt from LICENSEE, such packaging and advertising shall be deemed approved. 11:5 For any LICENSED PRODUCT other than shareware, LICENSEE shall supply SJ Games with twelve (12) specimens of each LICENSED PRODUCT, at no charge, within one week of the date such LICENSED PRODUCT is first shipped to LICENSEE's customers. 11:6 For any shareware LICENSED PRODUCT, LICENSEE shall supply SJ Games with two specimens of each LICENSED PRODUCT, at no charge, within one week of the date such LICENSED PRODUCT is first distributed by LICENSEE. 11:7 Should SJ Games, having given approval for a LICENSED PRODUCT, become aware of a failure in QUALITY which was not apparent on its first examination, SJ Games shall promptly provide written notice to LICENSEE of such failures in QUALITY. LICENSEE shall then, within 60 days, alter the product to overcome the objections set forth by SJ Games and resubmit the product for approval by SJ Games as set forth above; or, if such objections cannot be overcome in a manner acceptable to SJ Games, LICENSEE shall delete all uses of the LICENSED MARK and COPYRIGHTED MATERIALS from such product. 12. MARKING LICENSEE agrees that it will designate the LICENSED PRODUCTS in a manner as specified from time to time in writing by SJ Games (see Attachment B, below) to indicate the rights of SJ Games in the LICENSED MARK and the COPYRIGHTED MATERIAL, including registration status of the LICENSED MARK, and to indicate that references including the LICENSED MARK and COPYRIGHTED MATERIAL are pursuant to license. 13. INDEMNITY / HOLD HARMLESS 13:1 LICENSEE agrees that it is wholly responsible for all products manufactured or SOLD by it, including all LICENSED PRODUCTS, and that SJ Games shall have no liability for any items, including any LICENSED PRODUCT, manufactured or sold by LICENSEE. 13:2 LICENSEE hereby agrees to defend, indemnify and hold harmless SJ Games and all agents and employees thereof from any claims, demands, causes of action, and damages, including attorney's fees, caused by or arising out of LICENSEE's use of the LICENSED MARK, the workmanship, material or design of any LICENSED PRODUCT, including without limitation claims or actions for personal injury (physical or mental), death, product liability, invasion of privacy, defamation, and patent, copyright, right of publicity or trademark infringement. SJ Games retains the right at all times to retain, at LICENSEE'S expense, counsel of SJ Games' own choosing to tender its own defense. SJ Games retains the right to approve all settlements of all claims or suits. 14. NOTICES All notices or demands required or permitted under this agreement shall be in writing and shall be deemed served when deposited in the United States mail, first class postage prepaid, certified or registered mail, return receipt requested, addressed as provided in Paragraph 1 of this agreement, or to such other address as either party may from time to time designate in writing. 15. STATUS OF PARTIES This agreement is not intended to create, and shall not be interpreted or construed as creating, a partnership, joint venture, agency, employment, master and servant or similar relationship between SJ Games and LICENSEE, and no representation to the contrary shall be binding on SJ Games. 16. BINDING EFFECT This agreement shall be binding on and inure to the benefit of SJ Games and LICENSEE and, subject to Paragraph 9:1 above, their respective successors, assigns, executors, heirs and personal representatives. 17. LAW GOVERNING THIS AGREEMENT SHALL FOR ALL PURPOSES BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES HEREBY AGREE THAT ANY ACTION ARISING OUT OF THIS AGREEMENT MAY BE LITIGATED UNDER THE LAWS OF TEXAS, AND HEREBY AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS, AND THAT SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, SHALL BE SUFFICIENT TO CONFER IN PERSONAM JURISDICTION OVER THE PARTIES HERETO. 18. MISCELLANEOUS 18:1 The provisions of this agreement are severable, and if any provision shall be held illegal, invalid or unenforceable, such holding shall not affect the legality, validity, or enforceability of any other provision. Any such illegal, invalid or unenforceable provision shall be deemed stricken herefrom as if it had never been contained herein, but all other provisions shall continue in full force and effect. 18:2 As used herein the term LICENSEE shall include the plural as well as the singular, the masculine and feminine genders, and corporations, partnerships and other business entities as well as individuals. All other terms shall include the plural as well as the singular unless the context requires otherwise. 18:3 This agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements between the parties, written or oral, with respect to such subject matter. 18:4 This agreement may not be amended, modified or rescinded except by a written agreement executed by SJ Games and LICENSEE. 18:5 The waiver of any breach of any of the terms of this contract, or of any default hereunder, shall not be deemed a waiver of any subsequent breach or default, of any nature, and shall not in any way affect the other terms hereof. No waiver or modification shall be valid and binding unless it be in writing and signed by both parties. 19. TERM 19:1 The TERM of this agreement shall be five (5) years, beginning on the EFFECTIVE DATE, unless sooner ended by agreement of the parties or operation of this contract. 19:2 The agreement is thereafter renewable upon written agreement by SJ Games and LICENSEE for such periods of time as agreed to by the parties. Executed by SJ Games and LICENSEE on the day and year first above written, in duplicate copies, each of which shall be considered an original. For Steve Jackson Games Licensee Date Social Security # Date Telephone Number Mailing Address Notary Public Notary Public Commission expires: Commission expires: --------------- ATTACHMENT A - FORM FOR REPORTING SALES OF LICENSED PRODUCTS Licensee Reporting period Date of this report PRODUCT UNITS COVER TOTAL RETAIL ROYALTY ROYALTY SOLD PRICE VALUE %AGE PAYABLE TOTAL ROYALTY DUE FOR PERIOD For Licensee --------------- ATTACHMENT B - REQUIRED MARKINGS Use of the GAMENAME mark on any LICENSED PRODUCT must be accompanied by the "encircled R" symbol signifying that it is a registered trademark. The following acknowledgement must appear on all packaging and introductory screens for LICENSED PRODUCTS: GAMENAME is a trademark of Steve Jackson Games Incorporated, used by permission. All rights reserved. The GAMENAME game is copyright (c) 19xx by Steve Jackson Games Incorporated. This product includes copyrighted material from the GAMENAME game, which is used by permission of Steve Jackson Games Incorporated. All rights reserved by Steve Jackson Games Incorporated.  *************************************************************************** * [l--y--b] at [fnordbox.UUCP] SJ Games: 1 * Loyd Blankenship * * GEnie: SJGAMES US Secret Service: 0 * PO Box 18957 * * Compu$erve: [73407,515] * Austin, TX 78760 * * cs.utexas.edu!dogface!fnordbox!loydb * 512/447-7866 * ***************************************************************************