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Click-Through License Agreement

CLICK-THROUGH SURVEY LICENSE
AGREEMENT

The Deliverables (as defined below) will only be licensed to You
by

The Board of Trustees of the University of Illinois (“University”) upon
the condition that You accept all of the terms and conditions contained
in this

survey
license
agreement
(“
Agreement

“). Please read this Agreement carefully. Then, fill out the
registration form at the end and click the “ACCEPT / SUBMIT” button. By
clicking on the “ACCEPT / SUBMIT” button, You accept the terms and
conditions of this

Agreement

. After You click on the “ACCEPT / SUBMIT” button and Your form has
been reviewed and approved,

you will receive access to the survey.

If You are not willing to be bound by these terms, select the “CANCEL”
button at the bottom of this page.

ARTICLE 1:
DEFINITIONS

The following capitalized terms are used in this Agreement with the
following meanings:

You” (or “Your”) means an individual or legal entity
exercising the rights granted hereunder, and complying with all of the
terms of, this Agreement.

“Deliverables”
means, the Survey and Survey Report and any corollary services provided to
You related to the Survey Report.

“Portal”
means (i) the web portal to provide credentials for accessing the Survey
and for uploading the Survey Data, accessed through as identified in Schedule 1; (ii) software and services related to verifying
credentials and granting access to Survey and to uploading Survey Data;
(iii) the servers hosting the Survey and Survey Data.

“Survey”
is the list of questions created to measure effectiveness of adopting new
technologies, as described in Schedule 1, [A1] and as
made available to You by University through use of Portal.

“Survey Data”
are the responses to Survey provided by You (de-identified data) to
University, through use of Portal.

“Survey Report”
are email-delivered results of analyzed Survey Data created through use of
software, as described in Schedule [A2] 1.

Term of Agreement” or “Term” is 12
months unless earlier terminated as provided herein.

ARTICLE
2:
GRANT OF LICENSE AND OTHER OBLIGATIONS






2.1. Grant.

a) From University. Conditioned upon Your continuing
compliance with the terms and conditions of this Agreement, The Board of
Trustees of the University of Illinois (“University”) hereby grants to you
the non-exclusive royalty-free right to:

i. use Portal to register and access Survey;

ii. browse, view, download, reproduce, copy, and administer the Survey to
Your clients;

iii. use Portal to upload Survey Data;

iv. reproduce and distribute Survey Report, including portions of the
Survey questions included in such Survey Report;

v. use Survey Data for internal purposes.

b) From You. Conditioned upon University’s continuing
compliance with the terms and conditions of this Agreement, You hereby grant to University all ownership rights in Survey

Data collected under this Agreement and uploaded by You to the Portal
for analysis and creation of Survey Report.

This Section 2.1(b) survives the Agreement.

Reservation of rights:
Subject to the terms of this Agreement, You may use Survey Data and Survey
Report for any non-profit purpose, subject to the limitations stated in
section 2.4.

2.2. Additional University Deliverables. No later than
thirty (30) days after receiving complete Survey Data from You, University
shall make available the Survey Report to You via email address you provide
in the registration form.

2.3. Additional Obligations of the Parties:

a) Your client permissions. You are responsible for
ensuring that any individual You designate to participate in the Survey has
granted sufficient rights and permissions under all applicable laws to
allow You to collect such information and allow University’s ownership and
use of the de-identified Survey Data and Survey Report.

b) De-identified data. You agree that the Survey Data
provided to University will be de-identified.

c) Publicity. You agree that Survey Data will not be used
for purposes of public comparisons or publicity.

2.4 Limitations. You have no right to commercialize,
create derivative works of, or to implement the Survey except as permitted
under this Agreement, unless separate permission has been granted by the
University.

2.5 No Support Services. University shall have no
obligation to offer support services to You, and nothing contained herein
shall be interpreted so as to require University to provide any developer
support, maintenance, installation services, debugging, consultation,
technical support or end-user support of any kind.

ARTICLE
3:
WARRANTIES; INDEMNIFICATION

3.1. Limited Representation. University represents that it
has the right, power and authority to enter into and perform its
obligations under this Agreement.

3.2. Disclaimer of Warranties. The Deliverables are
licensed “AS IS.” EXCEPT AS SPECIFICALLY SET FORTH HEREIN, UNIVERSITY
DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR
IMPLIED, RELATING TO PERFORMANCE, MARKETABILITY, TITLE OR OTHERWISE IN ANY
RESPECT RELATED TO THE DELIVERABLES. UNIVERSITY FURTHER DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING
INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF THIRD
PARTIES IN CONNECTION WITH THE USE OF THE SOFTWARE, OR THE MAKING, USING OR
SELLING OR OTHER DISTRIBUTION OF DELIVERABLES BY ANY PERSON OR ENTITY. YOU
ASSUME THE ENTIRE RISK AND RESPONSIBILITY FOR THE SAFETY, EFFICACY,
PERFORMANCE, DESIGN, MARKETABILITY, TITLE AND QUALITY OF ALL DELIVERABLES
AND USE OF PORTAL. Without limiting the generality of the foregoing,
University does not warrant (a) the accuracy of any information or services
provided to You, or (b) the accuracy, safety, or usefulness for any purpose
of the Deliverables. Nothing contained in this Agreement shall be construed
as either a warranty or representation by University as to the validity or
scope of any intellectual property right in the Deliverables.

3.3. Limitation of Liability. University assumes no
liability in respect of any infringement of any patent, copyright, or other
right of third parties due to your activities under this Agreement. In no
event shall University or its affiliates, including its trustees,
directors, officers, faculty, staff, students, employees, consultants and
agents (collectively, the “Agents“), be responsible or
liable for any indirect, special, punitive, incidental or consequential
damages or lost profits to You or any other individual or entity regardless
of legal theory. The above limitations on liability apply even though
University or its affiliates, or any of their Agents, may have been advised
of the possibility of such damage. You shall not make any statements,
representations or warranties or accept any liabilities or responsibilities
whatsoever with regard to any person or entity that are inconsistent with
any disclaimer or limitation included in this Article 3.

3.4. Indemnification.

(a) None of the University, any of its
affiliates, or any of their respective Agents (each an ” Indemnified Person“) shall have any liability or
responsibility whatsoever to You, or any other person or entity for or on
account of (and You agree and covenant not to sue any Indemnified Person in
connection with) any injury, loss, or damage of any kind or nature,
sustained by, or any damage assessed or asserted against, or any other
liability incurred by or imposed upon, You, or any other person or entity,
whether direct, indirect, special, punitive, incidental, consequential or
otherwise arising under any legal theory (and further excluding without
limitation any existing or anticipated profits or opportunities for profits
lost by You), arising out of or in connection with or resulting from (i)
the use of any Deliverables by You, (ii) any advertising or other
promotional activities with respect to either of the foregoing, or (iii)
the production, use, or sale of any product, process or service identified,
characterized or otherwise developed by You with the aid of the
Deliverables.

(b) You shall obtain and carry insurance or
self-insurance in full force and effect, with the coverages and limits as
are reasonably adequate to ensure that You can meet its obligations to
University pursuant to this Article 3, the nature and extent of which
insurance shall be commensurate with usual and customary industry practices
for similarly situated individuals or entities. Upon request by University,
You will provide University, for itself, with appropriate certificates of
insurance or, if self-insured, a statement certifying that You conduct a
reasonable program of self-insurance sufficient to cover its obligations
hereunder.

ARTICLE



4:

INFRINGEMENT

4.1. Notification. If You become aware of the infringement
of any intellectual property right in the Deliverables within the Field,
You shall immediately notify University by sending email to otm@illinois.edu and/or email address
as provided in Portal.


ARTICLE
5:
TERM AND TERMINATION

5.1. Term. Unless terminated earlier under Section 5.2 or
5.3, this Agreement shall become effective as of Your acceptance of this
Agreement and shall remain in effect for the term set forth in Term, unless
earlier terminated as specified herein.

5.2 Your Right to Terminate. You may terminate this
Agreement at any time by written notice to University at otm@illinois.edu and/or email address
as provided in Portal providing thirty (30) days written notice.

5.3 University Right to Terminate. University shall have the right (without
prejudice to any of its other rights conferred on it by this Agreement or
otherwise) to terminate this Agreement if You:

(a) are in breach of or defaults with respect to any provision of this
Agreement, and You fail to remedy any such breach or default within
forty-five (45) days after written notice thereof by University;

(b) make any materially false report, and such termination shall be upon
written notice to You;

(c) In the event sufficient funds are not appropriated to University, or to
any one of its departments, so as to allow it to fulfill the requirements
of this Agreement. University may, in its sole discretion, terminate this
Agreement in whole or in part, by giving written notice thereof.

5.4. Effect of Termination.
Starting Termination date You shall have no more access to the Portal.
Notwithstanding the termination of the other provisions of this Agreement
pursuant to Section 5.2 or 5.3, the following provisions of this Agreement
shall survive such termination:

(a) Section 2.1(a)(v), 2.1(b), Article 3, this Section 5 and Article 6
below;

(b) Any cause of action or claim by You or University, accrued or to
accrue, because of any breach or default of this Agreement by the other
party.

ARTICLE
6:
MISCELLANEOUS

6.1. Assignment. This Agreement shall not be assigned by
You without the prior written consent of University granted or withheld in
the discretion of the University. Prior to any such assignment becoming
effective, all amounts due must be paid in full and a permitted assignee
must agree in writing to become bound by this Agreement.

6.2. Entire Agreement, Amendment and Waiver. This
Agreement (including any attached schedules) contains the entire
understanding of the parties with respect to the subject matter of this
Agreement and supersedes any and all prior written or oral discussions,
arrangements, courses of conduct or agreements. This Agreement may be
amended only by an instrument in writing duly executed by the parties. Any
express waiver or failure by either party to promptly enforce any provision
of this Agreement will not create a continuing waiver or any expectation of
non-enforcement of that or any other provision.

6.3. Notices. All notices
required or desired to be given under this Agreement to be made to
University under this Agreement, shall be delivered to otm@illinois.edu.

6.4. Enforcement. If for any reason a court of competent
jurisdiction finds any provision of this Agreement, or portion thereof, to
be unenforceable, that provision of the Agreement will be enforced to the
maximum extent permissible so as to effectuate the intent of the parties
and the remainder of this Agreement will continue in full force and effect.

6.5. Governing Law. This Agreement is governed and
interpreted under the laws of Illinois, excluding its conflict of laws
provisions.

6.6. Jurisdiction. In consideration of the performance by
University of this Agreement, You agree that, unless otherwise agreed by
University in writing, all actions or proceedings related to this Agreement
shall be litigated in courts located within the State of Illinois. You (i)
consent and submit to the jurisdiction of any local or state court located
within said state, (ii) consent to delivery and service of process by means
of the notice provisions established in this Agreement, and (iii) shall not
bring any action or claim against University in any other jurisdiction
without the prior written consent of University granted in University’s
sole discretion.

6.7. Export Controls. You agree to strictly comply with
any and all applicable United States export control laws and regulations
and foreign export or import laws and regulations.

6.8. Relationship of Parties. The
parties to this Agreement are independent contractors. There is no
relationship of principal to agent, master to servant, employer to
employee, or franchiser to franchisee between the parties. Neither party
has the authority to bind the other or incur any obligation on its behalf.

6.9. Use of names and trademarks. You shall not use the
names or trademarks of University or Agents, or any adaptation thereof, in
any commercial activity, marketing, advertising or sales brochures without
the prior written consent of University.

6.10. Copyright Notices. All copies of
the Survey Data and Survey Report shall include the copyright notice as
specified below, or such other reasonable notice as University shall from
time to time require, on each copy of the same: “Copyright 2018 The Board
of Trustees of the University of Illinois. All rights reserved.”

Approved for form University legal counsel SJA 03/18


Schedule 1: Survey Reporting and Deliverables Description

“Portal”
web portal URL is:

https://internationaleffectiveness.engineering.illinois.edu/

Survey“:

OTM Technology No. 2017-194, titled “Diagnostic Tool for Engineering
Effectiveness in Rural International Societies”.

Creator: Ann-Perry Witmer

Brief Description:
The Survey provides a list of 41 questions (rated on 5-point Likert scales)
to evaluate relative influences of critical non-engineering conditions and
guidelines for selection/implementation of technologies within a rural
society. The Survey identifies design and implementation strategies that
enhance engineered infrastructure sustainability and durability.

“Survey Report”:
The following information is provided in the Report.

RESULTS

Influence

Community Score

Country Weight

Weighted Score

Cultural

Political

Educational

Technical

Economic

· Column 1 lists the five community influences most likely to affect
design, implementation and acceptance of an engineered infrastructure.

· Column 2 shows the raw scores of each influence for the community, based
upon scores You provided after observing Your client.

· Column 3 draws upon open and free data from World Bank database of World
Development Indicators. Where data are lacking for Your country, those
absences are not included in calculations. Religious composition is
evaluated using open and free Pew Research Center data.

· Column 4 provides a weighted, relative influence score for Your client
community, factoring in national norms to identify the conditions that most
strongly govern your client’s approach to an engineered infrastructure.

The following information is also provided: Guidelines for interpreting the
high and low scores of the contextual influences, and Guidelines as to how
to approach the design of the engineering infrastructure.