I. 	DEFINITIONS.
	A.	"Commercial Use”means: (i) Your deployment of the Technology and Modifications within Your business or organization; and/or (ii) any distribution, directly or indirectly by You, of the Technology and Modifications to any third party for their use or distribution.  
	B.	"Compatible Implementation" means an implementation of the Specification that incorporates Technology and Modifications and has met the requirements set forth in Section IV.A herein.
	C.	“Effective Date” means the date specified above the signature block of this License. 
	D.	"Compatibility Logo" means the logo indicated at the Technology Site and as provided for in Licensor Trademark Agreement. 
	E.	"Licensed Technology" means the Technology and the TCK, both as made available to You by Licensor under this License or under the Research License (RL). 
	F.	"Licensee" means You and any other party that has entered into this License with Licensor, covering the same Licensed Technology, where such License is in effect.
	G.	"Modification” means any (i) change or addition to or derivative work based on the Technology; or (ii)  new source or object code implementing any part of the Specification. 	
	H.	"Specification" means the specification for the Technology as designated by Licensor.  The Specification is not Licensed Technology and is available under separate license from Licensor.
	I.	"Licensor" means <name of JCP Specification Lead company> and its successors and assignees.
	J.	"Technology" means the technology specified in Exhibit A, in source and binary form, including Updates, Upgrades and related documentation.
	K.	"Technology Compatibility Kit" ("TCK") means the documentation, test suites and tools provided by Licensor for the Technology that define and verify the compatibility of an implementation, including Updates and Upgrades.
	L.  "Technology Site" means the website designated by Licensor for accessing the Licensed Technology under this License. 
	M.  "Updates" means modifications, variations and enhancements to the Technology or TCK, as designated by Licensor. 
	N.  "Upgrades" means new versions of the Technology or TCK, as designated by Licensor.
	O.	“You" means the individual executing this License or the legal entity or entities represented by the individual executing this License. 

II.	PURPOSE.  Licensor is licensing the Technology and TCK under this Distribution License ("License") to provide you with materials (source code, tests, tools and documentation) to enable You to create and make Commercial Use of Your Compatible Implementation(s).  

III.	LICENSE GRANTS AND RESTRICTIONS.

	A.	License Grant – Technology.  Subject to and conditioned upon Your compliance with the restrictions and obligations of this License (including, but not limited to, those set forth in this Section III.A and in Section III.B) Licensor grants to You a limited, non-exclusive, non-transferable, worldwide, and royalty-free license to do the following:
		1.	You may internally reproduce, compile, create Modifications of and use the Technology (including any Modifications made to the Technology pursuant to the RL or received under this License) for the purpose of designing and developing Your Compatible Implementation;
		2.	For Your Compatible Implementations developed pursuant to Section III.A.1 , You may make Commercial Use of such implementations solely in binary code form in compliance with any branding and field of use requirements set forth in this Section III, and provided that You ensure that the distribution of such implementations is under  terms that are consistent with, and no less protective of Licensor than, the terms of this License, and that such terms have been accepted by the recipient;
		3.	Notwithstanding Section III.B.5, You may distribute the Technology, and Modifications created by or distributed to You under this License, in source code form to other Licensees provided such Technology and Modifications are governed by the terms of their Licenses.  You hereby grant the same rights in Your Modifications to such Licensees as are granted by Licensor in the Technology under this License; and
		4. 	With respect to any Modifications created under the RL and subsequently received or further modified under this License, the terms of this License apply to such Modifications and the RL no longer applies.

	B.	License Grant – TCK.  Subject to and conditioned upon Your compliance with the restrictions and obligations of this License (including, but not limited to, those set forth in sections III.A.2 and III.B), Licensor grants to You a limited, non-exclusive, non-transferable, worldwide license to use the TCK internally for the sole purpose of developing and testing Your implementation to determine whether it is a Compatible Implementation. You agree: 
		1. 	not to sublicense or distribute the TCK to any third party;
		2.	not to create derivative works of the TCK or any of its components;
		3.	not to use the Licensed Technology to develop other test suites intended to validate compatibility with any part of the Specification;
		4.	not to use the TCK to test a third party’s product; 
		5.	not to make Commercial Use of any code that implements any part of the Specification except to the extent such code is included in Your Compatible Implementation; and
		6.	to protect the TCK as confidential information of Licensor and not to disclose the TCK to any third party.

	C.	Residual Rights.  If You examine the Licensed Technology after accepting this License and remember anything about it later, You are not "tainted" in a way that would prevent You from creating or contributing to an independent implementation, but this License grants You no rights to Licensor's copyrights or patents for use in such an implementation.

	D.	Third Party Software.  Portions of the Licensed Technology may be provided with licenses or other notices from third parties, included in a ReadMe or other similar file, that govern the use of those portions. Any licenses granted hereunder do not alter any rights and obligations You may have under such licenses; however, the disclaimer of warranty and limitation of liability provisions in this License will apply to all Licensed Technology. 

	F.	Field of Use.  You agree that use of Your Compatible Implementation will be limited to the field of use, if any, as specified in Exhibit A, and that any licenses You grant in Your Compatible Implementation will be limited to such use.  

	G.	Licensee Exchanges. You agree that any Technology and/or Modifications You receive from any other Licensee are governed by the terms of this License, notwithstanding the failure of such Licensee to comply with any of its terms.

	H.	Other Rights.  Other than as set forth in this License, Licensor retains all rights, title, and interest in the Licensed Technology and any intellectual property rights appurtenant thereto (including, for example, any trademark rights), and You retain all rights, title, and interest in Your Modifications.  You are encouraged to contribute Your Modifications to Licensor as described on the Technology Site so that they may be incorporated into future releases of the Technology.

IV.	COMPATIBILITY AND USE OF THE TCK.

	A.	Compatible Implementation.  Your implementation of the Specification is a "Compatible Implementation" only if it meets all of the following requirements: 
		1.	Your implementation complies with the full Specification, including all its required interfaces and functionality;
		2.	In accordance with the TCK User's Guide, Your implementation: (a) passes all requirements of the most recent TCK released by Licensor as of 120 days before the first Commercial Use of Your Compatible Implementation; or (b) passes all requirements of any subsequent release of the TCK by Licensor.  For example, if the first Commercial Use of Your implementation occurs on December 31, 2005, the implementation must have passed the most current release of the TCK as of September 2, 2005, or any later release.
 		3.	Your implementation does not modify, subset, superset or otherwise extend the the Specification Lead Name Space, or include any public or protected packages, classes, Java interfaces, fields, methods or constructors within the the Licensor Name Space other than those required/authorized by the Licensor.  “Licensor Name Space” means the public class or interface declarations whose names begin with “java”, “javax”, “com.<name of Licensor>” or their equivalents in any subsequent naming convention adopted through the Java Community Process, or any recognized successors or replacements thereof.

	B.	Compatibility Verification. No more than two (2) times per calendar year, and with at least seven (7) days' notice, You agree to permit Licensor or its authorized representative to inspect and test any or all of Your implementations that are in Commercial Use to ensure that they are Compatible Implementations.  If Your implementation does not meet the compatibility requirements set forth in this License and You do not cure such non-compatibility within thirty (30) days of being notified, this License will immediately terminate and You will reimburse Licensor for its costs in conducting the inspection.  

	C.	Test Reports.  You may disclose reports generated by the TCK for Your Compatible Implementation, provided such reports identify only configuration information and the status of individual or aggregate test executions. You may not make any claims of comparative compatibility nor disclose any other TCK testing information to any party.  For example, You cannot claim that Your implementation is "nearly compatible" or "98% compatible." 

V.	FEES. In consideration of the license grants provided herein, You agree to pay Licensor the nonrefundable Annual Fee, if any, as set forth in Exhibit A.  The first Annual Fee payment is due upon the execution of this License by You; thereafter, the Annual Fee is due and payable on each anniversary date of the License. You are responsible for payment of all taxes.

VI.	SUPPORT.  Support provided by Licensor, if any, is set forth in Exhibit B to this License.  You are solely responsible for providing any other support to Your customers with respect to the Licensed Technology, Modifications and Your Compatible Implementation. 

VII.	GENERAL TERMS
	A.	No Warranty.  ALL OF THE LICENSED TECHNOLOGY AND MODIFICATIONS ARE PROVIDED "AS IS", WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE LICENSED TECHNOLOGY AND MODIFICATIONS ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING OF THIRD PARTY RIGHTS.  YOU AGREE THAT YOU BEAR THE ENTIRE RISK IN CONNECTION WITH YOUR USE AND DISTRIBUTION OF ANY AND ALL LICENSED TECHNOLOGY AND MODIFICATIONS.

	B.	Indemnification.  
		1.  You agree to defend, at Your expense, any legal proceeding brought against Licensor to the extent it is based on a claim: (i) that the use, reproduction or distribution of any of Your Modifications, alone or in combination with other technology, is an infringement of a third party trade secret or a copyright in a country that is a signatory to the Berne Convention; (ii) arising in connection with any representation, warranty, support, indemnity, liability or other license terms You may offer in connection with Your implementation; or (iii) arising from Your Commercial Use of Your implementation, the Technology, or Modifications, other than a claim covered by Section VII.B.2 below, or a patent claim based solely on the Technology. You will pay all damages, costs and fees awarded by a court of competent jurisdiction, or such settlement amount negotiated by You, attributable to such claim.  
		2.  Licensor will defend, at its expense, any legal proceeding brought against You to the extent it is based on a claim that Your authorized Commercial Use of the Technology is an infringement of a third party trade secret or a copyright in a country that is a signatory to the Berne Convention.  Licensor will pay all damages, costs and fees awarded by a court of competent jurisdiction, or settlement amount negotiated by Licensor, attributable to such claim.  The foregoing shall not apply to any claims of intellectual property infringement based upon the combination of code, technology or documentation from other sources. 
		3. Licensor will have the right, but not the obligation, to defend You, at Licensor's expense, in connection with a claim that Your Commercial Use of the Technology is an infringement of a third party patent and will, if Licensor chooses to defend You, pay all damages, costs and fees awarded by a court of competent jurisdiction or such settlement amount negotiation by Licensor attributable to such claim.
		4. If any portion of, or functionality implemented by, the Licensed Technology becomes the subject of a claim or threatened claim of infringement, Licensor may, at its sole option: (i) attempt to procure the rights necessary for You to continue using the affected technology; (ii) modify the affected technology so that it is no longer infringing; or (iii) immediately suspend Your rights to use and distribute the affected technology under this License, provided that Licensor notifies You pursuant to Section VII.G and refunds a prorated portion of the annual fee paid pursuant to Exhibit A for the then-current year term, corresponding to the proportion of such year then remaining. 
		5. The party receiving indemnification under this Section VII.B must: (i) provide notice of the claim promptly to the party providing  indemnity; (ii) give the indemnifying party sole control of the defnse and settlement of the claim; (iii) provide the indemnifying party, at the indemnifying party's expense, all available information, assistance and authority to defend; and (iv) not have compromised or settled such claim or proceeding without the indemnifying party's prior written consent.  	

	C. 	Governmental Regulations; Restrictions on Use. Your use and distribution of the Licensed Technology, Modifications, and Your Compatible Implementation (including any encryption technology contained therein) is subject to all applicable governmental regulations of the United States of America and of all countries where used or distributed. You agree to comply with all such applicable laws and regulations.  You acknowledge that the Licensed Technology is not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility.  

	D.	Term; Termination. 
 		1.	This License shall have an initial term of three (3) years commencing on the Effective Date, unless sooner terminated under its terms, and shall thereafter automatically renew for additional one-year terms unless either party provides prior notice to the other of its intent not to renew. This License will terminate if and when You fail to comply with Your obligations herein (including making timely payment of the Annual Fee) ; however, if You cure such noncompliance within thirty (30) days after receiving notice from Licensor, this License will be reinstated and the effect will be as if it had not terminated.  Licensor may, in its sole discretion, terminate this License and Your rights hereunder, upon any action (including cross claims and counterclaims) initiated by You alleging that the use or distribution of the Licensed Technology by Licensor or any Licensor licensee infringes a patent owned or controlled by You. 
		2.	Upon the expiration or termination of this License, You will discontinue all use and distribution of the Licensed Technology and Modifications.  All end user licenses You have properly granted under this License, as well as the terms of sections III.C (“Residuals”), III.D (“Third Party Software”), III.G (“Licensee Exchanges”), and III.H (“Other Rights”) and Article VII (“General Terms”), will survive termination or expiration of this License.

	E.	LIMITATION OF LIABILITY.  EXCEPT FOR EXPRESS UNDERTAKINGS TO INDEMNIFY UNDER THIS AGREEMENT, VIOLATION OF Licensor'S INTELLECTUAL PROPERTY RIGHTS, OR BREACHES OF ANY OF THE LICENSES OR CONFIDENTIALITY OBLIGATIONS HEREUNDER: 
		1.	Licensor'S LIABILITY TO YOU WILL BE LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY YOU UNDER THIS LICENSE, AND YOUR LIABILITY TO Licensor WILL BE LIMITED TO THE TOTAL AMOUNT OF FEES PAID AND FEES OWED BY YOU UNDER THIS LICENSE; AND 
		2.	IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S LIABILITY SHALL BE SO LIMITED AND EXCLUDED, REGARDLESS OF WHETHER AN ACTION IS UNDER CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF ANY REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. 

	F.	Marketing and Press Announcements. You hereby authorize Licensor to include You in a published list of Licensees.  Subject to Your prior approval (which shall not be withheld unreasonably), You hereby authorize Licensor to use Your name in advertising, marketing collateral, and customer success stories prepared by or on behalf of Licensor regarding the Licensed Technology.

	G.	Notices.  All notices relating to this License must be in writing.  Licensor will deliver notice to You via e-mail to the address set forth in Exhibit A, which shall be effective upon sending.  Notices by You to Licensor will be effective only upon receipt by Licensor at the following physical address: <address of Licensor>.  Each party may designate a different address by providing notice to the other party.  You are responsible for keeping the e-mail address that Licensor has on file for You current.

	H.	Proprietary Rights Notices. You may not remove any copyright notices, trademark notices or other proprietary legends of Licensor or its suppliers contained on or in the Licensed Technology, including any notices of licenses for open source components. 

	I.	U.S. Government End Users. The Licensed Technology is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire Licensed Technology with only those rights set forth herein. You agree to pass this notice on to Your licensees.

	J.	Miscellaneous.  This License is governed by the laws of the United States and the State of California, as they apply to contracts between California residents. The relationship created under this License is that of the Specication Lead and licensee and does not create any other relationship such as a partnership, franchise, joint venture, agency or employment relationship between the parties. This License may not be assigned or transferred by either party without the prior written consent of the other party, except that Licensor may assign this License to: (i) an affiliated company, or (ii) the surviving company or acquiring company in the event of a merger, acquisition or sale of all or substantially all of the assets of Licensor.  This License's disclaimer of warranties and limitation of liability are an essential basis of the bargain and inducement for Licensor to enter into this agreement.  If any provision of this License is held unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and this License shall continue in full force and effect.   Any express waiver or failure to exercise promptly any right under this License will not create a continuing waiver or any expectation of non-enforcement.   This License represents the complete agreement of the parties concerning the subject matter hereof and shall supersede all prior communications, representations or agreements, whether written or oral, regarding such subject matter.  This License may only be modified or amended, in whole or part, by a writing executed by both parties' authorized representatives.  

IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this License (including any attached Exhibits) effective as of the date last signed below ("Effective Date"). 

<Name of Licensor>	LICENSEE:  _____________________________	
By:	By:
	
Name:	Name:	
Title:	Title:	
Date:	Date:	

EXHIBIT A
Technology Specific Terms

1.	TECHNOLOGY:  

2. 	FIELD OF USE:  Compatible Implementations may only be used on or in connection with general purpose desktop computers and servers. Licensing for embedded or special purpose uses is available under a separate agreement. 

3. 	ANNUAL FEE: 

4.   NOTICES:  Notices to Licensee will be sent to:
Name:  _____________________________
E-mail Address: ________________________

5. 	OTHER PROVISIONS:

	5.1 The terms of this Exhibit A and any additional exhibits to this License are confidential information of Licensor and may not be disclosed by You to any third parties without Licensor's prior written consent.

 

EXHIBIT B
SUPPORT TERMS