CWR Mobile CRM Software License Agreement
DO NOT ALTER OR AMEND THIS AGREEMENT IN ANY MANNER WITHOUT THE CONSENT OF CWR MOBILITY. ANY ALTERATIONS OR AMENDMENTS WITHOUT SUCH CONSENT WILL VOID THIS AGREEMENT AND YOUR LICENSE TO USE THE SOFTWARE.
This Agreement is entered into by and between CWR Mobility BV ("CWR Mobility") and licensee ("Licensee") and shall be effective as of the date of purchase (the “Effective Date”). This Agreement sets forth the terms and conditions which govern Licensee’s right to install, use and provide access to the Software. Terms covering the type, functionality, and number of licenses for the Software will be set forth in License Confirmation Forms that CWR Mobility will send to Licensee based on orders for licenses that Licensee may submit to its CWR Mobility authorized reseller from time-to-time during the Term. This Agreement also applies to any Fixes, Updates and Upgrades except to the extent that there are terms that are included with those items which supersede this Agreement.
The capitalized terms in this Agreement shall have the following meanings:
a. “Affiliates” means any legal entity that owns, is owned by, or is under common ownership with a party.
b. “Documentation” means any user and technical documentation for the Software in electronic or printed format.
c. “Fix(es)” means any change or workaround to the Software that corrects a problem with the Software that causes it to crash, lose data, or prevents it from performing substantially in accordance with the Documentation.
d. “Improvements” means any and all modifications, changes, alterations, enhancements and derivative works to the Software or Documentation.
e. "License Confirmation Form" means CWR Mobility’s standard form for confirming the purchase of Software licenses, the terms of which are incorporated herein by this reference.
f. “Own” means having more than 50% ownership or the right to direct the management of the entity.
g. “Server” means a physical or virtualized hardware system capable of running the Software. Servers must be owned or controlled by Licensee unless otherwise permitted herein or by CWR Mobility in writing.
h. "Software" means the modules of the CWR Mobile CRM computer software (in object code form unless stated otherwise) for which Licensee has purchased a license under the terms of this Agreement and all Fixes, Updates and Upgrades thereto.
i. "Updates" means minor releases of the Software containing Fixes or error corrections. Updates are generally indicated by a change in the numeric identifier for the Software in the digit to the right of the first decimal point or a change to the right of the second decimal point (e.g., a change from version x.x.x to x.y.x or from version x.x.x to x.x.y).
j. “Upgrades” means major releases of the Software containing new enhancements, functionality or features. Upgrades are generally indicated by a change in the numeric identifier for the Software in the digit to the left of the first decimal point (i.e., a change from version x.x.x to y.x.x).
k. "User" means Licensee and its Affiliates’ employees, agents, contractors, vendors and customers that are authorized by Licensee to use the Software according to the terms and conditions of this Agreement.
l. “User License” means a license assigned to a unique, individual User to use the Software.
LICENSE RIGHTS AND RESTRICTIONS
a. General. CWR Mobility licenses the Software based on the number of Users that access copies of the Software. Licensee may install the Software on multiple Servers including backup Servers. Licensee must acquire and assign User Licenses for each individual User that directly or indirectly accesses copies of the Software. Licensee is not permitted to simultaneously assign a User License to more than one (1) User. Licensee may permanently re-assign User Licenses from one User to another. Licensee may also assign a User License to a temporary worker while the normally assigned User is absent. For any given User, Licensee may make such temporary assignment once (1) in each thirty (30) day period.
b. License Keys. The Software requires a valid license key in order for Users to access and use the Software (the “License Key”). The License Key sets forth the total number of Licensed Users that may access and use the Software. Licensee may only use the number of User Licenses that the License Key permits. At the time of ordering the Software, Licensee may request multiple License Keys, specifying the number of Users to be allocated to specific CRM organizations. However, once License Keys have been issued for any specific CRM organization, those Users cannot be reallocated to another CRM organization. Licensee may purchase additional licenses to increase the number of Users in any given CRM organization.
c. Use Rights. Upon CWR Mobility’s receipt of payment in full for the applicable licenses set forth on a License Confirmation Form, CWR Mobility grants Licensee a fully paid-up, royalty free, non exclusive, non-transferable, non-sub-licensable (except as set forth in Section 2(d)(ii) below, world-wide right and license to:
i. Install, load, run, store, transmit and execute the Software;
ii. Copy the Software for archival or back up purposes. All archival or back up copies of the Software are subject to the provisions of this Agreement and all CWR Mobility, or its licensor’s titles, trademarks, copyrights and restricted rights notices shall be reproduced on such copies; and
iii. Maintain a separate non-productive disaster recovery and testing site provided that the installation is used solely for the purposes of backup and emergency use. The foregoing rights are limited to Licensee’ own internal business purposes and to the number and type of licenses set forth on the applicable License Confirmation Form(s) and in the License Key.
d. Additional Rights and Restrictions.
i. Documentation. Any individual that has valid access to a copy of the Software may copy and use the Documentation for Licensee’s internal reference purposes.
ii. Sublicensing. Licensee may sublicense the rights granted to it under this Agreement to Licensee’s Affiliates and their respective independent contractors for the sole purpose of using the Software for Licensee or its sublicensed Affiliates’ internal business purposes. Licensee and its sublicensed Affiliates may further sublicense the right to use the Software to their respective vendors and customers for the sole purpose of using the Software for Licensee or its sublicensed Affiliates’ internal business purposes. However, such independent contractors, vendors and customers must agree to be bound by the license terms no less protective of CWR Mobility than the terms of this Agreement prior to any such use. Licensee remains primarily liable to CWR Mobility for all sublicensed use of the Software. The sublicensed independent contractors, vendors and customers are not permitted to further sublicense or provide access to the Software to additional third parties.
iii. Scope of License. The Software is licensed, not sold. This Agreement only gives Licensee some rights to use the Software. CWR Mobility reserves all other rights. Licensee may use the Software only as expressly permitted in this Agreement unless applicable law gives Licensee more rights despite this limitation. Licensee agrees that it will not, and will not permit others to:
• work around any technical protections in the Software with an intent to exceed the scope of the licenses granted under this Agreement;
• reverse engineer, decompile or disassemble the Software, except and only to the extent that applicable law expressly permits despite this limitation;
• make more copies of the Software than specified in this Agreement and applicable License Confirmation Forms or as allowed by applicable law despite this limitation;
• publish the Software for others to copy;
• rent, lease or lend the Software; or
• use the Software to operate a service bureau or subscription service or for commercial software hosting services except as expressly permitted herein.
No rights other than those expressly set forth herein shall pass to Licensee. All right, title and interest in or to the Software and the Documentation and the intellectual property rights therein, including, but not limited to: (a) any and all Improvements thereto, and (b) any and all copyrights, trademarks, patents, and trade secret rights shall at all times remain the exclusive property of or vest on creation in CWR Mobility or its licensor. Licensee agrees to execute all such documents as may become reasonably necessary for the purpose of vesting or assigning any intellectual property rights in the Improvements to CWR Mobility or its nominee.
Licensee will not knowingly do anything to impair CWR Mobility proprietary rights in the Software or seek to acquire or register any rights in CWR Mobility’s proprietary marks, copyrights or information.
iv. Multiplexing. Licensee’s use of hardware or software to: (i) pool connections; (ii) re-route information; or (iii) reduce the number of Users that directly access or use the Software (sometimes referred to as “multiplexing” or “pooling”) does not reduce the number of licenses Licensee is required to purchase in order to use the Software.
v. Benchmarking and Competitive Analysis. Licensee will not disclose the results of any benchmark test of the Software without CWR Mobility’s prior written consent. Licensee will not permit the Software to be used for purposes of competitive analysis or the development of a competitive product.
vi. Marks and Use of Licensee Name. This Agreement does not grant Licensee any rights to CWR Mobility’s trademarks or service marks. Licensee will not remove or modify any Software markings or any notice of CWR Mobility’s proprietary rights.
vii. Transfer to a Third Party. The rights granted to Licensee in this Agreement are personal to Licensee, and may not be assigned or transferred to a third party without the previous written consent of CWR Mobility.
viii. Export Restrictions. Licensee will comply with all applicable national and international laws that apply to Licensee’ use of the Software, including end user, end use and destination restrictions which may be issued by The Netherlands and other governments.
ix. U.S. Government Restricted Rights. The Software and Documentation are Commercial Computer Software and Commercial Computer Software Documentation and are licensed to U.S. government end users only as commercial items and only with those rights as are granted to all other end users under the terms and conditions set forth herein. Use, duplication or disclosure of the Software and Documentation by the U.S. Government or a U.S. Government contractor or subcontractor is subject to the restrictions set forth herein and as provided in FAR 12.211 and 12.212 (48 C.F.R. §12.211 and 12.212) or DFARS 227. 7202 (48 C.F.R. §227-7202) as applicable.
x. Verification and Reporting. At CWR Mobility's written request, which shall be no more than once in each 12 month period, Licensee shall provide CWR Mobility with a signed statement: (a) verifying that the Software and Documentation are being used pursuant to the provisions of this Agreement; and (b) identifying the number of copies of the Software and number of Users using the Software. At CWR Mobility’s written request, which shall be no more than once in each 12 month period, Licensee shall grant CWR Mobility access to Licensee’s sites in order to audit the use of the Software and Documentation. Such audit shall be conducted during Licensee’s regular business hours and without impairing Licensee’s business operations. If such audit establishes that Licensee has used the Software or Documentation beyond the license grant set forth in this Agreement and in applicable License Confirmation Form(s), CWR Mobility reserves the right to charge Licensee for the costs of performing the audit in addition to 125% of the standard list price for such additional use of the Software and Documentation.
WARRANTIES AND LIMITATIONS
i. Software Warranty. CWR Mobility warrants that, for a period of one hundred and eighty (180) days from the date the Software is delivered to Licensee, and for so long as Licensee is entitled to receive support and maintenance from CWR Mobility under the terms of a separate support and maintenance agreement for the Software, the Software will substantially conform to the Documentation, provided that it is properly used with the operating system for which it was designed.
ii. Title Warranty. CWR Mobility warrants that it is the owner or authorized licensee of the Software and has the right to license the Software to Licensee.
iii. Virus Warranty. CWR Mobility warrants that the Software, as delivered by CWR Mobility, is free from any virus, time bomb or similar disabling device.
i. CWR Mobility does not warrant that the functions contained in the Software will meet Licensee’s requirements or that the operation of the Software will be uninterrupted or error free.
ii. In order to receive and maintain the above warranties, Licensee must: (1) use the Software in accordance with the Documentation; (2) use the Software on the hardware and with the operating system for which it was designed; and (3) use only personnel trained on the Software to operate the Software.
iii. The above warranties are null and void if Licensee or any third party modifies or changes the Software in any way beyond the scope of the customization options contained in the Software, or if failure of the Software has resulted from accident, abuse or misapplication, except to the extent caused by CWR Mobility. The warranties do not apply to errors or malfunctions caused by: (1) machine malfunction; (2) equipment or software not licensed in this Agreement; (3) use of procedures or data by Licensee not in accordance with the Documentation; or (4) any other cause not attributable to CWR Mobility.
iv. Licensee acknowledges that CWR Mobility only supports the devices set forth on http://cwrmobility.com/mobile-crm-supported-devices.
c. Duty to Inform. If Licensee believes that the Software is not substantially performing in accordance with the Documentation, Licensee will promptly notify CWR Mobility in writing regarding any such non-performance issue. Licensee must provide CWR Mobility with a detailed description of the non-performance issue, a complete listing of Software output, and such other data as may be required by CWR Mobility to reproduce the non-performance issue in question and operating conditions that existed when the non-performance issue occurred.
d. DISCLAIMER OF WARRANTY
i. CWR MOBILITY DOES NOT WARRANT OR GUARANTEE THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT CWR MOBILITY WILL CORRECT ALL ERRORS IN THE SOFTWARE. THE WARRANTIES STATED IN SECTION 3(a) ABOVE ARE LICENSEE'S SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE SOFTWARE AND DOCUMENTATION. TO THE EXTENT PERMITTED BY LAW, THE WARRANTIES CONTAINED HEREIN ARE EXCLUSIVE AND CWR MOBILITY EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT AN IMPLIED WARRANTY OR GUARANTEE CANNOT BE DISCLAIMED, IT WILL ONLY BE EFFECTIVE FOR THE TERM OF THE LIMITED WARRANTY.
ii. Any statements made by a third party other than CWR Mobility, including CWR Mobility distributors or resellers, are not warranties made by CWR Mobility and cannot be relied on by Licensee.
e. LIMITATION OF LIABILITY
i. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY NOR ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUPPLIERS OR LICENSORS SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR TORTIOUS CONDUCT RELATING TO, CAUSED BY OR ARISING OUT OF ANY BREACH OF OBLIGATIONS OR DELAY IN DELIVERY OF SOFTWARE OR DOCUMENTATION UNDER THIS AGREEMENT OR FROM LICENSEE’S USE OR INABILITY TO USE THE SOFTWARE. THIS LIMITATION APPLIES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. HOWEVER, THE FOREGOING LIMITATIONS DO NOT APPLY TO A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
ii. EXCEPT FOR THE LIABILITY ARISING FROM CWR MOBILITY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND ITS OBLIGATIONS UNDER SECTION 5 (INTELLECTUAL PROPERTY INFRINGEMENT/INDEMNIFICATION), ANY DAMAGES THAT CWR MOBILITY IS REQUIRED TO PAY FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE, REGARDLESS OF THE FORM OF ACTION, SHALL, IN THE AGGREGATE, BE LIMITED TO THE PRICE PAID OR PAYABLE BY LICENSEE TO CWR MOBILITY FOR THE SOFTWARE.
Licensee’s exclusive remedy relative to a breach of the Software warranty set forth in Section 3(a)(i) above shall be for CWR Mobility, at its option, to either:
a. replace the Software that does not meet the limited warranty described above; or
b. attempt to correct any errors which prevent the Software from substantially performing as described in the Documentation and which Licensee finds in the Software during the warranty period.
c. In the event CWR Mobility determines that the remedies under subsections a) and b) above are impracticable during the warranty period, CWR Mobility shall refund to Licensee the Software license fees (and no other fees) paid to CWR Mobility by Licensee. Any replacement Software will be warranted for a period of the longer of: (i) the remainder of the warranty period in Section 3(a)(i) above; or (ii) ninety (90) days from the date such replacement Software is delivered to Licensee.
INTELLECTUAL PROPERTY INFRINGEMENT/INDEMNIFICATION
a. Infringement Indemnification. CWR Mobility shall defend, indemnify and hold Licensee, its partners, employees, officers and directors, harmless at CWR Mobility’s sole cost and expense, for any claim, suit or proceeding brought against Licensee which alleges that the Software, as delivered and used in accordance with the terms of this Agreement, infringes any third party patent, copyright or other intellectual property right, and to pay the amount of any adverse final judgment or settlement, provided that Licensee gives CWR Mobility written notice promptly following receipt of notice of such claim, suit or proceeding and gives CWR Mobility full information and reasonable assistance in its defense or settlement. CWR Mobility shall be entitled to direct such defense and to settle or otherwise dispose of such claim, suit or proceeding as it sees fit, provided that: (i) CWR Mobility can demonstrate sufficient financial resources; and (ii) any settlement intended to bind Licensee shall not be final without Licensee’s written consent.
b. Limitations on Indemnity Obligations. CWR Mobility shall have no liability for any claim of infringement based upon: (i) modification of the Software by any party other than CWR Mobility; (ii) use by Licensee of a superseded or altered release of the Software or Documentation if such infringement would have been avoided by the use of a current unaltered release of the Software or Documentation that CWR Mobility provides to Licensee; (iii) the combination, operation or use of any Software furnished under this Agreement with software, data, hardware or other materials not furnished by CWR Mobility if such infringement would have been avoided by the use of the Software and Documentation without such software, data, hardware or other materials or data; or (iv) any trade secret claim, where Licensee acquires the trade secret: (A) through improper means; (B) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (C) from a person (other than CWR Mobility) who owed to the Party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret. Licensee agrees to defend and hold CWR Mobility and its partners, employees, officers and directors harmless against any loss, cost or expenses incurred as a result of a claim based on the foregoing.
c. Remedies. If an injunction is obtained in such action against Licensee's use of the Software, CWR Mobility shall, at its option and expense, either: (i) obtain for Licensee the right to continue to use the Software; (ii) replace the Software with a product with substantially equivalent functionality; or (iii) modify the Software so that it becomes non-infringing, while maintaining substantially equivalent functionality. If (i), (ii) or (iii) above are not practical, CWR Mobility may terminate this Agreement and reimburse Licensee for the Software license fees actually paid by Licensee to CWR Mobility. Licensee's cooperation with CWR Mobility at CWR Mobility’s request, in accordance with this Section 5, shall be at CWR Mobility’s expense, which shall include the reasonable costs of Licensee's initial consultation with its attorney. No other costs or expenses shall be incurred for the account of CWR Mobility without CWR Mobility’s prior written consent. Licensee may participate with CWR Mobility in Licensee's own defense in such claim, suit or proceeding, at Licensee's option and at Licensee's sole expense.
SOFTWARE SUPPORT AND MAINTENANCE
CWR Mobility does not provide support or maintenance under the terms of this Agreement. For the avoidance of doubt, Licensee is not entitled to receive Fixes, Updates or Upgrades under this Agreement. CWR Mobility provides support and maintenance, which includes the right to receive Fixes, Updates and Upgrades under a separate support and maintenance agreement.
NO AGENCY OR PARTNERSHIP RELATIONSHIP
a. Independent Reseller. Licensee recognizes and acknowledges that any distributor or authorized reseller of CWR Mobility, through which Licensee may have obtained licenses for the Software or obtained services related to the Software, is not the agent or the partner of CWR Mobility. Any such distributor or authorized reseller is an independent company, person, or entity with no authority to bind CWR Mobility or to make representations or warranties on behalf of CWR Mobility. b. Invoicing and Payment. CWR Mobility acknowledges and agrees that Licensee will license the Software from CWR Mobility and, upon full payment of the license fees to an applicable distributor or authorized reseller, Licensee will owe no license fees to CWR Mobility.
This Agreement, including all appendices, exhibits, and schedules attached hereto and made an integral part hereof, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all previous proposals, oral or written, express or implied, and all negotiations, conversations or discussions heretofore had between the parties hereto related to the subject matter of this Agreement. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any Party which are not embodied in this Agreement.
TERM AND TERMINATION
a. Term. The licenses granted under this Agreement shall commence on the Effective Date and shall continue for so long as Licensee complies with the terms of this Agreement.
b. Termination by CWR Mobility. CWR Mobility may immediately terminate this Agreement if Licensee breaches any provision of this Agreement and does not cure such breach within thirty (30) days of CWR Mobility’ written notification to Licensee of such breach.
c. Termination by Licensee. Licensee may terminate this Agreement by providing written notice to CWR Mobility.
d. Effect of termination. Upon termination, Licensee, at the option of CWR Mobility, shall either promptly return to CWR Mobility all copies of the Software and Documentation in Licensee's possession or destroy all such copies, and shall certify in writing that all such copies have been destroyed. In the event of early termination by CWR Mobility pursuant to Section 4(c) or Section 5 or following breach by CWR Mobility of any material representation, warranty, obligation or provision of this Agreement which is not cured within 30 days of Licensee’s written notification to CWR Mobility of such breach, CWR Mobility will promptly refund any Software license fees paid by Licensee.
ARBITRATION AND GOVERNING LAW
a. Arbitration. Any dispute between the parties under this Agreement will be settled by binding arbitration in The Netherlands using the International Chamber of Commerce (ICC) Rules of Arbitration then in effect, as modified by this Agreement. The parties will select one arbitrator, who must be an attorney with at least 15 years commercial law experience. If the parties cannot agree upon an arbitrator, the arbitrator will be selected by the ICC. The arbitrator will determine any issue about whether a claim is covered by this Agreement. At the request of either party, the parties agree to submit the dispute to nonbinding mediation which shall not delay the arbitration date. Such request must be made no later than forty-five (45) days after the arbitration demand. There will be no substantive motions or discovery, but the arbitrator may authorize such discovery and enter such prehearing orders as may be appropriate to ensure a fair hearing. The hearing will be held within ninety (90) days of the demand and concluded within two (2) days. These time limits are not jurisdictional. The arbitrator will apply substantive law and may award injunctive relief or any other remedy available from a judge, including attorney fees and costs to the prevailing party. The arbitrator will not have the power to award punitive damages. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof.
b. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of The Netherlands without regard to the choice of law or conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
GENERAL TERMS AND CONDITIONS
a. Use of Name. Neither party shall issue a press release without obtaining the prior written consent of the other party. CWR Mobility shall not distribute any advertising or promotional material that uses Licensee’s name, logo or property or identifies any of Licensee’s clients or identifies Licensee specifically without Licensee’s prior written approval.
b. Assignment. Neither party shall assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party which consent shall not be unreasonably withheld. However, no consent shall be required for any assignment or transfer in the event of an initial public offering, merger, acquisition, consolidation, sale of all or substantially all of a party’s assets or stock or partnership interests, except that either party shall notify the other in writing prior to such assignment or transfer. This Agreement shall inure to the benefit of and shall be binding on the successors of the parties. This Agreement and the rights and obligation arising hereunder shall not be affected by any change in the corporate structure or ownership of the parties.
c. Amendment. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by a writing signed by both parties hereto.
d. Severability. If any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
e. Waiver. No waiver of any breach of this Agreement will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.
f. Notices. Except as otherwise expressly set forth herein, any written notice required or permitted to be delivered pursuant to this Agreement shall be in writing and shall be deemed delivered: (i) upon delivery if delivered in person; (ii) three (3) business days after deposit in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid; (iii) upon transmission if sent via facsimile, with a confirmation copy sent via overnight mail; or (iv) one (1) business day after deposit with a national overnight courier, in each case addressed to the addresses below or to such other address as may be specified by either Party hereto upon notice given to the other. Any notices to CWR Mobility shall be directed to the address below. Any notices to Licensee will be sent to the address provided to CWR Mobility by Licensee’s CWR Mobility authorized reseller. CWR Mobility BV Kerkenbos 10-15F 6546 BB, Nijmegen The Netherlands g. Survival. Sections 1, 3(e), 9(d), 10 and 11 as well as Licensee’s obligation to pay all sums due shall survive any termination or expiration of this Agreement.