CEROD Software License Agreement


This Software License Agreement ("Agreement") is made between Hipp, Wyrick, & Company, Inc (hereafter "Hwaci"), a Georgia corporation with headquarters at 6200 Maple Cove Lane, Charlotte, NC, USA and


The second party above is hereafter referred to as "Licensee". In the event that the second party named above is a company with many employees and/or contractors, this agreement shall apply to a single project team within that company, where for the purposes of this agreement a project team shall be defined as a group of employees and/or contractors that work with each other on a daily basis and who all know each others names.

The effective date of this agreement is DATE.

Hwaci is the developer of computer software known as SQLite and the Compressed And Encrypted Read-Only Database Extension ("CEROD"). Hwaci has dedicated the SQLite software to the public domain, but this is not the case for the CEROD software. Hwaci retains all intellectual property rights to the CEROD software.

Licensee desires to utilize and/or distribute the CEROD software.


Hwaci and Licensee agree as follows:

  1. License.
    Hwaci hereby grants to Licensee a perpetual, irrevocable, nonexclusive, limited license to use the CEROD software as follows:

    1. Licensee shall not copy, duplicate, reproduce, license or sublicense the source code to the CEROD software, in whole or in part, without the prior written consent of Hwaci.

    2. Licensee may distribute, royalty-free and without limitation, compiled binary images of the CEROD software that are statically linked with additional software developed by the Licensee.

    3. Licensee may modify the CEROD software source code and may distribute compiled binary images of the CEROD software that incorporates those changes under the same terms as the original unmodified CEROD software.

    4. Licensee shall not copy, duplicate, reproduce, license or sublicense a compiled binary image of the CEROD software, in whole or in part, in either modified form or as original received from Hwaci, except which such binary images are statically linked against additional software developed by Licensee as set forth above.

  2. Fee.
    In consideration for the grant of the license and the use of the CEROD software, Licensee agrees to pay Hwaci the sum of $2,000 (US).

  3. Warranty of Title.
    Hwaci hereby represents and warrants to Licensee that Hwaci is the owner of the CEROD software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Hwaci or to either:

    1. procure, at Hwaci's expense, the right to use the CEROD software,
    2. replace the CEROD software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or
    3. refund to Licensee the full amount of the license fee upon the return of the Software and all copies thereof to Hwaci.

  4. Warranty of Functionality.
    For a period of 90 calendar days following delivery of the CEROD software to Licensee (the "Warranty Period"), Hwaci warrants that the CEROD software shall perform in all material respects according to the Hwaci's specifications concerning the CEROD software when used with the appropriate computer equipment. In the event of any breach or alleged breach of this warranty, Licensee shall promptly notify Hwaci. Licensee's sole remedy shall be that Hwaci shall either correct the CEROD software so that it operates according to specification or return the full amount of the license fee and cancel this agreement. This warranty shall not apply to the CEROD software if modified by anyone or if used improperly or on an operating environment not approved by Hwaci. This warranty applies only to the original, unmodified CEROD software as sent to Licensee from Hwaci and not to any altered or modified versions of the CEROD software that Licensee may have developed.

  5. Optional Extended Maintenance.
    After expiration of the Warranty Period, Licensee may continue to receive maintenance support for successive twelve (12) month periods. The charge for such optional extended maintenance support shall be Hwaci's regular list price for maintenance and support for the CEROD software as published from time to time by Hwaci. Licensee shall notify Hwaci in writing if it desires to receive optional extended maintenance. If Licensee fails to take optional extended maintenance and later elects to receive it, Hwaci reserves the right to charge Licensee its maintenance fees for the period of the lapse in maintenance. Hwaci may elect to discontinue maintenance at any time upon notice to Licensee, and refund of any then unearned maintenance fees.

  6. Software Updates.
    Hwaci may from time to time make enhancements or improvements to the CEROD software. Hwaci shall, at the request of Licensee, make such enhancements and improvements available to Licensee under the same terms as the original CEROD software.

  7. Payment.
    Payment of the license fee shall be made within thirty (30) days following invoice from Hwaci. In the event any overdue amount owed by Licensee is not paid following ten (10) days written notice from Hwaci, then in addition to any other amount due, Hwaci may impose and Licensee shall pay a late payment charge at the rate of one percent (1%) per month on any overdue amount.

  8. Taxes.
    In addition to all other amounts due hereunder, Licensee shall also pay to Hwaci, or reimburse Hwaci as appropriate, all amounts due for property tax on the CEROD software and for sales, use, excise taxes or other taxes which are measured directly by payments made by Licensee to Hwaci. In no event shall Licensee be obligated to pay any tax paid on the income of Hwaci or paid for Hwaci's privilege of doing business.

  9. Warranty Disclaimer.
    Hwaci's warranties set forth in this agreement are exclusive and are in lieu of all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

  10. Limitation of Liability.
    Hwaci shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Hwaci was advised of the possibility of such losses in advance. In no event shall Hwaci's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.

  11. Notice.
    Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

    If to Hwaci:
    D. Richard Hipp
    Hipp, Wyrick & Company, Inc.
    6200 Maple Cove Lane
    Charlotte, NC 28269
    If to Licensee:
  12. Governing Law.
    This Agreement shall be construed and enforced in accordance with the laws of the state of North Carolina.

  13. No Assignment.
    Neither this Agreement nor any interest in this Agreement may be assigned by Licensee or Hwaci without the prior express written approval of the other.

  14. Final Agreement.
    This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

  15. Severability.
    If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

  16. Headings.
    Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

In witness whereof, Hwaci and Licensee have executed this Software License Agreement on the day and year first above written.