
Authorization to download and use MOLDEN by commercial 
(non-academic, for-profit organisations) users is acquired by printing, 
completing, signing and fax-ing the below agreement to:

CMBI
Secr. office
Fax: +31 (0)24 3619395

                               License fees:                   
                                                 Non-Academic: EUR 1000

A duly signed copy of the license agreement and an invoice will be 
returned by mail to licensee. 

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MOLDEN Software license agreement.
----------------------------------
           
           
      AGREEMENT, effective as of ......................................   ,

between The CMBI at the Radboud University of Nijmegen, The Netherlands

("CMBI") and ....................................................
("Licensee").

      WHEREAS, the CMBI through the work of Dr. G. Schaftenaar has 
developed certain computer software and Licensee desires to use that 
software,

      NOW, THEREFORE, the parties agree as follows:

1. License and Title
   -----------------

   a. Subject to the terms and conditions hereinafter set forth, 
the CMBI hereby grants a perpetual, nonexclusive and non-transferable 
license (the "License") to Licensee to use the computer software package 
known as MOLDEN, which is described more fully in Schedule A 
hereto (the "Software"). This Agreement shall not transfer any title or 
ownership rights in the Software, including intellectual property rights 
embodied therein, which shall at all times remain with the CMBI. The 
License is granted on the conditions that the Software will be used 
solely by Licensee and its departmental employees in its laboratory 
located in ...................................................

           ...................................................
("Licensee 
Department") for research and/or teaching purposes, and that neither the 
Software, its documentation, the related codes and data, or any changes, 
additions, modifications, improvements or alterations thereof, whether 
made by the CMBI or Licensee, shall knowingly be used by, made available 
to, or disclosed to any other person or entity.

   b. Licensee may not make any copies of the Software, except for use on 
computers owned or leased by Licensee in Licensee Department and one copy 
made for archival or back-up purposes.

   c. Licensee may not change, modify, prepare derivative works from, add 
to, or improve the Software without the CMBI's prior written consent. 
Licensee may not reverse engineer, decompile, disassemble, or take any 
other steps to derive a source code equivalent of the Software.

   d. If this License is terminated for any reason whatsoever, Licensee 
will destroy all copies of the Software, and in either event, certify in 
writing that it has done so and has not retained any copies.

   e. The Software may be used by Licensee on only one or more computers 
that it owns and leases in Licensee Department. Licensee shall provide 
the CMBI promptly with the location and identification of such machines, 
upon the CMBI's request.


2. Delivery of Software
   --------------------


   a. Within a period of 3 days of the date or this Agreement, the CMBI 
shall provide the Licensee with a password giving access to the directory
from which a copy of MOLDEN, more fully described in 
Schedule A, can be FTP'ed to the Licensee's computer.

   b. It is understood that the CMBI will provide no maintenance or 
installation services of any kind hereunder. The CMBI, in its sole 
discretion, will use reasonable efforts to assist Licensee in correcting 
errors brought to the CMBI's attention by Licensee, except that 
the CMBI will not be considered in breach of this Agreement if it is 
unable to do so.


3. Software charges.
   ----------------

   a. Licensee shall pay to the CMBI, upon invoice and within 30 days of 
the date of this Agreement a fee of $(U.S) 1000.

   b. In addition to the fee set forth in section 3a above, Licensee 
shall pay any and all taxes and other costs which may be imposed as a 
result of this Agreement or activities hereunder.


4. Confidentiality; Protection of Software and the CMBI Information.
   -----------------------------------------------------------------

   a. Licensee agrees that the Software and related materials shall be 
held in confidence and are being provided by the CMBI for the exclusive 
use of Licensee. Licensee will be responsible for maintaining and 
securing on behalf of the CMBI the Software and related materials in its 
possession or under its control. Licensee 
(i) will protect the Software and related materials in the same manner 
that it protects its own confidential information;
(ii) will knowingly permit access to the Software only to its authorized 
employees and/or students designated by Licensee to use and maintain the 
Software and will inform authorized employees and students who will have 
access to the Software of the obligations of confidentiality under this 
Agreement;
(iii) except as permitted by section 1b above, will not duplicate all or 
any part of the Software or related materials; and
(iv) will not remove or destroy any proprietary notice on the Software or 
related materials.

   b. Any termination of this Agreement and the License hereunder shall 
not Licensee's obligations of confidentiality under this section 4.


5. Disclaimer of Warranties.
   -------------------------
 
   a. While the Software has been tested for accuracy and proper 
functioning, the CMBI disclaims any responsibility for the accuracy or 
correctness of the Software or for its use or application by Licensee. 

   b. The CMBI is licensing the Software to Licensee on an "as is" 
basis. The CMBI makes no representation or warranty, either express or 
implied, of any kind, and hereby expressely disclaims any warranties, 
representations or guarantees of any kind as to the software, including 
but not limited to, any warranties of merchantability, adequacy or 
suitability of the software for any particular purpose or to produce any 
particular result, and any warranties of freedom of infringement of  any 
patents, copyrights, trade secrets or other rights of third parties. 
The CMBI or its employees shall not have any liability to Licensee or 
any other person arising out of the use of the Software by Licensee for 
any reason, including but not limited to the unmerchantability, 
inadequacy or unsuitability of the software for any particular purpose or 
to produce any particular result, or the infringement of any patents, 
copyrights, trade secrets or other rights of third parties, for any 
latent defects therein or the failure of the CMBI to provide Licensee 
with any modifications or changes in the Software.

   c. In no event will the CMBI or its employees be liable to Licensee 
or to any other party for any loss or damages, incidental, consequential, 
indirect or other wise, including, but not limited to time, money, or 
good will, arising from the use or operation of the Software by Licensee. 
In no event shall the CMBI's liability to Licensee execeed the payments 
made by Licensee pursuant to this Agreement.


6. Indemnity.
-------------

   Licensee shall hold harmless, defend and indemnify the CMBI and its 
employees, from and against any damages, suits, claims,liabilities, costs, 
and expenses (including actual attorneys' fees), of any type whatsoever,
arising out of or relating to, directly or indirectly, the improper, unauthorized,
negligent or wrongful use or operation of the Software by Licensee. Licensee shall
reimburse Licensor for any costs incurred by Licensor in enforcing this provision.


7. Use of Name.
---------------

   Licensee will not use the name of the CMBI or the name of 
any of its employees for any purpose whatsoever without the CMBI's 
written consent.


8. Termination.
---------------

   a. The CMBI may terminate this Agreement and the License granted 
hereunder upon 30 days written notice of Licensee's material breach of 
the Agreement and Licensee's failure to cure the breach within 30 days of 
receipt of said notice.. Sections 4, 6 and 7 shall survive the 
termination or expiration of this Agreement.

   b. Licensee may terminate this Agreement and the License hereunder 
upon 30 days written notice to the CMBI; such termination will be 
effective upon compliance with Section 1d above.


9. General Provisions.
----------------------

   a. Notice.  Any notice or other communication required or permitted to 
be given under this Agreement shall be sufficient if in writing and shall 
be considered given when mailed by registered mail or electronic fax to 
the parties at the following addresses:

    If to the CMBI:
  
           Dr. G. Schaftenaar
           Medical Centre / NCMLS, route 260
           Radboud University of Nijmegen
           Geert-Grooteplein 28
           6525 GA Nijmegen, The Netherlands

     If to Licensee:

           ...............................

           ...............................

           ...............................

           ...............................

           ...............................

           ...............................




   b. Assignment. This Agreement and all rights and obligations 
hereunder may not be assigned, sublicensed or transferred by 
Licensee without the prior written consent of the CMBI.


   c. Governing Law.  This Agreement shall be governed by Dutch Law 
applicable to agreements made and to be performed in The Netherlands.


   d. Entire Agreement; Amendment. This Agreement sets forth the entire 
agreement between the parties and superseeds all previous agreements, 
written, or oral, concerning the subject matter thereof. This Agreement 
may not be changed or terminated orally.

   IN WITNESS WHEREOF, the parties hereto have duly executed this 
Agreement as of the day and year written below:



CMBI:

By: .................................


     G. Schaftenaar
    
     date:   ...................



Licensee:

By: .................................



   Name: ................................


   Title: ...............................



   date: ...................................



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SCHEDULE A.
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MOLDEN.     


An interactive visualization program for chemical structures, orbitals, 
total electron density, difference density, and electrostatic potential 
, ESP charges and Distributed Multipole Analysis. 

MOLDEN reads output from the ab-initio programs Gaussian, Gamess-US and
Gamess-UK. In addition it reads chemx, PDB, a variety of mopac/ampac files
and cartesian Xmol format.

The X-window version of MOLDEN supports interactive creation and 
inspection of Z-matrices. 

Molden supports generation and display of secondary structure 
information of protein structures.

MOLDEN supports contour plots, 3-d grid plots with hidden lines and 
a combination of both. It can write a variety of graphics instructions;   
XWindows, tektronix4014, hpgl, postscript, hp2392 and Figure. 


MOLDEN is supplied for downloading as executable code for a variety of 
platforms or source code if for the platform required there is no executable 
code available.
