Licensing Software Transfer Policy/Process

Abstract

Transfer Policy

Inter-Company Transfer

Transfer of any Intergraph-developed software program and license to another company (inter-company transfer) is prohibited. If a company does transfer possession of any copy, modification, or merged portion of an Intergraph-developed software program to another party, except as expressly provided under the applicable license agreement, the license is automatically terminated.

Third Party Software Transfer

Any transfers of third party software will be governed by the terms of the third party’s software license agreement and the applicable agreement between the third party and Intergraph Corporation or the Security, Government & Infrastructure Division (SG&I) of Intergraph Corporation. Most license agreements prohibit software transfers.

Intra-Company Transfer

Software may not be transferred more than once every twenty-four (24) months. The transfer is of the license only. SG&I will not ship additional software media or documentation to the “transferred to” site as a result of this transfer request. Software may not be transferred in violation of the Export Restriction section of the End-User License Agreement and Limited Product Warranty for Intergraph Corporation Software Product(s) (EULA) and/or other applicable software license agreement or in violation of any U.S. laws or export regulations. All transfers must be screened for export compliance prior to being approved for transfer by SG&I.

Transfer of an Intergraph-developed software program and license within the same Company (intra-company transfer) is subject to the terms of the EULA or other applicable software license agreement. The EULA (available at http://support.intergraph.com/documents/eula.pdf) defines “Company” as follows: "Company" includes your own company or a company or organization in which the transferring entity owns a fifty percent (50%) or greater interest. If a Company wishes to transfer a seat or seats of a software program and license within Company, it must transfer all copies, modifications, or merged portions of the particular seat(s) of the program, in whatever form, to the same party, or it must destroy all copies and modified or merged portions not transferred. Company may continue to use any non-transferred seats per the terms of the applicable license agreement. (“Copies” means the copies made for backup purposes.) Certain SG&I software products that have third party content may not be eligible for transfer.

Intra-company transfer of Intergraph-developed software is limited to the following conditions:

  • From Computer to Computer

    A Company may transfer Intergraph-developed software from one computer to another at the same location, provided that no portion of the licensed program remains with the first computer and the second computer is properly licensed. In this case, Company may transfer the software without formally requesting a transfer from Intergraph, as long as the license agreement is respected. However, if the product being transferred contains SG&I’s electronic licensing mechanism, Company must complete and submit a Rehost Request form to imgslicense@intergraph.com in order to enable the software to function on the second computer.
     
  • Emergency Backup Systems

    A Company may copy Intergraph-developed software to one computer that serves as an emergency backup system. The Company must have active premium maintenance coverage for the licensed program. The emergency backup system may not be run in parallel for production purposes and may not be run for longer than the duration of the emergency backup license without approval from SG&I. If the product being copied for emergency back-up contains the SG&I electronic licensing mechanism, SG&I will provide a License Authentication Code (LAC) to be used to generate a temporary license for the emergency back-up system. It is expected the temporary license will only be generated in the event of an emergency that creates a need for the backup and will not be used for casual use. Any subsequent requests for additional temporary licenses will be subject to SG&I Management’s approval.
     
  • From Site to Site

    A Company may transfer Intergraph-developed software from one site to another site, provided that no portion of the licensed program remains with the first site and the second site is properly licensed. “Site” is defined as a physical location where the equipment/software resides and operates on the same LAN. In this case, a Request for Transfer of SG&I Software Licenses must be submitted to the SG&I Order Desk. If the product being transferred contains the SG&I electronic licensing mechanism, Company must also complete and submit a Rehost Request form to imgslicense@intergraph.com in order to enable the software to function on a computer at the second site.
     
  • End User to End User

    The three scenarios for intra-company transfer of software from end-user to enduser are:
  1. Company B (Buyer) purchases 100% of the assets of Company A (Seller). The Seller may transfer Intergraph-developed software to the Buyer, provided the Seller does not retain any portion of the licensed programs after such transfer. Before the transfer can be completed, the Buyer must agree to abide by all terms and conditions of the EULA or other applicable software license agreement and must enter into a Software Maintenance Service Contract for a minimum of twelve (12) months for all copies of the transferred software. A Request for Transfer of Intergraph Software Licenses form must be submitted to the SG&I Order Desk. If the product being transferred contains the SG&I electronic licensing mechanism, Company must also complete and submit a Rehost Request form to imgslicense@intergraph.com in order to enable the software to function on a computer at the second site.
     
  2. Transfer of software licenses between a Company A and Company B where Company A owns fifty percent (50%) or more of Company B. Company A must not retain any portion of the licensed programs after the transfer and prior to the transfer Company B must agree to abide by all terms and conditions of the EULA or other applicable software license agreement and must enter into a Software Maintenance Service Contract for a minimum of twelve (12) months for all copies of the transferred software. A Request for Transfer of Intergraph Software Licenses must be submitted to the SG&I Order Desk. If the product being transferred contains the SG&I electronic licensing mechanism, Company must also complete and submit a Rehost Request form to imgslicense@intergraph.com in order to enable the software to function on a computer at the second site
     
  3. Company A purchases software licenses that it will use for projects at Company B’s facilities. In this scenario the software licenses will not be given or sold to Company B, and ownership and control of the software licenses will be retained by Company A. When the project is completed, the software licenses will be removed from Company B’s facilities and transferred back to Company A’s facilities. Under these circumstances, the licenses may be transferred using the Site-to-Site procedure shown above.

Intra-Company Transfer Procedure

  • STEP 1: Company A (transferring company) must provide the SG&I Order Desk with a signed Request for Transfer of Intergraph Software Licenses form. The information required to be completed on the form includes the name of the company transferring the software, the site ID, the product(s) to be transferred (quantity, product number, and product description), the date that the transfer should occur, the name of the company receiving the transferred software, and a brief description of the situation necessitating the transfer request. In order to be allowed to transfer the software licenses, Company A must have active premium maintenance coverage for the specific software licenses to be transferred. If the licenses are not currently under premium maintenance, Company A must either pay to reinstate maintenance up to the date of transfer, or must purchase software upgrades, if available, for the software licenses to be transferred. For example:
    • Company B (Buyer) purchases 100% of the assets of Company A (Seller)
    • Company A wants to transfer licenses to Company B in which Company A owns a fifty percent (50%) or greater interest
       
  • STEP 2: Company B (the company to which the software products are being transferred) must agree to abide by the terms and conditions of the EULA or other applicable software license agreement, and the transfer will be screened for export compliance by SG&I.
     
  •  STEP 3: If the transfer is approved by SG&I, Company B must enter into a Software Maintenance Service Contract with SG&I or the applicable Intergraph subsidiary or SG&I distributor for a minimum of twelve (12) months for all copies of the transferred software. In the case of international transfers, Company B must purchase maintenance from the Intergraph office or distributor that will provide the maintenance service. For example, if Company A (located in England) transfers software licenses to Company B (located in France), Company B must purchase maintenance from the Intergraph office located in France. If the software licenses were not already under a Software Maintenance Service Contract with Company A in England, Company A must also either pay the Intergraph office located in England to reinstate maintenance up to the date of transfer, or must purchase software upgrades, if available, for the software licenses to be transferred.
     
  • STEP 4: If the product being transferred contains the SG&I electronic licensing mechanism, Company B must complete and submit a Rehost Request form to imgslicense@intergraph.com in order to enable the software to function on a computer at Company B.
 

 

Attachments

Request Transfer of Software Licenses.pdf
15K • < 1 minute @ 56k, < 1 minute @ broadband
Request Transfer of Software Licenses.xlsx
24K • < 1 minute @ 56k, < 1 minute @ broadband