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KB10707 - Explanation of the DK related non-compete license clause.

TatukGIS develops and markets both the Developer Kernel (DK), a royalty-free SDK/component for use by GIS solution developers, and the desktop GIS Editor application for final users. The objective of the non-compete clause in the TatukGIS license agreement is to ensure that the TatukGIS technology/intellectual property provided in the DK product is not used (without fair compensation for TatukGIS) to develop an application which directly competes against the TatukGIS Editor product. TatukGIS believes that the non-compete clause is the most reasonable option to protect the interests of TatukGIS in a way that is not burdensome for DK customers. Alternatives, such as DK royalty/run-time based licensing or withholding functionality from the DK, would be significantly less beneficial for DK customers.

A competitive product is one that is made available to the general GIS user market and which is such a close alternative to the TatukGIS Editor product that it steals away license sales of the TatukGIS Editor. Such product would contain a feature set that is similar to the TatukGIS Editor and/or free TatukGIS Viewer products and be priced competitively to TatukGIS Editor. Competitive pricing would include any price level per user that is less than three times the TatukGIS Editor price, including licensing that is free of charge.

The reality is that it is extremely unusual for a DK customer to be inconvenienced by the non-compete clause. The DK can be used to develop millions of GIS solutions which are not competitive to the TatukGIS Editor. All organization-specific applications which are not marketed to the public GIS user market are, by definition, not competitive. Highly specialized applications that contain only a subset of the Editor's features are not competitive. High priced applications are not competitive. The non-compete clause is relevant only to the very rare situation in which a DK developer would take advantage of the royalty-free licensing in a way that is detrimental to the business of TatukGIS. As most TatukGIS customers readily understand, something that is detrimental to the TatukGIS DK business model is also detrimental to their business that uses the TatukGIS DK technology.

The following are descriptions of non-competitive applications:
  • A DK developed application that is used only by the employees or members of a company or organization which has licensed the DK. Such application is restricted from use by the general public market by effective means, e.g., license stipulations, password protection, and/or other security features.
  • A DK developed application which has some subset of the TatukGIS Editor functionality, but with substantial specialized features which make the product interesting only to a specific market niche, for example architects, farmers, field biologists, surveyors, etc.
  • A DK developed general purpose application with similar functionality to the TatukGIS Editor that is widely marketed to GIS users, but priced significantly more expensively than the TatukGIS Editor.
For anyone wishing to use the DK to develop a retail GIS product that is competitive to the TatukGIS Editor, contact TatukGIS to negotiate a waiver of the non-compete clause in exchange for the payment of a per user deployment royalty. Alternatively, if a situation requires the features of the TatukGIS Editor product, simply license the TatukGIS Editor. The Editor is highly customizable, with built-in scripting tools exposing (within the Editor) the DK object API.

Separate from the non-compete clause, the TatukGIS license agreement also forbids the use of the DK to develop any application with scripting/customization features, particularly if such features could potentially expose the DK API.
Created: August 17, 2006, Modified: April 23, 2012