POS AM










Exhibit 10.20  



	
 

	
 


	
  

	
  Volume Licensing





<Choose Program> Signature Form



	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
SPLA agreement number

	
 

	
 

	
 

	
SGN-

	
Proposal
  ID


	
 


	
ISV agreement number

	
 

	
4842196

	
 

	
 

	
 

	
Microsoft to complete


	
 

	
 

	


	
 







Note: Enter the agreement
number(s), if any, related to the document(s) in the table below.


This signature form sets forth the documents entered
into under this signature form. This signature form and all documents
identified below are entered into between the Company and the Contracting
Microsoft Affiliate signing, as of the effective date identified below.


	
 


	
Document
  Description


	
<Choose One> 


	
<Choose One> 


	
<Choose One> 


	
Contract/Document Description 


	
Contract/Document Description 


	
Contract/Document Description 


	
Contract/Document Description 


	
Contract/Document Description 


	
Contract/Document Description 


	
Contract/Document Description 


	
Contract/Document Description 





Representations
and warranties. By signing below, Company represents and
warrants that it has received and reviewed copies of the document(s) listed
above, including all documents and websites incorporated by reference and any
amendments, and that it understands the terms therein.


By signing below, the parties agree to be bound by the
terms of this signature form and all document(s) listed in the table above.


	
 

	
 

	
 


	
Company

	
 

	
Contracting Microsoft Affiliate


	
 

	
 

	
 


	
Name
  of Entity * FUTURE IT Ltd.

	
 

	
Microsoft Ireland Operations
  Limited


	
 

	
 

	
 


	
Signature
  *         

	
 

	
Signature


	


	
 

	
 


	
Printed
  Name * Nimrod Zahavi

	
 

	
 


	
 

	
 

	
 


	
Printed
  Title * C. E. O.

Signature Date * 20.02.2008

	
 

	
Printed
  Name

Printed  Title                 
                        


	
 

	
 

	
 


	
 

	
 

	
Signature
  Date


	
 

	
 

	
(date
  Microsoft affiliate countersigns)


	
Tax ID 513556027

	
 

	
Effective
  Date


	
 

	
(may
  be different than the signature date)





* indicates required field


	
 

	
 

	
 


	
Microsoft
  Volume Licensing Programs

  (EMEA)(English) July 1, 2007

	
Signature form

  SGN

	
Page
  1 of 2

















	
 

	
 

	
 

	
 


	
RETURN TO
  

	
Completion Instruction


	
 

	
 

	
 


	
Microsoft
  Ireland Operations Limited

  Hosting and
  Special Agreements Team
Atrium A, Carmenhall
  Road,

  Sandyford Industrial Estate,

  Dublin 18, Ireland

	
 

	
1.

	
Failure to
  fill in all blanks may delay processing. 


	
 

	
2.

	
Application
  must be signed by owner or duly authorized officer or partner.


	
 

	
3.

	
Please return
  signed copy of this form along with the signed copy of your new Agreement.

  





Please print or type the following information: 


	
 

	
 

	
 

	
 


	
Legal Name:
  Future IT Ltd.


	
 

	
 

	
 

	
 


	
Telephone:
  972-8-925-8070


	
Fax:
  972-8-925-8160


	
Trading Name:


	
Trading
  Address:


	
City:

	
PostCode:

	
 


	
Country: UK


	
 


	
 


	
Names of
  Principals and Titles: Annette Solomon - Administrator - annettes@futureitsoft.com


	
Chief
  Financial Officer:

	
 

	
Telephone
  (972)-8-925-8070

	
E-mail:
  


	
Accounts
  Payable Contact: Olga Libach 

	
 

	
Telephone 972-8-925-8006

	
E-mail:
  olgag@datasafe.co.il


	
Escalation
  Point:

	
 

	
Telephone

	
E-mail:
  








	
 

	
 


	
VAT Number:
  513556027 Exempt?      o Yes     o No

	
If yes,
  please attach certificates.


	
Expected
  Annual Sales:

	
 





	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 








	
 

	
 

	
 


	
In
  consideration of the extension of credit and establishment of a credit
  account, applicant acknowledges liability for payment of amounts due
  Microsoft (MS) for delivery of MS products. If MS must take action to collect
  any balance owing, applicant agrees to pay all reasonable costs and expenses
  incurred in collection including, but not limited to, reasonable attorney’s
  fees, court costs, and interest thereon at the then maximum legal rate.


	
 


	
By
  signing this agreement, applicant acknowledges payment will be made according
  to quoted terms on invoice. All past due invoices are subject to interest
  charges at the maximum allowable legal rate. Signature also authorizes the
  release of credit information concerning our company that MS may reasonably
  require.


	
Authorized
  Signature

	
Title

	
Date


	
 


	
x     Nimrod Zahavi         

	
CEO

	
20.02.2008













	
 

	
 

	
 


	
After this signature form
  is signed by the Company, send signed originals, along with all documents
  listed, to the following address. When the signature form is fully executed
  by Microsoft, Company will receive a confirmation copy.





Microsoft Ireland Operations Limited

Atrium Building Block B

Carmen Hall Road, Sandyford Industrial Estate

Dublin 18 - Ireland


	
 


	
Prepared By:







	
 

	
 

	
 


	
Microsoft
  Volume Licensing Programs

  (EMEA)(English) July 1, 2007

	
Signature form

  SGN

	
Page
  2 of 2














	
 

	
 


	
  

	
  Volume Licensing





Independent
Software Vendor Royalty License and Distribution
Agreement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
ISV Royalty Agreement number 

  Microsoft to complete

	
 

	
4842196

	
 

	
Previous ISV Royalty 

  Agreement number (if applicable)

  Company to complete

	
 

	
4711561


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
1514866

  Membership Level

  Registered

	
 

	
 

	
 

	
31/03/2008


	
Microsoft Partner Program 

  Member Number and Level

  Company to complete

	
 

	
 

	
Previous Agreement

  expiration date, if any

	
 





This Agreement must be attached to a signature form to be valid.



This Microsoft Independent
Software Vendor Royalty License and Distribution Agreement (“Agreement”) is
entered into between the entities identified on the program signature form.
This Agreement consists of: (1) the signature form, (2) this Agreement
(including the Contact information, Affiliate identification, and the Terms and
Conditions), (3) the product list, (4) the price list, and (5) the Microsoft
License Terms.


Company
acknowledges that it has access to the World Wide Web and has the capability to
send and receive
electronic mail (“Email”).


Effective date: The effective date of
this Agreement will be the date identified on the signature form.


Contact information. Each party will notify the
other in writing if any of the following contact information changes. The asterisk (*) indicates
required fields. By providing contact information, Company consents to its
use for purposes of administration of this Agreement by Microsoft and other parties that help Microsoft to administer this
Agreement. The personal information Company provides in connection with this Agreement will be used and protected in accordance
with the privacy statement available
at http://licensing.microsoft.com.


	
 

	
 

	
 

	
 


	
 

	
a.

	
Primary contact information. Company must identify
  an individual from inside its
  organization to serve as its primary contact. This contact is the default
  administrator for this Agreement and
  receives all notices unless Company provides Microsoft written notice of a change. The administrator may appoint other
  administrators and grant others access to online information.


	
 

	
 

	
 

	
 


	
 

	
 

	
Name of entity*     FUTURE IT LTD
  


	
 

	
 

	
Contact
  name* First   Annette

	
Last    Solomon


	
 

	
 

	
Contact Email*
  annettes@futureitsoft.com


	
 

	
 

	
Street address* 4, Hámelacha
  st.


	
 

	
 

	
City*
  Lod

	
Postal
  code* 71520


	
 

	
 

	
Country* ISRAEL


	
 

	
 

	
Phone*
  972-8-925-8070

	
Fax 972-8-925-8160


	
 

	
 

	
Tax ID


	
 

	
 

	
 


	
 

	
b.

	
Notices and online access contact information. This will
  designate a notices contact different than the primary contact. The notices contact
  will receive all legal notices required under this Agreement, including any notices
  regarding termination or online tools, and may appoint other administrators and grant others access to
  online information.


	
 

	
 

	
 

	
 


	
 

	
 

	
x  Same as primary
  contact 

  Name of entity*


	
 

	
 

	
Contact
  name* First

	
Last


	
 

	
 

	
Contact Email*


	
 

	
 

	
Street address*


	
 

	
 

	
City*

	
Postal
  code*


	
 

	
 

	
Country*


	
 

	
 

	
Phone*

	
Fax








	
 

	
 


	
Microsoft
  ISV Royalty License and Distribution 3.2 Agreement

  (EMEA)
  (English) July 1, 2007

	
Page 1 of 21














	
 

	
 

	
 

	
 


	
 

	
c.

	
Additional electronic contractual notices contact
  information. The electronic contractual notices contact will receive electronic contractual notices in
  addition to the copies provided to the notices contact. This contact is not
  required if Company does not need a duplicate set of notices.


	
 

	
 

	
 

	
 


	
 

	
 

	
o Same as primary contact

	
 


	
 

	
 

	
Name of entity*

	
 


	
 

	
 

	
Contact
  name* First

	
Last


	
 

	
 

	
Contact Email*

	
 


	
 

	
 

	
Street address*

	
 


	
 

	
 

	
City*
  

	
Postal
  code*


	
 

	
 

	
Country*

	
 


	
 

	
 

	
Phone*

	
Fax


	
 

	
 

	
 

	
 


	
 

	
d.

	
Language preference. Select the language for
  notices. English


	
 

	
 

	
 


	
 

	
e.

	
Microsoft account manager. Provide the Microsoft
  account manager contact for this Company.


	
 

	
 

	
 


	
 

	
 

	
Microsoft account manager
  name Lior Adar


	
 

	
 

	
Microsoft
  account manager Email address V-LiorAD@microsoft.com


	
 

	
 

	
 


	
 

	
f.

	
Billing information. This billing
  information designates where invoices should be sent.


	
 

	
 

	
 

	
 


	
 

	
 

	
Name of entity* Future IT Ltd.


	
 

	
 

	
Accounts
  payable contact name* First      Last     Olga Libach


	
 

	
 

	
Accounts payable contact
  Email* olgag@datasafe.co.il


	
 

	
 

	
Street address* 4,
  Hámelacha st.


	
 

	
 

	
City*
  Lod

	
Postal
  code*    71520


	
 

	
 

	
Country* ISRAEL

	



	
 

	
 

	
 

	
 


	
 

	
 

	
Phone*
  972-8-925-8070

	
Fax


	
 

	
 

	
 

	
 


	
 

	
 

	
VAT Number 513556027

	
 





Naming Company’s
Affiliates. Use this section to identify the Affiliates that are to
be provided rights by Company
under this Agreement. Affiliates must be entire legal entities, not partial
entities such as departments, divisions or
business units. All Affiliates acquired after the effective date of this Agreement will automatically be provided rights
under this Agreement unless Company checks the appropriate box below. Affiliates that Company chooses to exclude from
this Agreement that subsequently enter
into a separate Microsoft Independent Software Vendor Royalty License and Distribution Agreement will have pricing and
payment terms independent of those provided in this Agreement.


o  Company and all Affiliates are included (including new
Affiliates acquired in the future). 


o Company and the following Affiliates are
included:






o The following Affiliates are excluded:


	
 

	
 


	
Microsoft
  ISV Royalty License and Distribution 3.2 Agreement

  (EMEA)
  (English) July 1, 2007

	
Page 2 of 21













A Note
on Section Summaries: Some sections of this Agreement have a
summary at the beginning. These summaries are provided for ease of reference
and are not part of the Agreement.


Terms and Conditions


	
 

	
 


	
1.

	
Definitions.





In this Agreement the
following definitions apply:


“Affiliate” means any legal
entity that owns, is owned, or is commonly owned by or with a party to this
Agreement. For purposes of this definition, “own” means holding or controlling
greater than 50% of the shares, interests or assets of a legal entity.


“Company” means the entity
that signed the Agreement signature form and Company’s Affiliates that have
been granted rights under this Agreement.


“Customer” means an
individual or entity that directly or indirectly acquires from Company a Unified
Solution for its own use and not with the intent to resell or redistribute it.


“Customer Agreement” means
the agreement between Company and a Customer under which Company provides the
Unified Solution to the Customer.


“Embedded Maintenance” means,
for any underlying Licensed Product for which it is distributed, the Customer’s
right to upgrade to and run the latest version of that Licensed Product that
Company makes available during the covered period.


“Integrate,” or forms
thereof, means including one or more Licensed Products along with Company’s
software (and any third party software) comprising the Unified Solution either
copied onto physical media (for example, CD-ROM) that are labeled and packaged
as Company’s Unified Solution or pre-installed by Company on a computer system
for distribution to a Customer as part of the Unified Solution.


“Licensed Products” means
Microsoft’s computer software programs and any other items listed on the
product list on the effective date of this Agreement or subsequently added to
the product list. Distinct version numbers identify distinct Licensed Products.


“Master Copy” means a copy of
a Licensed Product and any related Software Documentation that Microsoft has
released for retail distribution on physical media.


“Microsoft” means the
Microsoft entity that has signed this Agreement and its Affiliates.


“Microsoft License Terms”
means the Microsoft end user product use right terms for each Licensed Product.


“Software Documentation”
means any documents included with the Master Copy of a Licensed Product.


“Taxes” means, individually
and collectively, any income, property, franchise, gross receipts, goods and
services, excise, sales, use, value added and transaction taxes, or any other
similar taxes. Taxes also include any duties, fees, tariffs, or other
governmental charges or expenses.


“Unified Solution” means the
software product that Company licenses to Customers that includes one or more
Licensed Products, adds significant and primary functionality to the Licensed
Products, and may include software that Company acquires from third parties.


	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  3 of 21 













“Zero Royalty” means Company did not distribute to its
Customers any of the Licensed Products as a part of a Unified Solution during
the reporting period.


	
 

	
 


	
2.

	
How Licensed Products may be used.





Company must Integrate a full copy of the Licensed
Product into the Unified Solution. Company can distribute Unified Solutions
directly to Customers, or it can distribute it through resellers. Company may
also copy and distribute Software Documentation, including modified versions,
subject to certain restrictions. With certain restrictions, Company can
distribute trial and demonstration copies of the Unified Solutions. Company can
distribute one year of Embedded Maintenance with the Unified Solutions, subject
to the terms below. Company’s use of the Licensed Products is subject to the
limitations described in this section.              


	
 

	
 

	
 

	
 


	
 

	
a.

	
License grant.
  Subject to the terms of this Agreement, Microsoft grants Company a non-
  perpetual, non-exclusive, terminable, non-transferable, worldwide and limited
  right during the term of this Agreement to reproduce, Integrate, and
  redistribute the Licensed Products. This Agreement does not transfer any
  ownership rights in any Licensed Product. Microsoft reserves all rights not
  expressly granted. Company’s rights under this Agreement will automatically
  terminate upon expiration or termination of this Agreement.


	
 

	
 

	
 

	
 


	
 

	
b.

	
Reproduction and integration. The
  Licensed Products must be fully Integrated with the Unified Solution. Company
  may not disable any features of the Licensed Product’s functionality, but
  Company may configure it in accordance with its Software Documentation. The
  quality of any reproduced copy of the Licensed Product must be equal to the
  quality of the Master Copy of the Licensed Product. Company must meet or
  exceed commercially reasonable standards for media and reproduction quality
  for the media Company use. Company will be responsible for the actions and
  omissions of any third parties authorized by Company to reproduce the
  Licensed Products as if they were Company’s employees.


	
 

	
 

	
 

	
 


	
 

	
c.

	
Distribution.
  Company may sublicense to Customers use of the Licensed Products as part of
  Company’s Unified Solution. Company may directly or indirectly distribute the
  Licensed Products to Customers in object code form only. Company may choose
  to distribute the Licensed Products indirectly through a third party only
  under the following conditions:


	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
any sublicense to the Customer must come from
  Company;


	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
the third party must comply with the terms of this
  Agreement;


	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
the third party must sign an agreement with Company
  that it will not take any action that would separate the Licensed Products
  from the Unified Solution or invalidate the sublicense between Company and
  the Customer; and


	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
Company will indemnify Microsoft for any breach of
  Company’s agreement with the third party that relates to Microsoft’s Licensed
  Products.


	
 

	
 

	
 

	
 


	
 

	
d.

	
Software Documentation.
  Company may distribute the Software Documentation (or any modification,
  adaptation, translation or derivative work of the Software Documentation) if
  Company includes all relevant Microsoft copyrights, notices and trademarks.
  If Company chooses to modify, adapt, translate or create derivative works of
  the Software Documentation:


	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
Company must ensure that it is technically accurate;


	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Company will be responsible for any inaccuracies or
  omissions, whether committed by Company’s employees or any third parties
  acting on Company’s behalf; and


	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
Company may not modify, adapt, translate or
  otherwise create derivative works of any “*.HLP” files for use on the
  Internet.








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  4 of 21 













Company may also deliver
print versions of the electronic Software Documentation that Company creates.
Company must obtain Microsoft’s written approval if Company wishes to
distribute any Software Documentation as part of a publication for sale
separate from the Unified Solution. At Microsoft’s request, Company will allow
Microsoft to review a copy of all derivative works of the Software
Documentation created by Company to verify the accuracy of those works.
Microsoft’s right to review, or Microsoft’s actual review, will not in any way
limit Company’s responsibility for the accuracy or any other aspect of those
works (including copying or delivery by any third parties authorized by
Company).


	
 

	
 

	
 

	
 

	
 


	
 

	
e.

	
Royalty-free
  use of the Licensed Products. In the following cases, Company (or any third parties working on
  Company’s behalf as allowed in this Agreement) may distribute the Unified
  Solution without paying Microsoft a royalty for use of the Licensed Products:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
Demonstration copies used
  to display to potential Customers the utility of the Unified Solution, if at
  all times the demonstration copies remain in the control and possession of
  Company’s employees (or third parties authorized by Company).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Trial copies used by
  potential Customers to evaluate the utility of the Unified Solution, if:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
the trial copies are not
  used for more than 120 days;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
Company ensures that at the
  end of the trial period all copies of the Licensed Products are no longer
  being used by the Customer and are either: (i) removed from the Customer’s
  computer system or (ii) are otherwise made unusable after the end of the
  trial period; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
these restrictions are
  included in the Customer Agreement for the trial copies.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
Distribution to
  previously-licensed Customers in accordance with the terms and conditions of
  the “Previously-licensed Customer” subsection of this Agreement.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
Any Licensed Products that
  Microsoft provides on a royalty-free basis.


	
 

	
 

	
 

	
 

	
 


	
 

	
f.

	
Key-locking
  systems. If Customer
  only wants to use Company’s software applications and not the Licensed
  Products included in the Unified Solution, Company will not owe Microsoft a
  royalty so long as:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
using state-of-the-art
  technical means (e.g. key-locking technology), Company makes the Licensed
  Products unusable or inaccessible by any party using the Unified Solution;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Company remains fully
  responsible for any unauthorized use of the Licensed Products distributed
  pursuant to this subsection;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
Company promptly informs
  Microsoft of any known or suspected unauthorized use;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
if Company enables the Customer
  to use the Licensed Products, Company pays Microsoft the royalty amount for
  each Licensed Product; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
v.

	
Company provides the
  information required in the “Monthly royalty reports” section for each
  Licensed Product distributed.


	
 

	
 

	
 

	
 

	
 


	
 

	
g.

	
Embedded
  Maintenance.
  Embedded Maintenance coverage for Customers is one year. Company may
  distribute Embedded Maintenance coverage to Customers only:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
when Company distributes a
  Unified Solution to Customers; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
as a renewal of coverage
  from Company without lapse in coverage.


	
 

	
 

	
 

	
 


	
 

	
 

	
Company may offer Embedded
  Maintenance only on Licensed Products that are part of the Unified Solution
  that Company distributes to Customers.


	
 

	
 

	
 

	
 


	
 

	
 

	
When this Agreement expires
  or terminates, Company may continue using or distributing a Licensed Product
  for one year only to meet Company’s Embedded Maintenance commitments to
  Customers. Microsoft must have added that Licensed Product to the product
  list before termination or expiration of this Agreement.








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  5 of 21 













	
 

	
 

	
 

	
 

	
 


	
 

	
h.

	
Other
  limitations. The
  rights granted in this Agreement are subject to the following limitations:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
Company
  must not grant any Customers the right to use the Licensed Products in any
  application or situation where any failure of the Licensed Products could
  lead directly to death, personal injury, or severe physical or environmental
  damage. Examples include using the Licensed Products for controlling the
  operation of:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
equipment
  in any nuclear facilities;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
aircraft
  navigation, communications or flight control systems;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
air
  traffic control systems; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
mass
  transit systems;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
medical
  equipment (but only in equipment with an FDA classification of 2 or 3, or an
  equivalent classification); or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
weapons
  systems.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Unless granted in this
  Agreement, Company and its Customers have no copyright interests in the
  Licensed Products. Company must include the following acknowledgment in the
  credit screen and documentation of any Unified Solution: “© Copyright [state
  year for applicable Licensed Product], Microsoft Corporation. All rights
  reserved.”


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
Company may not rent,
  lease, lend, or provide commercial hosting services with the Licensed
  Products.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
This Agreement does not
  grant Company the right to use the Licensed Products for Company’s internal
  business purposes.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
v.

	
Company may not, to the
  extent permitted by applicable law reverse engineer, decompile or disassemble
  any Licensed Product.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
vi.

	
Company may not remove,
  modify, or obscure any copyrights, trademarks, or other proprietary right
  notices contained in the Licensed Products.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
vii.

	
Company may not distribute
  the Licensed Products by internet downloads.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
viii.

	
Company must use the best
  commercially available tests for detecting virus infections in all of
  Company’s production processes to ensure that every Licensed Product is
  distributed without viruses.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ix.

	
Company may not distribute
  or sublicense any version of a Licensed Product more than 18 months after
  Microsoft adds the next version of the Licensed Product to the price list.
  (For example, if 2008 is the next version after 2006, Company may distribute
  version 2006 up to 18 months after version 2008 is added to the price list.)


	
 

	
 

	
 

	
 


	
3.

	
Other requirements and obligations.





Company is responsible for
ensuring the level of quality and performance of the Licensed Product with the
Company’s Unified Solution. Company must properly test the Unified Solution,
take steps to protect its Customers from loss or injury, and provide
appropriate notices and warnings to Customers. Company’s Affiliates may
participate under this Agreement if they are properly identified in this
Agreement and remain Affiliates. Company is responsible for its Affiliates.
Company must obtain the required level of certification or support from
Microsoft or a third party. Company alone is responsible for providing
technical support for the Unified Solution. Company may demonstrate Company’s
Unified Solutions to potential Customers and use the Licensed Products to
provide Unified Solutions on a trial basis to Customers subject to restrictions.


	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  6 of 21















	
 

	
 

	
 

	
 


	
 

	
a.

	
The
  Licensed Products are complex computer software. Performance may vary
  depending upon what hardware platform they are installed on, the interactions
  with other
  software applications and each Licensed Product’s configuration. The Licensed
  Products are neither fault tolerant nor free from errors, conflicts,
  interruptions or other imperfections. Company alone must determine that a
  Licensed Product meets the level of quality and performance necessary for use
  in Company’s Unified Solution. Prior to distributing the Unified Solution,
  Company must:









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
conduct
  testing that, at a minimum, includes failure mode and effects analysis on
  computer systems on which the Unified Solution may be installed;


	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
implement
  all methods that are necessary to prevent injury or loss arising from failure
  of a Licensed Product in connection with predictable uses of any Unified
  Solution; and


	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
provide
  all necessary notices or warnings to Customers and others who may be affected
  by use of a Unified Solution.


	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
Affiliates. Company must identify each of Company’s
  Affiliates in the “Naming Company’s Affiliates” section above before Company
  can provide any rights to Affiliates under this Agreement. In addition, the
  following restrictions apply:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
If Company’s Affiliates
  wish to exercise rights under this Agreement, they must remain Company’s
  Affiliates at all times;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Company may not assign any
  rights under this Agreement to Affiliates located in Vietnam; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
Company will at all times
  remain legally responsible and indemnify Microsoft for each Affiliate’s
  violation of any terms of this Agreement.


	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
Support. Company must provide support for the
  Licensed Products used in the Unified Solution by:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
achieving and maintaining
  “Certified” or “Gold” level status in the Microsoft Partner Program at all
  times during this Agreement;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
purchasing support through
  a Microsoft Premier support services agreement;


	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
obtaining support services
  through the Microsoft Professional support program with prepayment for at
  least five incidents; or


	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
providing support services
  that are equivalent to either ii or iii above through either another
  Microsoft support program or a third party support services provider.


	
 

	
 

	
 

	
 


	
 

	
 

	
If any of the above
  Microsoft programs are replaced, equivalent obligations will apply to any
  subsequent programs.


	
 

	
 

	
 

	
 


	
 

	
d.

	
Customer
  support. Company
  alone is responsible for providing technical support for the Unified Solution
  (including the Licensed Products) to Customers. Company must inform Customers
  of this fact. Any support from Microsoft for questions or issues that arise
  as part of Company’s support of the Unified Solution must be obtained under a
  separate support services agreement. For more information about product
  support services, see http://www.support.microsoft.com/ or a successor
  site that Microsoft identifies.


	
 

	
 

	
 

	
 


	
 

	
 

	
Company may outsource its
  support obligations to its Affiliates or a third party vendor. Company must
  maintain an agreement with each support company that requires the support
  company to comply with Company’s support obligations and the confidentiality
  restrictions in this Agreement.


	
 

	
 

	
 

	
 


	
 

	
e.

	
Customer
  demonstrations.
  Company may demonstrate its Unified Solutions to potential Customers if at
  all times the demonstration copies remain in the control and possession of
  Company’s employees (or third parties authorized by Company).








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  7 of 21 















	
 

	
 

	
 

	
 

	
 


	
 

	
f.

	
Customer
  evaluations. Company
  may use the Licensed Products to provide Unified Solutions on a trial basis
  to Customers if the following conditions are met:










	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i. 

	
the trial copies are not
  used for more than 120 days;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Company ensures that at the
  end of the trial period all copies of the Licensed Products are no longer being
  used by the Customer and are either removed from the Customer’s computer
  system or are otherwise made unusable after the end of the trial period; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii. 

	
these restrictions are
  included in the Customer Agreement for the trial copies.


	
 

	
 

	
 

	
 

	
 


	
 

	
g.

	
Evaluation
  and testing of Licensed Products. Company may install and use the Licensed Products for internal
  testing and evaluation. Company may test and evaluate any Licensed Product
  for a period of 90 days. This period will begin on the date Company first
  acquires a Master Copy of the Licensed Product.


	
 

	
 

	
 

	
 

	
 


	
 

	
h.

	
Previously-licensed
  Customer. Subject to
  the terms of this Agreement, Company may distribute to Customers (directly
  and through other parties as permitted by this Agreement) royalty-free copies
  of Licensed Products as Integrated in the Unified Solution to facilitate its
  unified installation, subject to the following conditions:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
The Customer must have
  acquired from Company or Microsoft sufficient numbers of Microsoft licenses
  for software products, Licensed Product and/or Embedded Maintenance coverage
  equal to: (i) the quantity of the Licensed Products distributed to the
  Customer and (ii) the maximum number of users and/or devices that may access
  or use the Unified Solution under the provisions of the Customer Agreement.
  Company warrants that it will promptly inform Microsoft of any known or
  suspected failure by the Customer to possess sufficient numbers of Microsoft
  licenses, or any known or suspected violations by the Customer of any Microsoft
  license agreement;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Company warrants that the
  Unified Solution will be distributed to the Customer pursuant to a valid and
  enforceable Customer Agreement, the provisions of which must specify each of
  the terms required in the “Customer Agreement requirements” section of this
  Agreement and each of the following:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
the appropriate number of
  users and/or devices that may access or use the Unified Solution;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
that Customer warrants that
  it is not licensing the Licensed Products under Company’s Agreement, that the
  copies of the Licensed Products that it receives from Company do not entitle
  it to maintain on its computer systems any more copies of the Licensed
  Products than it previously-licensed from Company or Microsoft, and that it
  possesses and will maintain sufficient quantities of fully valid Microsoft
  licenses to support the maximum number of users and/or devices that may
  access or use the Unified Solution under the provisions of the Customer
  Agreement; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
that Microsoft will be an
  intended third party beneficiary of the Customer Agreement, with the right to
  enforce warranties and any other provisions of the Customer Agreement and to
  verify the compliance of the Customer with same; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
Company must provide to
  Microsoft the reporting information specified in the “Monthly Royalty
  Reports” section of this Agreement.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Should Company fail to
  obtain a valid Customer Agreement from the Customer consistent with the above
  requirements, Company must pay royalties to Microsoft for every copy of the
  Licensed Product (a) distributed to the Customer and (b) accessed or used by
  the Customer in connection with Company’s Unified Solution.


	
 

	
 

	
 

	
 


	
4.

	
Customer Agreement requirements.





When sublicensing
the Licensed Products as part of a Unified Solution Company must enter into a
Customer Agreement with Customer that disclaims all warranties and liabilities
of Microsoft and contains terms that are at least as protective as the
applicable Microsoft License Terms for each Licensed Product. Company
must adapt and translate the provisions of the Customer Agreement for the
Licensed Products, if required.


	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  8 of 21 














	
 

	
 

	
 

	
 

	
 


	
 

	
a. 

	
Customer
  Agreements. When
  sublicensing the Licensed Products as part of a Unified Solution Company must
  enter into a Customer Agreement with the Customer. The following must be
  included in the Customer Agreement:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i. 

	
disclaimers, to the maximum
  extent permitted by applicable law, of:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
all warranties by
  Microsoft; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
any liability of Microsoft
  for any damages, whether direct, indirect, incidental or consequential, as a
  result of the use or installation of a Licensed Product; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
terms that are at least as
  protective as the applicable Microsoft License Terms for each Licensed
  Product.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Microsoft will make
  available to Company the Microsoft License Terms for the Licensed Products.
  Company must incorporate any Microsoft License Terms Company uses into the
  Customer Agreement for the Unified Solution. For any jurisdictions that
  Company distributes the Unified Solution to:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
Company must adapt and
  translate the provisions of the Customer Agreement for the Licensed Products,
  if required; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
Company must write and
  present the Customer Agreement to make all of the provisions applicable to
  the Licensed Products as fully effective and binding as is permitted under
  those local laws.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Microsoft may amend the
  Microsoft License Terms for a particular Licensed Product during the term of
  this Agreement. Company will not be required to incorporate the amended terms
  into existing Customer Agreements unless that the change was made due to an
  intellectual property infringement claim against Microsoft or in accordance
  with a court or other governmental order.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Microsoft will give Company
  written notice if Microsoft withdraws a Licensed Product for these reasons.
  Company must enforce the provisions of the Customer Agreement that apply to
  the Licensed Products as vigorously as Company enforces the provisions that
  apply to Company’s own software and at least in a commercially reasonable
  manner.


	
 

	
 

	
 

	
 

	
 


	
5.

	
Requirements regarding copyright notices,
  trademarks and anti-piracy obligations.





Generally, Company must
preserve and pass-through intellectual property notices, and abide by certain
trademark and logo usage requirements. Company must also refrain from engaging
in piracy or distributing Licensed Products to any party that Company knows is
engaged in these activities.


	
 

	
 

	
 


	
 

	
a.

	
Copyright,
  trademark and patent notices. Company must not remove any copyright, trademark or patent notices
  contained in or on Licensed Products. Company must include Microsoft’s
  copyright notice on any labels or documentation (including online
  documentation) for Company’s products that include the Licensed Products.
  Company has no right under this Agreement to use any Microsoft logos in any
  manner whatsoever. Whenever a Licensed Product is first referenced in any
  written or visual communication, Company must use the appropriate trademark,
  Licensed Product descriptor and trademark symbol (either “TM” or “®”), and
  clearly indicate Microsoft’s (or Microsoft’s suppliers’) ownership of such
  marks. For information on Microsoft trademarks, including a listing of
  current trademarks, see http://www.microsoft.com/trademarks. Company
  must not undertake any action that will interfere with or diminish
  Microsoft’s (or Microsoft’s suppliers’) right, title and/or interest in the
  trademark(s) or trade name(s). At Microsoft’s request, Company must provide
  Microsoft with samples of all of Company’s
  written or visual materials that use a Licensed Product name. The Unified
  Solution may not use any associated name, trademark or service mark that
  includes all or part of any Microsoft marks or any term that is confusingly similar
  to Microsoft’s marks. Company may not package or promote the Unified Solution
  in a manner that imitates any portion of the Licensed Product’s packaging or
  trade dress without Microsoft’s written approval.








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  9 of 21 













	
 

	
 

	
 


	
 

	
b.

	
Anti-piracy.
  Company must not
  engage in the manufacture, use distribution or transfer of counterfeit,
  pirated or illegal software. Company may not distribute or transfer Licensed
  Products to any party that Company knows is engaged in these activities.
  Company must report to Microsoft any suspected counterfeiting, piracy or
  other intellectual property infringement in computer programs, manuals,
  marketing materials or other materials owned by Microsoft and/or its
  licensors as soon as Company becomes aware of it. Company will cooperate with
  Microsoft in the investigation of any party suspected of these activities.


	
 

	
 

	
 


	
6.

	
Monthly royalty reports.





In general, Company must
submit consolidated monthly royally reports or zero royalty reports, whether or
not any royalties were incurred during the preceding month, using Microsoft’s
Order Entry Tool. The must be certified by an authorized representative of
Company.


Company must submit either a
monthly royalty report or zero royalty report within 15 days after the last day
of each month. An authorized representative of Company must certify that the
monthly royalty report or zero royalty report is accurate and complete. If
Company fails to submit a complete and accurate monthly royalty report or zero
royalty report by the due date each month, Company will be in breach of this
Agreement.


	
 

	
 

	
 

	
 


	
 

	
a.

	
Monthly
  reporting. Company
  must submit the monthly royalty report through Microsoft’s online tool called
  the Microsoft Order Entry Tool (“MOET”), or an alternative specified by
  Microsoft. Microsoft will provide Company with details on the use of MOET.
  Company must provide all applicable information requested in the monthly
  royalty report. At a minimum, each report must include the following
  information:


	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
the total number of
  licenses required for each Licensed Product that Company distributed during
  the preceding calendar month;


	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Customer name and address
  if the Customer generates more than US$1,000 per month in revenue; and


	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
the country in which the
  Customer is located.


	
 

	
 

	
 

	
 


	
 

	
 

	
If Company granted rights
  to any Affiliates, Company must include and consolidate their use of the
  Licensed Products in Company’s monthly royalty report.


	
 

	
 

	
 

	
 


	
 

	
b.

	
Zero
  royalty. Company
  must submit a zero royalty report through explore.ms/CLT or an alternative mechanism
  specified by Microsoft. A zero royalty report is submitted only if Company
  had Zero Royalty.


	
 

	
 

	
 

	
 


	
 

	
c.

	
Report
  revisions. Company
  must submit, within 90 days from the original invoice date, any adjustments
  or revisions (e.g., ordering mistakes) to a monthly royalty report resulting
  in a reduction of license fees to Microsoft. Company must provide a detailed
  explanation of the adjustment or revision with the revised monthly royalty
  report.


	
 

	
 

	
 

	
 


	
 

	
d.

	
Modification
  of reporting structure. Microsoft may reasonably revise the format of and procedure for
  submitting the monthly royalty reports and zero royalty reports from time to
  time. Company will not be required to submit more than one monthly royalty
  report or zero royalty report per month.


	
 

	
 

	
 

	
 


	
 

	
e.

	
Final
  monthly royalty report. Company must submit, within 30 days of termination or expiration of
  this Agreement, a final monthly royalty report or zero royalty report. The
  report must cover Company’s use of the Licensed Products
  through the date of termination or expiration.








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  10 of 21 













	
 

	
 

	
 

	
 


	
 

	
f.

	
Use of information.
  Microsoft will use information provided in the monthly royalty report or zero
  royalty report only for revenue calculation, internal revenue allocation,
  compliance, and billing purposes.


	
 

	
 

	
 

	
 


	
7. 

	
Credits, payment terms and minimum commitment.





Invoiced amounts will be offset by credits for
qualifying Customer returns. Company must meet minimum commitments as described
in this section. This section also addresses Company’s obligations with respect
to withholding and payment of Taxes,


	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
Credits for Customer returns.
  A royalty credit may accrue if a Customer returns a Licensed Product and
  Company accepts it and reports it to Microsoft. To qualify for a credit:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
Company must have reported a royalty owed for the
  returned Licensed Products on a previous monthly royalty report;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
the Customer Agreement must terminate and the
  Customer must return or destroy the copies of the Licensed Products within 60
  days of distribution to the Customer;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
Company must report the return in the monthly
  royalty report for the month in which that return occurred; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
Company must report:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
the total number of all Licensed Products returned
  (expressed as a negative number);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
the royalties that previously accrued in connection
  with the Licensed Products returned; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
the country in which the Customer is located.


	
 


	
 

	
 

	
If Company does not comply with
  these terms, the returned Licensed Products will not qualify for a credit.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Microsoft will apply any accrued credit to reduce a
  future invoice amount under this Agreement. Company may not withhold any
  credit from any payments Company owes Microsoft under this Agreement or any
  other agreement. If this Agreement terminates with a credit owed to Company,
  at Microsoft’s option Microsoft will either refund the credit to Company or
  apply the credit to an invoice under an agreement that succeeds this one.
  Microsoft may revise Microsoft’s credit adjustment process from time to time.


	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
Payments. All
  amounts payable by Company under this Agreement are due and owing 30 days
  after the date of Microsoft’s invoice. If Microsoft does not receive payment
  by the due date stated in the invoice, Company may be assessed a finance
  charge. The finance charge is 1.5% of the invoice amount per month or the
  legal maximum, whichever is less. The finance charge will accrue from the due
  date until payment is received. Company must pay Microsoft’s invoices
  regardless of whether Company has received payment from its Customers.
  Company must include the Agreement number and the Microsoft invoice number,
  if any, with each payment. Company may not withhold payment or make
  deductions to any payment prior to the issuance of a credit by Microsoft for
  billing errors or for any other appropriate reasons. Company must make all
  payments in the form of bank wire transfers or electronic funds transfers
  through an automated clearinghouse with electronic remittance detail attached
  or otherwise in accordance with the payment instructions Microsoft provides
  on the invoice.








	
 

	
 


	
Microsoft ISV Royalty License
  and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  11 of 21 













	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
Minimum commitment.








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
Generally. Company must pay Microsoft a minimum of
  US$15,000 or its equivalent in Euros on the effective date in royalties for
  Licensed Products during the term of this Agreement. Company must pay this
  minimum commitment even if Microsoft terminates this Agreement for cause.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Early
  termination.
  Provided Company is not in breach of the terms of this Agreement and also
  provides Microsoft with 30 days written notice prior to the terminate date,
  Microsoft will reduce the minimum commitment to:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
US$5,000 or its equivalent
  in Euros on the effective date if Company terminates this Agreement less than
  12 months after the effective date; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
US$10,000 or its equivalent
  in Euros on the effective date if Company terminates this Agreement between
  12 and 24 months after the effective date.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
No license
  rights created. When
  this Agreement expires or is terminated, Microsoft will invoice Company for
  the difference between what Company has paid and what Company owes Microsoft
  under the subsection entitled “Minimum commitment.” When this Agreement
  expires or terminates, Company will not have any rights to use or sublicense
  any Licensed Products. Obligations to pay any outstanding invoices, including
  the foregoing invoice, will survive the expiration or termination of this
  Agreement.


	
 


	
 

	
d.

	
Taxes.


	
 

	
 

	
 


	
 

	
 

	
i.

	
Liability
  for Taxes. Microsoft
  is not liable for any of the Taxes Company must pay by law. Company is
  responsible for and must pay all Taxes resulting from Company’s use, purchase
  or distribution of the Licensed Products including the Unified Solution
  provided by Company. Company must indemnify, defend and hold Microsoft
  harmless from any Taxes (including sales or use taxes Company pays
  Microsoft), claims, and costs (including, legal fees) related to Taxes.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Billing
  and collection. The
  amount(s) to be paid by Company for the Licensed Products will not include
  any foreign, U.S., state, local, city, government or other Taxes, duties,
  levies, fees, excises or tariffs, for royalty payments. Company must pay any
  value added, sales or use taxes or like Taxes Company may owe and which may
  be collected by Microsoft under tax laws. Microsoft will not collect Taxes if
  Company provides Microsoft with documentation of Company’s valid tax exempt
  status.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
Withholding
  by foreign tax authorities. If foreign tax authorities determine any Taxes must be withheld from
  Company’s payments to Microsoft, Company may deduct such Taxes from the
  amount Company owes Microsoft and pay them to the taxing authority. Company
  must promptly provide to Microsoft a valid receipt for any Taxes withheld or
  other documents Microsoft may need to claim a U.S. foreign tax credit.
  Company must ensure that any Taxes withheld are minimized to the extent
  possible under applicable law.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
Tax
  treatment. This tax
  section shall govern the treatment of all Taxes arising as a result of or in
  connection with this Agreement regardless of any other section of this
  Agreement


	
 

	
 

	
 

	
 


	
8.

	
How to know what
  Licensed Products are available, what prices apply and how to obtain Master
  Copies.





The product list identifies
the Licensed Products available and is subject to change. Company can continue
to exercise its rights with regard to the Licensed Products that are removed
from the product list unless they are removed because of a governmental order
or infringement claim, in which case Microsoft will notify Company that it must
stop distributing the Licensed Product.

The price list contains the
prices Company must pay to Microsoft for each Licensed Product and version. It
is subject to change. Royalties accrue upon distribution.




	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  12 of 21 













Company can obtain Master Copies of Licensed Products from
Microsoft Worldwide Fulfillment to use solely in making copies for Integration
into a Unified Solution.


	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
Product
  List. Microsoft
  publishes a product list for the Licensed Products available under this
  program. The available Licensed Products may vary from region to region. The
  product list also includes specific conditions or limitations for using
  particular Licensed Products. From time to time Licensed Products may be
  added to or removed from the product list.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Company may exercise the
  rights Microsoft grants Company in this Agreement for any Licensed Products
  added to the product list and the price list. Company must stop exercising
  rights for any product Microsoft withdraws from the product or price lists
  because of an intellectual property infringement claim against Microsoft or
  if in accordance with a court or other governmental order. Microsoft will
  give Company written notice if Microsoft withdraws a Licensed Product for
  these reasons. Unless Microsoft withdraws a Licensed Product for these
  reasons, Company may continue to exercise its rights for Licensed Products
  that Microsoft removes from the product list. The conditions and limitations
  in the last product and price lists the Licensed Product appeared on will
  apply for the duration of this Agreement. Microsoft will make available to
  Company new versions of the product list when it is revised.


	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
Price List. The price list states the prices for the
  Licensed Products that Company must pay to Microsoft. The prices do not
  include any applicable Taxes. All royalties accrue when Company distributes
  the Licensed Product to the Customer. Royalty prices for each Licensed
  Product will be version specific.


	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
Adding and
  removing Licensed Products from the price list. Microsoft may change the price list from
  time to time. Microsoft will publish changes to the price list on a Microsoft
  designated website at least one month before the effective date of the
  revised price list.


	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
Price
  changes. Microsoft
  may decrease prices in the price list at any time. Microsoft may increase
  prices in the price list only as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
once each calendar year effective
  January 1st; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
at any time to offset
  exchange rate fluctuations for prices other than U.S. dollars.


	
 

	
 

	
 

	
 

	
 


	
 

	
e.

	
Obtaining
  Licensed Products and Software Documentation. Company may order up to 10 Master Copies of
  any Licensed Product and Software Documentation for a fee. Microsoft may
  request additional information before fulfilling any of these orders.
  Microsoft will provide Company with necessary codes to permit installation,
  re-installation, and copying of the Licensed Products. Microsoft may change
  the process for ordering Master Copies of Licensed Products and Software
  Documentation from time to time upon at least 30 days notice. Company may
  only copy the Master Copy for purposes of Integrating and distributing the
  Unified Solution.


	
 

	
 

	
 

	
 

	
 


	
9.

	
How compliance is
  verified.





Company must keep thorough
records relating to any rights Company exercises under this Agreement.
Microsoft has the right to audit and will pay for the costs of the audit unless
it reveals a material noncompliance.


	
 

	
 

	
 


	
 

	
a.

	
Record
  keeping. Company
  must keep thorough records relating to any rights Company exercises under
  this Agreement until two years after this Agreement expires or terminates.
  Such records will include the following information: (i) Company’s use of the
  Licensed Products, (ii) copies of Unified Solutions distributed by Company
  and third party resellers, and (iii) all other records that are required to
  be kept under this Agreement.








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  13 of 21 













	
 

	
 

	
 


	
 

	
b.

	
Verifying
  compliance.
  Microsoft may review the Company’s records and facilities (including
  Company’s data centers), at Microsoft’s expense, to verify Company’s
  compliance with this Agreement. Microsoft may
  conduct this review from the effective date of this Agreement and up to two
  years after the Agreement expires or terminates. Microsoft may use an
  independent accountant from an internationally recognized firm of chartered
  accounts to perform Microsoft’s review, which will be subject to a
  confidentiality obligation. Verification will take place upon not fewer than
  30 days notice, during normal business hours and in a manner that does not
  interfere unreasonably with Company’s operations. Company must immediately
  correct any deficiencies in reporting or payment Microsoft finds during
  Microsoft’s review.


	
 

	
 

	
 


	
 

	
 

	
If Microsoft finds a
  reporting or payment shortage of 5% or more, Company will reimburse Microsoft
  for the expenses Microsoft incurred conducting the review. In addition,
  Company will pay 115% of the per unit price for each Licensed Product that
  was not paid for. Microsoft may conduct a review only once every 12 months
  unless Microsoft finds a reporting or payment shortage of 5% or more. Microsoft
  will use the records only to verify Company’s compliance with the Agreement
  and for no other purpose. Exercising Microsoft’s rights under this section
  will not waive any other rights Microsoft may have to enforce this Agreement
  or protect Microsoft’s intellectual property rights.


	
 

	
 

	
 


	
10.

	
Term and
  termination.





The Agreement expires three
years from the effective date. Company can terminate the Agreement at any time
upon notice. Microsoft can terminate in case of breach and in certain other
circumstances. Upon termination, Company must stop all activities and cease all
rights under the Agreement. However, termination will not affect the rights of
existing Customers to continue use of properly licensed Licensed Products as
part of the Unified Solution.


	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
Term. This Agreement expires on the last day of
  the month that is three years after the effective date, unless terminated
  earlier.


	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
Early
  termination. Company
  may voluntarily terminate this Agreement with 60 days’ prior written notice
  to Microsoft, provided that Company meets the obligations described in the
  “Minimum commitment” subsection. Either party may terminate this Agreement if
  the other party breaches any term of this Agreement.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The party terminating this
  Agreement must give the other party 30 days’ written notice. The other party
  must be given an opportunity to cure during this 30 day period before a
  termination for breach will become effective. Microsoft may immediately
  terminate this Agreement by giving notice to Company if:


	
 

	
 

	
 


	
 

	
 

	
i. 

	
Company breaches the
  subsection of this Agreement entitled “Assignment”;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Company’s breach is not
  curable within 30 days; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
required by a valid
  judicial or governmental order;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
Company commits three or
  more material breaches of the use rights contained in the Microsoft License
  Terms;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
v.

	
Company engages in any
  unauthorized manufacture, copying, distribution or use of any Licensed
  Products, or otherwise engages in the infringement of Microsoft’s intellectual
  property rights;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
vi.

	
Company fails to report use
  for 12 consecutive months;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
vii.

	
Company reports Zero
  Royalty for more than 12 consecutive months; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
viii.

	
Company becomes insolvent,
  voluntarily or involuntarily enters bankruptcy, reorganization, composition
  or other similar proceedings under applicable laws, admits in writing its
  inability to pay debts, or makes or attempts to make an assignment for the
  benefit of creditors.








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  14 of 21 













	
 

	
 

	
 

	
 


	
 

	
c.

	
Obligations on termination or
  expiration. When this Agreement terminates, Company must
  immediately stop exercising any rights granted under this Agreement. Company
  also must immediately pay Microsoft any amounts due. When an Affiliate ceases
  to be Company’s Affiliate, Company must immediately notify Microsoft of the
  change in status and the Affiliate must immediately stop exercising any
  rights permitted by this Agreement.


	
 

	
 

	
 

	
 


	
 

	
 

	
Upon termination of this Agreement, Company must
  delete and destroy all copies of the Licensed Products (including their
  component parts) and Software Documentation that Company received under this
  Agreement. Company must certify to Microsoft the deletion and destruction of
  those copies, components parts, and Software Documentation. Microsoft will
  not refund any amounts paid for Software Documentation or media containing
  Licensed Products that have been destroyed. Notwithstanding anything to the
  contrary in this paragraph, Company may retain one copy of any Licensed
  Products and related Software Documentation (collectively the “Archival
  Copy”) after termination of this Agreement subject to the following
  conditions:


	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
The Archival Copy may be used by Company solely for
  purposes of providing support to Customers with valid Customer Agreements for
  the Unified Solution that Integrates the particular Licensed Product;


	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
The Archival Copy must be deleted or destroyed after
  expiration or termination of the applicable Customer Agreements;


	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
Company must maintain support for the Licensed
  Products used in the Unified Solution in accordance with the subsection of
  this Agreement entitled “Support”;


	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
Microsoft will not provide support for the Archival
  Copy; and


	
 

	
 

	
 

	
 


	
 

	
 

	
v.

	
Microsoft will provide no warranties for the Archival Copy.


	
 

	
 

	
 

	
 


	
 

	
d.

	
Effect on previously-licensed
  Customers. Customers who have received Licensed Products
  prior to the expiration or termination of this Agreement will continue to
  enjoy the rights they have received.


	
 

	
 

	
 


	
11.

	
No warranty.





The Licensed Products are provided AS-IS and without
any warranties.


The Licensed Products, any Master Copy, and any
Software Documentation are provided “AS IS” without warranty of any kind.
Company will bear the entire risk of satisfactory quality, performance,
accuracy, and effort for the Licensed Products. To the extent permitted under
applicable law, Microsoft excludes for itself and its suppliers all warranties
of any kind, including: 


	
 

	
 

	
 

	
 


	
 

	
 

	
i. 

	
warranties of title, non-infringement,
merchantability and fitness for a particular purpose; 


	
 

	
 

	
 

	
 


	
 

	
 

	
ii. 

	
any implied warranty arising from course of dealing
or usage of trade; 


	
 

	
 

	
 

	
 


	
 

	
 

	
iii. 

	
any common-law duties relating to accuracy or lack
of negligence with respect to the Licensed Products, any Master Copy, and any
Software Documentation; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
iv. 

	
that the Licensed Products will operate properly in
connection with the Unified Solution or on any Customer system(s). 





If applicable law gives Company any implied
warranties, guarantees or conditions despite this exclusion, those warranties
will be limited to one year and Company’s remedies will be limited by the
section entitled “Limitations and exclusions of liability” to the maximum
extent allowable. 




	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  15 of 21 













	
 

	
 


	
12.

	
Defense of
  infringement and misappropriation claims.






Generally, Microsoft agrees
to defend Company against claims that the Licensed Products infringe another’s
intellectual property rights, and to pay any damages awarded by a court or in a
settlement or final judgment. However, when something Company has done has
caused the claim and Microsoft is damaged, Company must reimburse and indemnify
Microsoft. If Microsoft believes it is necessary to avoid an infringement
claim, Microsoft may replace or modify the Licensed Products. If someone
enjoins Company’s use of the Licensed Products, Microsoft will replace the
Licensed Product, modify to make it non-infringing, obtain the rights Company
needs to keep using it, or refund Company’s fees.


	
 

	
 

	
 

	
 

	
 


	
 

	
a.

	
Duty to
  defend. Microsoft
  will defend Company against, and pay any resulting final judgments (or
  settlements that Microsoft consents to), for any claims made by an
  unaffiliated third party that any Licensed Product: (i) misappropriates its
  trade secret; (ii) infringes its copyright; (iii) infringes its trademark
  rights; or (iv) infringes any patent(s) in the geographical boundaries of
  those countries in which Microsoft distributes or markets that Licensed
  Product.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Under this Agreement, the
  terms “misappropriation” and “trade secret” (a) for claims governed by the
  laws of the United States, have the same meaning as in the Uniform Trade
  Secrets Act; and (b) for claims governed by the laws of any jurisdiction
  other than the United States, “misappropriation” will mean intentionally
  unlawful use and “trade secret” will mean “undisclosed information”, as
  specified in Article 39.2 of the TRIPs agreement.


	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
Exceptions
  to duty. Microsoft’s
  obligations under this section are subject to all of the following
  conditions: (i) Company must notify Microsoft promptly in writing of the
  claim; (ii) Company must give Microsoft sole control over defense and
  settlement; and (iii) Company must provide Microsoft with reasonable
  assistance in defending the claim (and Microsoft will reimburse Company for
  reasonable out-of-pocket expenses that Company incurs in providing that
  assistance).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Microsoft’s obligations
  under this section will not apply under the following circumstances, and
  Company will reimburse Microsoft for any costs or damages Microsoft incurs as
  a result of these actions.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
Microsoft will not be
  liable for any copyright, trademark, or patent infringement or trade secret
  misappropriation claim to the extent that such claim is based on Company’s or
  any Customer’s:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
copying, distribution or
  use of any Licensed Product after Microsoft notifies Company to discontinue copying,
  distributing or using it due to such a claim;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
combining the Licensed
  Product with non-Microsoft products, programs or data;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
altering the
  product; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
acquiring a trade secret:
  through improper means; under circumstances giving rise to a duty to maintain
  its secrecy or limit its use; or from a person (other than Microsoft) who
  owed to the claimant a duty to maintain the secrecy or limit the use of the
  trade secret.


	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
Opportunity
  to cure. Microsoft
  may, at its option and subject to Company’s additional obligations specified
  below, choose to take the following actions.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
If Microsoft receives
  information concerning an infringement claim related to a Licensed Product,
  Microsoft may, at its expense and without obligation to do so, either:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
procure for Company the
  copyright, trademark or patent right(s) to continue to copy, use and
  distribute the allegedly infringing Licensed Product, or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
replace or modify the
  Licensed Product or trademark to make it non-infringing.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Company must stop copying,
  using and distributing the allegedly infringing Licensed Product or use of
  the allegedly infringing trademark immediately when Company receives notice
  from Microsoft.








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  16 of 21 













	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
If, as a result of an
  infringement or trade secret misappropriation claim, a court of competent
  jurisdiction enjoins Company’s use, copying or distribution of a Licensed
  Product, Microsoft will use commercially reasonable efforts to, at
  Microsoft’s option:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
procure the right to
  continue its use;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
replace the Licensed
  Product with a functional equivalent;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
modify the Licensed Product
  to make it non-infringing (including disabling the challenged functionality);
  or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
refund the amount Company
  paid Microsoft for the infringing Licensed Product.


	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
Third
  party claims.
  Company must notify Microsoft promptly in writing if any third party claim is
  brought against Company regarding Microsoft’s intellectual property. If
  Company agrees to provide reasonable assistance in the defense of such claim,
  Microsoft may, at its option, choose to treat these claims as being covered
  by this section.


	
 

	
 

	
 

	
 

	
 


	
 

	
e.

	
Exclusive
  remedy. This section
  and the section entitled “Limitations and exclusions of liability” state
  Microsoft’s entire liability and Company’s exclusive remedies with respect to
  any third party infringement and trade secret misappropriation claims.


	
 

	
 

	
 

	
 

	
 


	
 

	
f.

	
Company.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
No
  representations.
  Company and any third party company granted rights under this Agreement must
  not make any representation or warranty about any Licensed Product to any
  Customer or third party on Microsoft’s behalf.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Indemnity. Company must defend, indemnify and hold
  Microsoft harmless from any claim arising as a result of:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
Company’s improper
  installation of a Licensed Product;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
any software virus
  introduced by Company to the Unified Solution;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
any claim by Customer
  regarding its use or inability to use a Unified Solution if such claim would
  not have occurred solely from use of the Licensed Product;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
any claim by a third party
  that the Unified Solution infringes any proprietary right of that third party
  if such claim would not have occurred solely from use of the Licensed
  Product;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
Company’s acts and
  omissions in connection with this Agreement;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
from and against all damages,
  costs, and expenses, including reasonable attorneys’ fees, resulting from
  Company’s continued distribution of an allegedly infringing Licensed Product
  after Microsoft provided Company with notice to stop; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
unauthorized installation,
  use, access, copying, reproduction, and/or distribution of any portion of the
  Licensed Products by a Customer (or any third party providing services to the
  Customer).


	
 

	
 

	
 

	
 

	
 


	
13.

	
Limitations and exclusions of liability.





This section places limits on the type and amount of
damages the parties may have to pay each other. Generally, for any claim,
Microsoft limits its damages to the amount of royalties paid in the
jurisdiction in which that claim arose for the Licensed Product to which that
claim relates. Neither party will be liable for consequential or indirect
damages, except those that result from breaches of confidentiality or a party’s
violation of the other party’s intellectual property rights.


	
 

	
 

	
 

	
 


	
 

	
a.

	
Limitations. There may be situations where Company has a
  right to claim damages or payment from Microsoft. Whatever the legal basis
  for Company’s claim:


	
 

	
 

	
 


	
 

	
 

	
i.

	
Microsoft will only be
  responsible for direct damages that are a result of a final judgment by a
  court of competent jurisdiction or settlement that Microsoft consents to;








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  17 of 21 













	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Microsoft’s total liability
  will be limited to the amount Company has paid Microsoft for the Licensed
  Products that are the subject of the claim;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
for any particular claim,
  Microsoft’s liability will be limited to the total royalties Company has paid
  Microsoft for the Licensed Product distributed to Customers in the
  jurisdiction where the claim is made for the Licensed Product that is the
  subject of the claim; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
in the case of royalty-free
  Licensed Products or software code that Microsoft allows Company to
  distribute under this Agreement, Microsoft’s total liability will be limited
  to US$5,000, or its equivalent in local currency.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The limitations contained
  in this subsection will not apply:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
v.

	
to the costs of defending
  any claim Microsoft is obligated, or agrees, to defend under this Agreement;
  and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
vi.

	
to any breach of
  Microsoft’s confidentiality obligations under this Agreement.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Defense costs include
  attorneys’ fees, out of pocket expenses and similar types of costs, but not
  final judgments or settlements.


	
 

	
 

	
 

	
 

	
 


	
 

	
b.

	
No
  liability for indirect damages. Neither party nor any of its suppliers will be liable for any
  indirect damages, including:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
economic, punitive,
  consequential, special or incidental damages, or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
damages for:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
loss of profits or
  revenues;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
business interruption;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
loss of business
  information, privacy or security; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
·

	
any other kind of indirect
  damages.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
This exclusion of liability
  applies even if the possibility for such damages was known or foreseeable.
  This exclusion of liability does not apply to either party’s obligations in
  the section entitled “Confidentiality” or for either party’s intellectual
  property rights.


	
 

	
 

	
 

	
 

	
 


	
 

	
c.

	
Application.
  The liability
  limitations and exclusions in this Agreement apply to the maximum extent
  permitted by applicable law regardless of the principle that the claim is
  based on, whether it is:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
breach of contract;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
tort (including
  negligence);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
strict liability;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
statute;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
v.

	
breach of warranties; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
vi.

	
any other legal theory.


	
 

	
 

	
 

	
 

	
 


	
 

	
d.

	
Release. By signing this Agreement, Company releases
  Microsoft from all obligations, liability, claims or demands that exceed the
  limitations specified in this section.


	
 

	
 

	
 

	
 

	
 


	
14.

	
Compliance with
  laws.





This section imposes
obligations on Company to comply with export laws and to obtain any required
governmental approvals. 


	
 

	
 

	
 


	
 

	
a.

	
Export
restrictions. The
Licensed Products are subject to U.S. export laws and regulations. Company
must comply with all domestic and international export laws and regulations
that apply to the Licensed Products. These laws include restrictions on
destinations, Customers and end use. For additional
information, see http://www.microsoft.com/exporting/. Company represents that
neither Company nor any third party Company gives rights to under this
Agreement has had export privileges suspended, revoked or denied by a U.S.
government agency. 








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  18 of 21













	
 

	
 

	
 


	
 

	
b.

	
Government
  approvals. Company
  must exercise Company’s rights under this Agreement with all necessary
  government approvals. Company also must comply with all applicable laws and
  regulations. Company may not import, distribute or license any of the
  Licensed Products in any country or territory where it is illegal to do so.


	
 

	
 

	
 


	
15.

	
Confidentiality.





Generally, each party agrees
not to use or disclose the other’s confidential information for a period of
five years, except as necessary to further the purposes of this Agreement, Each
party agrees to take reasonable steps to protect that information, and to
cooperate with the other party if a disclosure occurs. The parties agree that
if one of them provides feedback or suggestions about the other’s products or
services, that feedback is not confidential.


	
 

	
 

	
 


	
 

	
a.

	
Confidential
  information.
  Confidential information means information marked or otherwise identified in
  writing by a party as proprietary or confidential or that, under the
  circumstances surrounding the disclosure, ought in good faith to be treated
  as proprietary or confidential. It includes non-public information regarding
  either party’s products, features, marketing and promotions, and the
  negotiated terms of the parties’ agreements. All beta products are
  confidential unless excepted below.


	
 

	
 

	
 


	
 

	
 

	
Confidential information
  does not include information: (i) the recipient developed independently; (ii)
  the recipient knew before receiving it from the other party under the
  relevant agreement; or (iii) that subsequently becomes publicly available or
  is received from another source, in both cases other than by a breach of an
  obligation of confidentiality.


	
 

	
 

	
 


	
 

	
b.

	
Use of
  confidential information. For a period of five years after initial disclosure, neither party
  will use the other’s confidential information without the other’s written
  consent except in furtherance of this business relationship or as expressly
  permitted by this Agreement, or disclose the other’s confidential information
  except: (i) to obtain advice from legal or financial consultants, or (ii) if
  compelled by law, in which case the party compelled to make the disclosure
  will use its best efforts to give the other party notice of the requirement
  so that the disclosure can be contested.


	
 

	
 

	
 


	
 

	
 

	
Each party will take
  reasonable precautions to safeguard the other’s confidential information.
  Such precautions will be at least as great as those each party takes to
  protect its own confidential information. Each party will disclose the
  other’s confidential information to its employees, consultants or
  subcontractors only on a need-to-know basis and subject to the
  confidentiality obligations imposed here. When confidential information is no
  longer necessary to perform any obligation under any of the agreements, each
  party will return it to the other or destroy it at the other’s request.


	
 

	
 

	
 


	
 

	
 

	
Either party may provide
  suggestions, comments or other feedback to the other with respect to the
  other’s products and services. Feedback is voluntary and the party receiving
  feedback may use it for any purpose without obligation of any kind except
  that the party receiving feedback will not disclose the source of feedback
  without the consent of the party providing it.


	
 

	
 

	
 


	
 

	
c.

	
Cooperation
  in the event of disclosure. Each party will immediately notify the other upon discovery of any
  unauthorized use or disclosure of confidential information and will cooperate
  in any reasonable way to help the other regain possession of the confidential
  information and prevent further unauthorized use or disclosure.








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  19 of 21 














	
 

	
 

	
 


	
16.

	
Miscellaneous.






	
 

	
 

	
 


	
 

	
a.

	
Entire agreement.
  This Agreement constitutes the entire agreement between the parties. The
  terms of any purchase order or any general terms and conditions Company
  maintains do not apply. This Agreement can be changed only by an amendment
  signed by both parties or as provided in this Agreement.


	
 

	
 

	
 


	
 

	
b.

	
Notices to Microsoft.
  Notices, authorizations, and requests given or made to Microsoft in
  connection with this Agreement must be sent by post, express courier, or
  facsimile to the addresses and numbers indicated below. Notices will be
  deemed delivered on the date shown on the postal return receipt or on the
  courier or facsimile confirmation of delivery.








	
 

	
 

	
 


	
Notices to Microsoft must be Sent to:

	
 

	
Copies must be sent to:


	
 

	
 

	
 


	
Microsoft Ireland
  Operations Limited

  Atrium Building Block B

  Carmenhall Road

  Sandyford Industrial Estate

  Dublin 18
Ireland


	
 

	
Microsoft EMEA HQ 

  Law and Corporate Affairs

  Coeur Défense Tour B

  La Défense 4

  100, Esplanade du Général de Gaulle

  92932 Paris La Défense Cedex


  France








	
 

	
 

	
 


	
 

	
c.

	
Assignment.
  Company may assign this Agreement (or Company’s rights or obligations under
  it) only with Microsoft’s prior written consent. This requirement applies to
  assignments that result by operation of law in addition to voluntary
  transfers. Microsoft may deny any assignments or transfers if Microsoft has a
  legitimate business reason for doing so. Microsoft may assign this Agreement
  (or Microsoft’s rights and obligations under it) to any Affiliates without
  Company’s consent. Any assignment that violates this section is void.


	
 

	
 

	
 


	
 

	
d.

	
Dispute resolution.
  If Microsoft brings an action to enforce this Agreement (including any other
  agreement incorporating these terms), Microsoft will bring it in the
  jurisdiction where the party that signed this Agreement has its headquarters.
  If Company brings an action to enforce this Agreement entered into with any
  Affiliate of Microsoft located outside of Europe, Company will bring it in
  the State of Washington, USA. If Company brings an action to enforce this
  Agreement entered into with any Affiliate of Microsoft located in Europe,
  Company will bring it in the Republic of Ireland. This choice of jurisdiction
  does not prevent either party from seeking injunctive relief with respect to
  a violation of intellectual property rights or confidentiality obligations in
  any appropriate jurisdiction.


	
 

	
 

	
 


	
 

	
e.

	
Applicable law.
  If this Agreement is entered
  into with any Affiliate of Microsoft located outside of Europe, this
  Agreement will be governed by and construed in accordance with the laws of
  the State of Washington, USA and federal laws of the United States. If this
  Agreement is entered into with any Affiliate of Microsoft located in Europe,
  this Agreement will be governed by and construed in accordance with the laws
  of the Republic of Ireland. The 1980 United Nations Convention on Contracts
  for the International Sale of Goods and its related instruments will not
  apply to this Agreement.


	
 

	
 

	
 


	
 

	
f.

	
Relationship between the parties. Neither the
Agreement as a whole nor any specific term or condition will be interpreted
as creating a partnership, joint venture, agency, or franchise relationship
between the parties. 


	
 

	
 

	
 


	
 

	
g.

	
English language governs.
  The parties intended for this Agreement to be written in English. In
  addition, any notices required or provided under this Agreement will be written
  or communicated in English. In the event of any conflict between the English
  version of the Agreement or any notices and a translation, the English
  version will prevail.


	
 

	
 

	
 


	
 

	
h.

	
No waiver. No
  waiver of any breach of this Agreement shall be a waiver of any other breach,
  and no waiver shall be effective unless made in writing and signed by an
  authorized representative of the waiving party.








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  20 of 21 













	
 

	
 

	
 


	
 

	
i.

	
Force
  Majeure. To the
  extent that either party’s performance is prevented or delayed, either
  totally or in part, for reasons beyond that party’s control, then that party
  will not be liable, so long as it resumes performance as soon as practicable after
  the reason preventing or delaying performance no longer exists.


	
 

	
 

	
 


	
 

	
j.

	
Disaster. In the event of a “disaster”, Company may
  have special rights. Please go to http://www.microsoft.com for
  additional information.


	
 

	
 

	
 


	
 

	
k.

	
Survival. Sections of this Agreement that, by their
  terms, require performance after termination or expiration of this Agreement,
  including but not limited to, provisions regarding use rights, restrictions
  on use, warranties, limitations on liability, confidentiality, compliance with
  laws, compliance verification and obligations on termination or expiration of
  this Agreement, will survive termination or expiration of this Agreement.


	
 

	
 

	
 


	
 

	
l. 

	
Order of
  precedence. If there
  is any direct inconsistency between the terms contained in this Agreement and
  any terms contained in the Microsoft License Terms, this Agreement will
  control. The terms of this Agreement will control over any purchase order
  Company may send to Microsoft.


	
 

	
 

	
 


	
 

	
m.

	
Severability. If a court holds any provision of this Agreement
  to be illegal, invalid or unenforceable, the remaining provisions will remain
  in full force and effect and the parties will amend the Agreement to give
  effect to the stricken clause to the maximum extent possible.


	
 


	
 

	
n.

	
Third
  party beneficiaries.
  Microsoft’s Affiliates are intended beneficiaries of this Agreement. As a
  result, Microsoft and its Affiliates are entitled to enforce the terms of
  this Agreement.








	
 

	
 


	
Microsoft ISV Royalty
  License and Distribution 3.2 Agreement

  (EMEA) (English) July 1, 2007

	
Page
  21 of 21