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Microsoft® | Volume
Licensing


Independent Software Vendor Royalty License and Distribution
Agreement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
ISV Royalty Agreement Number 

 Microsoft affiliate to complete

	
 

	
4711561

	
 

	
Previous
 ISV Royalty Agreement

 number (if applicable)

 Partner to complete

	
 

	
 





This Microsoft Independent
Software Vendor Royalty License and Distribution Agreement is entered into between the parties who sign below.


This agreement consists of (1)
this cover page, (2) the contact information page, (3) the attached terms and
conditions, (4) any enrollment entered into under this agreement (5) the
product list, (6) the price list, (7) the Microsoft license terms, (8) contact
and other information regarding master copies and payment remittance. Items (5) through (8) above are made a
part of this agreement in their form on the effective date of this agreement.
We may change these forms from time to time during the term of this agreement. At your request, we will provide you with copies
of the most current forms. In addition, you may view the forms on the
World Wide Web at a password-protected website we identify to you.


Effective
date. The effective date of this agreement will be either the
effective date of the first enrollment or the date we sign this agreement,
whichever is earlier.


By signing below, the parties
agree to be bound by the terms of this agreement.




	
 

	
 

	
 

	
 


	
Company

	
 

	
Contracting Microsoft affiliate


	
Name of entity *

	
 

	
 


	
 

	
 

	
 

	
 


	
FutureIT LTD.

	
 

	
Microsoft Ireland Operations Limited


	
 
	
 

	
 

	
 


	
Signature * 

	
 

	
Signature

	
 


	



	
 

	



	
Printed name * 

	
 

	
Printed
 name

	



	
OMER NIRHOD

	
 

	
 


	
Printed title * 

	
 

	
Printed title


	
PRESIDENT

	
 

	
 


	
Signature date *

	
 

	
Signature date


	
1/2/2006

	
 

	
(date Microsoft affiliate countersigns)


	
 

	
 

	
 


	
 

	
 

	
Effective date


	
* indicates required field

	
 

	
(may be different than our signature date)









Attachments:


	
 

	
 


	
o

	
 Credit Check Form (if customer is new)


	
o

	
 Check List (required)





Please return 2 SIGNED ORIGINALS
of this agreement to the Microsoft affiliate.


	
 

	
 

	
 

	
 


	
Microsoft ISV Royalty License and Distribution v3.1

Agreement (EMEA) (English) September 1, 2005

	
Cover page


	
Page 1 of 15















Contact information. Each party will notify the other in writing if this
information changes. The * indicates
required fields. We may disclose contact information as necessary to administer
this agreement.


Primary contact information: The company signing on the cover page must
identify an individual from inside its organization to serve as the primary
contact. This contact is the default online administrator for this
agreement. This contact will receive all notices unless you provide us written
notice of a change. The online administrator may appoint other administrators
and grant others access to online information.






	
 

	
 

	
 

	
 


	
Company

	
 

	
 


	
Name of entity *


 FutureIT LTD.

	
 

	
Contact name *


 Last
   Zahavi

 First  Nimrod


	
Street address *


 4 Ha’melacha Street

	
 

	
Contact email address
 (required for online access) *


 nimrodz@futureit.co.il


	
City
 *


 LOD

	
Postal
 code *


 71520

	
 

	
Phone *


 972-8-9258038


	
Country *


 ISRAEL

	
 

	
Fax *


 972-8-9258010






 Notices and online access contact information: Complete this only if you want
to designate a different notices and online contact. This contact will become the default online administrator for this agreement and will receive all notices. This
contact may appoint other administrators and grant others access to
online information.  








	
 

	
 

	
 

	
 


	
Notices and online access contact 

	
 


	
Name of entity

	
 

	
 

	
Contact name

 Last

 First


	
Street address

	
 

	
 

	
Contact email address (required
 for online access) *


	
 

	
 

	
 

	
 


	
City 

	
Postal code

	
 

	
Phone


	
 

	
 

	
 

	
 


	
Country 

	
 

	
 

	
Fax


	
 

	
 

	
 

	
 














	
 

	
 

	
 

	
 


	
Microsoft ISV Royalty License and Distribution v3.1

Agreement (EMEA) (English) September 1, 2005

	
Contact information


	
Page 2 of 15














Terms and Conditions


Definitions. “You” and “your” means
the company or entity that has signed this agreement and any of your
affiliates. “We”, “us,” “our” and “Microsoft” means the Microsoft company that
has signed this agreement and any of our affiliates. The “parties” refers to
both you and us, and the term “party” may be used to refer to you or us
individually. In addition, the following definitions apply:


“affiliate” means any legal entity that owns, is owned
or is commonly owned by or with a party. Own means holding or controlling
greater than 50% of the shares, interests or assets of a legal entity.


“embedded maintenance” means, for any underlying
licensed product for which it is distributed, the end user’s right to upgrade
to and run the latest version of that product that you make available during
the covered period.


“end user” means your customer that directly or
indirectly acquires from you a unified solution for its own use and not with
the intent to resell or redistribute it.


“enrolled affiliate” means, an entity, either you or
any one of your affiliates, that has entered into an enrollment under this
agreement.


“enrollment” means the document that an enrolled
affiliate submits to identify the licensed products used in the unified
solution


“integrated”, “to integrate”, or “integration” means
including one or more licensed products along with your 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 your unified
solution; or pre-installed by you on a computer system for distribution to an
end user as part of your unified solution.


“licensed products” means our 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 product.


“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 license terms” means the Microsoft end user
product use right terms for each licensed product.


“software documentation” means any end user 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 taxes that are similar in
nature to the taxes mentioned in this section. Taxes also include any duties,
fees, tariffs, or other governmental charges or expenses.


“unified solution” means the software product that you
license to end users which: includes one or more licensed products, adds
significant and primary functionality to the licensed product(s), and may
include software that you acquire from third parties.


	
 

	
 

	
 


	
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Terms and conditions

	
Page 3 of 15













1.        Products,
prices and master copies.


	
 

	
 


	
a. 

	
Product List. We
  publish a Product List to name the licensed products available under the
  program. The available licensed products may vary from region to region. The
  Product List also includes product specific conditions or limitations for
  using the licensed products. From time to time licensed products may be added
  to or removed from the Product List.


	
 

	
 


	
 

	
You may exercise the rights we grant you in this
  agreement for any licensed products added to the Product List and the Price
  List. You must stop exercising rights for any product we withdraw from the
  Product and Price Lists because of an intellectual property infringement
  claim against us or in accordance with a court or other governmental order.
  We will give you written notice if we withdraw a licensed product for these
  reasons. Unless we withdraw a product for these reasons, you may continue to
  exercise your rights for licensed products that we remove from the Product
  List. The conditions and limitations in the last Product and Price Lists it
  appeared on will apply for the duration of the agreement. We will make
  available to you new versions of the Product List when it is revised.


	
 

	
 


	
b. 

	
Pricing and Price
  List. The Price List states the royalty prices for the
  licensed products that you must pay to us. The list prices do not include any
  applicable taxes. We may change our price for a licensed product from time to
  time. We may add prices to the Price List for any licensed products added to
  the Product List. We will make available to you new versions of the Price
  List when it is revised.


	
 

	
 


	
 

	
All royalties accrue when you distribute the
  licensed product to the end user. Royalty prices for each licensed product
  will be version specific.


	
 

	
 


	
c. 

	
Master copies. You
  may acquire up to ten master copies of any licensed product through Microsoft
  Worldwide Fulfillment. You may only use the master copies for the purpose of
  copying the licensed products for integrating and distributing your unified
  solution. We will provide you with contact and other information for
  Microsoft Worldwide Fulfillment.


	
 

	
 


	
d. 

	
Enrollment. You
  must submit an enrollment for each unified solution you intend to distribute
  under this agreement. The enrollment specifies all of the software
  applications, including the licensed products, which will be included in the
  unified solution. In addition, the enrollment provides a way for any of your
  affiliates to be billed directly by us for licensed products they may
  distribute. Each enrollment must be approved by us before licensed products
  may be distributed.


	
 

	
 


	
2. 

	
License grant. If you
comply with this agreement, you have the rights below. The rights we grant you
in this agreement are not exclusive. This agreement only gives you some rights
to embed, reproduce and redistribute the licensed products.








	
 

	
 


	
a. 

	
Reproduction and
  integration. The licensed products must be fully
  integrated with the unified solution. You may not disable any features of the
  licensed product’s functionality, but you 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. You must meet or exceed commercially reasonable standards for media
  and reproduction quality for the media you use. You will be responsible for
  the actions and omissions of any third parties authorized by you to reproduce
  the licensed products as if they were your employees.


	
 

	
 


	
b.

	
Distribution. You
  may sublicense to end users use of the licensed products as part of your
  unified solution. You may directly a indirectly distribute the licensed
  products to end users in object code form only. You may choose to distribute
  the licensed products indirectly through a third party only under the
  following conditions:








	
 

	
 

	
 


	
 

	
Ÿ

	
any sublicense to the end user must come from you;


	
 

	
 

	
 


	
 

	
Ÿ

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


	
 

	
 

	
 


	
 

	
Ÿ

	
the third party must sign an agreement with you that
  it will not take any action that would 








	
 

	
 

	
 


	
 

	
i.

	
separate the licensed products from the unified
  solution or


	
 

	
 

	
 


	
 

	
ii.

	
invalidate the sublicense between you and the end
  user; and







	
 

	
 

	
 


	
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Terms and conditions

	
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Ÿ

	
you will indemnify us for any breach of your
  agreement with the third party that relates to our licensed products.


	
 

	
 

	
 






	
 

	
 


	
c.

	
Software
  documentation. You may distribute the software
  documentation (or any modification, adaptation, translation or derivative
  work of the software documentation) if you include all relevant Microsoft
  copyrights, notices and trademarks. If you choose to modify, adapt, translate
  or create derivative works of the software documentation,








	
 

	
 

	
 


	
 

	
Ÿ

	
you must ensure that it is technically accurate;


	
 

	
 

	
 


	
 

	
Ÿ

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


	
 

	
 

	
 


	
 

	
Ÿ

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


	
 

	
 

	
 


	
 

	
You may also deliver print versions of the
  electronic software documentation that you create. You must obtain our
  written approval if you wish to distribute any software documentation as part
  of a publication for sale separate from the unified solution. At our request,
  you will allow us to review a copy of all derivative works of the software
  documentation created by you to verify the accuracy of those works. Our right
  to review, or our actual review, will not in any way limit your responsibility
  for the accuracy or any other aspect of those works (including copying or
  delivery by any third parties authorized by you).


	
 

	
 


	
d.

	
End user license
  agreements. When sublicensing the licensed products you
  must enter into an end user license agreement with the end user. The
  following must be included in the agreement.


	
 

	
 


	
 

	
Ÿ

	
Disclaimers, to the maximum extent permitted by
  applicable law, of








	
 

	
 

	
 


	
 

	
i.

	
all warranties by Microsoft and


	
 

	
 

	
 


	
 

	
ii.

	
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.








	
 

	
 

	
 


	
 

	
Ÿ

	
Requirements that are at least as protective as the
  applicable Microsoft license terms for each licensed product.


	
 

	
 


	
 

	
We will make available to you the Microsoft license
  terms for the licensed products. You must incorporate any Microsoft license
  terms you use in the end user license agreement for the unified solution. For
  any jurisdictions that you distribute the unified solution to:


	
 

	
 

	
 


	
 

	
Ÿ

	
you must adapt and translate the provisions of the
  end user license agreement for the licensed products if required: and


	
 

	
 

	
 


	
 

	
Ÿ

	
you must write and present the end user license
  agreement to make all of the provisions applicable to the licensed products
  as fully effective and binding as is permitted under those local laws.


	
 

	
 

	
 


	
 

	
We may amend the Microsoft license terms for a
  particular licensed product during the term of an enrollment under this
  agreement. You will not be required to incorporate the amended terms in your
  end user license agreement unless that the change was made due to an
  intellectual property infringement claim against us or in accordance with a
  court or other governmental order.


	
 

	
 


	
 

	
We will give you written notice if we withdraw a
  product for these reasons. You must enforce the provisions of the end user
  license agreement that apply to the licensed products as vigorously as you
  enforce the provisions that apply to your own software and at least in a
  commercially reasonable manner.


	
 

	
 


	
e. 

	
Royalty free use
  of the licensed products. In the following cases, you
  (or any third parties working on your behalf as allowed in this agreement)
  may distribute the unified solution without paying us a royalty for use of
  the licensed product.


	
 

	
 

	
 


	
 

	
Ÿ

	
Demonstration copies used to display to potential
  end users the utility of the unified solution, if at all times the
  demonstration copies remain in the control and possession of your employees
  (or third parties authorized by you).






	
 

	
 

	
 


	
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Ÿ

	
Trial copies used by potential
  end users to evaluate the utility of the unified solution, if








	
 

	
 

	
 


	
 

	
i.

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


	
 

	
 

	
 


	
 

	
ii.

	
you ensure that at the end
  of the trial period all copies of the licensed products are no longer being
  used by the end user and are either (A) removed from the end user’s computer
  system or (B) are otherwise made unusable after the end of the trial period;
  and


	
 

	
 

	
 


	
 

	
iii.

	
these restrictions are
  included in the end user license agreement for the trial copies.








	
 

	
 

	
 


	
 

	
Ÿ

	
Any licensed products that
  we provide on a royalty free basis.


	
 

	
 

	
 


	
 

	
Certain licensed products
  may not be distributed as evaluation copies. In other instances, we make
  special versions of a licensed product available for use in evaluation
  copies. You must keep accurate records of each copy used or distributed. For
  trial copies, you must also keep the following information regarding each end
  user.


	
 

	
 

	
 


	
 

	
Ÿ

	
the name of the entity who
  received the copies;


	
 

	
 

	
 


	
 

	
Ÿ

	
the number of copies
  distributed; and


	
 

	
 

	
 


	
 

	
Ÿ

	
the geographic location
  where each copy is placed in use.


	
 

	
 

	
 


	
f.

	
Key-locking systems. If an end user only wants to use your
  software applications and not the licensed products included in the unified
  solution, you will not owe us a royalty so long as:


	
 

	
 

	
 


	
 

	
Ÿ

	
using state-of-the-art
  technical means (e.g. key-locking technology), you make the licensed products
  unusable or inaccessible by any party using the unified solution;


	
 

	
 

	
 


	
 

	
Ÿ

	
you remain fully
  responsible for any unauthorized use of the licensed products distributed
  pursuant to this section;


	
 

	
 

	
 


	
 

	
Ÿ

	
you promptly inform us of
  any known or suspected unauthorized use;


	
 

	
 

	
 


	
 

	
Ÿ

	
when you enable the end
  user to use the licensed products, you pay us the royalty amount for each
  licensed product; and


	
 

	
 

	
 


	
 

	
Ÿ

	
you provide us the
  reporting information required in Section 5 below for each copy distributed.


	
 

	
 

	
 


	
g.

	
Affiliates. You must identify each of your affiliates
  on an enrollment before you can assign any rights to them under this
  agreement. In addition, the following restrictions apply:


	
 

	
 

	
 


	
 

	
Ÿ

	
If your affiliates wish to
  exercise rights under this agreement, they must remain your affiliates at all
  times;


	
 

	
 

	
 


	
 

	
Ÿ

	
You may not assign any
  rights under this agreement to affiliates located in Vietnam; and


	
 

	
 

	
 


	
 

	
Ÿ

	
You will at all times
  remain legally responsible and indemnify us for each affiliate’s violation of
  any terms of this agreement.


	
 

	
 

	
 


	
h.

	
Embedded maintenance. Embedded maintenance coverage for end users
  is one year. You may distribute embedded maintenance coverage to end users
  only:


	
 

	
 

	
 


	
 

	
Ÿ

	
when you distribute a
  unified solution to end users; or


	
 

	
 

	
 


	
 

	
Ÿ

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


	
 

	
 

	
 


	
 

	
You may offer embedded
  maintenance only on licensed products that are part of the unified solution
  that you distribute to end users.


	
 

	
 


	
 

	
When this agreement
  expires or terminates under section 5 (d) (ii) or expires, you may continue
  using or distributing a licensed product for one year only to meet your
  embedded maintenance commitments to end users. We must have added that
  licensed product to the Product List before termination or expiration.


	
 

	
 

	
 


	
i.

	
Other limitations. The rights granted in this Section 2 are
  subject to the following limitations.


	
 

	
 


	
 

	
Ÿ

	
You must not grant any end users 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:






	
 

	
 

	
 


	
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i.

	
equipment
  in any nuclear facilities,


	
 

	
 

	
 


	
 

	
ii.

	
aircraft navigation, communications or flight control
  systems,


	
 

	
 

	
 


	
 

	
iii.

	
air traffic control systems,


	
 

	
 

	
 


	
 

	
iv.

	
mass transit systems,


	
 

	
 

	
 


	
 

	
v.

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


	
 

	
 

	
 


	
 

	
vi.

	
weapons systems.








	
 

	
 

	
 


	
 

	
Ÿ

	
Unless granted in this
  agreement, you and your end users have no copyright interests in the licensed
  products. You 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.”


	
 

	
 

	
 


	
 

	
Ÿ

	
You may not rent, lease,
  lend, or provide commercial hosting services with, the licensed products.


	
 

	
 

	
 


	
 

	
Ÿ

	
This agreement does not
  grant you the right to use the licensed products for your internal business
  purposes.


	
 

	
 

	
 


	
 

	
Ÿ

	
You may not reverse
  engineer, decompile or disassemble any licensed product.


	
 

	
 

	
 


	
 

	
Ÿ

	
You may sublicense the
  licensed products separately from the unified solution only to customers that
  need additional rights as part of a previous deployment of the unified
  solution.


	
 

	
 

	
 


	
 

	
Ÿ

	
You may not distribute the
  licensed products by internet downloads.


	
 

	
 

	
 


	
 

	
Ÿ

	
You must use the best
  commercially available tests for detecting virus infections in all of your
  production processes to ensure that every licensed product is distributed
  without viruses.


	
 

	
 

	
 


	
 

	
Ÿ

	
You may not distribute or
  sublicense any version of a licensed product more than 18 months after we add
  the next version of to the Price List. (For example, if 2002 is the next
  version after 2000, you may distribute version 2000 up to 18 months after
  version 2002 is added to the Price List.)


	
 

	
 

	
 


	
j.

	
Reservation of rights. The licensed products are licensed, not
  sold. We reserve all rights not expressly granted in this agreement.


	
 

	
 


	
3.

	
Other obligations.


	
 

	
 


	
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. You alone
  must determine that a licensed product meets the level of quality and
  performance necessary for use in your unified solution. Prior to distributing
  the unified solution, you must


	
 

	
 


	
 

	
Ÿ

	
conduct testing that, at a minimum, includes failure mode
  and effects analysis on computer systems on which it may be installed:


	
 

	
 

	
 


	
 

	
Ÿ

	
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


	
 

	
 

	
 


	
 

	
Ÿ

	
provide all necessary notices or warnings to end users and
  others who may be affected by use of a unified solution.


	
 

	
 

	
 


	
b.

	
You must have or obtain a
  minimum of five prepaid support incidents for the licensed products used in
  the unified solution. You may do this in one of the following ways:


	
 

	
 


	
 

	
Ÿ

	
achieve and maintain
  “Certified” or “Gold” level status in the Microsoft Partner Program at all
  times during this agreement; or


	
 

	
 

	
 


	
 

	
Ÿ

	
purchase support from








	
 

	
 

	
 


	
 

	
i.

	
the Microsoft Professional
  Support program; or 


	
 

	
 

	
 


	
 

	
ii.

	
a third party support
  services provider.






	
 

	
 

	
 


	
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If either Microsoft
  program is replaced, equivalent obligations will apply to any subsequent
  program.


	
 

	
 


	
4.  

	
End
user support. You
alone are responsible for providing technical support for the unified solution
(including the licensed products) to end users. You must inform end users of
this fact. Any support from us for questions or issues that arise as part of
your support of the unified solution must be obtained under a separate support
services agreement.


	
 

	
 


	
5.  

	
Reporting and payment.









	
 

	
 

	
 


	
a.

	
Reporting. Within 15 days after the end of each calendar month, you must submit
  royalty and distribution reports for each enrollment under this agreement. We
  will provide you with the form of the report you must use. At a minimum, each
  report must include the following information:


	
 

	
 


	
 

	
Ÿ

	
the quantity of each
  licensed product distributed;


	
 

	
 

	
 


	
 

	
Ÿ

	
the royalties accrued; and


	
 

	
 

	
 


	
 

	
Ÿ

	
the country in which the
  end user is located.


	
 

	
 

	
 


	
 

	
You must submit a report
  even if you have not distributed any licensed products or no royalties are
  due for that period. We may terminate any enrollment if you report no
  distribution for 6 consecutive calendar months under that enrollment. We may
  terminate this agreement if you report no distribution for 6 consecutive
  calendar months for all enrollments under this agreement.


	
 

	
 

	
 


	
b.

	
Royalty credits for end user returns. A royalty credit may accrue if an end user
  returns a licensed product and you accept it and report it to us. To qualify
  for a credit:


	
 

	
 

	
 


	
 

	
Ÿ

	
you must have reported a
  royalty owed for the returned licensed products on a previous royalty and
  distribution report;


	
 

	
 

	
 


	
 

	
Ÿ

	
the end user license
  agreement must terminate and the end user must return or destroy the copies
  of the licensed products within 60 days of distribution to the end user;


	
 

	
 

	
 


	
 

	
Ÿ

	
you must report the return
  in the royalty and distribution report in the month in which that return
  occurred; and


	
 

	
 

	
 


	
 

	
Ÿ

	
you must report,








	
 

	
 

	
 


	
 

	
i.

	
the total number of all
  licensed products returned (expressed as a negative number), 


	
 

	
 

	
 


	
 

	
ii.

	
the royalties that
  previously accrued in connection with the licensed products returned and
  


	
 

	
 

	
 


	
 

	
iii.

	
the country in which the end user is located.








	
 

	
 

	
 


	
 

	
If you do
  not comply with these terms, the returned licensed products will not qualify
  for a royalty credit.


	
 

	
 


	
 

	
We will apply any accrued
  royalty credit to reduce a future invoice amount under this agreement. You
  may not withhold any royalty credit from any payments you owe us under this or
  any other agreement. If this agreement terminates with a royalty credit owed
  to you, at our option we will either refund the credit to you or apply the
  royalty credit to an invoice under an agreement that succeeds this one. We
  may revise our credit adjustment process from time to time.


	
 

	
 


	
c.

	
Payments. After we have received your monthly report, we will issue you an
  invoice that includes all accrued monthly royalties owed net of any accrued
  royalty credits. We will invoice you at the prices specified in the then
  current Price List. Payment is due 30 days after the date of the invoice by
  either bank wire transfer or any other method we currently allow.


	
 

	
 


	
 

	
You must comply with any
  changes to our method of settlement if we give you 60 days notice. One day before
  initiating the bank wire transfer, you must send the following information by
  either facsimile or electronic mail:


	
 

	
 


	
 

	
 

	
 


	
 

	
Ÿ

	
your company name;


	
 

	
 

	
 


	
 

	
Ÿ

	
date of wire transfer;


	
 

	
 

	
 


	
 

	
Ÿ

	
amount of wire transfer;
  and


	
 

	
 

	
 


	
 

	
Ÿ

	
any other information we
  may reasonably request.






	
 

	
 

	
 


	
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If necessary, we will make
  available to you additional bank wire transfer, payment, and remittance
  information. We may assess a finance charge at the maximum allowable legal
  rate on all amounts that are past due.


	
 

	
 

	
 


	
d.

	
Minimum commitment. 


	
 

	
 

	
 


	
 

	
Ÿ

	
Generally. You must pay us a minimum of Ten Thousand U.S. Dollars (US$10,000.00) or its
  equivalent in Euros on the effective date in royalties for licensed products
  during the term of this agreement. You must pay this minimum commitment even
  if we terminate this agreement for cause.


	
 

	
 

	
 


	
 

	
Ÿ

	
Early termination. We will reduce the minimum commitment to
  Five Thousand U.S. Dollars (US$5,000.00) or its equivalent in Euros on the
  effective date if you:








	
 

	
 

	
 


	
 

	
i.

	
terminate this agreement
  12 months after the effective date;


	
 

	
 

	
 


	
 

	
ii.

	
are not in breach of the
  terms of this agreement; and


	
 

	
 

	
 


	
 

	
iii.

	
give us 30 days written
  notice prior to the termination date.








	
 

	
 

	
 


	
 

	
Ÿ

	
Additional minimum commitment upon extension. You must pay us a minimum of an additional
  Five Thousand U.S. Dollars (US$5,000.00) or its equivalent in Euros on the
  effective date in royalties for licensed products if we extend this agreement
  under Section 8 below.


	
 

	
 

	
 


	
 

	
Ÿ

	
No license rights created. We will invoice you for the difference
  between what you have paid and what you owe us under this Section 5d when
  this agreement expires or is terminated. You will not have any rights to use
  or sublicense any licensed products when you pay the invoice issued under
  this Section 5d.


	
 

	
 

	
 


	
6.

	
Warranty
  and indemnity obligations.


	
 

	
 

	
 


	
a. 

	
The warranty and indemnity
  provisions of this agreement apply to the maximum extent permitted by
  applicable law. Microsoft.


	
 

	
 

	
 


	
 

	
Ÿ

	
No warranty. The licensed products, any
  master copy, and any software documentation are provided “AS IS” without
  warranty of any kind. You will bear the entire risk of satisfactory quality,
  performance, accuracy, and effort for the licensed products. To the extent
  permitted under applicable law, we exclude for ourselves, our affiliates and
  our 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; or


	
 

	
 

	
 


	
 

	
iv.

	
any
  warranty that the licensed products will operate properly in connection with
  the unified solution or on any end user system(s).


	
 

	
 

	
 


	
 

	
If
  applicable law gives you any implied warranties, guarantees or conditions
  despite this exclusion, your remedies will be limited by Section 7 of this
  agreement to the maximum extent permissible.








	
 

	
 

	
 


	
 

	
Ÿ

	
Defense of infringement and misappropriation claims. We will defend you against and pay any
  resulting final judgments (or settlements that we consent to), for any claims
  made by unaffiliated third parties that any licensed product:








	
 

	
 

	
 


	
 

	
i.

	
infringes its copyright;


	
 

	
 

	
 


	
 

	
ii.

	
infringes its trademark
  rights;


	
 

	
 

	
 


	
 

	
iii.

	
infringes any patent(s);
  or


	
 

	
 

	
 


	
 

	
iv.

	
misappropriates any trade
  secret


	
 

	
 

	
 


	
 

	
in the geographical
  boundaries of those countries in which we distribute or market that licensed
  product.


	
 

	
 


	
 

	
Our obligations under this
subsection are subject to all of the following conditions. 






	
 

	
 

	
 


	
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i.

	
You must notify us promptly in writing of the claim.


	
 

	
 

	
 


	
 

	
ii.

	
You must give us sole control over its defense or
  settlement.


	
 

	
 

	
 


	
 

	
iii.

	
You agree to provide us with reasonable assistance
  in defending the claim (and we will reimburse you for reasonable out of
  pocket expenses that you incur in providing that assistance).


	
 

	
 

	
 


	
 

	
iv.

	
Under this agreement, the terms “misappropriation”
  and “trade secret” mean








	
 

	
 

	
 

	
 


	
 

	
 

	
a)

	
for claims governed by the laws of the United
  States, as they are defined in the Uniform Trade Secrets Act;


	
 

	
 

	
 

	
 


	
 

	
 

	
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.


	
 

	
 

	
 

	
 


	
 

	
Our obligations under this subsection will not apply
  under the following circumstances, and you will reimburse us for any costs or
  damages we incur as a result of these actions.


	
 

	
 


	
 

	
i.

	
We 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 your, your affiliate’s or any end user’s


	
 

	
 

	
 


	
 

	
 

	
a)

	
copying, distribution or use of any licensed product
  after we notify you to discontinue copying, distributing or using it due to
  such a claim;


	
 

	
 

	
 

	
 


	
 

	
 

	
b)

	
combining the licensed product with non-Microsoft
  products, programs or data;


	
 

	
 

	
 

	
 


	
 

	
 

	
c)

	
altering the product; or


	
 

	
 

	
 

	
 


	
 

	
 

	
d)

	
acquiring a trade secret








	
 

	
 

	
 

	
 


	
 

	
 

	
š

	
through improper means,


	
 

	
 

	
 

	
 


	
 

	
 

	
š

	
under circumstances giving rise to a duty to
  maintain its secrecy or limit its use, or 


	
 

	
 

	
 

	
 


	
 

	
 

	
š

	
from a person (other than us or our affiliate) who
  owed to the claimant a duty to maintain the secrecy or limit the use of the
  trade secret.








	
 

	
 

	
 

	
 


	
 

	
We may, at our option and subject to your additional
  obligations specified below, choose to take the following actions.


	
 

	
 


	
 

	
i.

	
If we receive information concerning an infringement
  claim related to a licensed product, we may, at our expense and without
  obligation to do so, either


	
 

	
 

	
 


	
 

	
 

	
a)

	
procure for you the copyright, trademark or patent
  right(s) to continue to copy, use and distribute the allegedly infringing
  licensed product, or


	
 

	
 

	
 

	
 


	
 

	
 

	
b)

	
replace or modify the licensed product or trademark
  to make it non-infringing.


	
 

	
 

	
 

	
 


	
 

	
ii.

	
You and your affiliates must stop copying, using and
  distributing the allegedly infringing product or use of the allegedly
  infringing trademark immediately when you receive notice from us.


	
 

	
 

	
 


	
 

	
iii.

	
If, as a result of an infringement claim, your use,
  copying or distribution of a licensed product is enjoined by a court of
  competent jurisdiction, we will use commercially reasonable efforts to, at
  our option,


	
 

	
 

	
 


	
 

	
 

	
a)

	
procure the right to continue its use,


	
 

	
 

	
 

	
 


	
 

	
 

	
b)

	
replace it with a functional equivalent,


	
 

	
 

	
 

	
 


	
 

	
 

	
c)

	
modify it to make it non-infringing (including
  disabling the challenged functionality), or


	
 

	
 

	
 

	
 


	
 

	
 

	
d)

	
refund the amount you paid us for the licensed product.


	
 

	
 

	
 

	
 


	
 

	
iv.

	
You must notify us promptly in writing if any other
  type of third party claim is brought against you or your affiliate regarding
  our intellectual property. If you agree to provide reasonable assistance in
  the defense of such claim, we may, at our option, choose to treat these
  claims as being covered by this section.






	
 

	
 

	
 


	
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b.

	
You.

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
Ÿ

	
No representations. You and any third party you grant rights under
 this agreement must not make any representation or warranty about any
 licensed product to any end user on our behalf.


	
 

	
 

	
 

	
 

	
 


	
 

	
Ÿ

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
your improper installation of a licensed product;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
any software virus introduced by you to the unified solution;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
any claim by an end user regarding its use or inability to use a
 unified solution if such claim would not have occurred solely from use of the
 licensed product;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
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;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
v.

	
your acts and omissions in connection with this agreement, and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
vi.

	
from and against all damages, costs, and expenses, including
 reasonable attorneys’ fees, resulting from your continued distribution of an
 allegedly infringing product after we provide you with notice to stop.


	
 

	
 

	
 

	
 

	
 


	
7.

	
Limitation and exclusions of
 liability.


	
 

	
 

	
 


	
a.

	
Liability limits. There may be situations where you have a right
 to claim damages or payment from us. Whatever the legal basis for your claim:


	
 

	
 

	
 

	
 

	
 


	
 

	
Ÿ

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


	
 

	
 

	
 

	
 

	
 


	
 

	
Ÿ

	
our total liability will be limited to the amount you have paid us
 for the licensed products that are the subject of the claim;


	
 

	
 

	
 

	
 

	
 


	
 

	
Ÿ

	
for any particular claim, our liability will be limited to the total
 royalties you have paid us for the licensed product, that is the subject of
 the claim, distributed to end users in the jurisdiction where the claim is
 made; and


	
 

	
 

	
 

	
 

	
 


	
 

	
Ÿ

	
in the case of royalty free licensed products or software code that
 we allow you to distribute under this agreement, our total liability will be
 limited to Five Thousand U.S. Dollars (US $5,000.00), or its equivalent in
 local currency.


	
 

	
 

	
 

	
 

	
 


	
 

	
The limitations contained in this paragraph will not apply


	
 

	
 

	
 


	
 

	
Ÿ

	
to the costs of defending any claim we are obligated, or agree, to
 defend under this agreement, and


	
 

	
 

	
 

	
 

	
 


	
 

	
Ÿ

	
to any breach of our confidentiality obligations under this
 agreement.


	
 

	
 

	
 

	
 

	
 


	
 

	
Defense costs include attorney’s 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 affiliates or suppliers will be liable for any
 indirect damages, including


	
 

	
 

	
 


	
 

	
Ÿ

	
economic, punitive, consequential, special or incidental damages,


	
 

	
 

	
 

	
 

	
 


	
 

	
Ÿ

	
damages for


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i.

	
loss of profits or revenues,


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
business interruption, or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
loss of business information, privacy or security, or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
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 confidentiality obligations in Section 12f or for either
 party’s intellectual property rights






	
 

	
 

	
 


	
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c.

	
Application relative to
 applicable law.
 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


	
 

	
 


	
 

	
Ÿ

	
breach of contract,


	
 

	
 

	
 


	
 

	
Ÿ

	
tort (including negligence),


	
 

	
 

	
 


	
 

	
Ÿ

	
strict liability,


	
 

	
 

	
 


	
 

	
Ÿ

	
statute,


	
 

	
 

	
 


	
 

	
Ÿ

	
breach of warranties, or


	
 

	
 

	
 


	
 

	
Ÿ

	
any other legal theory.


	
 

	
 

	
 


	
d.

	
Release. By signing this agreement, you release us from
 all obligations, liability, claims or demands that exceed the limitations
 specified in this section.


	
 

	
 


	
8.

	
Term and termination.


	
 

	
 

	
 


	
a.

	
Initial term and extension. The term of this agreement is two years from
 the effective date, unless terminated earlier. Any enrollments under this
 agreement terminate with this agreement. We will provide you with 60 days
 prior written notice of expiration of the initial term. You may have the
 option to extend this agreement or any enrollments under it for one term of
 12 calendar months provided (i) there are no changes to the price of our
 licensed products or (ii) there is no change to this ISV program. Each
 enrollment must be individually extended separately from the agreement.


	
 

	
 


	
b.

	
Early termination. You may voluntarily terminate this agreement or
 any enrollments. Both parties may terminate this agreement or any enrollments


	
 

	
 


	
 

	
Ÿ

	
to protect their intellectual property rights


	
 

	
 

	
 


	
 

	
Ÿ

	
if the other party breaches any terms of the agreement,


	
 

	
 

	
 


	
 

	
Ÿ

	
as expressed elsewhere in this agreement, or


	
 

	
 

	
 


	
 

	
Ÿ

	
if required by a valid judicial or governmental order.


	
 

	
 

	
 


	
 

	
A party terminating this agreement must give the other party 30
 calendar days written notice. The other party must be given an opportunity to
 cure before a termination for breach will become effective. The following
 terminations are effective upon notice (or as soon as permitted by applicable
 law):


	
 

	
 


	
 

	
Ÿ

	
the breach is not curable within 30 days; or


	
 

	
 

	
 


	
 

	
Ÿ

	
if the other party becomes


	
 

	
 

	
 


	
 

	
 

	
i.

	
insolvent,


	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
voluntarily or involuntarily enters bankruptcy, reorganization,
 composition or other similar proceedings under applicable laws;


	
 

	
 

	
 

	
 


	
 

	
 

	
iii.

	
admits in writing its inability to pay debts, or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
iv.

	
makes or attempts to make an assignment for the benefit of creditors.


	
 

	
 

	
 

	
 


	
 

	
When this agreement terminates, you must immediately stop exercising
 any rights granted under this agreement and any enrollments, except as
 specified in section 2 (h). You also must immediately pay us any amounts due
 to us. If an enrollment terminates, you may continue to exercise the rights
 permitted under this agreement. However, you must immediately stop exercising
 any rights granted under the terminated enrollment. You must also immediately
 pay us any amounts due under the terminated enrollment. When an affiliate
 ceases to be your affiliate, you must immediately notify us of the change in
 status and the affiliate must immediately stop exercising any rights
 permitted by this agreement. If the affiliate is an enrolled affiliate, all
 enrollments they entered into will terminate immediately.


	
 

	
 

	
 


	
c.

	
Effect on previously licensed
 end users.
 End users who have previously received licensed products prior to the
 expiration or termination of this agreement will continue to enjoy the rights
 they have received.







	
 

	
 

	
 


	
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d.

	
Survival. Sections of this agreement that, by their
 terms, require performance after the termination or expiration of this
 agreement will survive, including sections 5, 6, 7, 8, 9, 10, 11 and 12.


	
 

	
 


	
9.

	
Verifying compliance.
 You must keep thorough records relating to any rights you exercise under this
 agreement. We may review the records, at our expense, from the effective date
 and up to two years after the agreement expires. We may use an independent
 accountant from a nationally recognized firm to perform our review. Any
 review will be conducted during normal business hours and in a way that
 interferes with your operations as little as possible. You will immediately
 correct any deficiencies in reporting or payment we find during our review.
 If we find a reporting or payment shortage of 5% or more, you will reimburse
 us for the expenses we incurred conducting the review. In addition, you will
 pay 125% of the per unit royalty price for each licensed product that was not
 paid for. Unless we find a reporting or payment shortage of 5% or greater, we
 may conduct a review only once every 12 months. We may use the records only to verify your compliance with the
 agreement and for no other purpose. Exercising our rights under
 this section will not waive any other rights we have to enforce this
 agreement or protect our intellectual property rights.


	
 


	
10.  

	
Intellectual property.


	
 

	
 

	
 


	
a.

	
Notices. You must not remove any copyright, trademark or patent
notices contained in or on a licensed product. You must include our copyright
notice on any labels or documentation (including online documentation) for
your products that include the licensed products. You have 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, you must use the appropriate trademark, licensed product descriptor
and trademark symbol (either “TM” or “®”), and clearly indicate our (or our
suppliers’) ownership of trademark(s). For information on Microsoft
trademarks, including a listing of current trademarks, see http://www.microsoft.com/trademarks/t-mark/names.htm/.
You must not undertake any action that will interfere with or diminish our
(or our suppliers’) right, title and/or interest in our or suppliers’
trademark(s) or trade name(s). At our request, you must provide us with
samples of all of your 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 our marks. You may not package or promote he
unified solution in a manner that imitates any portion of the licensed
product’s packaging or trade dress without our written approval.  


	
 

	
 


	
b.

	
Anti-piracy. You must not engage in the manufacture, use
 distribution or transfer of counterfeit, pirated or illegal software. You may
 not distribute or transfer licensed products to any party that you know is
 engaged in these activities. You must report to us any suspected
 counterfeiting, piracy or other intellectual property infringement in computer
 programs, manuals, marketing materials or other materials owned by us, our
 affiliates and/or our licensors as soon as you become aware of it. You will
 cooperate with us in the investigation of any party suspected of these
 activities.


	
 

	
 


	
11.

	
Compliance with laws.


	
 

	
 

	
 


	
a.

	
Export restrictions. The software is subject to U.S. export laws and
regulations. You must comply with all domestic and international export laws
and regulations that apply to the licensed products. These laws include
restrictions on destinations, end users and end use. For additional
information, see http://www.microsoft.com/exporting/. You represent that
neither you nor any third party you give rights to under this agreement has
had export privileges suspended, revoked or denied by a U.S. government
agency. 


	
 

	
 


	
b.

	
Government approvals. You must exercise your rights under this
 agreement with all necessary government approvals. You also must comply with
 all applicable laws and regulations. You may not import, distribute or
 license any of the licensed products in any country or territory where it is
 illegal to do so.







	
 

	
 

	
 


	
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c.

	
Taxes.


	
 

	
 


	
 

	
Ÿ

	
Liability for taxes. We are not liable for any of the taxes you must
 pay by law. You are responsible for and must pay all taxes due to your use,
 purchase or distribution of the licensed products. You must indemnify, defend
 and hold us harmless from any taxes (including sales or use taxes you pay
 us), claims, and costs (including, legal fees).


	
 

	
 

	
 


	
 

	
Ÿ

	
Billing and collection. The amount(s) to be paid by you for the
 licensed products will not include any foreign, U.S., state, local, city, or
 other government taxes, duties, levies, fees, excises or tariffs, for royalty
 payments. However, you must pay any value added, sales or use taxes or like
 taxes you may owe and which may be collected by us under tax laws. We will
 not collect taxes if you provide us with documentation of your valid tax
 exempt status.


	
 

	
 

	
 


	
 

	
Ÿ

	
Withholding by foreign tax
 authorities.
 If foreign tax authorities determine any taxes must be withheld from your
 payments to us, you may deduct such taxes from the amount you owe us and pay
 them to the taxing authority. But you must promptly secure and deliver a
 valid receipt to us for any such taxes withheld or other documents we need to
 claim a U.S. Foreign Tax Credit. You must make certain that any taxes
 withheld are minimized to the extent possible under applicable law.


	
 

	
 

	
 


	
 

	
Ÿ

	
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.


	
 

	
 

	
 


	
12.

	
General.


	
 

	
 


	
a.

	
Entire agreement. This agreement supersedes any prior or
 concurrent communications about its terms and conditions. The end user
 license agreement that accompanies the licensed products is superseded by the
 terms of this agreement. Any general terms and conditions you have in a
 purchase order or other documents do not apply. This agreement can be changed
 only by an amendment signed by both parties or as explained in this agreement.


	
 

	
 


	
b.

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








	
 

	
 

	
 


	
Notices
 to Microsoft should be

 sent to:

	
Copies
 should 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. You may assign or transfer this agreement (or
 your rights or obligations under it) only with our prior written consent or
 as explained in this agreement. This requirement applies to assignments or
 transfers that result by operation of law in addition to voluntary transfers.
 We may deny any assignments or transfers if we have a legitimate business
 reason for doing so. We may transfer our rights and obligations under this
 agreement to one of our affiliates without your consent. Any assignment or
 transfer that violates this section is void.


	
 

	
 


	
d.

	
Dispute resolution. If we bring an action to enforce this agreement
 (including any other agreement incorporating these terms), we will bring it
 in the jurisdiction where the party that signed this agreement has its
 headquarters. If you bring an action to enforce this agreement entered into
 with any affiliate of ours located outside of Europe, you will bring it in
 the State of Washington, USA. If you bring an action to enforce this
 agreement entered into with any affiliate of ours located in Europe, you 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.






	
 

	
 

	
 


	
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e.

	
Applicable law. The terms of any license agreement entered into
 with any affiliate of ours located outside of Europe will be governed by and
 construed in accordance with the laws of the State of Washington and federal
 laws of the United States. The terms of any license agreement entered into
 with any affiliate of ours located in Europe 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 or other
 agreement incorporating these terms entered into with any affiliate of ours
 under this agreement.


	
 

	
 


	
f.

	
Confidentiality. Confidential information includes any
 non-public information


	
 

	
 


	
 

	
Ÿ

	
that either party designates in writing as proprietary or
 confidential,


	
 

	
 

	
 


	
 

	
Ÿ

	
that under the circumstances of its disclosure ought to be treated as
 proprietary or confidential,


	
 

	
 

	
 


	
 

	
Ÿ

	
about either party’s products, marketing and promotions, or


	
 

	
 

	
 


	
 

	
Ÿ

	
about the terms of our agreements and any related negotiations.


	
 

	
 

	
 


	
 

	
Neither party will disclose or make use of the other’s confidential
 information without written approval. Either party may use the other’s
 confidential information to further this business relationship or to exercise
 their rights under the agreement. Either party may disclose the other’s
 confidential information to any third party who:


	
 

	
 


	
 

	
Ÿ

	
has a need to know such information in order to assist in carrying
 out this agreement; and


	
 

	
 

	
 


	
 

	
Ÿ

	
agrees to be bound by the terms of this section.


	
 

	
 

	
 


	
 

	
A party may disclose the other’s confidential information if required
 by law. The owner must be given enough notice prior to disclosure to allow
 enough time to meaningfully contest the order.


	
 

	
 


	
g.

	
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.


	
 

	
 


	
h.

	
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.


	
 

	
 


	
i.

	
Waiver. Any waiver of rights under this agreement must
 be made in writing by the waiving party. Any waiver of a specific right will
 not act as a general waiver of rights under this agreement.


	
 

	
 


	
j.

	
Dispute resolution. If we bring an action to enforce this
 agreement, we will bring it in the jurisdiction where your contracting
 affiliate has its headquarters. If you bring an action to enforce an
 agreement entered into with any affiliate of ours located outside of Europe,
 you will bring it in the State of Washington. If you bring an action to
 enforce an agreement entered into with any affiliate of ours located in
 Europe, you will bring it in 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.






	
 

	
 

	
 


	
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