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Miscellaneous Provisions and General Terms
This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may esaign this Agreement without written consent of the other, except to a related:entity or the successor of all or substantially, all of the assignor's business or assets to which this Agreement relates. There: gre. no: third-party beneficiaries to this Agreement This Agreement does not create any. joint venture, partnership. agency, or employment relationship between the parties; although. NetSuite reserves the right to nama Customer as a usar of the Service. This Agreement, Including all exhibita and/or Estimate/Order Formis, shall constitute the entire understanding: between Customer and NatSuite and Is intended to be the final and entire expression of their agreement The parties expressly disclaim any relance on any and all prior discussions; emails, RFP's endfor. agreements between the parties. There are no other vaibal agreements; representations; warranties undertakings or other agreements between the parties. Under no circumstances will the terms, conditions or provisions of any purchase order, Invoice or other administrative document issued by: Customer in connection to this Agreement bei deemed to modify, alter or expand the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of NetSuite to object to such tarna, provisions; or conditions, The Agreement shall not be modified; or amended, except as expressly set forth herein; or in writing and sighed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted, or by a property executed Estimata/Order Form, Notwithstanding: the above, after excicution of this Agreement and during the electronic provisioning of Customer's account, Customer will be presented with the requirement to "agree" to a click through .agreement pertaining to "Terms of Service for NetSuite Applications" before - Customer's account can be successfully provisioned. NetSulte hereby expressly agrees that upon axecution of this Agreement such "Terms of .NetSulta' Subscription Services Agreement (August 2011) Pago T.of :12 NotSulte Confidential Information NetSulte Subscription Services Agreement Service for NetSuite: Applications" shall be considered null and void and shall not apply in any manner to thle Agreement. Customer acknowledges that other click through agreements found at www netsuite com/termsofservice (or other similar sites) shall apply in the event that such optional services are subsequently ordered or activated by Customer. This Agreement shall: be governed. in accordance with the laws of the Stata of Califomia and. any controlling U.S. federal law and excluding the Uniform Computer Information Transactions Act (UCITA). Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement (or the Service) shall be subject to the exclusive jurisdiction of the state and federal courts. located in California. In the avent of any Iltigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretations, its performance; or the: like, the prevailing, party shall be awarded reasonable attomeys' fees and/or costs .. Customer shat compensate -NetSulte (Including-reimbursement of costs) for responding to any request from a third party for records relating to Customer or a User's use of the Service. . Such requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the User permitting the disclosure. If any provision is held by a court of competent jurisdiction to be: contrary to law, such provision shall be eliminated or limited to the minimum extent necessary so that this Agreement shall otherwise remain In full force and effect A waiver of any breach under this Agreement should not constitute a waiver of any other bresch or future breach. Neither party shall be liable for any loss or delay (including failure to ineet the service level commitment) resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage (other than those involving NetSuite employees), intemet service provider failures or delays, civil unrest, war or military hostilitea, criminal acts of third parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from'any force majeure.event: Sections. 4.2, 4,3, 4,4, 5, 7:4,8, 9.3, 10, 11, 12, 13 and 14 shall survive the termination of expiration of this Agreement. This Agreement may be executed In counterparts.and/or by facsimile or electronic signature and if so executed shall be equally binding as an original copy of this Agreement executed in Ink by both parties.
326
Contractual Definitions and Interpretations
"Affiliates" means any entity :which directly or Indirectly, through one or more intermediaries, controts, or is controlled by, or Is under common control with Customer, by way of majority voting stock ownership of the abilly to otherwise direct or cause the direction of the management and policies of Customer. "Customer Data" means all electronic data or information submitted to the Service by Customer or its Affiliates. "Electronic Communications" means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the Service. "Estimate/Order Form" means a Netsulte estimate, renewal notification or order toim In the name of and executed by Customer or its Affiliata and accepted by NetSuite which specifies the Service and implementation services to be provided by NetSuite subject to the terms of this Agreement "Knowledge Bass" means the online application known: aa: 'Knowledge Base" which Is designed to present. information that addresses more sophisticated questions that often apply to more specific circumstances. It-currently contains more than 2,000 solutions that are available 24 hours a day/7 days a week. "Servica" means, collectively, NetSuite's online business application sulte (the "NetSuite Service") and modules and/or OpenAir's online Professional Services Automation, software (the. "OpenAir Service") as described in tha applicable User Guides that is purchased by Customer from NatSuite in the Estimate/Order Form and any' subsequent Estimate/Order Form from time to time, including associated offline components, but excluding Third Party Applications and Implementation services. ."SulteApp.com" means the NetSuite online directory of applications that interoperate with the Service, located at. hoo:/w.netsuite com/suiteepo or at any successor websites. "Third Party. Applications" means online, Web-based applications and offilne software products that are provided by third parties and interoperate with the Service, including but not limited to those listed on SuiteApp.com. "User" means individuals who are authorized by Customer to use the Service, for whom subscriptions toje Service have been purchased, and who have been supplied user Identifications and passwords by Customer (or by NetSulta at, Customer's: request). Users may include but are not limited to Customer's and Customer's Affiliates' employees, consultants, contractors and agents. "User Guides" mean the online user guides for the Service, accessible via login at http:/w.netsuite.com (under "Help"), as updated from time to time. Customer acknowledges: that it has had the opportunity to review the User Guide through a tise trial account made avalable by NetSuite. "URL Tarme" means the terms with which Customer must comply, which are located at & URL and referenced in this Agreement. NetSuite Subscription Services Agreement (August 2011) - Page.8 of 12 NetSuite Confidential Information. NetSuite Subscription Services Agreement THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS, AND: THE PERSON SIGNING ON BEHALF OF EACH HAS BEEN AUTHORIZED TO DO SO. IF THE PERSON SIGNING BELOW AS CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH PERSON REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO SIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. CUSTOMER NETSUITE INC. By By: Print Name: Rule Gunderson Print Name: Title: Chief Operating Officer -GRC Title: Company: Thomson Reuters Company: Date: 11-30-11 Date: "This Agreement-may be signed electronically. in which case signatures may appoer above or on the last page.
327
Scope and Deliverables
Subject to the terms and conditions of the Agreement and this Addendum, NetSulte will provide Customar with Professional Services as set forth in the applicable statements of work mutually executed by. NetSuite and Customer (each; a "Statement of Work" or "SOW"); NetSuite and Customer shall, from time to time, execute Statements of Work that specify the professional services to: be provided to Customer hereunder. (the "Professional Services"). Each Statement of Work will include, at a minimum: (I)'s description of the Professional Services and any work product or other deliverables and/or training materials to be developed and/or provided to Customer (each, a "Deliverable"); (II).the scope of Professional Services; and (iii) the applicable fees and payment terms for such Professional Services, if not elsewhere specified: All Statements of Work shall be deemed part of and subject to this Addendum.
329
Scope and Deliverables
NetSuite shall owni all rights, title and Interest in arid to the Deliverables (excluding any Customer, Property); and related Intellectual property rights, Subject to terms and conditions of the Agreement and this. Addendum, and during the Term, NetSulte hereby provides Customer with: a limited, non-exclusive, non transferable (except in connection with: an assignment under the General Provisions section: of the Agreement applicable to assignment) and terminabile Ilcenae to use the Deliverables solely for Customer's internal operations in connection with Its authorized use of the applicable Service .. 3.2 Tools. Notwithstanding any other provision of this Addendum: (1) noting herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (Tools") used by NatSuite to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to Customer, on the same terms as the Deliverables, and (il) the term "Deliverables" shak.not Include the Tools,: 3.3 Cuntomar Property. Customer shall own all rights, 'Gtle and Interest in and to any Customer Property. "Customer Property" means any technology, Customer-specific business processes, or deliverables, specifically as such materials.are designated as customer-owned property in a Statement of Work. NetSuite shall have the right to use any such Customer Property solely for the purpose of providing the Professional Services to Customer hereunder.
331
Termination and Renewal
This Addendum shall be effective as of the Effective Date of the Agreement and shal continue in effect during the Tann of the Agreement. Each SOW ehall commence on the date it is last algned, and shall: mipire upon completion of the project set forth In the applicable SOW, or as otherwise set forth in the applicable SOW. Sections 4.2 and 5 through 11 shall survive termination of this Addendum.
334
Miscellaneous Provisions and General Terms
Provided that: NetSulte does not use any Customer Property except as permitted herein, nothing In this Addendum shall be construed as precluding or limiting. in: any way the right of NetSuite to provide consulting. development, or other services of any kind to. any Individual or entity (including without limitation performing services of developing materials which are similar to and/or competitive with the Professional Services and/or Deliverables hareunder).
336
Miscellaneous Provisions and General Terms
The parties acknowledge the following Supplemental Programs are required to run the Software provided under this Agreement: Product Name Version # Oracle Linux 5 or 6 Notwithstanding anything to the contrary in this Agreement, Oracle Linux is licensed to Company under separate terms and conditions. The Terms for Oracle Linux in
350
Contractual Definitions and Interpretations
This agreement is valid for the order which this agreement accompanies.
352
Miscellaneous Provisions and General Terms
You may order trial programs, or Oracle may include additional programs with your order which you may use for trial, non-production purposes only. You may not use the trial programs to provide or allend third party training on the content and/or functionality of the programs. You have 30 days from the delivery dalo to evaluate these programs. If you decide to use any of these programs after the 30 day trial period, you muel obtain a license for such programs from Oracle or an authorized distributor. Il you decide not to obtain a license for any program after the 30 day trial period, you will cease using and will delete any such programs from your computer systems. Programs Ilcensed for trial purposes are provided "as is" and Oracle does not provide technical support or offer any warranties for these programs.
356
Technical Support and Services
For purposes of the ordering document, technical support consists of annual technical support services you may have ordered for the supportable programs. The term "supportable programs" relers lo Ihose programs for which Oracle offers annual technical support services, Including third party programs specifically designated on the order as supportable programs. It ordered, annual technical support (including first year and all subsequent years) is provided under Oracle's technical support policies in effect at the time the services are provided. The technical support policies, incorporated in this agreement, are subject to change at Oracle's discretion; however, Oracle will not materially reduce the level of services provided for supported programs during the period for which fees for technical support have been paid. You should review the pollcles prior to entering into the ordering document for the applicable services. You may access the current version of the technical support policies at httpuloracle.com/contacts .. Technical support is effective upon the effective date of the ordering document unless otherwise stated in your order. If your order was placed through the Oracle Store, the effective date Is the date your order was accepted by Oracle. Software Update License & Support (or any successor technical support offering to Software Update License & Support, "SULS') acquired with your order may be renewed annually and, If you renew SULS for the same number of licenses ko the same programs, for the first and second renewal years the fee for SULS, will not increase by more than 4% over the prior year's fees. There is no cap on fee increases for SULS for third party programe; unless otherwise provided in your order, the SULS fee lor third party programs that are idenillied as supportable programs licensed pursuant to an ordering document will equal the fee in effect at the time SULS is renewed. If your order is fullled by a member of Oracle's partner program, the fee for SULS for the first renewal year will be the price quoted to you by your partner; the fee for SULS for the second renewal year will not Increase by more than 4% over the prior year's lees. There Is no cap on fee Increases for SULS for Third party programs: unless otherwise provided in your order, the SULS lee for Third party programs that are identified as supportable programs Licensed pursuant to an ordering document will equal the fes in effect at the time SULS Is renewed. If you decide lo purchase technical support for any ilcense within a license sel, you are required to purchase technical support at the same lavel for all licenses within that license set. You may desupport a subset of licenses in a license set only if you agree to terminate that subset of Ilcenaes. The technical support fees for the remaining licenses wlil be priced in accordance with the technical support policies in effect at the time of termination. Oracle's license sei definition is available in the current technical support policies. Il you decide not to purchase technical support, you may not update any unsupported program licenses with new versions of the program,
358
Termination and Renewal
If either of us breaches a malerial term of this agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is In default and the non-breaching party may laminate this agreement. Il Oracle ends this agreement as specified in the preceding sentence, you must pay within 30 days ali amounts which have accrued prior to such end, as well as all sums remaining unpaid for programs ordered and/or services received under this agreement plus related taxes and expenses. It Oracle ends the license for a program under the indemnification section, you must pay within 30 days all amounts for such license which have accrued prior to such end, as wol as all sums remaining unpaid for services related thereto received under this agreement plus related taxes and expenses, Except for nonpayment of fees, the non-breaching party may agree In Its sole discretion to extend the 30 day perlod for so long as the breaching party continues. reasonable offorts to cure the breach. You agree that if you are In default under this agreement, you may not use those programs and/or services ordered. You further agree that if you have used an Oracle Financing Division contract to pay for the fees due under an order and you are in default under that contract; you may not use the programs and/or services that are subject to such contract. Provisions that survive termination or expiration are those relating to limitation of lability, Infringement indemnity, payment, and others which by their nature are intended to survive.
359
Fees, Expenses, and Invoicing
Al fees payable to Oracle are due within 30 days from the invoice date. You agree to pay any sales, value-added or other simliar taxes imposed by applicable law that Oracle must pay based on the programs and/or services you ordered, except for taxes based on Oracle's income. Also, you will reimburse Oracle for reasonable expenses related to providing the services. Fees for services listed in an ordering document are exclusive of taxes and expenses. You agree that you have not relled on the future availability of any programs or updates in entering Into the payment obligations in your ordering document; however, (a) if you order SULS for programa, the preceding sentence does not relieve Oracle ol its obligation to provide updates under your ordering document, if-and-when available, in accordance with Oracle's then current technical support polloles, and (b) the preceding sentence does not change the rights granted to you for any program licensed undor your ordering document, par the terms of your ordering document end this agreement, 2482315 - 1.Marilyn.Baxter Issued by Oracle Corporation UX Limited 20-DEC-2007 Paga 8 of 16
360
Agreements and Modifications
You agree that this agreement and the Information which is Incorporated Into this agreement by written reference (Including reference to Information contained in a URL or referenced policy), together with the applicable ordering document, are the complete agreement for the programs and/or services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements of representations, written or oral, regarding such programs and/or services. If any term ol this agreement Is found to be Invalid or unenforceable, the remaining provisions will remain effective and such tern shall be replaced with a term consistent with the purpose and Intent of this agreement. It is expressly agreed that the terms of this agreement and any Oracle ordering document shall supersede the terms in any purchase order or other non-Oracle ordering document and no tarms included In any such purchase order or other non-Orade ordering document shall apply to the programs and/or services ordered. This agreement and ordering documents may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Oracle Store by authorized representelives of you and ol Oracle. Any notice required under this agreement shall be provided to the other party in writing.
362
Miscellaneous Provisions and General Terms
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs, You agree That such export control laws govern your use of tha programs (Including technical data) and any services deliverables provided under this agreement, and you agree to comply with all such export laws and regulations (Including "deemed export" and "deemed re-export" regulations. You agree that no dala, informalion, program and/or materials resulting from services (or direct product thereof) will be exported, directly or Indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. 2482315 . 1.Marilyn. Baxior Issued by Oracle Corporation UK Limitod 20-DEC-2007 Page 9 of 16
364
Miscellaneous Provisions and General Terms
This agreement is governed by English Law and both you and Oracle agree to submit to the exclusive jurisdiction of the courte of England and Wales, in any dispute arising out of or relating lo this agreement. 2, If you have a dispute with Oracle or if you wish to provide a notice under the indemnification section of this agreement, or It you become subject to Insolvency or other similar legal proceedings, you will promptly send written notice to: Orade Corporation UK Limited, Oracle Parkway, Thames Valley Park, Reading, BerkshireRG6 1RA, marked for the attention of the Director of Legal Services, Legal Department. 3. You may not assign this agreement or give or transfer the programs and/or any services or an interest in them to another individual or entity. If you grant a security Interest in the programs and/or any services deliverables, the secured party has no right to use or transter the programs and/or any services deliverables, and if you decide to finance your acquisition of the programs and/or any services, you will follow Oracle's policies regarding financing which are at http:/oracle.com/contracts. 4. Excepl for actions for nonpayment or breach of Oracle's proprietary rights, no action, regardless of form, arising out of or relating to this agreement may be brought by either party more than two years after the cause of action has accrued. 5. Upon 45 days written notice, Oracle may audit your use of the programs. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to Information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the programs In excess of your license rights. If you do not pay, Oracle can end your technical support, licenses and/or this agreement. You agree that Oracle shall not be responsible for any of your costs incurred In cooperaling with the audit.
365
Miscellaneous Provisions and General Terms
Neither of us shall be responsible for failure or delay of performance il caused by: an act of war, hostility, or sabotage; act of God; electrical, Internel, or telecommunication outage thal is not caused by the obligated party: government restrictions (including the dental or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure avent. Il such event continues for more than 90 days, either of us mey cancel unperformed services upon written notice. This section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for programs delivered or services provided. 2482315 - 1.Martlyn.Baxter Issued by Oracle Corporation UK Limited 20-DEC-2007 Page 10 ol 16
366
Contractual Definitions and Interpretations
Adapter: Is defined as each software code Interface, installed on each Oracle Intemet Application Server Enterprise Edition, which facilitates communication of information between each version of a third party software application or system and Oracle programs. Collaboration Program Usar: is defined as an individual authorized by you to use the programs which are Installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given lime. For the purposes of counting and licensing the number of Real Time Collaboration users, a Collaboration Program User within your company is dellned as a usar able to initiate, or host, a web conference and also participate in a web conference: uli participants in the web conference external to your company and attending a web conference are not required to be licensed. Computer: Is defined as the computer on which the programs are Installed. A Computer license allows you to use the licensod program on a single speckled computer, Connector: Is defined as each connector connecting the software product with an external product .. A unique connector is required for each distinct product that the sollware product is required to interface, Customer: is defined as the customer entity specifled on the ordering document. The programs may not be used or accessed tor the business operations of any third party, including but not limited to your customers, partners, or your affiliates. There is no limitation on the number of computers on which such programs may be copied, Installed and used. Developer User: Is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether the Individual is actively using the programs at any given time. Developer Users may create, modify, view and Interact with the programs and documentation. Employee User: la dallned as an Individual authorized by you to use the programs which are Installed on a single server or multiple servers, regardless of whether or not the individual is actively using the programs at any given time. Hosted Named User: is defined as an individual authorized by you to access the hosted service, regardless of whether the Individual is actively accessing the hosted service at any given time. IVA Port: is defined as a single caller that can be processed via the Interactive Voice Response (IVA) system. You must purchase licenses for the number of IVA Ports that represent the maximum number of concurrent callers that can be processed by the IVA system. Learning Credits: may be used to acquire education products and services offered in the Oracle Universily online catalogue posted at http:/www.pracie.com/education under the terms specified thereln. Leaming credits may only be used to acquire products and services at the list price in effect at the time you order the relevant product or service, and may not be Used for any product of service that is subject to a discount or a promotion when you order the relevant product or service. The list price will be reduced by applying the discount specified in your order. Notwithstanding anything to the contrary in the previous three sentences, learning credits may also be used to pay taxes, matedals and/or expenses related to your order; however, the discount specified above will not be applied to auch taxes, materials and/or oxpenses. Learning credits are valid for a period of 12 months from the date your order is accepted by Oracle, and you must acquire products and must use any acquired services prior to the end of such period. You may only use learning credits in the country In which you acquired them, may not use them as a payment method for additional learning credits, and may not use different learning credits accounta to acquire a single product or service or to pay related taxes, materials and/or expenses. Learning credits are non-transferable and non-assignable. You may be required to execute standard Oracle ordering materials when using leaming credits to order products or services. Monitored User: is defined as an individual who is monitored by an Analytics program which Is installed on a single server or multiple servers, regardless of whether the individual Is actively being monitored at any given Uma. Individual users who are licensed lor an Analytics program by sither Named User Plus or Application User may not be licensed by Monitored Usor. For the purposes of the Usage Accelerator Analytics program, every user of your licensed CRM Sales application program must be licensed. For the purposes of the Human Resources Compensation Analytics program, all of your employees must be licensed, Named User Plus: is defined as an individual authorized by you to use the programs which are Installed on a single server or multiple servers. regardless of whether the individual le actively using the programs at any given lime. A non human operated devios will be counted as a named user plus in addition to all individuals authorized to use the programs, il such devices can access the programs. If multiplexing hardware of software (e.g., a TP monitor or a web server product) is used, this number must be measured at the multiplexing front end. Automated balching of data from computer to computer is permitted. You are responsible for ensuring that the named user plus per processor minimums are maintained for the programs contained In the user minimum table In the licensing rules section; the minimums lable provides for the minimum number of named users plus required and all actual users must be licensed. For the purposes of the following programs: Configuration Management Pack for Non-Oracle Systems. System Monitoring Plug-in for Hosts, System Monitoring Plug-in for Non Oracle Databases, System Monitoring Plug-in for Non Oracle Middleware and Provisioning Pack, only the users of the third party program that is being managed/monitored are counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Application Management Pack for Oracle E-Business Suite, Application Management Pack for Siebel, and Application Management Pack for PeopleSolt Enterprise, all users of the middleware and/or database software thal suppon the respective application program are counted for the purpose of determining the number of licenses required. Network Davics: is defined as the hardware and/or software whose primary purpose is to route and control communications between computers or computer networks. Examples of network devices include but are not limited to, routers, firewalls and network load balancers. 2482315 - 1.Marilyn.Bextor issued by Oracle Corporation UK Limited 20-DEC-2007 Page 11 ol 16 Non Employee User - External: is defined as an individual, who is not your employee, contractor or outsourcer, authorized by you to use the programs which are installed on a single server of multiple servers, regardless of whether or not the individual Is actively using the programs at any given time. Oracie Finance Division Conirect: Is a contract between you and Oracle (or one of Oracle's afflifates) that provides for payments over time of some or all of the sume due under your order. Oracle University Knowledge Centar Survice: is defined as a web based learning environment hosted by Oracle that provides on demand access to either an individual Oracle University training course ("Online Course") or to all of the Orade University training courses available on the Knowledge Center website ('Passport"). The Oracle University Knowledge Center service is available at http:/www.oracle.com/education/oukr/, and is made avaliable lo you subject to the terms of this agreement anxi Oracle University's Online Hosting Access Policies, which are located at http:/www.oracle.com/education/oukchosting policies.html and may be updated by Oracle from time to time without notice to you. Online Courses are made available on a named user basis, and the Passport is made available on a membership basis. In the event that any Oracle programs are made available for download as part of the service, then use of such programs is subject to the terms of this agreement. If you acquire the Oracle University Knowledge Center service, the term shall be one year from the effective date of your order. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, ORACLE DOES NOT WARRANT THAT THE ORACLE UNIVERSITY KNOWLEDGE CENTER SERVICE WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE, Physical Server: is delined as each physical server on which the programs are installed. Processor: shall be defined as all processors where the Oracle programs are installed and/or running. Programs licensed on processor buals may be accessed by your Internal users (including agents and contractors) and by your third party usws. For the purposes of counting the number of processors which require floensing for a Sun UltraSPARC T1 processor with 4, 6 or B cores at 1.0 gigahertz or 8 cores at 1.2 gigahertz for only those servers specified on the Sun Server Table which can be accessed at http:/oracle.com/contracta, "n" cores shall be determined by multiplying the total number of cores by a core processor licensing factor of .25. For the purposes of counting the number of processors which require licensing for AND and intel multicore chips, "n" cores shall be determined by multiplying the total number of cores by a core processor licensing tector of .50, For the purposes of counting the number of processors which require licensing for all hardware platforms not otherwise specified in this section, a multicore chip with "n" corts shall be determined by multiplying "n" cores by a core processor licensing factor of .75. All cores on all multicore chips for each licensed program for each core processor licensing factor listed above are to be aggregated before multiplying by the appropriate core processor licensing factor and all fractions of a number are to be rounded up to the next whole number. When licensing Cracia programa with Standard Edition One or Standard Edition in the product name, a processor is counted equivalent to an occupied socket. For example, a Sun UltraSPARC T1 based server Installed and/or running the program (other than Standard Edition One programs or Standard Edition programu) on 6 cores would require 2 processor licenses (@ multiplied by a core processor licensing factor of .25 aquels 1,50 which Is then rounded up to the next whole number which is 2]. An Intel or AMD based sarver installed and/or running the program (other than Standard Edition Dne programs or Standard Edition programs) on 7 cores would require 4 processor licenses (7 multiplied by a core processor licensing factor of .50 equals 3.50 which Is then rounded up to the next whole number which la 4). Two multicore servers, for hardware platforma not specilled above, Installed and/or running the program on 10 cores would require # processor licenses (10 multiplied by a core processor licensing factor of .75 equals 7.50 which Is then rounded up to the next whole number which le 8). For the purposes of the following programs: Configuration Management Pack for Non- Oracle Systema, System Monitoring Plug-in for Hosts, System Monitoring Plug-In for Non Oracle Databases, System Monitoring Plug-in for Non Oracle Middleware and Provisioning Pack, only the processors on which the third party program that is being managed/monitored are running are counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Application Management Pack for Oracle E-Business Suite, Application Management Pack for Siebel, and Application Management Pack for PeopleSoft Enterprise, all processora on which the middleware and/or database software that support the respective application program are running are counted for the purpose of determining the number of licenses required, For the Healthcare Transaction Base program, only the processors on which Internet Application Server Enterprise Edition and this program are Installed and/or running are counted for the purpose of determining the number of Ilcenses required. For the ISupport. iStore and Configurator programs, only the processors on which Internet Application Server (Standard Edition and/or Enterprise Edition) and the licensed program are running are counted for the purpose of determining the number of licenses required for the Heansed program; under these licenses you may ulso Install and/or run the lloensed program on the processore where a licensed Oracle Database (Standard Edition and/or Enterprise Edition) Is installed and/or running. For the purposes of the following program: Data Integrator . Target Database, asch processor on which the data warehouse, data mart or target database is running are counted for the purpose of determining the number of Target Database licenses required. For the purposes of the following program: Data Integrator - Source Database, each processor on which the source database is running are counted for the purpose of determining the number of Source Database licenses required. For the purposes of the following program: Audit Vault Collection Agent, only the processors of the database sources from which audit data is collected are counted for the purpose of determining the number of licenses required, · Program Documentation: is defined as the Program user manual and Program Installation manuals. 1000 Records: Is defined as 1000 cleansed recorda fi.e., rows) that are output from a production dala flow of the Data Quality for Data 2482315 - 1.MarliynBaxter issued by Oracle Corporation UK Limilad 20-DEC-2007 Page 12 of 18 Integrafor program. Rufe Set: Is defined as a data rules file containing content for a given country In order to perform data quality Junctions optimized lor that country. Tape Drive: is defined as mechanical devices used to sequentially write, read and restore data from magnatlo tape media. Typically used, but not limited to, data protection and archival purposes, tape drives are deployed ullher as a standalone unit(s) or housod within a robotic tape library. Examples of tape drive Include but are not limited to, Linear Tape Open (LTQ), Digital Linear Tape (OLT), Advanced intelligent Type (AIT), Quarter-Inch Cartridge (QIC), Digital Audio Tape (DAT), and 8mm Helloal Scan. Technical Reference Manuals ('TAMe"): are Oracle's confidential information. You shall use the TRIMs solely for your internal data processing operations for purposes of; (a) implementing applications programs, (b) interlacing other software and hardware systems to the applications programs and (c) buliding extensions to applications programs. You shall not disclose, use or permit the disclosure or use by others of the TRMa for any other purpose. You shall not use the TRMs to create software that performs the same or simliar functions as any of Oracle products. You agree: (a) to exercise elther at least the same degree of care la saleguard the confidentiality of the TRMs as you exercise to safeguard the confidentiality of your own most Important confidential information or a reasonable degree of care, whichever is greater, (b) to maintain agreements with your employees and agents that protect the confidentiality and proprietary rights of the confidential Information of third parties such as Oracle and Instruct your employees and agents of these requirements for the TRMs: (c) restrict disclosure of the TRMs to those of your employees and agents who have a 'need to know" consistent with the purposes for which such TRMs were disclosed: (d) maintain the TRMs at all limas on your premises; and (e) not to remove or destroy any proprietary or confidential legends or merkings placed upon the TRMs. Oracle shall retain all title, copyright and other proprietary rights in the TRMa, TRMs are provided to you 'as-is' without any warranty of any kind. Upon termination, you shall cease using, and shall retum or destroy, all copies of the applicable TRMs. Tarabyte: Is defined as a terabyte of computer storage space used by a storage fler equal to one trillion bytes. Transaction: is defined as each set of interactions that is initiated by an application user recorded by Oracle Enterprise Manager to capture availability and performance metrics used in calculating service levels. For example, the following set of interactions would represent one transaction; login, search customer, log out. Warehouse Builder Connector: is defined as a software product that connects an Oracle database where the Oracle Warehouse Builder code is deployed, to an external product (e.g., SAP), A unique connector is required for each distinct axternal product for which the Oracle database is required to interface.
367
Technical Support and Services
For purposes of the ordering document, technical support consists of annual technical support services you may have ordered for the supportable programs. The term "supportable programs" refers to those programs for which Oracle offers annual technical support services, including third party programs specifically designated on the order as supportable programs. If ordered, annual technical support (including first year and all subsequent years) is provided under Oracle's technical support policies in effect at the time the services are provided. The technical support policies, incorporated in this agreement, are subject to change at Oracle's discretion; however, Oracle will not materially reduce the level of services provided for supported programs during the period for which fees for technical support have been paid. You should review the policies prior to entering into the ordering document for the applicable services. You may access the current version of the technical support policies at http://oracle.com/contracts. Technical support is effective upon the effective date of the ordering document unless otherwise stated in your order. If your order was placed through the Oracle Store, the effective date is the date your order was accepted by Oracle. Technical support acquired with your order may be renewed annually and, if you renew technical support for the same number of licenses for the same programs (except for any program designated as a third party program), for the first and second renewal years the fee for technical support, (except for technical support fees for third party programs), will not increase by more than 5% over the prior year's fees. Unless otherwise provided in your order, the technical support fee for third party programs that are identified as supportable programs licensed pursuant to an ordering document will equal the fee in effect at the time such technical support is renewed. If your order is fulfilled by a member of Oracle's partner program, the fee for technical support (except for technical support fees for third party programs) for the first renewal year will be the price quoted to you by your partner; the fee for technical support (except for technical support fees for third party programs) for the second renewal year will not increase by more than 5% over the prior year's fees. If you decide to purchase technical support for any license within a license set, you are required to purchase technical support at the same level for all licenses within that license set. You may desupport a subset of licenses in a license set only if you agree to terminate that subset of licenses. The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effect at the time of termination. Oracle's license set definition is available in the current technical support policies. If you decide not to purchase technical support, you may not update any unsupported program licenses with new versions of the program.
371
Termination and Renewal
If either of us breaches a material term of this agreement and fails to correct the breach within 30 days of written specification of the breach, the other party may terminate this agreement. If Oracle ends this agreement as specified in the preceding sentence or ends the license for the program under the Indemnification section, you must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for programs ordered and/or services received under this agreement plus related taxes and expenses. Except for nonpayment of fees, we each agree to extend the 30 day period for so long as the breaching patty continues reasonable efforts to cure the breach. You agree that if you are in default under this agreement, you may not use those programs and/or services ordered. You further agree that if you have used a Oracle Finance Division contract to pay for the fees duc under an order and you are in default under that contract, you may not use the programs and/or services ordered and Oracle may end this agreement. Provisions that survive termination or expiration include those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.
372
Agreements and Modifications
You agree that this agreement and the information which is incorporated into this agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, are the complete agreement for the programs and/or services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such programs and/or services. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. It is expressly agreed that the terms of this agreement and any Oracle ordering document shall supersede the terms in any purchase order or other non-Oracle ordering document and no terms included in any such purchase order or other non-Oracle ordering document shall apply to the programs and/or services ordered. This agreement and ordering documents may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Oracle Store by authorized representatives of you and of Oracle. Any notice required under this agreement shall be provided to the other party in writing.
373
Miscellaneous Provisions and General Terms
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for services provided.
375
Contractual Definitions and Interpretations
Adapter: is defined as each software code interface, installed on each Oracle Internet Application Server Enterprise Edition, which facilitates communication of information between each version of a third party software application or system and Oracle programs. Beacon: is defined as each target that is deployed and managed by the program that measures the response time of remote software or hardware interfaces by communicating with those interfaces over protocols, api's or programmatic interactions and measuring the total time elapsed between the initiation of communication and completion of the associated response from the remote interface. SM Annual Transaction Volume: is defined as one million U.S. dollars in all purchase orders transacted and all auctions conducted through the Oracle Exchange Marketplace by you and others during the applicable year of the Oracle Exchange Marketplace license, regardless of whether any such auction results in a purchase order, provided that an auction resulting in a purchase order shall only be counted against the Annual Transaction Volume once. Applications National Language Support (NLS) Supplement Media Packs: Please be advised that only a subset of the · products included on an Applications NLS Supplement Media Pack have been translated. For existing supported customers, MetaLink has information on which products have been translated for the supported languages (http://metalink.oracle.com). For new or unsupported customers, please contact your Oracle Account Manager for this information. Application User, Enterprise Asset Management (EAM) User, Field Sales User, Financials User, Inventory/Shipping User, Marketing User, Manufacturing User, Purchasing User, TeleSales User: is defined as an individual authorized by you to use the applicable licensed application programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time, If you license the Self Service Work Request option in conjunction with EAM, you are required to maintain licenses for the equivalent number of EAM Users licensed and you are granted unlimited access to initiate work requests, view work request status and view scheduled completion dates for your entire employee population. Application Read-Only User: is defined as an individual authorized by you to run only queries or reports against the application program for which you have also acquired non read-only licenses. Base Metric: is defined as that metric limit for which you are licensed to use or benefit from the use of the programs. Case Report Form (CRF) Page: is defined as the "electronic equivalent" of what would be the total number of physical paper pages initiated remotely by the program (measured explicitly in the program as Received Data Collection Instruments) during a 12 month period. You may not exceed the licensed number of CRT Pages during any 12 month period unless you acquire OLSA_M_V040106_US.doc Page 5 of 12 :unselected: May 31 2006 11:34AM HP LASERJET 3330 p.11 additional CRF Page licenses from Oracle, Collaboration Program User: is defined as an individual authorized by you to use the programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time. For the purposes of counting and licensing the number of Real Time Collaboration users, a Collaboration Program User within your company is defined as a user able to initiate, or host, a web conference and also participate in a web conference; all participants in the weh conference external to your company and attending a weh conference are not required to be licensed. Compensated Individual: is defined as an individual whose compensation or compensation calculations are generated by the programs. The term Compensated Individual includes, but is not limited to, your employees, contractors, retirees, and any other Person. Computer: is defined as the computer on which the programs are installed. A Computer license allows you to use the licensed program on a single specified computer. Connector: is defined as each connector connecting the software product with an external product. A unique connector is required for each distinct product that the software product is required to interface. $M Cost of Goods Sold: is defined as one million U.S. dollars in the total cost of inventory that a company has sold during their fiscal year. If Cost of Goods Sold is unknown to you then Cost of Goods Sold shall be equal to 75% of total company revenue. Electronic Order Line: is defined as the total number of distinct order lines entered electronically into the Oracle Order Management application from any source (not manually entered by licensed Order Management Users, Professional Users 2003, or Professional Users 2003 - External) during a 12 month period. This includes order lines originating as external EDI/XML transactions and/or sourced from other Oracle and non-Oracle applications. You may not exceed the licensed number of order lines during any 12 month period. Employee: is defined as an active employee of yours. (note: The value of these applications is determined by the size of the active employee population and not the number of actual users. Therefore, all of your active employees must be included in your order when licensing these applications.) Employee User: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the programs at any given time. Expense Report: is defined as the total number of expense reports processed by Internet Expenses during a 12 month period. You may not exceed the licensed number of expense reports during any 12 month period. Federated Link: is defined as a one-to-one pairing between a source domain and a destination domain. A source domain is the point of origin for a request. A destination domain contains the resource that users from source domains want to access. One source domain might have many pairings with different destination domains and one destination domain might have many pairings with different source domains. Each and every pairing is a federated link. Field Technician: is defined as an engineer, technician, representative, or other person who is dispatched by you, including the dispatchers, to the field using the programs. $M Freight Under Management: is defined as one million US Dollars of the total transportation value of tendered orders for all shipments for a given calendar year during the term of the license. FUM shall include the combined total of actual freight purchased by you, plus the cost of freight for shipments managed by you (e.g., you are not purchasing transportation services on behalf of your clients but are providing transportation management services for your clients). Freight that is paid by a third party shall also be included in the FUM total (e.g., inbound shipments from suppliers to you with freight terms of prepaid). Full Time Equivalent (FTE) Student: is defined as any full-time student enrolled in your institution and any part-time student enrolled in your institution counts as 25% of an FTE Student. The definition of "full-time" and "part-time" is based on your policies for student classification, If the number of FTE Students is a fraction, that number will be rounded to the nearest whole number for purposes of license quantity requirements. Hosted Named User: is defined as an individual authorized by you to access the hosted service, regardless of whether the OLSA_M_V040106_US.doc Page 6 of 12 May 31 2006 11:35AM HP LASERJET 3330 p.12 individual is actively accessing the hosted service at any given time. Implementation Services, Packaged Methods, Architecture Services, Accelerator Services, Assessment Services and Workshops Each Implementation Service, Packaged Method, Architecture Service, Accelerator Service, Assessment Service and Workshop is provided subject to the statement of obligation for that particular offering and Oracle's consulting services policies. Oracle's consulting services policies may be accessed at http://oracle.com/contracts, and are subject to change. 1K Invoice Line: is defined as one thousand invoice line items processed by the program during a 12 month period. You may not exceed the licensed number of Invoice Lines during any 12 month period unless you acquire additional Invoice Line licenses from Oracle. Learning Credits; may be used to acquire education products and services offered in the Oracle University online catalogue posted at http://www.oracle.com/education under the terms specified thercin. Learning credits may only be used to acquire products and services at the list price in effect at the time you order the relevant product or service, and may not be used for any product or service that is subject to a discount or a promotion when you order the relevant product or service. The list price will be reduced by applying the discount specified on your order. Notwithstanding anything to the contrary in the previous three sentences, learning credits may also be used to pay taxes, materials and/or expenses related to your order; however, the discount specified above will not be applied to such taxes, materials and/or expenses. Learning credits are valid for a period of 12 months from the date your order is accepted by Oracle, and you must acquire products and must use any acquired services prior to the end of such period. You may only use learning credits in the country in which you acquired them, may not use them as a payment method for additional learning credits, and may not use different learning credits accounts to acquire a single product or service or to pay' related taxes, materials and/or expenses. Learning credits are non-transferable and non-assignable. You may be required to execute standard Oracle ordering materials when using learning credits to order products or services. SM in Managed Assets: is defined as one million U.S. dollars of the following total: (I) Book value of investment in capital Icases, direct financing tcases and other finance leascs, including residuals, whether owned or managed for others, active on the progratn, plus (2) Book value of assets on operating leases, whether owned or managed for others, active on the program, plus (3) Book value of loans, notes, conditional sales contracts and other receivables, owned or managed for others, active on the program, plus (4) Book value of non earning assets, owned or managed for others, which were previously leased and active on the program, including assets from term terminated leases and repossessed assets, plus (5) Original cost of assets underlying leases and loans, originated and active on the program, then sold within the previous 12 months. Membership: is defined as an individual authorized by you to access the hosted service, regardless of whether the individual is accessing the hosted service at any given time. Metric is defined as that size measurement utilized to: (i) measure the size of your use or benefit from the use of the programs; and (ii) define the limitations of the license granted pursuant to the agreement; and includes Employee Count, Reported Revenues, Student Count, Customer Count and Funds Raised. Module: is defined as each production database running the programs. Named User Plus: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. A non human operated device will be counted as a named user plus in addition to all individuals authorized to use the programs, if such devices can access the programs. If multiplexing hardware or software (e.g., a TP monitor or a web server product) is used, this number must be measured at the multiplexing front end. Automated batching of data from computer to computer is permitted. You are responsible for ensuring that the named user plus per processor minimums are maintained for the programs contained in the user minimum table in the licensing rules section; the minimums table provides for the minimum number of named users plus required and all actual users must be licensed. Network Device: is defined as the hardware and/ot software whose primary purpose is to route and control communications between computers or computer networks. Examples of network devices include but are not limited to, routers, firewalls and OLSA_M_V040106_US.doc Page 7 of 12 May 31 2006 11:37AM HP LASERJET 3330 p.13 network load balancers. Non Employee User - External: is defined as an individual, who is not your employee, contractor or outsourcer, authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the programs at any given time, Oracle Finance Division Contract: is a contract between you and Oracle (or one of Oracle's affiliates) that provides for payments over time of some or all of the suns duc under your order. Oracle University Knowledge Center Service: is defined as a web based learning environment hosted by Oracle that provides on demand access to either an individual Oracle University training course ("Online Course") or to all of the Oracle University training courses available on the Knowledge Center website ("Passport"). The Oracle University Knowledge Center service is available at http:/www.oracle.com/education/ouke/, and is made available to you subject to the terms of this agreement and Oracle University's Online Hosting Access Policies, which are located at http://www.oracle.com/education/ouke/hosting policies.html and may be updated by Oracle from time to time without notice to you. Online Courses are made available on a named user basis, and the Passport is made available on a membership basis. In the event that any Oracle programs are made available for download as part of the service, then use of such programs is subject to the terms of this agreement. If you acquire the Oracle University Knowledge Center service, the termi shall be one year from the effective date of your order. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, ORACLE DOES NOT WARRANT THAT THE ORACLE UNIVERSITY KNOWLEDGE CENTER SERVICE WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE. Order Line: is defined as the total number of order entry line items processed by the program during a 12 month period. Multiple order entry line items may be entered as part of an individual customer order or quote and may also be automatically generated by the Oracle Configurator. You may not exceed the licensed number of Order Lines during any 12 month period unless you acquire additional Order Line licenses from Oracle. Order Management User: is defined as an individual authorized by you to use the applicable licensed application programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time. Order Management Users are allowed to manually enter orders directly into the programs but any orders entered electronically from other sources must be licensed separately. Orders: is defined as the total number of distinct orders for all programs that are a part of Electronic Orders, entered electronically (not manually entered by licensed professional users) through EDI, XML or other electronic means including purchase orders transmitted from Oracle Purchasing, during a 12 month period. You may not exceed the licensed number of orders during any 12 month period. Partner Organization: is defined as an external third party business entity that provides value-added services in developing, marketing and selling your products. Depending upon the type of industry, partner organizations play different roles and are recognized by different names such as reseller, distributor, agent, dealer or broker. Person: is defined as your employee or contractor who is actively working on behalf of your organization or a former employee who has one or more benefit plans managed by the system or continues to be paid through the system. For Time and Labor, a person is defined as an employee or contractor whose time or labor (piece work) or absences are managed by the application. For Project Resource Management, a person is defined as an individual who is scheduled on a project. For Internet Time, a person is defined as an individual who is charging time to a project via the application. The total number of licenses needed is to be based on the peak number of part-time and full-time people whose records are recorded in the system. Ported Number: is defined as the telephone number that end users retain as they change from one service provider to another. This telephone number originally resides on a telephone switch and is moved into the responsibility of another telephone switch. Processor: shall be defined as all processors where the Oracle programs are installed and/or running. Programs licensed on processor basis may be accessed by your internal users (including agents and contractors) and by your third party users. For the purposes of counting the number of processors which require licensing for a Sun UltraSPARC TI processor with 4, 6 or 8 cores at 1.0 gigahertz or 8 cores at 1.2 gigahertz for only those servers specified on the Sun Server Table which can be accessed at http://oracle.com/contraos, "n" cores shall be determined by multiplying the total number of cores by a core processor licensing factor of 25. For the purposes of counting the number of processors which require licensing for AMD and Intel multicore chips, OLSA_M_V040106_US.doc Page 8 of 12 May 31 2006 11:38AM HP LASERJET 3330 P.14 "n" cores shall be determined by multiplying the total number of cores by a core processor licensing factor of .50. For the purposes of counting the number of processors which require licensing for all hardware platforms not otherwise specified in this section, a multicore chip with "n" cores shall be determined by multiplying "n" cores by a core processor licensing factor of .75. All cores on all multicore chips for each licensed program for cach core processor licensing factor listed above are to be aggregated before multiplying by the appropriate core processor licensing factor and all fractions of a number are to be rounded up to the next whole number. Notwithstanding the above, when licensing Oracle Standard Edition One or Standard Edition programs on servers with a maximum of 1 processor with 1 or 2 cores, only t processer shall be counted. For example, a Sun UltraSPARC T1 based server installed and/or running the program on 6 cores would require 2 processor licenses (6 multiplied by a core processor licensing factor of .25 equals 1.50 which is then rounded up to the next whole number which is 2). An Intel or AMD based server installed and/or running the program on 7 cores would require 4 processor licenses (7 multiplied by a core processor licensing factor of .50 equals 3,50 which is then rounded up to the next whole number which is 4). Two multicore servers, for hardware platforms not specified above, installed and/or running the program on 10 cores would require 8 processor licenses (10 multiplied by a core processor licensing factor of .75 equals 7.50 which is then rounded up to the next whole number which is 8). For the Healthcare Transaction Base program, only the processors on which Internet Application Server Enterprise Edition and this program are installed and/or running are counted for the purpose of determining the number of licenses required, For the iSupport, iStore and Configurator programs, only the processors on which Internet Application Server (Standard Edition) and/or Enterprise Edition) and the licensed program are running are counted for the purpose of determining the number of licenses required for the licensed program; under these licenses you may also install and/or run the licensed program on the processors where a licensed Oracle Database (Standard Edition and/or Enterprise Edition) is installed and/or running. With respect to the Customer Data Hub program, in determining the number of licenses required, only processors on which both Oracle Database Enterprise Edition and the Customer Data Hub program are running in production shall be counted. Purchase Line: is defined as the total number of purchase line items processed by the application during a 12 month period. Multiple purchase lines may be created on either a requisition or purchase order or may be automatically generated by other Oracle Application programs. For iProcurement, Purchase Lines are counted as all line items on an approved requisition created in iProcurement. For Purchasing Intelligence, Purchase Lines are counted as the line items on purchase orders processed through this application, This does not include communication on the same purchase order. For each application, you may not exceed the licensed number of Purchase Lines during any 12 month period unless you acquire additional Purchase Line licenses from us. You may acquire a different number of Purchase Line licenses for each program (the number of Purchase Lines for iProcurement could be a smaller number than for Purchasing Intelligence). SM in Revenue: is defined as one million U.S. dollars in all income (interest income and non interest income) before adjustments for expenses and taxes generated by you during a fiscal year. RosettaNet Partner Interface Processes@ (PIPs®): are defined as business processes between trading partners. Preconfigured system-to-system XML-based dialogs for the relevant E-Business Suite Application(s) are provided. Each preconfigured PIP includes a business document with the vocabulary and a business process with the choreography of the message dialog. Service Order Line: is defined as the total number of service order entry line items processed by the program during a 12 month period. Multiple service order entry line items may be entered as part of an individual customer service order or quote. You may not exceed the licensed number of Service Order Lines during any 12 month period unless you acquire additional Service Order Line licenses from Oracle, Subscriber: is defined as (a) a working telephone number for all wireline devices; (b) a portable handset or paging device that has been activated by you for wireless communications and paging; (c) a residential drop or a nonresidential device serviced by a cable provider; or (d) a live connected utility meter. The total number of Subscribers is equal to the aggregate of all types of Subscribers. If your business is not defined in the primary definition of Subscriber above, Subscriber is defined as each U.S. $1,000 increment of your gross annual revenue as reported to the SEC in your annual report or the equivalent accounting or reporting document. Suite: is defined as all the functional software components described in the product documentation. Tape Drive: is defined as mechanical devices used to sequentially write, read and restore data from magnetic tape media. OLSA_M_V040106_US.doc Page 9 of 12 May 31 2006 11:39AM HP LASERJET 3330 P.15 Typically used, but not limited to, data protection and archival purposes, tape drives are deployed either as a standalone unit(s) or housed within a robotic tape library. Examples of tape drive include but are not limited to, Linear Tape Open (LTO), Digital Linear Tape (DLT), Advanced Intelligent Type (AIT), Quarter-Inch Cartridge (QIC), Digital Audio Tape (DAT), and 8mm Helical Scan.
376
Reports and Documentation
Technical Reference Manuals ("TRMs") are Oracle's confidential information. You shall use the TRMs solely for your internal data processing operations for purposes of: (a) implementing applications programs, (b) interfacing other software and hardware systems to the applications programs and (c) building extensions to applications programs. You shall not disclose, use of permit the disclosure or use by others of the TRMs for any other purpose. You shall not use the TRVis to create software that performs the same or similar functions as any of Oracle products. You agree: (a) to exercise either at least the same degree of care to safeguard the confidentiality of the TRMs as you exercise to safeguard the confidentiality of your own most important confidential information or a reasonable degree of care, whichever is greater; (b) to maintain agreements with your employees and agents that protect the confidentiality and proprietary rights of the confidential information of third parties such as Oracle and instruct your employees and agents of these requirements for the TRMs; (c) restrict disclosure of the TRMs to those of your employees and agents who have a "need to know" consistent with the purposes for which such TRMs were disclosed; (d) maintain the TRMs at all times on your premises; and (e) not to remove or destroy any proprietary or confidential legends or markings placed upon the TRMs. Oracle shall retain all title, copyright and other proprietary rights in the TRMs. TRMs are provided to you "as-is" without any warranty of any kind. Upon termination, you shall cease using, and shall return or destroy, all copies of the applicable TRMs. Terabyte: is defined as a terabyte of computer storage space used by a storage filer equal to one trillion bytes. Test: is defined as each unit of interaction with a software or hardware interface for which the total time elapsed between the initiation of communication and the completion of the resulting response is measured. A test may run on it's own or be set up in conjunction with additional tests so that there are multiple units of interaction. Each unit of interaction must be counted as a Test; execution of a test or set of tests multiple times does not require additional tests. Examples of tests include but are not limited to, an http-get for a URL, iemp-echo for an IP address and sql-execute for a database. Trainee: is defined as an employee, contractor, student or other person who is being recorded by the program. UPK Developer: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. UPK Developers may create, modify, view and interact with simulations and documentation. UPK User: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. UPK Users may view and interact with simulations and documentation but may not create or modify simulations or documentation. - UPK Employee: is defined as an active employee of yours. (note: The value of these applications is determined by the size of the active employee population and not the number of actual users. Therefore, all of your active employees must be included in your order when licensing these applications). UPK Employees may view and interact with simulations and documentation but thay not create or modify simulations or documentation. Workstation: is defined as the client computer from which the programs are being accessed, regardless of where the program is installed.
377
Contractual Definitions and Interpretations
If your program license does not specify a term, the program license is perpetual and shall continue unless terminated as otherwise provided in the agreement.
378
Termination and Renewal
: A program license specifying a 1, 2, 3, 4 or 5 Year Term shall commence on the effective date of the order and shall continue for the specified period. At the end of the specified period the program license shall terminate.
379
Termination and Renewal
: A program license specifying a I Year Hosting Term shall commence on the effective date of the order and shall continue for a period of I ycar. At the end of the 1 year the program license shall terminate. A program license specifying a I Year Hosting Term may only be used for providing internet hosting services. OLSA_M_V040106_US.doc Page 10 of 12 May 31 2006 11:40AM HP LASERJET 3330 P.16
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Miscellaneous Provisions and General Terms
: A program license specifying a 1 Year Oracle Hosted Term shall commence on the effective date of the order and shall continue for a period of I year, At the end of the 1 year the program license shall terminate. A program license specifying a 1 Year Oracle Hosted Term must be hosted by Oracle.com via Computer and Administration services.
381
Termination and Renewal
: A program license specifying a 1 Year Subscription shall commence on the effective date of the order and shall continue for a period of 1 year. At the end of the 1 year the program license shall terminate.
382
Agreements and Modifications
Name: Oracle Corporation UK Limited Address: TVP 510 Thames Valley Park City/State/Zip: Reading RG6 1RA Country: United Kingdom
394
Miscellaneous Provisions and General Terms
Company Name: Refinitiv Limited Address: LO5, 631 Ajax Avenue, City/State/Zip: Slough, SL1 4DG Country: United Kingdom
395
Hardware and Software Requirements
Hardware Generic Name* Part # Serial # # of Units Location Condition Choose from the following classifications: [Functional or Non-Functional] SPARC Enterprise T2000 602-3346- 02 0649NNN07Y 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire V240 602-3146- 01 TN62030271 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional NETRA T1 600-6899- 04 HF20345432 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire V490 602-2912- 01 0523AN00C5 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire V490 602-2912- 01 0517AN0141 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional * Includes base software license If additional rows are required, please use page 3.
396
Hardware and Software Requirements
ETSLA 43522 Page 2 of 3 21-OCTOBER-2021 DocuSign Envelope ID: 202DAF9E-F84E-46CD-8659-6AB031DCC77D ORACLE CONFIDENTIAL Hardware Generic Name* Part # Serial # # of Units Location Condition Choose from the following classifications: [Functional or Non-Functional] Sun Fire V440 602-2910- 02 0532AL55AF 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire V440 602-2910- 02 0535AL5AD0 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire V245 602-3139- 01 0706TL114N 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0746NNN0AL 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0732NNN0T0 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0735NNN0L7 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0843NNN05M 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional SPARC Enterprise T5120 N/K BDL120405D 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0735NNN0MA 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0732NNN0TK 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0726NNN0AW 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0843NNN07G 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0843NNN0A2 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional SPARC Enterprise T5120 N/K BDL1204060 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0731NNN0GN 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0732NNN14K 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0735NNN082 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0732NNN0R5 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0731NNN0AH 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0735NNN0B8 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0731NNN0E0 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional SPARC Enterprise T5120 N/K BDL120405C 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T1000 N/K 0926NNE02F 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T1000 N/K 0911NNE04C 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T1000 N/K 0905NNE018 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional SPARC Enterprise T5120 N/K BDL120405A 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional SPARC Enterprise T5120 N/K BDL120405F 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0546NNN04D 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0603NNN0DE 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional Sun Fire T2000 602-3346- 02 0604NNN0FR 1 Refinitiv Limited, LO5, 631 Ajax Avenue, Slough, SL1 4DG Functional ETSLA 43522 Page 3 of 3 21-OCTOBER-2021 Certificate Of Completion Envelope Id: 202DAF9EF84E46CD86596AB031DCC77D DocuSign® Status: Completed Subject: Please DocuSign: Oracle 35 Server Slough ETSLA-DiskWipeService-EMEA-UK- Refinitiv Limited-43522 ... Source Envelope: Document Pages: 3 Signatures: 2 Initials: 0 Certificate Pages: 5 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 10/24/2021 8:31:19 AM Signer Events Noel Lai-Kit noel.lai-kit@refinitiv.com Authorised Signatory Authorised Signatory Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/24/2021 12:34:59 PM ID: 97b00dbb-4dbe-489f-b46e-388180c4b7d6 David Hudson david.hudson@oracle.com SVP & Regional General Counsel, EMEA Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/25/2021 1:20:02 AM ID: 27429b8d-5884-41e5-836e-1ca526670ac3 Holder: Jia Li jia.li@refinitiv.com Signature DocuSigned by: 6C6B2BF5D69F494 ... Noel Lai-kit Signature Adoption: Pre-selected Style Using IP Address: 176.248.174.241 DocuSigned by: E5886E6AD707472 ... Signature Adoption: Uploaded Signature Image Using IP Address: 213.18.147.28 Envelope Originator: Jia Li 3 Times Square 21 Floor New York, NY 10036 jia.li@refinitiv.com IP Address: 159.220.58.4 Location: DocuSign Timestamp Sent: 10/24/2021 8:34:53 AM Viewed: 10/24/2021 12:34:59 PM Signed: 10/24/2021 12:35:45 PM Sent: 10/24/2021 12:35:47 PM Viewed: 10/25/2021 1:20:02 AM Signed: 10/25/2021 1:20:12 AM In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Kate McGee Sent: 10/25/2021 1:20:13 AM COPIED Kate.McGee@refinitiv.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Carl Miller carl.miller@refinitiv.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status COPIED Timestamp Sent: 10/25/2021 1:20:13 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/24/2021 8:34:53 AM Certified Delivered Security Checked 10/25/2021 1:20:02 AM Signing Complete Security Checked 10/25/2021 1:20:12 AM Completed Security Checked 10/25/2021 1:20:14 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 12/4/2019 7:50:31 AM Parties agreed to: Noel Lai-Kit, David Hudson
398
Reports and Documentation
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
400
Termination and Renewal
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
401
Agreements and Modifications
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
402
Procurement and Legal Information
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: janet.rozario@refinitiv.com
404
Procurement and Legal Information
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to janet.rozario@refinitiv.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
406
Procurement and Legal Information
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to janet.rozario@refinitiv.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent .. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process ..
407
Hardware and Software Requirements
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.
408
Termination and Renewal
This agreement shall begin on the date specified in Oracle's acceptance confirmation and continue in effect for the same period of time as your Oracle PartnerNetwork Agreement ("OPN agreement"). This agreement will terminate if you do not keep your OPN membership current. Each year, in order to keep distributing the programs, when you apply to renew your OPN agreement, you also must execute the then current version of Oracle's distribution agreement, and Oracle must accept the agreement. If you breach the terms of this agreement and fail to correct the breach within 30 days after Oracle notifies you in writing, Oracle may end this agreement and your use of programs, access to technical support and other services ordered as well as the OPN agreement and your membership in the OPN. If Oracle ends this agreement, you must pay within 30 days all amounts which have accrued prior to the end of this agreement as well as sums remaining unpaid for programs and services ordered under this agreement. You agree that if you are in default under this agreement, you may not use the programs or technical support or other services ordered. The end users' rights to use the programs properly distributed by you under this agreement shall survive termination of this agreement, unless such rights are otherwise terminated in accordance with the applicable license agreement. The parties' rights and obligations that by their nature are continuing shall survive, including but not limited to those set forth in the section entitled "Ethical Business Practices."
419
Fees, Expenses, and Invoicing
You may place an order for programs and/or technical support with the Oracle group company that has executed this agreement or an Oracle VAD. You agree to pay the applicable Oracle group company or Oracle VAD a fee for each order placed for programs and/or technical support under this agreement, as specified in the ordering document, and for each program license distributed. Fees for programs and/or technical support will be paid directly to the entity to which you submit the relevant orders and monthly reports. You will not be relieved of your obligation to pay any fees owed to Oracle by the nonpayment of such fees by your end user. Oracle VADs and partners are free to determine the fees charged to end users for program licenses and technical support. Lees payable to the applicable Oracle group company for programs distributed to end users with the application package will be equal to 40% of the applicable license fee for each program based on the Oracle global price list in effect at the time you issue a quote To access the Oracle global price list and discount terms, you must log into the OPN web site at http://partner.oracle.com (you must log in, select the Manage Tab, and select the Small Print portlet) to view the Oracle global price list and discount terms. It is your responsibility to access the Oracle global price list to obtain current information. If Oracle's global price list changes after you issue a valid written quote for program licenses to an end user, for 90 days after the date you submit the quote to the end user, the fee applicable to the programs identified in the quote shall be based on the global price list in effect on the date you submit the quote. With regard to fees for technical support provided for perpetual licenses (1) you agree to pay the applicable Oracle group company a technical support fee in an amount equal to 19% of cumulative net license fees for every year end users contract for or obtain support from you (15% for those end users to whom you provide only Updates Subscription Service), due and payable annually in arrears net 30 days fram December 31, or (2) you agree to pay an Oracle VAD as you may mutually agree. With regard to technical support provided for 4 year term licenses, (1) you agree to pay the applicable Oracle group company a technical support fee in an amount equal to 32% of cumulative net license fees for every year end users contract for or obtain support from you (25% for those end users to whom you provide only Updates Subscription Service), due and payable annually in arrears net 30 days from December 31, or (2) you agree to pay an Oracle VAD as you may mutually agree. With regard to technical support provided for 2 year term licenses, (1) you agree to pay the applicable Oracle group company a technical support fee in an amount equal to 55% of cumulative net license fees for every year end users contract for or obtain support from you (43% for those end users to whom you provide only Updates Subscription Service), due and payable annually in arrears net 30 days from December 31, or (2) you agree to pay an Oracle VAD as you may mutually agree. Except as provided herein, all fees payable to the applicable Oracle group company are due within 20 days of the last day of the month in which the application package is delivered to the end user, and you also agree to pay any sales, value- added or other similar taxes which the applicable Oracle group company must pay based on the programs, technical support or other services you have ordered. Fees listed in this agreement are exclusive of value added tax and/or similar sales taxes. Such taxes shall be charged at the appropriate rate by the applicable Oracle group company in addition to its stated fees and shall be shown separately on the relevant invoice. Payments shall be in U.S. dollars or in the local currency designated by the applicable Oracle group company or Oracle VAD. Upon your submission of an order to the applicable Oracle group company, this payment obligation is non-cancelable, and the sum paid is nonrefundable, is not subject to set-off for any reasons, and is not subject to the completion or occurrence of any event after the date your order is submitted to Oracle.
426
Technical Support and Services
You may order technical support for development licenses. If ordered, technical support is provided under Oracle's technical support policies in effect at the time the services are provided. The technical support policies, incorporated in this agreement, are subject to change and may contain additional terms, and you should review the policies prior to ordering such technical support. You may access the latest version of the Oracle technical support policies at http://www.oracle.com/support/index.html?policies.html. Subject to Oracle's technical support policies, and upon payment of the applicable annual fees for technical support as set forth in the Fees and Taxes section, you shall have the ASFU FINAL US 2.26.02 Page 7 of 10 :selected: right to use Oracle's technical support services acquired for your supported development licenses to provide technical support to end users, provided that you continually maintain technical support for your development licenses. You or your distributor will be responsible for any assistance needed to install the application package at end user sites. You are responsible for providing all technical support, training and consultations to distributors and end users. Questions Oracle receives from end users will be referred to you. Subject to the requirements in the preceding paragraph, provided that you continually maintain technical support for your development licenses, you shall have the right to use Oracle's technical support services acquired for your supported development licenses to provide technical support to end users. In conjunction with your annual payment of technical support fees, you will submit a report providing the name and address of each end user who contracted for or obtained technical support from you, and for each end user, the term of the technical support that is covered by the payment.
427
Miscellaneous Provisions and General Terms
You acknowledge and agree that you and your owners, directors, officers, employees or agents have not, and will not, make or promise payments of money or anything of value, directly or indirectly, to any government or public international organization officials, political parties, or candidates for political office, for the purpose of obtaining or retaining business or securing any improper advantage, or to any other person or entity if such payment would violate the laws of the country in which made or the laws of the United States. You agree that any violation of this section constitutes just cause for the immediate termination by Oracle of this agreement without any liability to you. You will also indemnify and hold Oracle and its parent company harmless from any claims, losses and liabilities resulting from any breach of any of your obligations under this section. The obligations under this section shall survive the termination or expiration of this agreement.
428
Procurement and Legal Information
You agree that U.S. export control laws and other applicable export and import laws govern your use and distribution of the programs, including technical data. You agree that neither the programs nor any direct product thereof will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
429
Agreements and Modifications
You agree that this agreement and the information which is expressly incorporated into this agreement, together with the applicable order, are the complete agreement for the programs, licenses, technical support and other services ordered by you, and this agreement supersedes all prior or contemporaneous agreements or representations regarding such programs and/or services. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. If this agreement and any non-Oracle ordering document are inconsistent in any manner, the terms of this agreement shall prevail. This agreement may not be modified except in a writing signed or accepted online through the OPN or the Oracle Store by authorized representatives of you and Oracle and any notice required under this agreement shall be provided to the other party in writing.
430
Contractual Definitions and Interpretations
Your use and distribution of the programs is subject to the definitions and general licensing rules, which are incorporated in this agreement, and which are available at http://partner.oracle.com (you must log in, select the Manage Tab, and select the Small Print portlet). These definitions and general licensing rules are subject to change, and may contain additional terms regarding the licensing metrics and other rules applicable to the programs but do not modify the terms applicable to your right to distribute the programs.
431
Agreements and Modifications
ASFU FINAL US 2.26.02 Page 8 of 10 It is your responsibility to regularly monitor all applicable URLs referenced in this agreement. You confirm that you have access to the Internet and confirm that prior to entering into this agreement you have read the policies on the websites referenced above and agree to the terms and conditions set out in those policies. You undertake that you will visit the websites referenced above on a regular basis so that you are aware of any amendments Oracle may make to those policies from time to time.
432
Miscellaneous Provisions and General Terms
This agreement is governed by the substantive and procedural laws of the State of California and you and Oracle agree to submit to the exclusive jurisdiction of, and venue in, the courts in San Francisco, San Mateo, or Santa Clara counties in California in any dispute arising out of or relating to this agreement. You agree that the sales process that you use complies with applicable procurement regulations (if the end user is a government entity) and that you will keep accurate books and records in connection with the activities under this agreement. Upon 45 days written notice, Oracle may audit your use and distribution of the programs and your activities under this agreement. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information, including but not limited to relevant books, records, agreements, servers, technical personnel, and royalty reporting systems. You agree to pay within 30 days of written notification any underpaid fees. If you do not pay, Oracle can end your technical support, licenses and this agreement or may choose not to accept your application to renew this agreement at such time of renewal. Upon Oracle's reasonable request, you agree to audit end user(s) and report the findings to Oracle, or assign your right to audit end user(s) to Oracle. If you have a dispute with Oracle, or if you become subject to insolvency proceedings, you will promptly send written notice to: Oracle Corporation, 500 Oracle Parkway, Redwood City, California, United States, 94065, Attention: General Counsel, Legal Department. The Uniform Computer Information Transactions Act does not apply. The effective date of this Agreement shall be Oct 8 , 2002
433
Agreements and Modifications
This Oracle Cloud Services Agreement (this "Agreement") is between Oracle America, Inc. ("Oracle") and the individual or entity that has executed this Agreement as identified in the signature block below ("You"). This Agreement sets forth the terms and conditions that govern orders placed by You for Services under this Agreement.
435
Contractual Definitions and Interpretations
1.1. "Ancillary Program" means any software agent or tool owned or licensed by Oracle that Oracle makes available to You for download as part of the Cloud Services for purposes of facilitating Your access to, operation of, and/or use with, the Services Environment. The term "Ancillary Program" does not include Separately Licensed Third Party Technology. 1.2. "Auto Renew" or "Auto Renewal" is the process by which the Services Period of certain Cloud Services under an order is automatically extended for an additional Services Period unless such Services are otherwise terminated in accordance with the terms of the order or this Agreement. The Service Specifications incorporated into Your order define which Cloud Services are eligible for Auto Renewal as well as any terms applicable to any such renewal. 1.3. "Cloud Services" means, collectively, the Oracle cloud services (e.g., Oracle software as a service offerings and related Oracle Programs) listed in Your order and defined in the Service Specifications. The term "Cloud Services" does not include Professional Services. 1.4. "Data Center Region" refers to the geographic region in which the Services Environment is physically located. The Data Center Region applicable to the Cloud Services is set forth in Your order. 1.5. "Oracle Programs" refers to the software products owned or licensed by Oracle to which Oracle grants You access as part of the Cloud Services, including Program Documentation, and any program updates provided as part of the Cloud Services. The term "Oracle Programs" does not include Separately Licensed Third Party Technology. 1.6. "Professional Services" means, collectively, the consulting and other professional services which You have ordered. Professional Services include any deliverables described in Your order and delivered by Oracle to You under the order. The term "Professional Services" does not include Cloud Services. 1.7. "Program Documentation" refers to the user manuals referenced within the Service Specifications for Cloud Services, as well as any help windows and readme files for the Oracle Programs that are accessible from within the Services. The Program Documentation describes technical and functional aspects of the Oracle Programs. For Oracle Infrastructure-as-a-Service (laaS) Cloud Services, "Program Documentation" includes documentation, help windows and readme files for the IaaS hardware products. You may access the documentation online at http://oracle.com/contracts_or such other address specified by Oracle. 1.8. "Separate Terms" refers to separate license terms between You and a third party licensor that are specified in the Program Documentation, Service Specifications, readme or notice files and that apply to Separately Licensed Third Party Technology. 1.9. "Separately Licensed Third Party Technology" refers to third party technology that is licensed under Separate Terms and not under the terms of this Agreement. 1.10. "Services" means, collectively, both the Cloud Services and Professional Services that You have ordered. 1.11. "Services Environment" refers to the combination of hardware and software components owned, licensed or managed by Oracle to which Oracle grants You and Your Users access as part of the Cloud Services which You have ordered. As applicable and subject to the terms of this Agreement and Your order, Oracle Programs, Third Party Content, Your Content and Your Applications may be hosted in the Services Environment. Cloud_Cloud Services Agreement (CSA)_v090213_«CC»_ENG (EchoSign enabled) Page 1 of 12 Gloria Cabada-Leman E-signed 2014-11-23 08:27PM MST gloria.cabada-leman@oracle.com Manager, CDM :selected: Document Integrity Verified EchoSign Transaction Number: XGPR49VXG5Y4G3M 1.12. "Service Specifications" means the descriptions on www.oracle.com/contracts, or such other address specified by Oracle, that are applicable to the Services under Your order, including any Program Documentation, hosting, support and security policies (for example, Oracle Cloud Hosting and Delivery Policies), and other descriptions referenced or incorporated in such descriptions or Your order. 1.13. "Services Period" refers to the period of time for which You have ordered Cloud Services as specified in Your order. 1.14. "Third Party Content" means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle and made available to You through, within, or in conjunction with Your use of, the Cloud Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, and data libraries and dictionaries. Third Party Content does not include Separately Licensed Third Party Technology. 1.15. "Users" means those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Cloud Services in accordance with this Agreement and Your order. For Cloud Services that are specifically designed to allow Your customers, suppliers or other third parties to access the Cloud Services to interact with You, such third parties will be considered "Users" subject to the terms of this Agreement and Your order. 1.16. "You" and "Your" refers to the individual or entity that has executed this Agreement. 1.17. "Your Applications" means all software programs, including any source code for such programs, that You or Your Users provide and load onto, or create using, any Oracle "platform-as-a-service" or "infrastructure- as-a-service" Cloud Services. Services under this Agreement, including Oracle Programs and Services Environments, Oracle intellectual property, and all derivative works thereof, do not fall within the meaning of the term "Your Applications." 1.18. "Your Content" means all text, files, images, graphics, illustrations, information, data (including Personal Data as that term is defined in the Data Processing Agreement for Oracle Cloud Services described in Section 11.2 below), audio, video, photographs and other content and material (other than Your Applications), in any format, provided by You or Your Users that reside in, or run on or through, the Services Environment.
436
Termination and Renewal
Unless this Agreement is terminated earlier as described below, You may place orders governed by this Agreement for a period of five years from the effective date of this Agreement (indicated below in Section 25). This Agreement will continue to govern any order for the duration of the Services Period of such order.
437
Scope and Deliverables
5.1 The Services are subject to and governed by Service Specifications applicable to Your order. Service Specifications may define provisioning and management processes applicable to the Services (such as capacity planning), types and quantities of system resources (such as storage allotments), functional and technical aspects of the Oracle Programs, as well as any Services deliverables. You acknowledge that use of the Services in a manner not consistent with the Service Specifications may adversely affect Services performance and/or may result in additional fees. If the Services permit You to exceed the ordered quantity (e.g., soft limits on counts for Users, sessions, storage, etc.), then You are responsible for promptly purchasing additional quantity to account for Your excess usage. For any month that You do not promptly purchase such additional quantity, Oracle may require You to pay, in addition to the fees for the additional quantity, an excess usage fee for those Services equivalent to 10% of the fees for the additional quantity in the month in which such excess usage occurred. Cloud_Cloud Services Agreement (CSA)_v090213_«CC>_ENG (EchoSign enabled) Page 3 of 12 Gloria Cabada-Leman E-signed 2014-11-23 08:27PM MST gloria.cabada-leman@oracle.com Manager, CDM :selected: Document Integrity Verified EchoSign Transaction Number: XGPR49VXG5Y4G3M 5.2 Oracle may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) during the Services Period, including to reflect changes in technology, industry practices, patterns of system use, and availability of Third Party Content. The Service Specifications are subject to change at Oracle's discretion; however, Oracle changes to the Service Specifications will not result in a material reduction in the level of performance or availability of the applicable Services provided to You for the duration of the Services Period. 5.3 Your order will specify the Data Center Region in which Your Services Environment will reside. As described in the Service Specifications and to the extent applicable to the Cloud Services that You have ordered, Oracle will provide production, test, and backup environments in the Data Center Region stated in Your order. Oracle and its affiliates may perform certain aspects of Cloud Services, such as service administration and support, as well as other Services (including Professional Services and disaster recovery), from locations and/or through use of subcontractors, worldwide.
440
Scope and Deliverables
7.1 Oracle may make available certain Cloud Services for trial, non-production purposes. Cloud Services for trial purposes must be ordered under a separate agreement. Cloud Services acquired for trial purposes are provided on an "as is" and "as available" basis and may not be used with production data that has not been masked, anonymized or otherwise rendered unreadable. Oracle does not provide technical or other support or offer any warranties for such Services. 7.2 Oracle may make available "conference room pilots" for certain Cloud Services under a separate agreement. Conference room pilots ordered by You are described in Your order and are provided solely for You to evaluate and test the Cloud Services for Your internal business purposes. Conference room pilots are provided by Oracle Cloud_Cloud Services Agreement (CSA)_v090213_«CC>_ENG (EchoSign enabled) Page 4 of 12 Gloria Cabada-Leman E-signed 2014-11-23 08:27PM MST gloria.cabada-leman@oracle.com Manager, CDM :selected: Document Integrity Verified EchoSign Transaction Number: XGPR49VXG5Y4G3M on an "as is" and "as available" basis, and Oracle does not provide technical or other support or offer any warranties for such Services. You may not include any production data in Your conference room pilot Services Environment that has not been masked, anonymized or otherwise rendered unreadable. You may be required to order certain Professional Services as a prerequisite to an order for a conference room pilot. 7.3 Oracle may make available "production pilots" for certain Cloud Services under this Agreement. Production pilots ordered by You are described in the Service Specifications applicable to Your order, and are provided solely for You to evaluate and test Cloud Services for Your internal business purposes. You may be required to order certain Professional Services as a prerequisite to an order for a production pilot.
442
Fees, Expenses, and Invoicing
8.1 All fees payable to Oracle are due within thirty (30) days from the invoice date. Once placed, Your order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your order. You will pay any sales, value-added or other similar taxes imposed by applicable law that Oracle must pay based on the Services You ordered, except for taxes based on Oracle's income. Also, You will reimburse Oracle for reasonable expenses related to providing any Professional Services. Fees for Services listed in an order are exclusive of taxes and expenses. 8.2 You understand that You may receive multiple invoices for the Services You ordered. Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, which may be accessed at http://oracle.com/contracts. 8.3 You agree and acknowledge that You have not relied on the future availability of any Services, programs or updates in entering into the payment obligations in Your order; however, the preceding does not relieve Oracle of its obligation during the Services Period to deliver Services that You have ordered per the terms of this Agreement.
443
Termination and Renewal
9.1 Services provided under this Agreement shall be provided for the Services Period defined in Your order, unless earlier suspended or terminated in accordance with this Agreement or the order. If stated in the Service Specifications, certain Cloud Services that are ordered will Auto Renew for additional Services Periods unless (i) You provide Oracle with written notice no later than thirty (30) days prior to the end of the applicable Services Period of Your intention not to renew such Cloud Services, or (ii) Oracle provides You with written notice no later than ninety (90) days prior to the end of the applicable Services Period of its intention not to renew such Cloud Services. 9.2 Upon the end of the Services, You no longer have rights to access or use the Services, including the associated Oracle Programs and Services Environments; however, at Your request, and for a period of up to 60 days after the end of the applicable Services Period, Oracle will make available Your Content and Your Applications then in the Services Environment for the purpose of retrieval by You. At the end of such 60 day period, and except as may be required by law, Oracle will delete or otherwise render inaccessible any of Your Content and Your Applications that remain in the Services Environment. 9.3 Oracle may temporarily suspend Your password, account, and access to or use of the Services if You or Your Users violate any provision within the 'Rights Granted', 'Ownership and Restrictions', 'Fees and Taxes', 'Use of the Services', or 'Export' sections of this Agreement, or if in Oracle's reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality. Oracle will provide advance notice to You of any such suspension in Oracle's reasonable discretion based on the nature of the circumstances giving rise to the suspension. Oracle will use reasonable efforts to re-establish the affected Services promptly after Oracle determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; however, during any suspension period, Oracle will make available to You Your Content and Your Applications as existing in the Services Environment on the date of suspension. Oracle may terminate the Services under an order if any of the foregoing causes of suspension is not cured within 30 days after Oracle's initial notice thereof. Any suspension or termination by Oracle under this paragraph shall not excuse You from Your obligation to make payment(s) under this Agreement. 9.4 If either of us breaches a material term of this Agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the order under which the breach occurred. If Oracle terminates the order as specified in the preceding sentence, You must pay within 30 days all amounts that have accrued prior to such termination, as Cloud_Cloud Services Agreement (CSA)_v090213_«CC>_ENG (EchoSign enabled) Page 5 of 12 Gloria Cabada-Leman E-signed 2014-11-23 08:27PM MST gloria.cabada-leman@oracle.com Manager, CDM :selected: Document Integrity Verified EchoSign Transaction Number: XGPR49VXG5Y4G3M well as all sums remaining unpaid for the Services under such order plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement, You may not use those Services ordered. 9.5 If You have used an Oracle Financing Division contract to pay for the fees due under an order and You are in default under that contract, You may not use the Services that are subject to such contract. 9.6 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.
444
Technical Support and Services
16.1 Oracle may use tools, scripts, software, and utilities (collectively, the "Tools") to monitor and administer the Services and to help resolve Your Oracle service requests. The Tools will not collect or store any of Your Content or Your Applications residing in the Services Environment, except as necessary to provide the Services or troubleshoot service requests or other problems in the Services. Information collected by the Tools (excluding Your Content and Your Applications) may also be used to assist in managing Oracle's product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license and Services management. 16.2 As part of the Cloud Services, Oracle may provide You with on-line access to download certain Ancillary Programs for use with the Services. If Oracle does not specify separate terms for such Ancillary Programs, then, subject to Your payment obligations, You have the non-exclusive, non-assignable, royalty free, worldwide limited right to use such Ancillary Programs solely to facilitate Your access to, operation of, and/or use of the Services Environment, subject to the terms of this Agreement and Your order, including the Services Specifications. Your right to use such Ancillary Programs will terminate upon the earlier of Oracle's notice (which may be through posting on https://support.oracle.com_or such other URL designated by Oracle), the end of the Cloud Services associated with the Ancillary Programs, or the date on which the license to use the Ancillary Programs ends under the Separate Terms specified for such programs.
451
Procurement and Legal Information
18.1 Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. You agree that such export laws govern Your use of the Services (including technical data) and any Services deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. 18.2 You acknowledge that the Cloud Services are designed with capabilities for You and Your Users to access the Services Environment without regard to geographic location and to transfer or otherwise move Your Content and Your Applications between the Services Environment and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts, as well as export control and geographic transfer of Your Content and Your Applications.
453
Miscellaneous Provisions and General Terms
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. We both will use reasonable efforts Cloud_Cloud Services Agreement (CSA)_v090213_«CC>_ENG (EchoSign enabled) Page 9 of 12 Gloria Cabada-Leman E-signed 2014-11-23 08:27PM MST gloria.cabada-leman@oracle.com Manager, CDM :selected: Document Integrity Verified EchoSign Transaction Number: XGPR49VXG5Y4G3M to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Services and affected orders upon written notice. This Section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services.
454
Agreements and Modifications
21.1 Any notice required under this Agreement shall be provided to the other party in writing. If You have a dispute with Oracle or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Oracle America, Inc., 500 Oracle Parkway Redwood Shores, CA 94065, Attention: General Counsel, Legal Department. 21.2 To request a termination of Services in accordance with this Agreement, You must submit a service request to Oracle at the address specified in Your order or the Service Specifications. 21.3 Oracle may give notices applicable to Oracle's Cloud Services customer base by means of a general notice on the Oracle portal for the Cloud Services, and notices specific to You by electronic mail to Your e-mail address on record in Oracle's account information or by written communication sent by first class mail or pre-paid post to Your address on record in Oracle's account information.
456
Agreements and Modifications
You may not assign this Agreement or give or transfer the Services (including the Oracle Programs) or an interest in them to another individual or entity. If You grant a security interest in any portion of the Services, the secured party has no right to use or transfer the Services or any deliverables, and if You decide to finance Your acquisition of the Services, You will follow Oracle's policies regarding financing which are at http://oracle.com/contracts. The foregoing shall not be construed to limit the rights You may otherwise have with respect to Separately Licensed Third Party Technology licensed under open source or similar license terms.
457
Miscellaneous Provisions and General Terms
23.1 Oracle is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance. You shall defend and indemnify Oracle against liability arising under any applicable laws, ordinances or regulations related to Your termination or modification of the employment of any of Your employees in connection with any Services under this Agreement. You understand that Oracle's business partners and other third parties, including any third party firms retained by You to provide consulting or implementation services or applications that interact with the Cloud Services, are independent of Oracle and are not Oracle's agents. Oracle is not liable for, bound by, or responsible for any problems with the Services arising due to, any acts of any such business partner or third party, unless the business partner or third party is providing Services as an Oracle subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as Oracle would be responsible for Oracle resources under this Agreement. 23.2 If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement. 23.3 Except for actions for nonpayment or breach of Oracle's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued. Cloud_Cloud Services Agreement (CSA)_v090213_«CC»>_ENG (EchoSign enabled) Page 10 of 12 Gloria Cabada-Leman E-signed 2014-11-23 08:27PM MST gloria.cabada-leman@oracle.com Manager, CDM :selected: Document Integrity Verified EchoSign Transaction Number: XGPR49VXG5Y4G3M 23.4 Oracle Programs and Services are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Oracle Programs and Services in such applications. 23.5 You shall obtain at Your sole expense any rights and consents from third parties necessary for Your Content, Your Applications, and Third Party Content, as well as other vendor's products provided by You that You use with the Services, including such rights and consents as necessary for Oracle to perform the Services under this Agreement. 23.6 You agree to provide Oracle with all information, access and full good faith cooperation reasonably necessary to enable Oracle to provide the Services and You will perform the actions identified in Your order as Your responsibilities. 23.7 You remain solely responsible for Your regulatory compliance in connection with Your use of the Services. You are responsible for making Oracle aware of any technical requirements that result from Your regulatory obligations prior to entering into an order governed by this Agreement. Oracle will cooperate with Your efforts to determine whether use of the standard Oracle Services offering is consistent with those requirements. Additional fees may apply to any additional work performed by Oracle or changes to the Services. 23.8 Oracle may audit Your use of the Services (e.g., through use of software tools) to assess whether Your use of the Services is in accordance with Your order and the terms of this Agreement. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written notification any fees applicable to Your use of the Services in excess of Your rights. If You do not pay, Oracle can end Your Services and/or Your order. You agree that Oracle shall not be responsible for any of Your costs incurred in cooperating with the audit. 23.9 The purchase of Cloud Services, Professional Services, or other service offerings, programs or products are all separate offers and separate from any other order. You understand that You may purchase Cloud Services, Professional Services, or other service offerings, programs or products independently of any other order. Your obligation to pay under any order is not contingent on performance of any other service offerings or delivery of programs or products.
458
Agreements and Modifications
24.1 You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, is the complete agreement for the Services ordered by You and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services. 24.2 It is expressly agreed that the terms of this Agreement and any Oracle order shall supersede the terms in any purchase order, procurement internet portal, or other similar non-Oracle document and no terms included in any such purchase order, portal, or other non-Oracle document shall apply to the Services ordered. In the event of any inconsistencies between the terms of an order and the Agreement, the order shall take precedence; however, unless expressly stated otherwise in an order, the terms of the Data Processing Agreement shall take precedence over any inconsistent terms in an order. Except as otherwise permitted in Section 5 (Service Specifications), Section 11 (Data Protection) and Section 15 (Third Party Web Sites) with respect to the Services, this Agreement and orders hereunder may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Oracle Store by authorized representatives of You and of Oracle. No third party beneficiary relationships are created by this Agreement. Cloud_Cloud Services Agreement (CSA)_v090213_«CC»_ENG (EchoSign enabled) Page 11 of 12 Gloria Cabada-Leman E-signed 2014-11-23 08:27PM MST gloria.cabada-leman@oracle.com Manager, CDM :selected: Document Integrity Verified EchoSign Transaction Number: XGPR49VXG5Y4G3M
459
Technical Support and Services
For purposes of the ordering document, toolmiest support consists of annual technical support services you may have ordered for the programs, If ordered, annual wichnical support (including first year and all subsequent years) is provided under Oracle's technical support policies in effect at the time the services are provided. The technical support policics, incorporated in this agrcoment, are subject to change at Oracle's discretion; however, Orcio polloy changes will not result in a material reduction in the lovel of services provided for supported programs during the period for which fees for toolmical support have been paid. You should review the policies prior to entering into the ordering document for the applicable services, You may access the current version of the technical support policies at http:/omale.conv/contrets. Technical support is effective upon the effective date of the ordering document unless otherwise stated In your order. If your order was placed through the Oracle Store, the affective date is the date your order was accepted by Oracle. Software Update License & Support (or say successor technical support offering to Software Update License & Support, "SULS"> Required with your order may be renewed annually and, if you renew SULS for the same number of Hoenses for the same programs, for the first and second renewal years the fee for SU5,& will not increase by more than 4% over the prior year's fees. If your order is fulfilled by a member of Oracle's partner program, the fee for SULS for the first renewal year will be the price quoted to you by your partner; the fee for SULS for the second ronewal year will not increase by more than 4% ovar the prlor year's fees. If you decide to purchase technical support for any license within a license set, you #re requird to purchase technical support at the aurze level for all licensee within that license set, You may desupport a subset of licenses in a license set only if you Agree to beinitiate thet subset of licenses. The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effort ar the thnic of tonniantion. Oracle's license ent definition is available in the current technical support policies. If you decide not to purchase technical support, you may not update any unsupported programs Licenses with now versions of the program.
460
Termination and Renewal
If either of us brenches a material term of this agreement and falls to correct the breach within 50 days of written specification of the breach, then the breaching party is In default and the non-breaching party may tarminate this agreement. If Orucle ends this agreement as specified in the preceding suntence, you must pay within 30 days all amounts which have Recrued prior to goch end, as well as all sums remaining unpaid for programa ordered and/or services received vader this agreement plus related taxes and expenses. If Oracle endie tim license for a program under the Indemnification section, you must pay within 30 days El amounts remaining unpaid for services related to such license pluis related taxes and expenses. Except for nonpayment of fees, the non-breaching party may agree in ifs sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cura the breach. You agree that if you are in default under this agreement, you may not use those programs and/or services ordered. You further agree that if you have used en Oracle Financing Division contract to pay for the frey due under an order and you are in default onder that contract, you may not use the programs and/or services that sru subject to snch contract Provisions that sutvive termination or oxplation are those relating to limitation of liability. infringement indemnity, payment, und others which by their nature pre Intended to survive,
461
Miscellaneous Provisions and General Terms
Noithar of us shall be responsible for failure or delay of porformance if caused by: an act of war, hoadlity, or sabotage; act of Godt electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (itoluding the denial or cancellation of any apot or other Beense); other event outside the wasunable control of the obligated party, We both will use reasonable efforts to mitigate the effect of a force majeure event, If such eront continues for more than 90 days, either of us mity cancel unperformed services upon written notice. This action does not excuse either party's obligation to take reasonable stops to follow its normal disaster recovery procedures or your obligation to pay for programs delivered or services provided.
463
Contractual Definitions and Interpretations
1.1 "Affiliate(s)" shall mean any entity controlled by, controlling, or under common control with Customer. Such entity shall be deemed to be an "Affiliate" only so long as such control exists. Upon request, Customer agrees to confirm the Affiliate status of a particular entity. 1.2 "Ancillary Program(s)" shall mean the third party software delivered with the Programs as specified in one or more Order Forms or the Documentation. 1.3 "Commencement Date" of each Program License shall mean the date I which an Ordered Program is first delivered to Customer. 1.4 "Deliverable(s)" shall mean any materials provided to Customer by Siebel in the course of performing Technical Services as set forth in Exhibit D or Professional Services as set forth in the appropriate Addendum. 1.5 "Documentation" shall mean Siebel's then current on-line help, guides, and manuals published by Siebel and made generally available by Siebel for the Ordered Programs. As of the Effective Date, the Documentation to be provided by Siebel to Customer is described in Exhibit C. 1.6 "Effective Date" shall mean the effective date set forth at the end of this Agreement. 1.7 "Maintenance)Services" shall mean the services provided under Siebel's standard Maintenance Services policy in effect on the date such services are ordered. A copy of Siebel's current Maintenance Services policy is attached as Exhibit B. 1.8 "Order Form(s)" shall mean the document, substantially in the form of Exhibit A, by which Customer orders Program Licenses and related services and which is executed by the parties. Each Order Form shall reference the Effective Date of this Agreement. 1.9 "Ordered Program(s)" shall mean the object code of the software as specified in an Order Form and delivered by Siebel. 1.10 "Pre-Production Program(s)" shall mean a software program which is not generally licensed for commercial use by Siebel, (ii) not listed as generally available in Siebel's marketing literature, or (iii) designated by Siebel as an "Alpha," "Beta," or "Pre-Production" program or release. 1.11 "Program(s)" shall mean (i) the Ordered Programs, and (ii) Updates. Programs shall not include Ancillary Programs. 1.12 "Program License(s)" shall mean each license granted to Customer for a User to use a Program. 1.13 "Supported Platform" shall mean the hardware and software platforms (e.g., database server systems, application server systems, and client systems) that are supported by Siebel as expressly set forth in the Documentation. The requirements for the Supported Platform are subject to change as specified by Siebel in its discretion with thirty (30) days prior written notice to Customer. 1.14 "Training Materials" shall mean any training materials provided in connection with any training courses ordered by Customer and delivered by Siebel as set forth in this Agreement. 1.15 "Update(s)" shall mean a subsequent release of a Program that Siebel makes generally available at no additional charge for Programs receiving Maintenance Services. Updates shall not include any release, option, future product, or any upgrade in features, functionality or performance of the Programs which Siebel licenses separately or offers only for an additional fee; Copyright @ 1999 Siebel Systems, Inc rev991123 . provided, however, that, as long as Customer is current on Maintenance fee obligations, Updates shall include all (i) bug fixes, patches, and maintenance releases, (ii) new point releases denoted by a change to the right of the first decimal point (e.g.,v4.0 to 4.1), and (iii) new major version releases denoted by a change to the left of the first decimal point (e.g.,v4.0 to 5.0). 1.16 "User(s)" shall mean the named or specified (by password or other user identification) individuals authorized by Customer to use Programs, regardless of whether the individual is actively using the Programs at any given time. The maximum number of Users that may use or access the Programs is specified in the Order Form. Users may include the employees of Customer or third parties; provided that such third party is limited to use of the Programs (i) only as configured and deployed by Customer, and (ii) solely in connection with Customer's business operations as conducted by or through such third party, including but not limited to the installation, administration or implementation of the Programs for Customer. Customer agrees that it is responsible for ensuring that any third party usage is in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Users shall exclude any individuals employed by, or acting on behalf or under the direction or control of, a direct competitor of Siebel.
465
Technical Support and Services
:selected: Maintenance Services for Programs. Customer agrees to purchase Maintenance Services for the period specified in the applicable Order Form for each Program licensed pursuant to this Agreement. Siebel reserves the right to alter its standard Maintenance Services policy from time to time using reasonable discretion but in no event shall such alterations result in diminished support from the level of support set forth in Exhibit B. Siebel shall provide Customer with sixty (60) days prior written notice of any material changes to the level of Maintenance Services set forth in Exhibit B. 4.2 Training Services. Siebel will provide training, subject to availability, in accordance with Siebel's Training Services schedule in effect at the time such training is ordered. A copy of Siebel's current Training Services schedule is attached hereto as Exhibit D. 4.3 Technical Services. Siebel will provide technical services, subject to availability, in accordance with Siebel's Technical Services schedule in effect at the time such services are ordered. A copy of Siebel's current Technical Services schedule is attached hereto as Exhibit D. 4.4 Use of Third Parties to Purchase Services. Customer may authorize third parties to purchase services from Siebel on its behalf provided that all such services are provided under the terms of this Agreement.
468
Termination and Renewal
5.1 Term. Each Program License granted under this Agreement shall commence on the applicable Commencement Date and shall remain in effect perpetually unless such Program License or this Agreement is terminated as provided in Section 5.2 or 5.3. 5.2 Termination by Customer for Convenience. Customer may terminate any Program License at any time upon written notice to Siebel. 5.3 Termination By Either Party For Material Breach. Either party may terminate this Agreement or any Program License upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach in detail; provided, however, that Customer may terminate Maintenance Services only if Siebel materially breaches the provisions of Exhibit B and fails to cure, or to begin in good faith to cure, the breach within sixty (60) days following written notice from Customer specifying the breach in detail. In the event of termination of Maintenance Services, Customer shall be liable only for payment for Maintenance Services through the termination date and shall receive a pro-rata refund of any unused prepaid fees. 5.4 Effect of Termination. Termination of this Agreement or any Program License shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer of its obligation to pay all fees that have accrued or are otherwise owed by Customer under any Order Form. The parties' rights and obligations under Sections 2.2, 2.3, 5, 6.1, 7, 8 and 9 shall survive termination of this Agreement. 5.5 Handling of Programs Upon Termination. If a Program License granted under this Agreement terminates, Customer shall (i) cease using the applicable Programs, Documentation, and related Confidential Information of Siebel, and (ii) certify to Siebel within thirty (30) days after termination that Customer has destroyed, or has returned to Siebel, the Programs, Documentation, related Confidential Information of Siebel, and all copies thereof, whether or not modified or merged into other materials.
469
Miscellaneous Provisions and General Terms
Copyright @ 1999 Siebel Systems, Inc rev991123 REU000228.doc Software License and Services Agreement 9.1 Nondisclosure. Each party may have access to information that is confidential to the other party ("Confidential Information"). Siebel's Confidential Information shall include, but not be limited to, the Programs, Ancillary Programs, Documentation, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, the terms and pricing under this Agreement, all information clearly identified in writing at the time of disclosure as confidential and all information which Customer ought reasonably to regard as confidential. Customer's Confidential Information shall include, but not be limited to, its software programs, formulas, methods, know- how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, all information clearly identified in writing at the time of disclosure as confidential, and all information which Siebel ought reasonably to regard as confidential. Confidential Information includes all information received from third parties that either party is obligated to treat as confidential and oral information that is identified by either party as confidential. A party's Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party without use of or reference to the other party's Confidential Information. In addition, this Section 9.1 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that the responding party shall first have given notice to the other party and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. The parties agree, unless required by law, not to make each other's Confidential Information available in any form to any third party (except third parties who are Users as defined hereunder) or to use each other's Confidential Information for any purpose other than in the performance of this Agreement. Customer shall not disclose the results of any performance tests of the Programs to any third party without Siebel's prior written approval. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of this Agreement. The parties agree to hold each other's Confidential Information in confidence during the term of this Agreement and for a period of three (3) years thereafter; provided, however, that with respect to source code, the Siebel Data Model Reference Manual, the Siebel Data Mart Data Model Reference, and other highly sensitive confidential information clearly identified as such at the time of disclosure by either party, the nondisclosure obligations set forth herein shall continue indefinitely. Each party's additional obligations regarding the Siebel Data Model Reference Manual and Siebel Data Mart Data Model Reference are set forth in Exhibit C. Each party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section 9.1 and that such breach would cause irreparable harm to the non-breaching party; therefore, the non- breaching party shall be entitled to seek immediate injunctive relief, in addition whatever remedies it might have at law or under this Agreement. This Section 9.1 constitutes the entire understanding of the parties and supersedes all prior or contemporaneous agreements, representations or negotiations, whether oral or written, with respect to Confidential Information. 9.2 Dispute Resolution: Any dispute arising out of, or relating to, the validity, performance, interpretation or construction of this Agreement, which cannot be resolved amicably between the parties, shall be finally settled by binding arbitration, to be conducted in the city of London, England in the English language, in accordance with the arbitration rules of the United Nations Commission on International Trade Law ("UNCITRAL"). Any arbitration proceedings under this Section 9.2 shall be conducted before a panel of three (3) independent and impartial arbitrators, one of which shall be designated by each of the parties hereto, and the third of which, who shall be the chairman of the arbitration panel, shall be designated by the other two arbitrators. Either party hereto may initiate arbitration proceedings under this Section 9.2 by providing written notice thereof to the other party hereto. Any such notice of arbitration shall include the name of the arbitrator designated by the party giving notice. The other party hereto shall respond within thirty (30) days after the date of notice of arbitration, specifying the name of the arbitrator designated by that other party. The two arbitrators shall then designate the third arbitrator within thirty (30) days after the date on which the second arbitrator has been designated. The decision and award of the arbitration panel shall be (i) in writing, stating the reasons therefor; (ii) based solely on the 4 Copyright @1999 Siebel Systems, Inc rev991123 terms and conditions of this Agreement, as interpreted under the laws of England; (iii) binding upon the parties; and (iv) enforceable in any court of competent jurisdiction. All information related to the arbitration proceedings described herein shall be deemed Confidential Information and subject to the restrictions on disclosure contained in Section 9.1 of this Agreement. Notwithstanding the foregoing, in the event of an actual or threatened breach of Customer's obligations regarding Siebel's intellectual property rights or Siebel's Confidential Information, Siebel shall be entitled to immediately seek specific performance of Customer's obligations under this Agreement, as well as further relief as granted by a court of competent jurisdiction. This Agreement and all matters arising out of or relating to this Agreement shall be govemed by the laws of England. 9.3 Notices. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given upon (i) the date sent by confirmed facsimile, (ii) on the date it was delivered by courier, or (iii) if by certified mail return receipt requested, on the date received, to the addresses set forth above and to the attention of the signatory of this Agreement or to such other address or individual as the parties may specify from time to time by written notice to the other party. 9.4 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. 9.5 Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for nonpayment or breach of Siebel's proprietary rights in the Programs or Documentation, no action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has accrued. 9.6 Delivery. All materials provided by Siebel hereunder shall be delivered to Customer on a FCA (Incoterms 1990) basis from Siebel's shipping facility located in either Galway, Ireland or from such other Siebel facility as may be designated by Siebel within its reasonable discretion; at which point title to the carrier media and risk of loss or damage to the materials shall be transferred from Siebel to Customer. Nothing in this Section shall be deemed to transfer title to, or provide Customer with any rights in, the Programs, Deliverables or Documentation, except as specifically provided in this Agreement. 9.7 Export Controls. Customer agrees to comply fully with all applicable export laws and regulations including, but not limited to the U.S. Export Administration Regulations and all other relevant US export laws and regulations (collectively, " Export Controls"). Without limiting the generality of the foregoing, Customer expressly agrees that it shall not, and shall cause its representatives to agree not to, export, directly or indirectly, re-export, divert, or transfer the Programs, Documentation or any direct product thereof to any destination, company or person restricted or prohibited by Export Controls. 9.8 Relationship Between the Parties. Siebel is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. 9.9 Safety and Security. Siebel will comply and will ensure that its employees comply with the reasonable safety and security regulations of the Customer applying at any premises of the Customer while on Customer's premises, provided that Customer shall first have given Siebel full details of such regulations. 9.10 Entire Agreement. This Agreement, together with the attached exhibits which are incorporated by reference, constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement and such exhibits. Neither party shall have any remedy in respect of any untrue statement made to it by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. No other act, document, usage or custom shall be deemed to amend or modify this Agreement. REU000228.doc Software License and Services Agreement 9.11 Counterparts and Exchanges by Fax. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by fax shall be sufficient to bind the parties to the terms and conditions of this Agreement. The Effective Date of this Agreement shall be EXECUTED BY REUTERS LIMITED Signature: Hun. Name: MARCHANY Title: DIRECTOR Date: 29/02/00 JEAN-CLAUDE EXECUTED BY: SIEBEL SYSTEMS IRELAND, LTD. :selected: ignature: Seaños Ville Name: SEAMUS KILBANE Title: DIRECTOR- SIEBEL IRELAND Date: 7th March 2000 DATE. APPROVED 6/3/00 Copyright @ 1999 Siebel Systems, Inc rev991123 5 Software License and Services Agreement REU000228.doc ent By: Siebel Systems; +44 1784 494902; 29-Feb-00 15:47; Page 2/4
473
Procurement and Legal Information
This Order Form hereby incorporates the terms of this Agreement. To the extent that the terms of the Agreement between the parties are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable. the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. CUSTOMER NAME: REUTERS LIMITED Effective Date of Software License and Services Agreement Number of Server Systems: One (1) Version of the Ordered Programs: 99.5 Relational Database Management System: Oracle v(8.0.5) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER El Sales Enterprise (Base Application) 700 $ 688.50 Siebel Field Service (Base Application) 500 $ 994.50 Siebel Encyclopedia : 1,200 $ 127.50 Siebel Office ·A minimum of 7001 $ 127.50 Siebel Calendar A minimum of 7001 $ 51.00 Siebel Reports A minimum of 4001 $ 127.50 Siebel Executive Information System (EIS) A minimum of 4001 $ 127.50 Siebel Contracts A minimum of 5001 $ 127.50 Siebel Campaigns A minimum of 1001 $ 127.50 Siebel CTI TBD1 $ 127.50. Siebel Remote A minimum of 4251 $ 127.50 Siebel Anywhere A minimum of 4251 $ 127.50 Siebel Workflow Manager A minimum of 1,2001 $ 127.50 Siebel Assignment Manager A minimum of 1,2001 $ 127.50 Siebel InterActive A minimum of 7001 $ 229.50 Siebel Quotes A minimum of 4001 $ 127.50 Siebel Revenue Forecasting A minimum of 4001 $ 127.50 Siebel Product Forecasting A minimum of 4001 $ 127.50 Siebel Proposal Generator A minimum of 4001 : $ 178.50 Siebel Target Account Selling. A minimum of 4001 $ 127:50 el Product Configurator A minimum of 1001 $1.377.00 el Service Assistant 500 $ 127,50 Siebel E-mail Agent 500 $ 51.00 Additional Siebel Language Extensions- 99 English - US 3 $ 0.00 Siebel eBusiness Base Application 1 Serversª $ 51,000.00 Siebel eSales Base Concurrent User A minimum of 20 Concurrent Users1.ª $ 2,550.00 Siebel eShopping Basket A minimum of 20 Concurrent Users1,8 Included with Siebel eSales Siebel eOrders :A minimum of 20 Concurrent Users1.3 Included with Siebel eSales Siebel eCatalog A minimum of 20 Concurrent Users13 Included with Siebel eSales Siebel eConfigurator A minimum of 20 Concurrent Users 13 Included with Siebel eSales Siebel Tools 10 $ 12,750.00 Siebel BusObject Designer 10 Included with Siebel Tools Siebel Application Upgrader 10 Included with Siebel Tools Siebel. VB_ 10 Included with Siebel Tools Siebel SHEGDEEL Pisfaces. 10 Included with Siebel Tools. Siebel Database Extension Baringer Included with Siebel Teds Siebel Report Designer 10 Included with Siebel Tools Siebel System Software A minimum of 1,2001 $ 255.00 Siebel Administration Manager A minimum of 1,2001 Included with System Software Copyright 199 Siebel Systems, Inc tev991123. Software License and Services Agreement .6 REU000229b.doc +44 1784 494902; ent By: Siebel Systems; 29-Feb-00 15:47; Page 3/4 Siebel Marketing Manager A minimum of 1,2001 Included with System Software Siebel Enterprise Integration Manager A minimum of 1,2001 Included with System Software Siebel Remote Server: · A minimum of 1,2001 Included with System Software Siebel Server Manager A minimum of 1,2001 Included with System Software Siebel eSales 99 - named user 1 $ 1,785.00 Additional Siebel Language Extensions - 99 French TBD1 $ 25.50 Siebel Advanced Search TBD $ 51.00 Siebel Data Quality TBD1 $ 102.00 Siebel Expense Reporting TBD1 $ 76.50 Siebel Incentive Compensation TBD1 $ 255.00 Siebel Salas Assistant TBD1 $ 127.50 Siebel Customer Service Integration TBD1 $ 127.50 Siebel Sales Handheld TBD1 $ 510.00 Siebel. Com Server TBD1 : $ 51,000.00 Siebel eMarketing named user TBD1 $ 1,020.00 Siebel &Service concurrent user TBD1 $2,550.00 Siebel InterActive concurrent user TBD1 $1,530.00 Siebel eCollaboration TBD1 $ 153.00 Siebel Thin Client TBD1 TBD1 $ 102.00 el Presentations TBD' $ 178.50 el Order Entry $ 127.50 Siebel Professional Services TBD* $ 255.00 Siebel Resource Assignment TBD' $ 51.00 Siebel Time Management & Reporting TBD1 $ 76.50 Siebel Agreements TBD $ 178.50 1 To be determined pursuant to Section 2 of the Additional Terms and Conditions set forth below in this Exhibit A. 2 This Program is licensed on a per-server basis, not a Named User basis. This Order Form sets forth the number of application servers on which Customer may copy, install, and use these Programs. Customer may copy, install and use these Programs on additional servers only upon payment of additional Program License Fees, " This Program is licensed on a concurrent User basis, not a Named User basis. This Order Form sets forth the maximum number of Users that may concurrently use or access the Programs. Customer may copy, install and use these Programs for additional concurrent Users only upon payment of additional Program License Fees. "Price per named User above does not include the related Content Services subscription, available from Siebel at then-current subscription rates. ANCILLARY PROGRAMSS: PRODUCT VERSION® Sybase SQL Anywhere 15.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only). V3x MS ODBC Drivers v3.x " The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. " Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) pollcation servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. aditional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable on or before March 18, 2000. $ 3,551,716 MAINTENANCE SERVICES: Customer hereby purchases :selected: :unselected: Standard Level [] Gold Level :unselected: Platinum Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for one (1) year period commencing on the applicable Commencement Date. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be :selected: fifteen percent :unselected: twenty-two percent (22%) a twenty-seven percent (27%) of the cumulative Total Program License Fees: provided, however, that Siebel may increase such lee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee Increase at least thiny (30). days prior to the end of the previous annual period, and (Il) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable quarterly, in arrears, with the first payment due as set forth below and the payment every quarter" thereafter due in arrears. :unselected: Copyright 199 Siebel Systems, Inc rev991123 Software License and Services Agreement' REU000229b.doc ent By: Siebel Systems; +44 1784 494902; 29-Feb-00: 15:48; Page 4/4 Total Fees for First Year's Maintenance Services Maintenance Fees shall be due and payable quarterly in arrears within thirty (30) days from the date of invoice with the first payment due on May 31, 2000. $ 532,757 TECHNICAL SERVICES: Total Fees for Technical Services due and payable within thirty (30) days from the date of invoice $ 160,000 Services shall comprise One (1) Dedicated TAM Package: consisting of 80 TAM days, and 20 Expert Service days to be taken within a period of 16 weeks TOTAL: Total Program License Fess, First Year's Maintenance Services Fees, and Technical Servicea Fees : $ 4,244,473 ADDITIONAL TERMS AND CONDITIONS: 1. Discount on Future Orders: Provided Customer has timely pald all Program Licensa Fees as provided herein, and has fulfilled all other material obligations under this Agreement, Customer (including its Affiliates, as defined in Section 1.1) may place future orders ("Future Orders') of Program Licenses of any generally available and released Siebel Sales Enterprise or Siebel Field Service Enterprise or Siebel eBusiness products or product options or modules at a fifty-two point five percent (52.5%) discount off Siebel's then current List Price as of the date of Future Order. provided that (i) such Future Orders must represent a binding non -. cancelable commitment on Customer's part and must be placed in a minimum Increment of five hundred thousand dollars $500,000 in Program License Fees; (ii) Customer delivers and completes Future Orders as provided herein prior to July 01, 2002; (Ill) the Total Program License Fees relating to such additional licenses shal be due and payable net 30 days from the delivery of such Programs to Customer, and (iv) the Programs are still generally available as of the date of such Future Order. 2. Pool of Funds Arrangement: Of the three milion five hundred and fifty one thousand seven hundred and sixteen dollars ($3,551,716) in Program license fees due hereunder three million and fifty thousand three hundred and ten dollars ($3,050,310) represents Program license fees for the fixed and minimum number of named Users for certain Programs as specified above. In order to provide greater flexibility in determining the exact configuration for its Users, during the period from the Commencement Date until August 29, 2000 thereafter (the "Interim Period"), Customer may deploy any configuration of the Programs set forth harein that are generally available and currently on Siebel's Price List, subject to the following restrictions: (I) at no time during such Interim Period may the total number of Users for. each respective Base Application and other Programs, when multiplied by the Price per Named User for each respective Program as listed in this Order Form, exceed in the aggregate five hundred and one thousand four hundred and sixty six dollars ($501,466) ("Pooled Program License Fees'); (ii) Customer notifies Siebel in writing on or before the end of the Interim Period of the exact number of named Users for each Program listed in this Order Form where the total number of Users for each respective Program indicated in such notice multiplied by the Price per Named User for each respective Program as listed in this Order Form shall not exceed in the aggregate the Pooled Program License Fees; and (iii) as individual Program Licenses are deployed for production use to Users, the corresponding Program Licenses for such deployed Programs shall become fixed and the Pooled Program License Fee shall be reduced by the applicable Price per Named User for such deployed ams. Customer agrees and acknowledges that the foregoing arrangement is solely for the convenience of Customer and that the inability of Customer to determine the final configuration for its Users as of the Effective Date of this Agreement, during the Interim Period, and thereafter, shall in no way affect Siebel's delivery obligations under this Agreement which shal be satisfied. upon delivery of a master copy of the Ordered Programs, in accordance with the terms and. conditions of this Agreement. ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LIMITED Signature: Name: MARCHAND JEAN-CLAUDE Name: SEAMUS LILBANE SIEBEL SYSTEMS IRELAND, LTD. Signature: Seaños Kill Title: DIRECTOR Date: 14/02/00 Copyright - 1980 Siebel Systems, Inc Title: DIRECTOR-SIEBEL IRELAND Date: 7th March 2000 DA 6/3/00 8 Software License and Services Agreement APPROVED REU000229b.dos Atu
474
Technical Support and Services
At any given time, provided that Customer has paid the applicable Maintenance Services fees, Siebel shall provide support for (a) the then current version of the Programs enumerated in Order Forms executed pursuant to an applicable Software License and Services Agreement, and (b) the immediately preceding version of such Programs, but only for a period of six (6) months following the release of the then current version that is made generally available, provided that all such Programs are then generally available from Siebel and are operated on a Supported Platform. Such Programs are referred to in this Policy as the "Supported Programs." 1. MAINTENANCE Maintenance covers Supported Programs during both implementation and production use of such Programs. Siebel will use reasonable commercial efforts to cure, as described below, reported and verifiable errors in Supported Programs so that such Programs perform in all material respects the functions described in the associated Documentation. Siebel recognizes four severity levels of Supported Program errors or issues: Severity 1 - Critical Business Impact. Customer's production use of the Supported Programs is stopped or so severely impacted that the Customer cannot reasonably continue work. Siebel will begin work on the Supported Program error within one hour of notification during Technical Support's normal business hours and will engage development staff until an acceptable workaround is achieved. Severity 2 - Significant Business Impact. Important Supported Program features are unavailable with no acceptable workaround. Customer's plementation or production use of the Supported Programs is continuing but not stopped; however, there is a serious impact on the Customer's productivity and/or service levels. Siebel will begin work on the Supported Program error within two hours of notification during Technical Support's normal business hours and will engage development staff until an acceptable workaround is achieved. Severity 3 - Some Business Impact. Important Supported Program features are unavailable but a workaround is available, or less significant Supported Program features are unavailable with no reasonable workaround. Customer's work, regardless of the environment or product usage, has minor loss of operational functionality or implementation resources. Siebel will provide initial response regarding the requested information or documentation clarification within twenty-four (24) hours of notification during Technical Support's normal business hours and will consider a workaround, if appropriate, and Supported Program enhancements for inclusion in a subsequent Update. Severity 4 - Minimal Business Impact. Customer requests information, an enhancement, or documentation clarification regarding the Supported Programs but there is no impact on the operation of the Supported Programs. Customer's implementation or production use of the Supported Programs is continuing and there is no work being impeded at the time. Siebel will provide initial response regarding the requested information or documentation clarification within forty-eight (48) hours of notification during Technical Support's normal business hours and will consider Program enhancements inclusion in a subsequent Supported Program Update. Siebel will provide Customer with a single copy of the fix or workaround on suitable media. Customer will distribute the fix or workaround to Supported Programs as necessary. 2. UPDATES Siebel shall, from time to time, in its sole discretion, make Updates to Supported Programs available to Customer at no additional charge. If Customer transfers the Supported Program to a hardware and/or software platform which is not supported by Siebel at the time of such transfer, Siebel shall continue to provide to Customer Updates which operate on a Supported Platform and Siebel shall have no further obligation to fix errors which occur when the Program is run on any platform other than the Supported Platform. Notwithstanding the foregoing, Customer shall remain obligated to pay for Maintenance Services ordered by Customer prior to such transfer. 3. SUPPORT 3.1 Customer shall establish and maintain the organization and processes to provide "First Line Support" for the Supported Programs directly to Users. First Line Support shall include but not be limited to (a) a direct response to Users with respect to inquiries concerning the performance, functionality or operation of the Supported Programs, (b) a direct response to Users with respect to problems or performance deficiencies with the Supported Programs, (c) a diagnosis of problems or performance deficiencies of the Copyright @ 1999 Siebel Systems, Inc rev991123 Supported Programs, and (d) a resolution of problems or performance deficiencies of the Supported Programs. 3.2 If after reasonable commercial efforts Customer is unable to diagnose or resolve problems or performance deficiencies of the Supported Programs, Customer shall contact Siebel for "Second Line Support" and Siebel shall provide support for the Supported Programs in accordance with Siebel's then current policies and procedures for Second Line Support. Customer shall provide Siebel with the necessary remote access (e.g. modem) to Customer's Supported Platform so that Siebel may, at its option, provide remote diagnostic capability. Siebel does not assure performance of the maintenance services described herein if such remote access is not provided by Customer when requested by Siebel. 3.3 Siebel shall establish and maintain the organization and processes to provide Second Line Support for the Supported Programs to Customer. Second Line Support shall be provided to Customer only if, after reasonable commercial efforts, Customer is unable to diagnose and/or resolve problems or performance deficiencies of the Supported Programs. Second Line Support shall be provided to up to two designated Siebel trained representatives of Customer. Siebel shall not provide Second Line Support directly to Users. 3.4 Second Line Support shall include but not be limited to (i) a diagnosis of problems or performance deficiencies of the Supported Programs and (ii) a resolution of problems or performance deficiencies of the Supported Programs according to the terms set forth in Section 1 of this Exhibit B. 3.5 Second Line Support shall be provided primarily through the technical service, Siebel SupportWeb (generally accessible on a 24x7 basis excepting any downtime experienced due to periodic maintenance or network unavailability) and secondarily through email and telephone support as provided during Siebel Technical Support's normal business hours in the United Kingdom i.e., from 9:00 a.m. GMT to 5:00 p.m. GMT on regular UK business days, holidays excepted. 3.6. Gold Level Maintenance Services. In addition to the standard Maintenance Services provided to Customer as set forth herein, if Customer pays the applicable Gold Level Maintenance fees, Customer will receive the following Gold Level Support Services: 24x7 Support. Gold Level telephone support is provided 24 hours a day, 7 days a week for Severity 1 and production usage Severity 2 issues. 24 x 7 service may include pager service during off peak hours. For all other issues, standard support is provided as described above. Additional Designated Contacts. Gold Level Support customers may have up to a total of six(6) Siebel-trained designated contacts. On-Site Technical Services. On-Site technical services are available for Severity 1 and production usage Severity 2 issues on a mutually agreed to, as needed basis. Corporate Sponsor. All Gold Level Support customers receive a corporate sponsor from Siebel. 3.7 Platinum Level Maintenance Services. In addition to the Gold Level Maintenance Services provided to Customer as set forth herein, if Customer pays the applicable Platinum Level Maintenance fees, Customer will receive the following Platinum Level Support Services Personal Support. A technical support engineer (and back-up) will be assigned to personally handle customer support requests. Additional Designated Contacts. Platinum Level Support customers may have up to a total of nine(9) Siebel-trained designated contacts 4. MAINTENANCE AND SUPPORT FEES 4.1 Annual fees for Maintenance Services as described herein shall be as set forth in the Order Form. In the event Customer acquires additional Program Licenses pursuant to this Agreement, maintenance fees will be 9 REU000228.doc Software License and Services Agreement payable on the same terms except, however, that the first installment shall be pro-rated for the balance of the annual period referenced above such that all subsequent fees for Maintenance Services shall be payable on the same anniversary date for all Program Licenses granted pursuant to this Agreement. 4.2 If Customer wishes to add a database management system that is a Supported Platform and operate both database management systems simultaneously, Customer may do so by providing Siebel fifteen (15) days prior written notice and paying any applicable fees. 4.3 Siebel may, at its sole option, reinstate lapsed Maintenance Services in accordance with its then current policies upon payment by Customer of the applicable reinstatement fee. 5. EXCLUDED SERVICES The following services are outside the scope of Siebel's Maintenance Services: 5.1 Service for Programs which have been subject to unauthorized modification by Customer. 5.2 Service for Programs for which all required maintenance releases have not been implemented by Customer. 5.3 Service which becomes necessary due to: (i) failure of computer hardware or equipment or programs not covered by this schedule; or (ii) any cause or causes beyond the reasonable control of Siebel (e.g., floods, fires, ss of electricity or other utilities), negligence of Customer or any third party, operator error, improper use of hardware or software or attempted maintenance by unauthorized persons. 5.4 Services performed at the Customer's site unless the parties mutually agree otherwise. 6. OTHER TERMS Except as stated in this Maintenance Services Policy, services shall be subject to the terms and conditions of the applicable Software License and Services Agreement between Siebel and Customer. :selected: Copyright @ 1999 Siebel Systems, Inc rev991123 10 Software License and Services Agreement REU000228.doc
475
Reports and Documentation
DESCRIPTION OF DOCUMENTATION: Siebel provides the following Documentation with the Ordered Programs at no additional charge: on-line help for all licensed Users, one (1) printed copy of the Data Model Reference Manual, one (1) printed copy of the Data Mart Data Model Reference (if applicable), and one (1) electronic copy (from which Customer may print up to three (3) printed copies) of the Installation and Upgrade Guide, Administration Guide and Release Notes as well as the Documentation that applies to the Ordered Programs. Additional Documentation is available from Siebel at its then-current rates. Siebel reserves the right to add, delete or modify the Documentation at any time. DATA MODEL REFERENCE MANUAL SUPPLEMENTAL CONFIDENTIALITY TERMS AND CONDITIONS: The following additional terms and conditions apply to Siebel's provision of the Siebel Data Model Reference Manual and/or Siebel Data Mart Data Model Reference (collectively and individually, the "Data Model") to Customer. The Data Model shall be governed by the terms that apply to Programs under the Agreement, except that with respect to the Data Model, the nondisclosure obligations set forth in Section 9.1 ("Nondisclosure") of the Agreement shall not be limited to the period equal to the term of the Agreement plus three (3) years, but shall continue perpetually. 1. Authorized Employees and Authorized Contractors. Customer may disclose the Data Model only to employees and contractors who (i) require access thereto for a purpose authorized by the Agreement, and (ii) have personally signed the Access Log which is set forth as the initial page of the Data Model. Such employees and contractors are hereby designated "Authorized Employees" and "Authorized Contractors." Notwithstanding the foregoing, if (i) Siebel reasonably believes that any employee or contractor is engaged in the integration, customization or other development-related activities of products similar to or competitive with Siebel's products either for its own benefit or for the benefit of a third party ("Similar Product Development"), and Customer cannot assure Siebel to its reasonable satisfaction that such employee or contractor, while engaged in supporting such development activities, will be able to refrain from commingling or sharing any portion of the Data Model with any such Similar Product Development, or (ii) Siebel reasonably believes that the Data Model may not be properly safeguarded by any employee or contractor, Siebel shall notify Customer in writing and, upon receipt of such notification, Customer shall immediately terminate such employee's or contractor's access to the Data Model. Customer shall promptly provide abel the original of the Access Log upon request. In the event Siebel disapproves of an employee or contractor in accordance with the foregoing, Siebel shall provide customer prompt notice of such disapproval no later than fifteen (15) days following Customer's having provided Siebel with the original of the Access Log. Siebel shall be deemed to have accepted all employees and contractors who have signed the Access Log until Siebel notifies Customer to the contrary. Any breach of the Agreement by an employee or contractor of Customer shall be deemed to be a breach by Customer. 2. Procedures for Handling the Data Model. Siebel shall ensure that the Data Model will be appropriately identified as Siebel's Confidential Information before being made available to Customer hereunder. Customer shall ensure that the same degree of care is used to prevent the unauthorized use, dissemination, or publication of the Data Model as Customer uses to protect its own confidential trade secret information of a like nature (i.e., other highly-sensitive proprietary technical data and information of Customer such as source code). Customer shall not disclose any portion of the Data Model to third parties, with the exception of Authorized Employees and Authorized Contractors as set forth in Section 1 above. Customer shall maintain one master copy of the Data Model and Customer will designate one employee ("Data Model Access Coordinator") who shall be responsible for controlling all access to such master copy. All hard copies of the Data Model must be kept in a locked drawer, cabinet or room at all times when not in use. Customer may not reproduce any portion of the Data Model for any purpose. If Customer wishes to obtain additional hard copies of the Data Model, Siebel shall provide Customer additional copies, as reasonably necessary, at Siebel's then-current price. 3. Trade Secrets. The Data Model and any part thereof constitute trade secrets of Siebel and/or its suppliers, and will be used by Customer only in accordance with the terms of this Agreement. Customer shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Data Model by the Authorized Employees and Authorized Contractors. Copyright @1999 Siebel Systems, Inc rev991123 11 Software License and Services Agreement REU000228.doc
476
Technical Support and Services
TECHNICAL SERVICES: Siebel Technical services provide customers with in-depth technical familiarity and business process expertise to assist with Siebel Sales Enterprise system installations, pilot projects and production rollouts, including the following: (a) Consulting Services which may include: (c) Expert Services which may include: · Project Management . Business Analysis · Design & Implementation · Architecture · Application · Database . Operations & Support . Knowledge transfer · Helpdesk . End user training development & delivery Operational procedures (b) Technical Account Management by Siebel Technical Account Managers who may provide the following technical services: · Technical Reviews . Configuration & Design System Architecture . . Interface Mappings Territory Assignment · Implementation Services . Configuration Kickoff · Configuration Resource Support · Hardware Capacity Planning · System Performance Tuning · Application Server Resource Support · Act as the lead Siebel technical advisor for Customer's implementation · Support and assist the Customer project team in areas of end user requirements, data interfaces, enterprise technical architecture, training and design and configuration TYPE POSITION 1,2 Consulting Services, Technical Account Management (TAM) (other than TAM Packages) 3 Associate $125/hour Staff $200/hour TAM, Senior Consultant, or Expert Services Staff Specialist Manager, Principal Consultant, Senior TAM, or Director $300/hour Other Implementation Services Expert $225/hour Services Senior Specialist $250/hour 1 Customer will be responsible for all reasonable travel and living expenses incurred by Siebel. 2 A minimum engagement duration of one (1) day is required. Technical Services are billed on an hourly basis; rates shown above assume an eight (8)-hour day. Siebel reserves the right to change the technical services provided and related rates at any time. 3 TAM packages are available for volume purchases of Technical Account Management and Technical Services. TRAINING SERVICES: TRAINING COURSE1 NUMBER OF STUDENT DAYS ORDERED DAYS COST/STUDENT/DAY4 EXTENDED COST PROJECT TEAM TRAINING2 $500 IN US $550 IN UK OR GERMANY END USER TRAINING3 As QUOTED CUSTOMER ON-SITE TRAINING 4 DAYS COST/DAY5 $4,000 TOTAL 1 Training courses currently available from Siebel as of the Effective Date. Siebel reserves the right to add, delete or modify the training courses and any related fees at any time. Training courses shall be offered to the Customer on consecutive days. 2 Siebel offers a curriculum for System Administrators, Project Managers and Application Developers. Classes are offered at selected education centers. For detailed course descriptions, course schedules, and registration information, please refer to the Siebel University portion of the website. 3 Siebel offers a suite of customized end user educational services. These services include on-site Education Requirements Analysis (ERA), Instructional Design, Courseware Development, and Instructional Delivery. ERA includes needs analysis, role-based audience analysis, and delivery method evaluation and selection. Instructional Design and Development provides training materials, hands-on lab exercises, instructor notes, train-the-trainer sessions, as well as providing end-user education delivery. Please contact the Siebel End-User Education department for details. 4 Customer will be responsible for: (i) facilities, equipment and set-up, (ii) all reasonable travel and living expenses incurred by Siebel personnel in the event the training courses are not offered at Siebel's San Mateo facility. 5 A minimum of eight (8) students is required and a maximum of twelve (12) students is permitted. An additional $400 per day, per student is charged beyond twelve (12) students. On-site course setup fee of $1,000 is required for on-site training. Copyright 1999 Siebel Systems, Inc rev991123 12 Software License and Services Agreement REU000228.doc
477
Work Orders and Project Management
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between SIEBEL SYSTEMS IRELAND, LTD., with its principal place of business at, IDA Business Park Dangan, Galway, Ireland ("Siebel"), and REUTERS LIMITED, with its principal place of business at 85 Fleet Street, London EC4P 4AJ . To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 Fleet Street, London EC4P 4AJ, UK Effective Date of Order Form: Effective Date of Software License and Services Agreement: March 7, 2000 ber of Server Systems: One (1) Maximum Number of Named Users: Fifty (50) Version of the Ordered Programs: SIEBEL 2000 Relational Database Management System: ORACLE (V.8.1.5) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel Call Center (Base Application) 50 $ 926.25 Siebel Sales Assistant 84 $ 118.75 Siebel eMail Response 50 $ 142.50 Siebel Encyclopedia 50 $ 118.75 Siebel SmartScript 50 $ 166.25 Siebel Tools 10 $ 11,875.00 Siebel System Software 50 $ 237.50 ANCILLARY PROGRAMS1: PRODUCT VERSION ase SQL Anywhere v5.x be Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x MS ODBC Drivers v3.x 1 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 2Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable on or before September 29, 2000 $ 208,287.50 1 REUExA1000915_1b.doc :selected: ₹ MAINTENANCE SERVICES: Customer hereby purchases Gold Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for a five and a half (5 1/2) month period commencing on September 14, 2000 and ending on February 28, 2001. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Standard Maintenance Services shall be fifteen percent (15%) :selected: Standard Level :unselected: :selected: :unselected: twenty-two percent (22%) of theTotal Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. Total Annual Maintenance Fees for the Programs licensed hereunder: $ 14,319.80 $ 14,319.80 for the balance of the maintenance period beginning September 14, 2000 and ending February 28, 2001, due and payable on or before September 29, 2000 TOTAL : Total Program License Fees and Maintenance Services Fees $ 222,607.30 ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LTD. SIEBEL SYSTEMS IRELAND, LTD. Signature: Name: Signature: Name: Title: Title: Date: Date: 2 REUExA1000915_1b.doc
478
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between SIEBEL SYSTEMS IRELAND, LTD., with its principal place of business at, IDA Business Park Dangan, Galway, Ireland ("Siebel"), and REUTERS LIMITED, with its principal place of business at 85 Fleet Street, London EC4P 4AJ . To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 Fleet Street, London EC4P 4AJ , UK Effective Date of Order Form: fective Date of Software License and Services Agreement: Number of Server Systems: One (1) Maximum Number of Named Users: Nine hundred and eighty six (986) Version of the Ordered Programs: Relational Database Management System: PROGRAMS: March 7, 2000 ORACLE (v.8.1.5) SIEBEL 2000 (v.6.2.1) PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel Call Center (Base Application) 811 $828.75 Siebel Professional Services (Base Application) 175 $786.25 Siebel Encyclopedia TBD (*) $106.25 Siebel Office TBD (*) $106.25 Siebel Reports A minimum of 1057 (*) $106.25 Siebel Executive Information System (EIS) TBD (*) $106.25 Siebel Incentive Compensation TBD (*) $212.50 Siebel Order Entry TBD (*) $106.25 Siebel Contracts TBD (*) $106.25 Siebel Remote TBD (*) $106.25 Siebel Anywhere TBD (*) $106.25 Siebel Workflow TBD (*) $148.75 Siebel Assignment Manager TBD (*) $106.25 Siebel Quotes TBD (*) $106.25 Siebel Revenue Forecasting TBD (*) $106.25 Siebel Product Forecasting TBD (*) $106.25 Siebel Proposals TBD (*) $148.75 Siebel Sales Assistant TBD (*) $106.25 Siebel Configurator A minimum of 15 (*) $1,147.50 Siebel Pricer TBD (*) $170.00 Siebel Professional Services A minimum of 317 $212.50 Siebel Tools A minimum of 5 (*) $10,625.00 Upgrade : Sales to Call Center A minimum of 115 (*) $255.00 Siebel eReport Server TBD (*) $255.00 Siebel eMarketing2 TBD Concurrent Users (*) $2,125.00 Siebel ePersonalization2 TBD Concurrent Users (*) Included with Siebel eMarketing Siebel Advanced Database Extensibility TBD $2,125.00 Siebel eCollaboration TBD (*) $425.00 Siebel eTraining Manager (Named Users) TBD $106.25 Siebel Agreements TBD (*) $148.75 Siebel eAssignment Manager2 TBD Concurrent Users (*) $170.00 Siebel Sales Wireless TBD (*) $212.50 Siebel Replication Manager TBD (*) $106.25 Copyright Siebel Systems Ireland, Ltd 1 REU ExA3 001214a.doc Siebel .COM Server3 TBD (*) $42,500.00 Siebel eMarketing Manager4 TBD (*) $425.00 Siebel System Software 986 $212.50 () To Be Determined pursuant to Section 1 of the Additional Terms and Conditions set forth below in this Exhibit A3 2 This Program is licensed on a concurrent User basis, not a Named User basis. This Order Form sets forth the maximum number of Users that may concurrently use or access the Programs. Customer may copy, install and use these Programs for additional concurrent Users only upon payment of additional Program License Fees. 3 This Program is licensed on a per-server basis, not a Named User basis. This Order Form sets forth the number of application servers on which Customer may copy, install, and use these Programs. Customer may copy, install and use these Programs on additional servers only upon payment of additional Program License Fees. 4 Siebel Marketing Enterprise and all related Programs are licensed for use with only one (1) On-Line Analytical Processing (OLAP) server. Customer may copy, install and use these Programs with additional customer records or on additional OLAP servers only upon payment of additional Program License Fees. ANCILLARY PROGRAMS5: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)6 v3.x MS ODBC Drivers v3.x The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to customer. 6Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Fixed Program License Fees for the Programs set forth in this Order Form with fixed quantities of Users $1,298,566.25 Total Pooled Program License Fees $1,247,814.00 Total Program License Fees for the Programs licensed hereunder, due and payable net thirty (30) days from delivery of the Programs. $2,546,380.25 MAINTENANCE SERVICES: Customer hereby purchases :selected: Standard Level :unselected: Gold Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for fourteen and a half (14 1/2) month period commencing on December 15, 2000 and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Standard Maintenance Services shall be fifteen percent (15%) :selected: :unselected: twenty-two percent (22%) of theTotal Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. Total Annual Maintenance Fees for the Programs licensed hereunder: $381,957.03 $381,957.03 for the balance of the maintenance period beginning December 15, 2000 and ending February 28, 2002, due and payable thirty (30) days net from the date of invoice TECHNICAL SERVICES: Total Fees for Technical Services due and payable within thirty (30) days net from the date of invoice $60,000.00 TOTAL: Total Program License Fees, Maintenance Services Fees and Technical Services Fees $2,988,337.28 ADDITIONAL TERMS AND CONDITIONS: 1. Pool of Funds. Of the $2,546,380.25 in Program license fees due hereunder, $1,298,566.25 represents Program license fees for the number of named Users for certain Programs as specified above. In order to provide greater flexibility in determining the exact configuration for its Users, during the period from the Commencement Date until 15 June 2001 the "Interim Period"), Customer may Copyright Siebel Systems Ireland, Ltd 2 REU ExA3 001214a.doc deploy any configuration of the Base Application and other Programs, up to a maximum of 986 named Users, subject to the following restrictions: (i) at no time during such Interim Period may the total number of Users for each respective Base Application and other Programs, when multiplied by the price per Named User for each respective Program as listed in this Order Form, exceed in the aggregate $1,247,814.00 ("Pooled Program License Fees"); (ii) Customer notifies Siebel in writing on or before the end of the Interim Period of the exact number of named Users for each Program listed in this Order Form where the total number of Users for each respective Program indicated in such notice multiplied by the price per Named User for each respective Program as listed in this Order Form shall not exceed in the aggregate the Pooled Program License Fees; and (iii) as individual Program Licenses are deployed for production use to Users, the corresponding Program Licenses for such deployed Programs shall become fixed and the Pooled Program License Fee shall be reduced by the applicable price per Named User for such deployed Programs. Customer agrees and acknowledges that the foregoing arrangement is solely for the convenience of Customer and that the inability of Customer to determine the final configuration for its Users as of the Effective Date of this Exhibit A3 (Order Form), during the Interim Period, and thereafter, shall in no way affect Siebel's delivery obligations under this Agreement which shall be satisfied upon delivery of a master copy of the Ordered Programs, in accordance with the terms and conditions of this Agreement. 2. Future Orders of Program Licenses on or before December 1st, 2001: Provided Reuters has timely paid all Program License fees as provided herein and has fulfilled all other material obligations under the Agreement and this Exhibit A3, Reuters may purchase, via a single one-off order, Program Licenses of Programs within the Siebel Call Center and the Siebel Professionnal Services horizontal product lines that are generally available as of the Effective Date of this Exhibit A3 at a discount of sixty percent (60%) from the list price as of the Effective Date of the Future Order for such Programs ("Single One-off Future Order"); provided: (i) the Single One-off Future Order must represent a binding non-cancelable commitment on its part with no additional terms and conditions and must be in a minimum total net amount of no less than $1,400,000.00 in Program License Fees, (ii) Reuters must deliver a signed Order Form (substantially in the form of this Exhibit A3) for the Single One-off Future Order to Siebel on or before December 1st, 2001, (iii) the Programs are still generally available as of the date of the Single One-off Future Order; (iv) Reuters agrees to purchase Maintenance Services relating to such Single One-off Future Order at the then current published price for such services, and (v) the total Program License fees relating to such Single One-off Future Order shall be due and payable within 30 days from the delivery of such Programs to Reuters. ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LTD. Signature: Name: Title: Date: SIEBEL SYSTEMS IRELAND, LTD. Signature: Name: Title: Date: 3 REU ExA3 001214a.doc Copyright ) Siebel Systems Ireland, Ltd
479
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between SIEBEL SYSTEMS IRELAND, LTD., with its principal place of business at, IDA Business Park, Dangan, Galway, Ireland ("Siebel"), and REUTERS LIMITED, with its principal place of business at 85 Fleet Street, London, EC4P 4AJ, United Kingdom. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 FLEET STREET, LONDON, EC4P 4AJ, UNITED KINGDOM Effective Date of Order Form: Effective Date of Software License and Services Agreement: ber of Server Systems: One (1) Maximum Number of Named Users: Version of the Ordered Programs: Relational Database Management System: March 7, 2000 Eight Hundred Eighty-Seven (887) SIEBEL 2000 (v6.0.1) ORACLE (v8.1.6) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel Replication Manager 887 $ 118.75 ANCILLARY PROGRAMS1: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x MS ODBC Drivers v3.x 1 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 2 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable net thirty (30) days from delivery of Programs $ 105,331 MAINTENANCE SERVICES: Customer hereby purchases :selected: Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for an eleven and a half (111/2) month period commencing on March 14, 2001 and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be :selected: fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. 1 REU ExA4 010313b_1.docdoc :selected: $ 15,141 Total Annual Maintenance Fees for the Programs licensed hereunder: $15,141, for the balance of the first annual maintenance period beginning March 14, 2001 and ending on February 28, 2002, due and payable net thirty (30) days from delivery of the Programs; and $15,799, per year thereafter, due and payable in advance TOTAL: Total Program License Fees and Maintenance Services Fees $ 120,472 ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LTD. SIEBEL SYSTEMS IRELAND, LTD. Signature: Signature: Name: Name: Title: Date: Date: :selected: 2 REU ExA4 010313b_1.docdoc GHAZALA ILYAS 44 207 542 5785
480
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between SIEBEL SYSTEMS IRELAND, LTD., with its principal place of business at, IDA Business Park, Dangan, Galway, Ireland ("Siebel"), and REUTERS LIMITED, with its principal place of business at 85 Fleet Street, London, EC4P 4AJ, United Kingdom. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 FLEET STREET, LONDON EC4P 4AJ, UNITED KINGDOM Effective Date of Order Form: Effective Date of Software License and Services Agreement: :selected: ber of Server Systems: One (1) İmaximum Number of Named Users: Sixty-Three (63) Version of the Ordered Programs: SIEBEL 2000 (v6.0.1) Relational Database Management System: ORACLE (V8.1.6) March 7, 2000 PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel Call Center (Base Application) 63 $926.25 Siebel eMail Response 63 $356.25 Siebel Encyclopedia 63 $118.75 Siebel Sales Assistant 63 $118.75 Siebel Anywhere 63 $118.75 Siebel Campaigns 63 $118.75 Siebel Executive Information System (EIS) 63 $118.75 Siebel Reports 63 $118.75 Siebel Calendar 63 $47.50 Siebel Office 63 $118.75 Siebel SmartScript 63 $166.25 el Workflow 63 $166.25 Del Assignment Manager 63 $118.75 Siebel System Software 63 $237.50 ANCILLARY PROGRAMS1: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x MS ODBC Drivers v3.x 1 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 2 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable net thirty (30) days from delivery of Programs $ 179,550 1 REU ExA5 010328b . MAINTENANCE SERVICES: Customer hereby purchases :selected: Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for an eleven (11) month period commencing on March 30, 2001 and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be :selected: fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. Total Annual Maintenance Fees for the Programs licensed hereunder: $ 3,135 $3,135, for the balance of the first annual maintenance period beginning March 30, 2001 and ending on February 28, 2002, due and payable net thirty (30) days from delivery of the Programs; and $3,420, per year thereafter, due and payable in advance TOTAL: Total Program License Fees and Maintenance Services Fees $ 25,935 ORDER ACCEPTED AND ACKNOWLEDGED: :unselected: TERS LTD. Signature: SAAtthar Name: STEVE ARTHERS Title: GLOBAL CUSTOMER SERVICE DIRECTORS SIEBEL SYSTEMS IRELAND, LTD. Signature: Name: Date: 28/3/01. Title: Date: 2 REU ExA9 010328b
481
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between SIEBEL SYSTEMS IRELAND, LTD., with its principal place of business at, IDA Business Park, Dangan, Galway, Ireland ("Siebel"), and REUTERS LIMITED, with its principal place of business at 85 Fleet Street, London, EC4P 4AJ, United Kingdom. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 FLEET STREET, LONDON EC4P 4AJ, UNITED KINGDOM Effective Date of Order Form: Effective Date of Software License and Services Agreement: Number of Server Systems: imum Number of Named Users: Version of the Ordered Programs: Relational Database Management System: ORACLE (V8.1.6) March 7, 2000 One (1) Thirty-Four (34) SIEBEL 2000 (v6.0.1) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel Field Service (Base Application) 34 $926.25 Siebel Sales (Field Service Option) (Base Application) 34 $237.50 Siebel Workflow 34 $166.25 Siebel Revenue Forecasting 34 $118.75 Siebel Assignment Manager 34 $118.75 Siebel System Software 34 $237.50 ANCILLARY PROGRAMS1: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x ODBC Drivers v3.x The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 2 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable net thirty (30) days from delivery of Programs $ 61,370 MAINTENANCE SERVICES: Customer hereby purchases :selected: Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for an eleven and a half (111/2) month period commencing on March 14, 2001 and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be :selected: fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (il) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. 1 REU ExA6 010313b.doc :unselected: $ 8,821 Total Annual Maintenance Fees for the Programs licensed hereunder: $8,821, for the balance of the first annual maintenance period beginning March 14, 2001 and ending on February 28, 2002, due and payable net thirty (30) days from delivery of the Programs; and $9,205, per year thereafter, due and payable in advance TOTAL: Total Program License Fees and Maintenance Services Fees $ 70,191 ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LTD. SIEBEL SYSTEMS IRELAND, LTD. Signature: Name: Signature: Name: Title: Title: Das! Date: :selected: 2 REU ExA6 010313b.doc
482
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between SIEBEL SYSTEMS IRELAND, LTD., with its principal place of business at, IDA Business Park, Dangan, Galway, Ireland ("Siebel"), and REUTERS LIMITED, with its principal place of business at 85 Fleet Street, London, EC4P 4AJ, United Kingdom. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 FLEET STREET, LONDON EC4P 4AJ, UNITED KINGDOM Effective Date of Order Form: Effective Date of Software License and Services Agreement: nber of Server Systems: Maximum Number of Named Users: Version of the Ordered Programs: Relational Database Management System: March 7, 2000 One (1) Three Hundred Fifty (350) SIEBEL 2000 (v6.0.1) ORACLE (v8.1.6) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel eChannel 350 $237.50 Siebel Partner Manager (Base Suite) 10 $2,375 ANCILLARY PROGRAMS1: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x MS ODBC Drivers v3.x 1 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 2 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) pplication servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable net thirty (30) days from delivery of Programs $ 106,875 MAINTENANCE SERVICES: Customer hereby purchases :selected: Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for an eleven and a half (111/2) month period commencing on March 14, 2001 and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be :selected: fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (il) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. 1 REU ExA7 010313b.doc $ 15,363 Total Annual Maintenance Fees for the Programs licensed hereunder: $15,363, for the balance of the first annual maintenance period beginning March 14, 2001 and ending on February 28, 2002, due and payable net thirty (30) days from delivery of the Programs; and $16,031, per year thereafter, due and payable in advance TOTAL: Total Program License Fees and Maintenance Services Fees $ 122,238 ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LTD. Signature: Name: Date: SIEBEL SYSTEMS IRELAND, LTD. Signature: Name: Title: Date: 2 REU ExA7 010313b.doc
483
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between SIEBEL SYSTEMS IRELAND, LTD., with its principal place of business at, IDA Business Park, Dangan, Galway, Ireland ("Siebel"), and REUTERS LIMITED, with its principal place of business at 85 Fleet Street, London, EC4P 4AJ, United Kingdom. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 FLEET STREET, LONDON EC4P 4AJ, UNITED KINGDOM Effective Date of Order Form: Effective Date of Software License and Services Agreement: mber of Server Systems: One (1) aximum Number of Named Users: Eight (8) Version of the Ordered Programs: SIEBEL 2000 (v6.0.1) Relational Database Management System: ORACLE (V8.1.6) March 7, 2000 PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel Call Center (Base Application) 8 $926.25 Siebel eMail Response 8 $356.25 Siebel Encyclopedia 8 $118.75 Siebel Sales Assistant 8 $118.75 Siebel Anywhere 8 $118.75 Siebel Campaigns 8 $118.75 Siebel Executive Information System (EIS) 8 $118.75 Siebel Reports 8 $118.75 Siebel Calendar 8 $47.50 Siebel Office 8 $118.75 Siebel SmartScript 8 $166.25 bel Workflow 8 $166.25 bel Assignment Manager 8 $118.75 Siebel System Software 8 $237.50 ANCILLARY PROGRAMS1: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x MS ODBC Drivers v3.x 1 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 2 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable net thirty (30) days from delivery of Programs $ 22,800 1 REU ExA9 010328b MAINTENANCE SERVICES: Customer hereby purchases :selected: Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for an eleven (11) month period commencing on March 30, 2001 and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be :selected: fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (il) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. Total Annual Maintenance Fees for the Programs licensed hereunder: $24,688 $24,688, for the balance of the first annual maintenance period beginning March 30, 2001 and ending on February 28, 2002, due and payable net thirty (30) days from delivery of the Programs; and $26,932, per year thereafter, due and payable in advance TOTAL: Total Program License Fees and Maintenance Services Fees $ 204,238 ORDER ACCEPTED AND ACKNOWLEDGED: JTERS LTD. Signature: SAAnther Name: SARTHERS Title: GLOBAL SERVICE DIRECTOR Date: 29/3/01 SIEBEL SYSTEMS IRELAND, LTD. Signature: Name: Title: Date: 2 REU ExA5 010328b Martin Robinson To: Per Varnemalm/STO/SE/Reuters@Reuters <mrobinson@siebel.c cc: Steve Arthers/GVA/CH/Reuters@Reuters, Mark om> Mitchell/LON/GB/Reuters@Reuters, Tom 28/03/01 15:35 Cassidy/GVA/CH/Reuters@Reuters, Peter Grant <pgrant@siebel.com>, Jacques Kazazian/GVA/CH/Reuters@Reuters Subject: Siebel eCRM orders for 30/3/01 Header: Internal Use Only Per, As per Peter Grants instructions, please find attached two order forms for the eCRM project, the are two component parts. Exhibit 5 and Exhibit 9. These numbers have been provided to me by Mark Mitchell and Jacques Kazazian respectively. Exhibit A5 - 63 Clients for Mark Mitchell, these are against Steve Arthers cost centre.(Requires Steve Arther signature) Exhibit A9 - 8 Clients for Jacques Kazizian on his own cost centre. The two projects when netted together bring us over the minimum purchase order value of $200,000 net which enables us to offer the Volume discount of 52.5% discount. As highlighted in my previous mail, Sielhail are moving to a new pricing structure which will make the eCRM configuration of modules more expensive, we would therefore like to close these projects from our ledger before the new pricing comes into affect on 1/4/01. If we could aim to get the respective orders forms signed by signed by Steve and Jacques prior to 30/3/01, then it will save us being put in the position of having to re-quote and the various business managers within Reuters re-adjust budgets. I will continue to liaise with your self to help facilitate quick expedition of these two orders. I will work closely with Tom Cassidy's team to tie these orders in with the correct EA1 and Internal PR. It is also worth noting we can recognise the orders with-out Reuters official PO numbers, I can add these into our system after 30/3/01, but a faxed copy of both orders will suffice for me be able to guarantee the pricing as mentioned in the order forms as long as they both arrive on or before 30/3/01. If you could arrange the two orders to be signed with all fields in the signature box filled out and faxed back to myself on +31 20 540 1001. I can then complete the background paper work with Martin Griffin and Tom Cassidy and yourself, with regards to invoicing, cost centre association, PR, EA1 alignment and shipment with due diligence, but safe in the knowledge there will be no price changes. Hope this is satisfactory. Martin Robinson Senior Account Executive (UK) Saba Systems Inc. Jachthavenweg 118 :selected: :selected: eCRM Forecast for Siebel Licenses after 52.5% discount (dollar value per month) for SAA's Cost center Values based on eCRM position of USD 2.85 K < Just type value eg 2.85 eCRM USD Forecast - SAA Cost Center Only Manager Team Months January February March April May June July August September October November | December Total Value of New Required 1 A Cuthbertson* CRM-Asia - - 1 25.65 - 17.10 - - - 42.75 2 B Wallet & S Delatte CRM-Europe - 14.25 14.25 14.25 - - - - - 42.75 3 M Yates CRM-UK - 14.25 14.25 14.25 , - - - - 42.75 45.60 4 D Rooney CRM-US 11.40 - 1 34.20 - - - - - 5 M Mitchell Support, SC & JS 5.70 - - - ʻ - - - - - 5.70 Cost of additional licenses (deployment phasing) 17.10 28.50 28.50 88.35 - - 17.10 - 179.55 Excludes Jan deployment of licenses purchased in 2000. Above doller values based on March 2001 forecaste for number of positions required given below. eCRM Desktop Forecast - SAA Cost Center Only Manager Team Months January February March April May June July August September October November December Total New Required 15 1 A Cuthbertson* CRM-Asia 0 0 9 6 15 2 B Wallet & S Delatte CRM-Europe 15 5 5 5 15 3 M Yates CRM-UK 18 6 5 5 5 16 4 D Rooney CRM-US 4 4 12 2 5 M Mitchell Support, SC & JS 5 2 63 New Requirement 42 6 6 10 10 311 .0 0 6 0 0 0 Installed Base Already Deployed 42 48 54 64 74 105 105 105 111 111 111 111 Prepared by M_Mitchell 29/03/01 Page 1 FILE : DIESEL APPENDIX V: PURCHASE REQUISITION -> 1om C. Entity Cost Centre Reference Date Code Name COUB 632 CUSTOMER SERVICE C5 Details Of Expenditure Account Code Description (For capital expenditure RIN's are required) Local Currency Amount Operating 63 eCRM licences according to the attached schedule at USD 2850 179,550 Covering additional CRMC licences for the rest of 2001 as follows: Asia 15, Europe 15, UKI 15, US, 16, Central groups 2 Capital TOTAL Exchange Rate 1.0 GBP Converted 179550.0 179550.0 dgeted ? Yes If No, finance rep to confirm that compensating savings found ? Y /N If savings not found, has relevant FD/GFC approval been obtained ? Y /N spend request part of 'Approved Plan Project' (Y)? If Yes provide project PR reference. s request been referred to Global Sourcing via the Midas Gateway ? NA Justification (attach further details if necessary) Raised By Finance support Mgt approval AUTHORISATION (per local delegated Authority Matrix) Name Email Address or Signature S Arthers S_Arthers@Reuters.com G Albutt Note 1. Copy to fixed assets accounting for all capex, other PRs over £25k. created Feb 2001
484
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between SIEBEL SYSTEMS IRELAND, LTD., with its principal place of business at, IDA Business Park, Dangan, Galway, Ireland ("Siebel"), and REUTERS LIMITED, with its principal place of business at 85 Fleet Street, London, EC4P 4AJ, United Kingdom. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in UNITED STATES DOLLARS, unless otherwise stated. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 FLEET STREET, LONDON EC4P 4AJ, UNITED KINGDOM Effective Date of Order Form: Effective Date of Software License and Services Agreement: March 7, 2000 ber of Server Systems: One (1) Maximum Number of Named Users: Two (2) Version of the Ordered Programs: SIEBEL 2000 (v6.0.1) Relational Database Management System: ORACLE (V8.1.6) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel Tools 2 $11,875 ANCILLARY PROGRAMS1: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x MS ODBC Drivers v3.x 1 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 2 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable net thirty (30) days from delivery of Programs $ 23,750 MAINTENANCE SERVICES: Customer hereby purchases :selected: Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for an eleven (11) month period commencing on March 30, 2001 and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be :selected: fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. 1 REU ExA10 010330b.doc Total Annual Maintenance Fees for the Programs licensed hereunder: $ 3,265 $ 3,265, for the balance of the first annual maintenance period beginning March 30, 2001 and ending on February 28, 2002, due and payable net thirty (30) days from delivery of the Programs; and $ 3,562, per year thereafter, due and payable in advance TOTAL: Total Program License Fees and Maintenance Services Fees $ 27,015 ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LTD. Signature: Name: Title: SIEBEL SYSTEMS IRELAND, LTD. Signature: Name: Title: Date: 2 REU ExA10 010330b.doc
485
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between the parties. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. The parties acknowledge and agree that for purposes of this Order Form Exhibit A12 the term "Siebel" as used in the Agreement shall mean Siebel Systems EMEA Limited, with its principal place of business at IDA Business Park Dangan, Galway, Ireland. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 FLEET STREET, LONDON EC4P 4AJ, UNITED KINGDOM Effective Date of Order Form: Effective Date of Software License and Services Agreement: 7 March 2000 Number of Server Systems: rsion of the Ordered Programs: SIEBEL SALES 2000 (v.6.3) Relational Database Management System: ORACLE (v.8.1.6) One (1) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel Sales 2000 (Base Application) 300 $1,923.75 Siebel Sync 20001 300 $47.50 Siebel Remote Client 2000 300 $118.75 Siebel Anywhere 2000 300 $118.75 Siebel Quotes 2000 300 $118.75 Siebel Forecasting 300 $166.25 Siebel Proposals & Presention 2000 300 $237.50 Siebel Target Account Selling 2000 300 $118.75 Siebel Customer Service Integration 2000 300 $118.75 Siebel eBriefings 20002 300 $118.75 1 All Users of this Program must also be authorized to use the appropriate corresponding Siebel Base Application. 2 Price per named User above does not include the related Content Services subscription, available from Siebel at its then-current subscription rates. ANCILLARY PROGRAMS3: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)4 v3.x MS ODBC Drivers v3.x 3 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 4 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable net at anytime on or before 29 June 2001 $ 926,250.00 Copyright @ 2000 Siebel Systems Ireland, Ltd. Rev. 010425 Siebel Systems EMEA Limited 1 010627b2ExA12.doc MAINTENANCE SERVICES: Customer hereby purchases Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for an eight (8) month period commencing on 29 June 2001 and ending on 28 February 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. Total Initial Maintenance Fees for the Programs licensed hereunder for the balance of the maintenance period beginning 29 June 2001 and ending 28 February 2002, due and payable net thirty (30) days from delivery of Programs $ 92,625.00 TOTAL: * Total Program License Fees and Initial Maintenance Services Fees $ 1,018,875.00 ADDITIONAL TERMS AND CONDITIONS: 1. Future Orders of Program Licenses on or before 1 September 2001: Provided Reuters Limited has timely paid all Program License fees as provided herein and has fulfilled all other material obligations under this Agreement, and provided Reuters Limited has executed this Exhibit A12, and those of Exhibits A13, A14, inclusive prior to 29 June 2001, Reuters Limited may purchase additional Siebel Program Licenses Programs that are generally available as of the Effective Date of this Order Form at a discount of Seventy- Nine point Six Three (79.63%) from the then-current list price for such Programs ("Initial Future Order"); provided: (i) the Initial Future Order must represent a binding non-cancelable commitment on its part with no additional terms and conditions and must be in a minimum net amount of no less than $20,088,169.00 (payment with order) in Program License Fees, (ii) Reuters Limited must deliver a signed Order Form (substantially in the form of this Exhibit A12) for the Initial Future Order to Siebel on or before 1 September 2001, (iii) the Programs are still generally available as of the date of the Initial Future Order; (iv) Reuters Limited agrees to purchase Maintenance Services relating to such Initial Future Order at the then current published price for such services, and (v) the total Program License fees relating to such Initial Future Order shall be due and payable upon execution of the Initial Future Order Form. Notwithstanding anything to the contrary in the foregoing, with respect to any Programs that are eligible for a discount under this Section, in the event that Siebel owes any royalties to third parties as a result of licensing such Programs to Reuters Limited pursuant to a Initial Future Order, Reuters Limited shall pay Siebel the amount of royalty fee payments that Siebel is obligated to pay to any such third parties, in addition to the discounted Program license fees described herein. 2. Future Orders of Program Licenses on or before 29 June 2004: Provided that Reuters Limited undertakes the Initial Future Order and has executed this Exhibit A12, and those of Exhibits A13 and A14 inclusive as stated in Section 1 of the Additional Terms and Conditions above, and provided Reuters Limited has timely paid all Program License fees as provided herein and has fulfilled all other material obligations under this Agreement, Reuters Limited may purchase Siebel Program Licenses that are generally available as of the Effective Date of this Order Form at a discount of Seventy Five percent (75%) from the then-current list price for such Programs ("Future Order"); provided: (i) the Future Order must represent a binding non-cancelable commitment on its part with no additional terms and conditions and must be in a minimum net amount of no less than $ 200,000 in net Program License Fees, (ii) Reuters Limited must deliver a signed Order Form (substantially in the form of this Exhibit A12) for the Future Order to Siebel on or before 29 June 2004, (iii) the Programs are still generally available as of the date of the Future Order; (iv) Reuters Limited agrees to purchase Maintenance Services relating to such Future Order at the then current published price for such services, and (v) the total Program License fees relating to such Future Order shall be due and payable within 30 days from the delivery of such Programs to Reuters Limited. Notwithstanding anything to the contrary in the foregoing, with respect to any Programs that are eligible for a discount under this Section, in the event that Siebel owes any royalties to third parties as a result of licensing such Programs to Reuters Limited pursuant to a Future Order, Reuters Limited shall pay Siebel the amount of royalty fee payments that Siebel is obligated to pay to any such third parties, in addition to the discounted Program license fees described herein 3. Validity of the Order: The parties agree that the business terms, including without limitation, the discounts and Program prices, except as otherwise stated, as agreed in the this Exhibit A12 and those of Exhibits A13 and A14 shall be available to the Customer at anytime prior to the 29th June 2001. ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LIMITED SIEBEL SYSTEMS EMEA LIMITED Signature: Signature: Name: Name: Title: Title: Date: Copyright @ 2000 Siebel Systems Ireland, Ltd. Rev. 010425 Date: Siebel Systems EMEA Limited 2 010627b2ExA12.doc
486
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between the parties. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. The parties acknowledge and agree that for purposes of this Order Form Exhibit A13 the term "Siebel" as used in the Agreement shall mean Siebel Systems EMEA Limited, with its principal place of business at IDA Business Park Dangan, Galway, Ireland. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 FLEET STREET, LONDON EC4P 4AJ, UNITED KINGDOM Effective Date of Order Form: Effective Date of Software License and Services Agreement: ymber of Server Systems: One (1) version of the Ordered Programs: Relational Database Management System: ORACLE (v.8.1.6) 7 March 2000 SIEBEL ECHANNEL 2000 (v.6.3) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel eChannel 2000 300 $ 237.50 ANCILLARY PROGRAMS1: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x MS ODBC Drivers v3.x 1 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 2 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable net at anytime on or before 29 June 2001 $ 71,250.00 MAINTENANCE SERVICES: Customer hereby purchases Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for an eight (8) month period commencing on 29 June 2001 and ending on 28 February 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. Total Initial Maintenance Fees for the Programs licensed hereunder for the balance of the maintenance period beginning 29 June 2001 and ending 28 February 2002, due and payable net thirty (30) days from delivery of Programs $ 7,125.00 Copyright @ 2000 Siebel Systems Ireland, Ltd. Rev. 010425 Siebel Systems EMEA Limited 1 010627bExA13.doc TOTAL: Total Program License Fees and Initial Maintenance Services Fees ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LIMITED Signature: Name: Title: Date: Copyright @ 2000 Siebel Systems Ireland, Ltd. Rev. 010425 $ 78,375.00 SIEBEL SYSTEMS EMEA LIMITED Signature: Name: Title: Date: Siebel Systems EMEA Limited 2 010627bExA13.doc
487
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between the parties. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. The parties acknowledge and agree that for purposes of this Order Form Exhibit A14 the term "Siebel" as used in the Agreement shall mean Siebel Systems EMEA Limited, with its principal place of business at IDA Business Park Dangan, Galway, Ireland. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 FLEET STREET, LONDON EC4P 4AJ, UNITED KINGDOM Effective Date of Order Form: Effective Date of Software License and Services Agreement: amber of Server Systems: One (1) Maximum Number of Named Users: Fifty (50) Version of the Ordered Programs: SIEBEL ETRAINING 2000 (v.6.3) Relational Database Management System: 7 March 2000 ORACLE (v.8.1.6) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel eTraining 2000 50 $2,375.00 Siebel eTraining Manager 2000 47 $118.75 ANCILLARY PROGRAMS1: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x MS ODBC Drivers v3.x 1 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. " Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable net at anytime on or before 29 June 2001 $124,331.25 MAINTENANCE SERVICES: Customer hereby purchases Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for an eight (8) month period commencing on 29 June 2001 and ending on 28 February 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. Total Initial Maintenance Fees for the Programs licensed hereunder for the balance of the maintenance period beginning 29 June 2001 and ending 28 February 2002, due and payable net thirty (30) days from delivery of Programs $ 12,433.12 Copyright @ 2000 Siebel Systems Ireland, Ltd. Rev. 010425 Siebel Systems EMEA Limited 1 010627bExA14.doc TOTAL: Total Program License Fees and Initial Maintenance Services Fees ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LIMITED Signature: Name: Title: Date: Copyright @ 2000 Siebel Systems Ireland, Ltd. Rev. 010425 $ 136,764.37 SIEBEL SYSTEMS EMEA LIMITED Signature: Name: Title: Date: Siebel Systems EMEA Limited 2 010627bExA14.doc
488
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between the parties. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. The parties acknowledge and agree that for purposes of this Order Form Exhibit A18 the term "Siebel" as used in the Agreement shall mean Siebel Systems EMEA Limited, with its principal place of business at IDA Business Park Dangan, Galway, Ireland. CUSTOMER NAME: REUTERS LIMITED Customer Address: 85 FLEET STREET LONDON EC4P 4AJ, UNITED KINGDOM Effective Date of Order Form: Effective Date of Software License and Services Agreement: Alumber of Server Systems: imum Number of Named Users: Fifty (50) Version of the Ordered Programs: Relational Database Management System: March 7,2000 One (1) SIEBEL 2000.3 (v.6.3. ENGLISH) ORACLE (V.8.1.6.) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel Marketing 2000 1Base Suite 50 $ 1,923.75 Siebel Marketing Manager 50 $ 950.00 Siebel Marketing Server - unlimited records (phone, fax, and direct mail campaigns)1, 2 1 Server $ 475,000.00 1 Siebel Marketing Enterprise and all related Programs are licensed for use with only one (1) On-Line Analytical Processing (OLAP) server. Customer may copy, install and use these Programs with additional customer records or on additional OLAP servers only upon payment of additional Program License Fees. 2 This Program is licensed on a per-server basis, not a Named User basis. This Order Form sets forth the number of application servers on which Customer may copy, install, and use these Programs. Customer may copy, install and use these Programs on additional servers only upon payment of additional Program License Fees. ANCILLARY PROGRAMS3: PRODUCT VERSION base SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)4 v3.x MS ODBC Drivers v3.x 3 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 4 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable on or before September 28, 2001 $ 618,687.00 MAINTENANCE SERVICES: 1 Copyright @ 2000 Siebel Systems Ireland, Ltd. REUEXA18010921b1.docREUEXA18010921b1.docREUEXA18010921b.doe Rev. 010425 Siebel Systems EMEA Limited 1 - Customer hereby purchases :selected: Standard Level :unselected: Gold Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for a Five (5)month period commencing on September 21, 2001 and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be :selected: fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. Total Annual Maintenance Fees for the Programs licensed hereunder: $ 38,668.00 $ 38,668.00 for the balance of the first annual maintenance period beginning September 20, 2001 and ending February 28, 2002, due and payable on or before September 28, 2001 $92,803.05 per year thereafter TOTAL: Total Program License Fees and First Year's Maintenance Services Fees $ 657,355.00 ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LIMITED SIEBEL SYSTEMS EMEA LIMITED Signature: Name: Title: Date: Signature: Name: Title: Date: - Copyright @ 2000 Siebel Systems Ireland, Ltd. REUEXA18010921b1.docREUEXA18010921b1.docREUEXA18010921b.doe Rev. 010425 2 Siebel Systems EMEA Limited :selected: 7.NOV. 2001 13:29 From- 05-11-2001 10:51 A DE WOLF & WOLTERS T-550 NR. 075'VU8 S. 7/8
489
Procurement and Legal Information
-- - This Order Form hereby incorporates the terms of Software License and Services Agreement ( Agreement") between the parties. To th extent that the terms of the Agreement are in conflict with the terms and conditions of this order Form, the terms and conditions of the Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. A monetary denominations shall be In United States dolars, unless otherwise stated. The parties acknowledge and agree that for purposes of this Order Form Exhibit A19 the term "Sleber" as used In the Agreement sha mean Siebel Systems EMEA Limited, with its principal place of business at IDA Business Park Dangan, Galway, Ireland, CUSTOMER NAME: REUTERS L'TO. Customer Address: 85 Fleet Street London, EC4P AAJ, England Effective Date of Order Form: Effective Date of Software License and Services Agreement Number of Server Systems! Maximum Number of Named Users; One Hundred and inTUBO SIEBEL 20003 (.631 on of the Ordered Programs: Relational Database Management System: ORACLE N.B. 161 March 7, 2000 One (1) 1 PROGRAMS: PROGRAME LIGENDER NUMBER OF NAMES USES PRICEPER NAMED USER Gjaber Feld Services Additional Licenses 118 5 825 25 Stabel Executive Information System (EIB) Additional Licences 115 $ 118.75 Biebel Contracts 2000 115 $ 118.75 Slabel SmartSedet 2010 178 $ 165.95 Siebel Workflow - Additional Licenses @ 165.85 Siebel Ascenment Manager - Additional Leenssa 115 $ 118.75 Siebel Service Assistant - Additional Licenses 115 $ 118.75 Stobal sMal Response 9000 $ 356.25 Siebel System Software - Additional Licenses $ 937.50 ANCILLARY PROGRAMS !: . PRODUCT VERSION Sybase SQL Anywhere 18% Adobe Acrobat Reader Interselv DataDirect Closed ODBC Diver (for Oracle RDBMS only" V3.X hoặc Drivers ne Anclary Programs and any related requirements are subject to change as specified by stepet in lis discretion on Inny (30) days prior whiten notice to Customer, & Stabel provides Customer the flowing copies of the Interselv DataDirect Closed ODBC Driver al no additional charge: tun (2) copies for use on up to live (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for Bach Nicaneed Uger of the Global Tools Program. Additional coples may be licensed from Siebel for an additional leense foca Total Program License Fos for the Programs licensed hereunder, due and payable Thirty (0) days not from delivery of Programs $ 267,62.50 .. REL EXA19 0100S-AFLEXA46-0448086.de9 Globe Systeme EMEA Limited Copyright a 2000 Siebel Systems Ireland, Ltd. 1 - Rev. 010425 :unselected: :unselected: :unselected: į 7.NOV.2001 13:29 Prom- A DE WOLF & WOLTERS 05-11-2001 10:51 INTENANCE SERVICES: Customer hereby purchases [3] Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement for a Five (4) months perda commenting on October 9, 2001, and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer payment of Stapel's invoice for the applicable Maintenance Services fees. The annual fun for such Maintenance Services shall be a lean percent (15%) of th Tola Program License Fees; provided, however, that stabel may increase such fos, to be effective of the commencement of any future annual parted, provided that ? Siebel nodies Customer, in writing, of such tes increase at least mirty (30) days prior to the end of the previous annual period, and (l) such increased jas shall no exceed Blebel's than curent published maintenance fee for the same servies offering level, Fees for Maintenance Services chal be payable annually, In advance with the first payment due as set forth below and the payment every year thereafter due in advance. :selected: Total Annual Maintenance Fee for the Programu Neenged hereunder. $ 16,720.00 $ 16,728,00 for the balance of the first annual maintenance period beginning October 9, 2001 and ending February 28, 2002, que and payabla Thirty (30) days net fram donvery of Programs $ 40.149.30 parypar thereafter TOTAL: Total Program License Fees and First Year's Maintenance Services Pass ORDER ACCEPTED AND ACKNOWLEDGED! :selected: RS LTD, Signature: 8A Name: Steve asteise NemTe: Director, Siebel EMEA ₲ 284,390.00 SIEBEL SYSTEMS EMEA LIMITED Signature: Karin Valle Tle; Global Customer Service Director Til Date: 31.10. 01 BEL EXA10 01 1996 REL EXA40 0440080-406 Siebel Systems EMEA Limited Dale: November 7th 2001 APPROVED SIEBEL - - Copyright @ 2000 Siebel Systems Iraland, Ltd. -- Rov. 010488 2
490
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between the parties. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. The parties acknowledge and agree that for purposes of this Order Form Exhibit A20 the term "Siebel" as used in the Agreement shall mean Siebel Systems EMEA Limited, with its principal place of business at IDA Business Park Dangan, Galway, Ireland. CUSTOMER NAME: REUTERS LTD Customer Address: 85 Fleet Street London EC4P 4AJ, United Kingdom Effective Date of Order Form: Effective Date of Software License and Services Agreement: Number of Server Systems: mum Number of Named Users: Version of the Ordered Programs: Relational Database Management System: ORACLE (v.8.1.6.) One (1) March 7, 2000 Twenty-Six (26) SIEBEL 2000 .. 3 (v.6.3.) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel Field Service - Additional Licenses 26 $ 926.25 Siebel Executive Information System (EIS) - Additional Licenses 26 $ 118.75 Siebel Contracts 2000 26 $ 118.75 Siebel SmartScript 2000 26 $ 166.25 Siebel Workflow - Additional Licenses 26 $ 166.25 Siebel Assignment Manager - Additional Licenses 26 $ 118.75 Siebel Service Assistant - Additional Licenses 26 $ 118.75 Siebel eMail Response 2000 26 $ 356.25 Siebel System Software - Additional Licenses 26 $ 237.50 ANCILLARY PROGRAMS1: PRODUCT VERSION ase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x MS ODBC Drivers v3.x 1 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 2 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable thirty (30) days net from delivery of Programs $ 60,515.00 Copyright @ 2000 Siebel Systems Ireland, Ltd. Siebel Systems EMEA Limited Rev. 010425 REU EX A20 010928b.doc 1 MAINTENANCE SERVICES: Customer hereby purchases :selected: Standard Level Services for the Program Licenses purchased pursuant to this Agreement, for a Five (5) months period commencing on October 1, 2001 and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be :selected: fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. Total Annual Maintenance Fees for the Programs licensed hereunder: $ 3,782.00 $ 3,782.00for the balance of the first annual maintenance period beginning October 1, 2001 and ending February 28, 2002, due and payable due and payable Thirty (30) days net from delivery of Programs $ 9,077.25 per year thereafter TOTAL: val Program License Fees and First Year's Maintenance Services Fees ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LTD Signature: Name: Title: Date: Copyright @ 2000 Siebel Systems Ireland, Ltd. $ 64,297.00 SIEBEL SYSTEMS EMEA LIMITED Signature: Name: Title: Date: Siebel Systems EMEA Limited REU EX A20 010928b.doc Rev. 010425 2 :selected:
491
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between the parties. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. The parties acknowledge and agree that for purposes of this Order Form Exhibit A21 the term "Siebel" as used in the Agreement shall mean Siebel Systems EMEA Limited, with its principal place of business at IDA Business Park Dangan, Galway, Ireland. CUSTOMER NAME: REUTERS LTD Customer Address: 85 Fleet Street London EC4P 4AJ, United Kingdom Effective Date of Order Form: Effective Date of Software License and Services Agreement: Number of Server Systems: One (1) imum Number of Named Users: Seventy (70) Version of the Ordered Programs: SIEBEL 2000.3 (v.6.3. ENGLISH) Relational Database Management System: ORACLE (V.8.1.6.) March 7, 2000 PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel Service - Additional licenses 70 $ 641.25 Siebel System Software - Additional Licenses 70 $ 237.50 Siebel eTraining Manager (Named Users) 20 $ 118.75 ANCILLARY PROGRAMS1: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x MS ODBC Drivers v3.x 1 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 2 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable Thirty (30) days net from delivery of Programs $ 63,887.50 MAINTENANCE SERVICES: Customer hereby purchases :selected: Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for a Five (5) months period commencing on October 1, 2001 and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be :selected: fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. Copyright @ 2000 Siebel Systems Ireland, Ltd. Rev. 010425 Siebel Systems EMEA Limited 1 REU EX A21 011001b.doc Total Annual Maintenance Fees for the Programs licensed hereunder: $ 3,993.00 $ 3,993.00 for the balance of the first annual maintenance period beginning October 1, 2001 and ending February 28, 2002 due and payable net thirty (30) days from delivery of the Programs 9,583.00 per year thereafter TOTAL: Total Program License Fees and First Year's Maintenance Services Fees ORDER ACCEPTED AND ACKNOWLEDGED: :selected: TERS LTD Signature: Name : Title: Date: :selected: Copyright @ 2000 Siebel Systems Ireland, Ltd. Rev. 010425 $ 67,880.00 SIEBEL SYSTEMS EMEA LIMITED Signature: Name: Title: Date Siebel Systems EMEA Limited 2 REU EX A21 011001b.doc
492
Procurement and Legal Information
This Order Form hereby incorporates the terms of Software License and Services Agreement ("Agreement") between the parties. To the extent that the terms of the Agreement are in conflict with the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Where applicable, the defined terms in the Agreement shall have the same meaning in this Order Form. All monetary denominations shall be in United States dollars, unless otherwise stated. The parties acknowledge and agree that for purposes of this Order Form Exhibit A22 the term "Siebel" as used in the Agreement shall mean Siebel Systems EMEA Limited, with its principal place of business at IDA Business Park Dangan, Galway, Ireland. CUSTOMER NAME: REUTERS LTD Customer Address: 85 FLEET STREET LONDON EC4P 4AJ, UNITED KINDOM Effective Date of Order Form: Effective Date of Software License and Services Agreement: Alumber of Server Systems: kimum Number of Named Users: Version of the Ordered Programs: Relational Database Management System: March 7, 2000 One (1) Five-hundred (500) SIEBEL 2000.3 (V.6.3. ENGLISH) ORACLE (V.8.1.6.) PROGRAMS: PROGRAMS LICENSED NUMBER OF NAMED USERS PRICE PER NAMED USER Siebel SmartScript 2000 500 $ 38.75 ANCILLARY PROGRAMS1: PRODUCT VERSION Sybase SQL Anywhere v5.x Adobe Acrobat Reader v3.x Intersolv DataDirect Closed ODBC Driver (for Oracle RDBMS only)2 v3.x MS ODBC Drivers v3.x 1 The Ancillary Programs and any related requirements are subject to change as specified by Siebel in its discretion on thirty (30) days prior written notice to Customer. 2 Siebel provides Customer the following copies of the Intersolv DataDirect Closed ODBC Driver at no additional charge: two (2) copies for use on up to two (2) application servers containing one or more of the Programs plus one (1) additional copy is provided for each licensed User of the Siebel Tools Program. Additional copies may be licensed from Siebel for an additional license fee. Total Program License Fees for the Programs licensed hereunder, due and payable Thirty (30) days net from delivery of Programs $ 19,375.00 MAINTENANCE SERVICES: Customer hereby purchases :selected: Standard Level Maintenance Services for the Program Licenses purchased pursuant to this Agreement, for a Five (5) months period commencing on October 3, 2001 and ending on February 28, 2002. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer's payment of Siebel's invoice for the applicable Maintenance Services fees. The annual fee for such Maintenance Services shall be :selected: fifteen percent (15%) of the Total Program License Fees; provided, however, that Siebel may increase such fee, to be effective at the commencement of any future annual period, provided that (i) Siebel notifies Customer, in writing, of such fee increase at least thirty (30) days prior to the end of the previous annual period, and (ii) such increased fee shall not exceed Siebel's then current published maintenance fee for the same service offering level. Fees for Maintenance Services shall be payable annually, in advance, with the first payment due as set forth below and the payment every year thereafter due in advance. Copyright @ 2000 Siebel Systems Ireland, Ltd. Rev. 010425 Siebel Systems EMEA ~8027384.docREU EXA22-011003b.doc - 1 Total Annual Maintenance Fees for the Programs licensed hereunder: $ 1,210.00 $ 1,210.00 for the balance of the first annual maintenance period beginning October 3, 2001 and ending February 28, 2002, due and payable net thirty (30) days from delivery of the Programs $ 2,906.00 per year thereafter TOTAL: Total Program License Fees and First Year's Maintenance Services Fees $ 20,585.00 Additionnal Terms and Conditions: 1. Return of Siebel Encyclopedia Programs. Customer acknowledges that Siebel is providing the Programs set fort herein ("Siebel Programs") in consideration for Customer's exchange of the Siebel Encyclopedia Programs Customer licensed from Siebel Systems Ireland Ltd under the SLSA. Within thirty (30) days of the deployment or production usage of the Siebel Programs set forth herein, Customer shall (i) cease using the Siebel Encyclopedia Programs, and related documentation and training materials, and (ii) certify to Siebel that Customer has destroyed, or has returned to Siebel, all' such Programs and related documentation and training materials, and all copies thereof, wether or not modified or merged into other materials. ORDER ACCEPTED AND ACKNOWLEDGED: REUTERS LTD SIEBEL SYSTEMS EMEA LIMITED Signature: Name: Signature: Name: Title: Date: Title: Date: Copyright @ 2000 Siebel Systems Ireland, Ltd. Rev. 010425 Siebel Systems EMEA ~8027384.docREU EXA22 011003b.dec - 2 14-12-01 19:28 From-siebel legal uk
493
Contractual Definitions and Interpretations
As used in this Agreement, the below terms will have the following meanings: Affiliate With respect to any entity, any other entity that from time to time directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such entity and 'control' as used in this definition shall mean in respect of any entity, the possession, directly or indirectly, of (a) the power to direct or cause the direction of the management and policies of that entity, and (b) ownership of more than fifty percent (50%) of the voting securities of such entity. Authorized User(s) The employees, agents or contractors of Licensee and its Affiliates authorized by Licensee to Use the Software on behalf of Licensee. Customizations Works that are prepared in connection with this Agreement, based upon or derived from Software or other proprietary material, including without limitation, any revision, modification, derivatives, customization, enhancement, improvement, addition, interfaces, adapters, plug-in, translation, abridgment, condensation, expansion, or any other form in which such material or any proprietary portion thereof may be recast, transformed, or adapted. Documentation TCS' then-current technical, functional, support or other informational documentation which is delivered electronically or made available to Licensee related to or in connection with the Software. Evaluation Schedule Means each duly executed supplement to this Agreement under which TCS licenses a Software to Licensee for evaluation purposes. Fees a) fees for the Software listed in the applicable Software Order Form as "License Fees"; b) fees for Software Support as specified in the applicable Software Order Form as "Maintenance Fees"; c) fees for any Services provided under a relevant Statement of Work and mentioned therein as "Services Fees"; d) any other fees payable as specified in the relevant Software Order Form or relevant SOW Licensed Operations The operations of the Licensee and/or the scope for which the Licensee is entitled to Use Software and Documentation under this Agreement. Licensed Territory The country or countries or such geographical area(s) / territories as specified in the relevant Software Order Form where the Permitted Site or Resource Units are located. Licensee Material Any data, information or materials, including but not limited to Licensee requirements, Licensee technical specifications, or other graphic or audio-visual materials provided by Licensee to TCS in connection with this Agreement. Open Source Software or OSS Shall mean software or content covered by an OSS License. OSS License Means any software license approved as open source license by the Open Source Initiative, Free Software Foundation or any substantially similar open source license. Party Licensee or TCS, as applicable. "Parties" means Licensee and TCS. Permitted Site Licensee's premises or data centers where Software is going to be installed as identified and set out in the relevant Software Order Form. Services Any service with respect to or in relation to the Software provided by or on behalf of TCS or its Affiliates to the Licensee or to its Affiliates such as installation, configuration, integration, TCS Confidential Page 1 of 24 Customization, development, etc., under a SOW. Services Schedule A schedule for professional services executed pursuant to and with reference to this Agreement to perform Services Software Means i) any and all software as specified in the applicable Software Order Form or under an Evaluation Schedule; ii) any new releases, updates or versions thereof made available to Licensee as per Software Support terms; iii) Customization, if any, provided to Licensee in accordance with relevant agreement; iv) Documentation; v) any complete or partial copies of any of the foregoing; Software Order Form Each order form for the Software, and related Software Support ordered by Licensee hereunder, Fees and any other related information substantially in the format given in Schedule A, executed by Parties pursuant to this Agreement and describing the specific terms applicable to each of the Software licensed hereunder. Each executed Software Order Form shall form part of this Agreement. Software Store A link made available by TCS or its agents to download Software or access the Documentation. Software Support It means then-current Software support offering applicable and/or ordered by the Licensee as specified in the applicable Software Order Form that is provided to Licensee in accordance with the Documentation as of the effective date of the applicable Software Order Form. Such applicable support terms are incorporated herein by reference and made a part hereof. Statement of Work or SOW Statement of Work relating to specific Services executed under Services Schedule substantially in the format given in Exhibit A of Services Schedule. Target Environment Licensee's processing computer system hardware, software and operating environment required for the operation and Use of the Software as described in the relevant Documentation. Term Defined in Section 10.1. Third Party Software Any third party software, including Open Source Software, that are contained in the versions of the Software licensed hereunder. Use Operating the Software in object code (machine readable form) only for the business operations and as limited in scope by the Licensed Operations (as defined in the relevant Software Order Form) of the Licensee, including the acts of installing, executing, processing, transmitting, transferring, loading and storing of data by Authorized Users in connection with the business of the Licensee.
495
Technical Support and Services
3.1. Subject to the Licensee's compliance to the terms and conditions of this Agreement, TCS or its Affiliates shall provide support services specified in the applicable Software Order Form and as described in the relevant Documentation. 3.2. Licensee may avail Services with respect to Software from TCS or through its Affiliates, by entering into a separate Services Schedule referencing this Agreement and executing a SOW thereunder for applicable Services and payment of Services Fees as set out therein.
497
Fees, Expenses, and Invoicing
4.1. Licensee shall pay to TCS License Fees, Maintenance Fees, or any other applicable Fees as set forth in the applicable Software Order Form. TCS shall submit invoices for the Fees as set forth in relevant Software Order Form. Payment of invoices shall be made by Licensee to TCS within 50 days following receipt of each invoice. If there is any delay in payment of the Fees due, without prejudice to other rights available to TCS, Licensee shall be liable to pay annual interest at 18% per annum, calculated on the Fees due from the date the payment became due until the recovery is made in full with interest. All Fees will be non-refundable. 4.2. Licensee acknowledges that Software may collect information regarding its usage. Licensee agrees to provide TCS such information for not more than once annually and upon notice of not less than thirty (30) days, and that TCS has the right to use this information to determine usage and amounts payable by the Licensee under this Agreement. 4.3. All Fees provided for in this Agreement are exclusive of any taxes, duties, or similar charges imposed by any government. Licensee shall pay or reimburse TCS for all federal, state, dominion, provincial, or local sales, use, personal property, excise or other taxes, fees or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes on the income of TCS). TCS shall pay to the applicable taxing authorities any such amounts invoiced to Licensee. The parties shall cooperate to minimize the taxes imposed on the transactions under this Agreement.
498
Termination and Renewal
10.1. Term: The term of this Agreement shall commence on the Effective Date and shall be effective for five years from the Effective Date (the "Initial Term"). After the Initial Term, this Agreement automatically renew for consecutive one year term (Renewal Term). 10.2. Either Party may terminate this Agreement or the applicable Software Order Form upon written notice to other Party: i. for any breach of any provision of this Agreement or applicable Software Order Form which is not curable; or for any breach(es) of the provisions of this Agreement or applicable Software Order Form which, if curable, remain to be cured on expiry of thirty (30) days after receipt of such notice specifying the breach and seeking cure thereof; or ii. if the other Party has a receiver, administrator or liquidator appointed to the whole or any substantial part of its assets or if an order is made or a resolution passed for the winding up of the Licensee which is not revoked within seven days. Either party may terminate this Agreement upon 30 days' written notice to the other party prior to the commencement of any Renewal Term, subject to the below sections 10.3 and 10.4. Any Software Order Form in effect at the time of termination will terminate as set forth in the below section 10.3 and terminate accordingly. 10.3. In the event of termination or expiration of this Agreement, the rights and licenses granted to the Licensee under all Software Order Forms executed hereunder shall immediately terminate and the Licensee shall have no further right to use the Software. In the event of termination or expiration of a Software Order Form, the rights and licenses granted to the Licensee under such Software Order Form executed hereunder shall immediately terminate and the Licensee shall have no further right to use the Software mentioned in such Software Order Form. Upon such termination or expiration, Licensee shall cease all use of the Software and Licensee must return or destroy all the copies of the Software and Confidential Information of TCS in its possession or control. If requested by TCS, a duly authorized person of the Licensee shall certify in writing to TCS that the Licensee has complied with the provisions herein. 10.4. Termination or expiration shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of a Party. Licensee shall be liable to make payments of the entire amount due under this Agreement for the license(s) granted and Services rendered by TCS up to the effective date of termination in terms of this Agreement. The provisions of this Agreement (including the schedules and exhibits) necessary to determine, enforce or interpret the rights and obligations of the Parties shall survive any expiration or termination of this Agreement or relevant SOW, including without limitation, Section 4 (Fees), Section 6 (Confidential Information), Section 7 (Ownership and Proprietary Rights), Section 8 (Indemnification), Section 9 (Limitation of Liability), Section 10.3 (Effect of Termination), Section 10.4 (Survival), Section 11 (Assignment), Section 12 (Applicable Law), and Section 14 (General). TCS Confidential Page 8 of 24
504
Agreements and Modifications
Neither party may sell, transfer or assign any right or obligation hereunder, except as expressly provided herein, without the prior written consent of the other party, which may not be unreasonably withheld. Any assignment in violation of this Section shall be void. This Agreement shall be binding on and inure to the benefit of the respective Parties and their permitted successors and assigns.
505
Miscellaneous Provisions and General Terms
14.1. NOTICES All notices and other communications required under this Agreement will be in writing and sent to the address stated below, or to such other address as will be given by either Party to the other in writing, and will be effective: i. upon actual delivery if presented personally or sent by express overnight courier (with a signature acknowledging receipt), or ii. seven days following deposit in the mail if sent by certified or registered mail, postage prepaid, return receipt requested. To: If to TCS If to LICENSEE TCS Tata Consultancy Services Limited Reuters Limited Address 1 101 Park Avenue 30 South Colonnade, Canary Wharf Address 2 26th Floor, New York London, 114 5EP, UK Address 3 NY, 10178 Attention Legal Department VP, Professional Sourcing TCS Confidential Page 9 of 24 Facsimile +1 212.557.8038 With a copy to: If to TCS If to Licensee TCS Tata Consultancy Services Limited Reuters Limited Address 1 TCS House 22 Thomson Place Address 2 Raveline Street, Fort Boston, MA 02210, United States Address 3 Mumbai, India 400 001 Attention The Deputy General Counsel Assistant General Counsel, Corporate & Securities Facsimile +91 22 67789000 14.2. EMPLOYEE NON-SOLICITATION During the term of this Agreement and for six months thereafter, Licensee and TCS agree that neither Party shall directly recruit or solicit for employment any employees of the other Party currently performing obligations or responsibilities in relation to this Agreement, without the prior written approval of the Party whose employee is being considered for employment. Nothing in the foregoing shall preclude or restrict either Party from utilizing recruiting tools not directly targeted to the other Party, such as but not limited to media advertising of employment opportunities in the internet or intranet or the use of third party recruiters providing such recruiters are not directly targeting the other Party. 14.3. FORCE MAJEURE Neither Party will be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay or both is caused, directly or indirectly, without fault by such Party, by any reason beyond its reasonable control, including but not limited to, by fire, flood, explosion, earthquake, elements of nature, drought or bad weather, lightning or acts of God, acts of state, strikes, acts of war (whether declared or not), hostilities, terrorism, riots, civil disorders or commotion, lockouts, industrial disputes, rebellions or revolutions, blockages; quarantines, embargoes and other similar governmental action (each a "Force Majeure Event"). The Party so delayed in its performance will immediately notify the other Party by telephone or by the most timely means otherwise available (to be confirmed in writing within two business days of the inception of such delay) and describe in reasonable detail the circumstances causing such delay with relevant documentary supporting. However, the Party claiming such event shall take all commercially reasonable steps to mitigate the delay so caused in spite of such Force Majeure Event. 14.4. Affiliate Orders From time to time, an Affiliate of Licensee may receive Software or Services by entering into a Software Order Form or SOW, as applicable, substantially in the respective form as attached to this Agreement, with TCS or one of its Affiliates, as the case may be. By entering into a Software Order Form or SOW, the Affiliate of Licensee agrees to be bound by this Agreement and will be considered "Licensee" . Any Affiliate that enters into a Software Order Form or SOW is liable for its own obligations. Affiliates may not amend, modify or change the terms of this Agreement, except as they specifically apply to their Software Order Form. 14.5. LANGUAGE FOR COMMUNICATION The official language for communication will be English. Further, all deliverable documents will be in the English language. 14.6. NO WAIVER Either Party's failure to exercise any right under this Agreement shall not constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, or a waiver by such Party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement. In order to be effective, all waivers under this Agreement must be in writing and signed by the waiving Party. 14.7. SEVERABILITY TCS Confidential Page 10 of 24 If any term, Section or provision of this Agreement shall be judged to be invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other term, Section or provision of this Agreement and such invalid term, Section or provision shall be deemed to have been deleted from this Agreement. 14.8. ENTIRE AGREEMENT; AMENDMENTS This Agreement, along with the schedules and exhibits attached hereto, and Software Order Form(s) or SOW's executed pursuant to this Agreement sets forth the entire agreement between the Parties and supersedes any other prior or contemporaneous proposals, agreements and representations between them related to its subject matter, whether written or oral, between the Parties and all amendments and extensions thereof, which will be deemed to be superseded by this Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of the schedules, exhibits, attachments or appendices, hereto or any related agreement, the provisions of this Agreement in Section 2 (License), Section 6 (Confidential Information), Section 7 (Ownership & Proprietary Rights), Section 8 (Indemnification) and Section 9 (Limitation of Liability) shall prevail. With respect to any other matters, the provisions of the schedules, appendices, exhibits and attachments or related agreement shall prevail. For avoidance of doubt, in the event of any conflict between terms and conditions set forth in this Agreement with those of any a Software Order Form or SOW, the terms and conditions of the Software Order Form or SOW shall prevail for that specific Software Order Form or SOW only, so long as they reference the provisions of this Agreement with which they are inconsistent. No modifications or amendments to this Agreement will be binding upon the Parties unless made in writing and duly executed by authorized officials of both Parties. No terms or conditions in any purchase order or similar document will be applicable, and TCS hereby rejects any such terms or conditions. 14.9. HEADINGS The headings and subheadings are inserted for convenience of reference only and will not be used in interpreting or construing the provisions of the Agreement. 14.10. COUNTERPARTS The Agreement, each Software Order Form and each SOW under this Agreement may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Agreement, applicable Software Order Form or applicable SOW to produce or account for more than one such counterpart. 14.13 COMPLIANCE WITH LAWS The Parties shall comply with such laws and regulations, to the extent applicable to such Party's performance of its obligations hereunder, as such laws and regulations may change from time to time. 14.14 SPECIAL U.S. GOVERNMENT PROVISIONS In connection with TCS's or its respective Affiliate's performance of a Software Order Form or SOW pursuant to this Agreement, if and to the extent applicable to such Software Order Form or SOW, TCS agrees to comply with the provisions of the Federal Acquisition Regulations ("FAR") which follow, as well as those provisions of FAR 52.244-6 (available at www.acquisition.gov/far), as applicable. In such cases, specifically, TCS or its respective Affiliate agrees to comply with the following regulations, as applicable, in their entirety: Equal Opportunity and Affirmative Action. Licensee is an Equal Opportunity and Affirmative Action Employer. Unless exempt, TCS shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or expression or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity or expression, national origin, protected veteran status or disability. If applicable, TCS shall also abide by the requirements 41 CFR § 61-300.10 regarding veterans' employment reports and 29 CFR Part 471, Appendix A to Subpart A regarding posting a notice of employee rights. TCS Confidential Page 11 of 24 If applicable, TCS shall abide by the following: Pay Transparency Policy Statement. TCS will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with TCS's legal duty to furnish information. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives. Tata Consultancy Services Limited By: S. Santung Printed: Shankar Narayanan Title: Country Head - UK & Ireland Docusdemson Reuters (Markets) LLC By: Freddie Diaz DBEeddieedDiaz Printed: Title: SVP, Global Technology Sourcing 2 1 DEC 2018 £ DocuSigned by: S Saith -38793CAC9C6C486. TCS Confidential Page 12 of 24
508
Hardware and Software Requirements
This Software Order Form is entered into as of the 7th day of December 2018, by and between Tata Consultancy Services Ltd. a company incorporated under the laws of India with offices at TCS House, Raveline Street, Fort, Mumbai - 400 001, India ("TCS") and Thomson Reuters (Markets) LLC, having its office at 30 South Colonnade, Canary Wharf, London E14 5EP UK ("Licensee"). This Software Order Form is executed pursuant to, and incorporates herein by reference the terms and conditions of, the Software License Agreement, entered into as of the 7th day of December, 2018 (the "Agreement"), by and between TCS and Licensee and shall be deemed part thereof. In this Software Order Form, TCS and Licensee are collectively referred as "Parties" and individually as a "Party". The term of this Software Order Form is for the period: Start Date: December 7, 2018; End Date: August 4, 2020. SOFTWARE(S) LICENSED: S. No. Software License Type 1 ignio Platform Number of Resource Units 2 ignio Blueprint Number of Resource Units One (1) production and two (2) non-production licenses of the Software(s) named version 'Butterfly' or any latest generally available named version at the time of delivery are licensed to Licensee hereunder. LICENSED OPERATIONS: "Resource Unit" shall mean a particular unit of utilization of resources used, managed, monitored, inspected, provisioned for the supported technologies by the Software as provided in the Documentation and is used to calculate Fees. Resource Units for the purposes of this Software Order Form are provided below: Resource Units Technology Layer Resource Unit Metric Resource Units applicable for the Term Operating System (OS) One (1) OS Instance 63,000 Licensee shall Use the Software for number of Resource Units mentioned above on the Target Environment at the Permitted Site in the Licensed Territory. Licensed Territory - Any other location where Resource Units are located Permitted Sites (Both Production and Non production sites) - Any data center owned, managed or contracted by Licensee or its Affiliates within the Licensed Territory Affiliates permitted to Use the Software: All of Licensee's Affiliates are permitted to use the Software for the Licensed Operations defined hereunder. FEES (IN USD) AND PAYMENT MILESTONES: Licensee shall pay License Fees of $1,000,000 payable on the start of this Software Order Form. License Fees is valid for the Software licensed hereunder for the Licensed Operations for the term in this Software Order Form. If the number or TCS Confidential Page 16 of 24 capacity of Resource Units used or managed, monitored or inspected (as the case may be) by Software exceeds the mentioned Resource Units, then additional Fees shall be applicable at the same rate as the initial purchase hereunder. SOFTWARE SUPPORT PLAN: Please refer to the Documentation for details. Software Delivery: TCS will make the Software available for download from the Software Store. The delivery of the Software will be considered to be complete within five (5) days of the notification of availability of download thereof unless within that period the Licensee makes a report to the contrary to TCS. Third Party Software: Please refer to Release Notes v 1.3.2 IN WITNESS WHEREOF, the Parties hereto have caused this Software Order Form to be executed by their duly authorized representatives. Tata Consultancy Services Limited By: S. Santana Printed: Shankar Narayanan Title: Country Head - UK & Ireland 2 1 DEC 2018 DocusThomson Reuters (Markets) LLC By: Freddie Diaz Printed: D4DE7323981E eddie Diaz Title: SVP, Global Technology Sourcing DocuSigned by: S Saith 38793CAC9C6C4B TCS Confidential Page 17 of 24
510
Technical Support and Services
It is the Parties intent to not use this Services Schedule; rather the Parties agree to use the Master Services Agreement in place between the Parties for any service engagements. This Services Schedule ("Services Schedule") is entered into as of the day of 201_, ("Services Schedule Effective Date") is executed by and between Tata Consultancy Services Ltd., a company incorporated under the laws of India with offices at TCS House, Raveline Street, Fort, Mumbai - 400 001, India ("TCS") and having its registered office at ("Licensee"); This Services Schedule is executed pursuant to, and is a schedule to the Software License Agreement, entered into as of the _ day of _, 201_ (the "Agreement"), by and between TCS and Licensee and shall govern the Services to be performed by TCS itself or through its Affiliates in relation to the Software as mentioned in Section 3.2 of the Agreement. Capitalized terms used in this Services Schedule shall have the respective meanings set forth in this Services Schedule. Any capitalized terms used in the Services Schedule which are not specifically defined in the Services Schedule but defined in this Agreement shall have the meaning as described in this Agreement. The Parties agree as follows: 1. Services Generally TCS itself or through its Affiliates will provide to the Licensee Services related to the Software in accordance with the terms and conditions set out in this Services Schedule and the specifications set out in the applicable SOW. 2. Statement of Work The scope and description of specific Services (including any Customizations) to be provided to the Licensee will be mutually agreed and set forth in the applicable SOW. Each SOW that may be executed by the Parties under this Schedule will be substantially in the form attached hereto as Exhibit A. Any SOW when executed by both Parties shall be deemed to incorporate all applicable provisions of this Schedule and the Agreement. A SOW may provide for provision of Services on a time and materials basis based on hourly, daily or monthly rates as set forth in the applicable SOW, or on a fixed price basis as agreed to and set forth in the applicable SOW. 3. Change in Scope of Services in a SOW Either Party may request a change in the scope of Services or the project in writing but no such change shall be effective and binding unless such changes are documented in a change control document and signed by both the Parties. Any change order document prepared by the Parties shall include, among other items, an estimate of additional charges to Licensee, if applicable, for the modified Services, any additional software or other material required to implement the change and any expected impact on the project schedule under the SOW. No change to any SOW shall be binding on the Parties unless the change order has been signed by authorized representatives of each Party. 4. TCS Personnel While at the Licensee's facilities, all persons assigned by TCS or any of its Affiliates to perform the Services as described in the SOW shall observe and follow the Licensee's working schedule (days/hours), and shall abide by all applicable rules, regulations, and policies concerning such matters such as health, security, safety, conduct and workplace rules requirements provided that TCS is informed of such rules, regulations and policies in writing by Licensee. 5. Service Locations The facilities from where the Services will be provided shall be identified and set forth in the SOW. Unless a SOW provides otherwise, TCS will be responsible to provide office space, general computing environment with standard tools TCS Confidential Page 18 of 24 :unselected: :unselected: :unselected: :unselected: and development environment at TCS' facilities, as reasonably necessary for the performance of Services at such facilities. Licensee is responsible to provide, at no cost to TCS, office space, office facilities (such as work stations, telephone, internet, fax and printers) computing equipment, desktop software, tools and development environment reasonably required for TCS personnel to perform the Services on site as agreed by Licensee and TCS. Licensee agrees to grant access to relevant locations and systems, data media, documentation, data, information and computer programs reasonably necessary for the performance of Services during its normal business hours. If any special equipment/software related to Licensee's requirements are necessary in connection with the Services, Licensee is responsible for providing them and seeking appropriate consents for Licensee to use the same unless otherwise set forth in an applicable SOW. 6. Review and Acceptance of Customizations For Customizations, if any, to be provided to the Licensee and as specified in the applicable SOW, or as may be otherwise mutually agreed to by the Parties in writing, Parties may set forth in SOW or attachments thereto the procedure for review and testing by Licensee of Customization, if applicable, including the period within which Licensee is required to complete the review and testing of such Customization and unless a different period is set forth in the applicable SOW, the review and acceptance period for any such Customization shall be five (5) days after delivery ("Review and Acceptance Period"). Upon delivery of a completed Customization by TCS ("Review Commencement Date"), Licensee shall review and, if appropriate, test such Customization to determine whether it conforms to its corresponding specifications under the SOW and to otherwise determine whether the Customization meets mutually agreed acceptance criteria ("Acceptance Criteria"). If the Customization fails to meet the Acceptance Criteria, Licensee shall prior to the expiry of the Review and Acceptance Period, notify TCS such failure with reasonable details of the defects and non- conformities ("Non-Conformities"). TCS shall promptly correct and remedy any Non-Conformities reported by Licensee during the Review and Acceptance Period at no additional cost to Licensee and provide the revised/corrected Customization to the Licensee whereupon Licensee shall review and, if appropriate, test the revised Customization in accordance with the provisions of this paragraph. With respect to the applicable Customization, the process described in para above for Review and Acceptance of Customizations and Revision of Customizations shall be repeated until TCS remedies all Non-Conformities reported during the Review and Acceptance Period or Licensee reports no Non-Conformities during the applicable Review and Acceptance Period, at which time the Customization shall be treated as accepted. Notwithstanding the foregoing sentence, a Customization shall be treated as accepted by Licensee if the Licensee starts using the Customization in a live production environment (other than as part of agreed review and acceptance testing procedure, such as UAT). Customization(s) or updates thereof form part of the Software and Licensee shall have the non-exclusive license and rights to use such Customizations or any updates thereof as part of the Software, as granted by TCS pursuant to the Agreement. 7. Intellectual Property Rights; Confidentiality 7.1 Each Party retains sole and exclusive right, title and interest in any and all intellectual property and intellectual property rights that it owned prior to the effective date of the applicable SOW or which it may conceive, reduce to practice, author or otherwise developed thereafter, whether or not during the performance of the Services pursuant to this Agreement, and nothing herein is intended to transfer or assign to the other Party any interest therein except for the express licenses granted under the Agreement ("Pre-Existing IP"). 7.2 The Licensee acknowledges and agrees that any Customizations developed under a SOW executed pursuant to this Services Schedule and any and all intellectual property rights in or to the same will continue to be owned by TCS and/or its licensors. Nothing contained herein shall be construed as a transfer or conveyance by the TCS to the Licensee of the ownership, interest or title to intellectual property rights in or attached to the Customizations. Subject to the provisions of this Services Schedule, the Licensee shall have the non-exclusive license and rights to use such Customizations or any derivative works thereof as Software or part thereof licensed pursuant to the Agreement and subject to the terms and conditions of the Agreement. For any Customizations which constitute additions, Parties will enter into a Software Order Form pursuant to its development under the applicable SOW. 7.3 To the extent any Licensee Materials are required to be used in the performance of Services hereunder or used or incorporated in any Customizations, the Licensee hereby grants to TCS a non-exclusive, irrevocable, worldwide, fully paid up and royalty free right and license to use, copy, display, sublicense and distribute such Licensee Materials as part of Software and to create Customizations thereof to the Software. The foregoing license does not authorizes TCS to (a) separate such Licensee Material from the Customized Software in which they are incorporated for creating a standalone product for marketing to others; (b) independently sell, lease, exchange, mortgage, pledge, license, sub license, assign or TCS Confidential Page 19 of 24 in any other way convey, transfer or alienate such Licensee material in favour of any person (either for commercial consideration or not. 7.2 The provisions of Section 6 of the Agreement relating to Confidential Information shall apply mutatis mutandis to this Services Schedule and are incorporated herein by reference. 8. Indemnification For the purposes of providing Services under this Services Schedule, each Party ("Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its Affiliates and its and their respective officers, directors, employees and agents (collectively "Indemnified Parties") from and against all losses, liabilities, damages and claims and all costs and expenses related thereto (including reasonable attorneys' fees and costs of investigation, litigation, settlement, judgment, penalties and interest) to the extent based upon or arising out of injury or death of any person or property damage which occurs in connection with the negligence or wilful misconduct of Indemnifying Party's personnel, or arising out of the use or possession of the equipment or location by Indemnified Party or its personnel, or otherwise is caused by Indemnifying Party's personnel act or omission. 9. Fees 9.1 Licensee shall pay TCS applicable Services Fee for the Services and/or Customizations as specified in each applicable SOW. TCS shall submit invoices for the Fees as set forth in relevant Software Order Form, or the relevant SOW. Payment of invoices shall be made by Licensee to TCS within 50 days following receipt of each invoice. If there is any delay in payment of the Fees due, without prejudice to other rights available to TCS, Licensee shall be liable to pay annual interest at 18% per annum, calculated on the Fees due from the date the payment became due until the recovery is made in full with interest. All Fees will be non-refundable. 9.2 All Fees provided for in this Agreement are exclusive of any taxes, duties, or similar charges imposed by any government. Licensee shall pay or reimburse TCS for all federal, state, dominion, provincial, or local sales, use, personal property, excise or other taxes, fees or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes on the income of TCS). TCS shall pay to the applicable taxing authorities any such amounts invoiced to Licensee. The parties shall cooperate to minimize the taxes imposed on the transactions under this Agreement. 10. Limitation of Liability 10.1 Neither Party shall be liable for any delay or failure in the performance of its obligations under this Services Schedule or any SOW hereunder, if and to the extent such delay or failure is caused by the actions or omissions of the other Party or other Party's agents or due to a breach of this Services Schedule or a SOW by the other Party. In the event that TCS is delayed or prevented from performing its obligations due to such failure or delay on the part of or on behalf of the Licensee, TCS shall be allowed an additional period of time to perform its obligations and unless otherwise agreed the additional period shall be equal to the amount of time for which TCS is delayed or prevented from performing its obligations due to such failure or delay on the part of or on behalf of the Licensee. Such failures or delays shall be brought to the notice of the Licensee and subject to mutual agreement with the Licensee, TCS shall take such actions as may be necessary to correct or remedy the failures or delays. TCS shall be entitled to invoice the Licensee for additional costs incurred in connection with correction or remedy as above. TCS shall not be liable for any loss or damages arising out of the use of Services provided herein. 10.2. Except as set forth in Section 10.4, neither Party shall be liable to the other for any special, indirect, incidental, consequential (including loss of profit or revenue), exemplary, punitive or cover damages, loss of profit, revenue, data, goodwill or investments, whether in contract, tort or other theories of law, even if such Party has been advised of the possibility of such damages. 10.3 Except as set forth in Section 10.4 and breach of confidentiality obligations, the aggregate liability of either Party for all direct damages arising from or relating to this Services Schedule (whether in contract, tort or any other theories of law) shall not exceed the total amount paid to TCS by the Licensee under that applicable SOW during the twelve (12) months immediately preceding the relevant event that gives rise to such liability (as of the date the liability arose). Failure TCS Confidential Page 20 of 24 of the Licensee to pay the applicable Fees owing to TCS under this Services Schedule shall not be subject to the aforesaid liability cap amount. 10.4 The limitation/exclusion on any Party's liability as set forth in section 10.2 and 10.3 shall not apply to liability for damages: (i) resulting from the gross negligence or wilful misconduct of that Party or its agents; (ii) obligations under section 8 (indemnity); and (iii) due to infringement or misappropriation of intellectual property rights by Licensee arising from use of Software by Licensee in a manner not licensed under the Agreement. 11. Term and Termination 11.1 This Services Schedule and any SOW's executed hereunder will be co-terminus to the Agreement or the applicable Software Order Form. 11.2 Each SOW executed under this Services Schedule will remain valid till end date of the Services as set forth in the SOW. 11.3 Either Party may terminate this Services Schedule or an applicable SOW upon written notice to other Party: i. for any breach of any provision of this Services Schedule or applicable SOW which is not curable; or for any breach(es) of the provisions of this Services Schedule or applicable SOW which, if curable, remain to be cured on expiry of thirty (30) days after receipt of such notice specifying the breach and seeking cure thereof; or ii if the other Party has a receiver, administrator or liquidator appointed to the whole or any substantial part of its assets or if an order is made or a resolution passed for the winding up of the Licensee which is not revoked within seven days. 11.4 The provisions of Section 7(Intellectual Property Rights; Confidentiality), Section 8 (Indemnification), Section 9 (Fees), Section 10 (Limitation of Liability), Section 11.4 (Survival) and Section 12 (Non-Exclusivity) of this Services Schedule, as well as any other provisions of the Agreement (including but not limited to Sections 11 (Assignment), Section 12 (Applicable Law) and Section 14 (General)) or this Services Schedule necessary to interpret the respective rights and obligations of the Parties hereunder or under any SOW, shall so survive the termination of the Agreement, this Services Schedule or such SOW. In addition, Licensee shall remain obligated to pay TCS any amounts due hereunder for Services performed and expenses incurred under any SOW up to the date of termination of such SOW, including any Services performed and expenses incurred during any wind-down period (where applicable). 12. Non-exclusivity TCS shall be free at all times to provide the Services or Customizations same or similar to the one envisaged hereunder to any of its other clients, either existing or future, without in any way affecting the Services envisaged under this Services Schedule, and nothing herein shall preclude TCS from providing such services to its other clients. 13. The provisions of Sections 11 (Assignment), 12 (Applicable Law), 13 (Third Party Software) and 14 (General) of the Agreement shall apply mutatis mutandis to this Schedule and are incorporated herein by reference. IN WITNESS WHEREOF, the Parties hereto have caused this Services Schedule to be executed by their duly authorized representatives. By: S. Santing Tata Consultancy Services Limited Printed: Shankar Narayanan Title: Country Head - UK & Ireland <Licensee> By: Printed: Title: 2 1 DEC 2018 TCS Confidential Page 21 of 24
511
Agreements and Modifications
FORM OF STATEMENT OF WORK STATEMENT OF WORK NUMBER This Statement of Work (SOW) is executed under Services Schedule dated ("Services Schedule") which is a schedule to the Software License Agreement, entered into as of the day of , 201_ (the "Agreement"), by and between Tata Consultancy Services Limited ("TCS") a company incorporated under the laws of India with offices at TCS House, Raveline Street, Fort, Mumbai - 400 001, India ("TCS") and having its registered office at ("Licensee") and incorporates the relevant terms of the Agreement and the terms of the Services Schedule by reference and shall be deemed to be a part thereof. <High level skeleton of the SOW is provided below> Scope Duration of the SOW Place of performance of the SOW Scope of Services: Implementation and Configuration plan Key Deliverables, Milestones TCS Roles and Responsibilities Assumptions and Dependencies Out of Scope Licensees Role and Responsibilities 4 Review and Sign-off criteria Infrastructure / 3rd party requirements Fees, Payment Milestones Assumptions IN WITNESS WHEREOF, the Parties hereto have caused this SOW to be executed by their duly authorized representatives. By: S. Sanking- Printed: Shankar Narayanan Title: Tata Consultancy Services Limited Country Head - UK & Ireland <Licensee> By: Printed: Title: 2 1 DEC 2018 TCS Confidential Page 22 of 24 :unselected: :unselected: :unselected: :unselected:
512
Agreements and Modifications
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513
Contractual Definitions and Interpretations
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514