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Project Name
Supplier Name
2 1: Order by Affiliate– second Buyer and any Affiliate party to an Order may, upon written notice
paragraph to the Supplier, transfer their respective licenses under this
Agreement to any Affiliate as needed with no additional cost or
penalty.
3 2: Orders Supplier shall provide the Services and Software, including but not
limited to Support Services, as defined herein, specifically described
in the Orders as agreed to in writing and acknowledged by the
parties from time to time (each, an “Order”), together with any
other services described in this Agreement (collectively, the
“Services”).
4 3A: License Grant Unless otherwise specified in the applicable Order, Supplier hereby
grants to Buyer a worldwide, perpetual, nonexclusive, irrevocable
right and license…...Buyer may make full use of the Software from
any geographic location……
5 3B: License Grant Authorized Users: …...Buyer may permit use of the Software by
third party service providers, contingents, contractors,…….
6 3D: Downgrades If any Software covered by this Agreement is downgraded to a
lower group, tier or class system level, Supplier shall prorate
Customer with a refund of any prepaid maintenance and assign
Customer and/or Authorized User(s) use of such downgraded
hardware, software, and system. Any and all warranties for this
downgraded Software will be made available to Customer.
7 3H: Restrictions Buyer agrees not to reverse engineer or reverse compile the
Software. Additionally, other than as allowed per this Agreement,
Buyer agrees not to encumber or transfer the Software, or any of
Buyer’s rights therein, to any other party without the prior written
consent of Supplier, which consent shall not be unreasonably
withheld.
8 K: Title and Interest to Software Clause was inserted by Supplier and we made changes in that
(Inserted by Supplier) language.
9 4B: Renewal Support term For the first five (5) years of the applicable Order, the Support
Service Fees shall be locked at the rate set forth in such Order and
for each of the succeeding years shall be the previous year’s annual
Support Service Fees plus an increase equal to the change in the
Producer Price Index for the previous year. If the Producer Price
Index has decreased in the previous year, there shall be no decrease
in the Support Service Fees for the next succeeding year.
10 4D: Maintenance Re-Instatement If and when Buyer’s maintenance support fees lapse and/or Buyer
Fees. terminates the Support Services, Buyer has the right to re-instate
such support without any penalty at the support fees set forth in
the applicable Order.
5C. Installation. If applicable, Supplier shall install the Software by the date set
forth in the applicable Order. The Software shall be considered
“installed” when it has been downloaded and configured such that
it is executable and may be used as contemplated by Buyer .
Supplier shall assume all costs and expenses associated with
installation of the Software.
13 13B. Infringement Indemnities. Supplier obligations to Buyer hereunder shall not in any way be
diminished to the extent such Claim is based, in whole or in part,
upon the combination of any Infringing Item furnished by Supplier
hereunder with any other service, product or program not
furnished, recommended or approved by Supplier, or upon any
modification not made, recommended or approved by Supplier,
provided that such Infringing Item is being used by Buyer for its
intended purpose or such modification is made in connection with
use of the Infringing Item for its intended purpose.
14 16A. Termination for Convenience. Upon fifteen (15) days written notice to Supplier, Buyer may
terminate this Agreement and/or any applicable Order with or
without cause. Upon such termination for convenience, Buyer’s sole
liability to Supplier will be to pay Supplier for the Support
Maintenance Services performed and/or Software delivered prior
to the effective date of such termination, including without
limitation, any payment liabilities incurred by the Supplier under
an Order at the time of the termination.
15 16B: Termination for Cause If either party commits any breach of any term, condition, or
covenant contained in this Agreement and 1. If Supplier does not
rectify such breach within fifteen (15) days from the receipt of a
written notice from Buyer
16 16C: Other Grounds of termination The parties agree that Buyer has the right to terminate Support
Services without terminating the License if:
b. There is a substantial change in the ownership of the Supplier
whether resulting from merger, acquisition, consolidation,
nationalization or otherwise, or another person, firm, company,
corporation or other organization acquires control of Supplier
(except for an internal reorganization among Supplier Affiliates);
or.......
17 21F: Force Majeure Force Majeure. If by reason of acts of God, winds, fires, epidemics,
landslides, floods, droughts, acts of public enemies, acts or orders of
any kind of any governmental authority, insurrection,
…………….During the period of Force Majeure Event, Buyer is
entitled to cancel the Order with no liability and purchase the
Services elsewhere.
Aria/Genesys: Issue Log
Supplier Issue
Supplier is fine with the proposed approach of a separate
agreement with each Affiliate, but does not see how privity of
contract is made as between Supplier and Affiliate through the
affiliate signing the Order but not the Agreement itself.
Language is required to ensure that the Affiliate (which is not
signing the SLSA, but only the Order) is bound by the SLSA? It is
important for Supplier to know that the Affiliate is bound by the
Order and the terms of this Agreement when it purchases the
Supplier licenses.
All copies of the Software shall remain the property of Supplier (or
its licensors or suppliers). Buyer (or its licenser or supplier)
retains its right, title and interest in and to all of Buyer's
intellectual property and associated intellectual property rights, if
any, embodied therein. To the extent applicable and provided that
no confidential information of Buyer or its affiliates is used or
incorporated, unless otherwise set forth in an Order, Buyer hereby
waives in favor of supplier, all rights, title and interest in and to (i)
any modification and improvement to the software or derivative
works that are made by Supplier; and (ii) any invention or
creation made by Supplier that is based upon or uses all or any
portion of the software or Supplier's confidential information.
We rejected the deletion and reinstated the clause by giving
them the reason reads as The renewal support provision should
be included in the master agreement to provide a baseline for
future orders. Any changes to these renewal terms can be
agreed to in the applicable order. Below is the final language;
Unless otherwise set forth in the applicable Order, for the first five
(5) years of the applicable Order, the Support Service Fees shall be
locked at the rate set forth in such Order and for each of the
succeeding years shall be the previous year’s annual Support
Service Fees plus an increase equal to the change in the Producer
Price Index for the previous year. If the Producer Price Index has
decreased in the previous year, there shall be no decrease in the
Support Service Fees for the next succeeding year.
The foregoing indemnity obligation, and the warranty given in Article 13B
hereof, shall not extend to any claims of infringement (which, for the
purposes of this Section, include claims of contributory infringement,
contribution to infringement and inducement to infringe) arising out of or
related to: (i) a modification of the Software by anyone other than
Supplier (ii) a combination of the Software with any other technology,
information, products or services not provided by Supplier, including
without limitation, any third party software, network or hardware where
such combination is the cause of such infringement; provided that such
combination is not necessary for use of the infringing item for its intended
purpose (iii) the use of a version of the Software other than the then
current release if infringement would have been avoided with the use of
the then current release; (v) use of the Software if the infringement would
have been avoided if the Software had been used in accordance with the
Documentation; (vi) Buyer use of the software outside of North America
(vii) any Software which is a third party product, in which case, Supplier
shall flow through to the Buyer any available indemnities provided by
such third party supplier as permitted under the terms of the applicable
distribution agreement
Final Copy:
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Desktop\aria\Final Execute