Reference Guide

Internal Use - Confidential
The license granted in this clause 5.2B. does not apply to: (i) any Products; or (ii) items licensed or
otherwise provided under a separate agreement. Supplier is not limited in developing, using, or marketing
services or products that are similar to the Deliverables or Professional Services provided hereunder, any
Service Specification, or, subject to Supplier’s confidentiality obligations to Customer, in using the
Deliverables or performing similar Professional Services for any other projects.
C. Customer Furnished Materials. Customer retains its Proprietary Rights in materials it furnishes to
Supplier for use in connection with the performance of Professional Services. Customer grants Supplier a
non-exclusive, non-transferable right, under Customer’s Proprietary Rights, to use the Customer-provided
materials solely for the benefit of Customer in fulfilling Supplier’s obligations under this CTS.
D. Responsibility for Personnel. Supplier is solely responsible for personnel placement as well as for all
other human resource issues (e.g. vacation) concerning its personnel.
5.3 Customer Responsibilities. In connection with Support Services or Professional Services (if
applicable), at no charge to Supplier, Customer shall: (i) provide Supplier personnel with timely access to
appropriate facilities, space, power, documentation, files, data, information, additional software (if
needed); (ii) use skilled and authorized Customer personnel to assist and cooperate with Supplier in the
provision of the Services as reasonably requested by Supplier; (iii) be responsible for physical and
network security and all conditions in its business necessary for due performance of Services; (iv) allow
Supplier remote and onsite access to the Products and Customer’s infrastructure environment, as
required; and (v) where applicable, promptly notify Supplier when Products fail and provide Supplier with
sufficient details of the failure such that the failure can be reproduced by Supplier. For Professional
Services, details may be set forth in the Service Specification.
5.4 Termination of Services. A termination for convenience of Services shall only be permitted if
expressly agreed between the parties. Either party may terminate Services for material breach by the
other party if such other party has failed to cure such breach within a reasonable grace period of no less
than 30 days as set forth by the other party in writing.
6. Invoicing; Payment Terms and Taxes.
6.1 Invoicing. Supplier shall invoice the Offerings to Customer in the currency agreed in the Order. If
Supplier is obligated by applicable law to collect and remit any taxes or fees, then Supplier will add the
appropriate amount to Customer’s invoices as a separate line item in accordance with statutory
requirements. Supplier may invoice parts of an Order separately or together in 1 invoice. All invoice terms
will be deemed accurate unless Customer advises Supplier in writing of a material error within 10 days
following receipt. If Customer advises Supplier of a material error, (a) any amounts corrected by Supplier
in writing must be paid within 14 days of correction, and (b) all other amounts shall be paid by Customer
by the due date. If Customer withholds payment because Customer believes an invoiced amount is
incorrect, and Supplier concludes that the amount is accurate, Customer must pay interest on the unpaid
disputed amount from the due date until Supplier’s receipt of payment. Customer may not offset, defer or
deduct any invoiced amounts that Supplier determines are correct following the notification process
stated above.