FAQ

Dell End User License Agreement
Dell BSAFE OEM and Dell End User License Agreements 19
right to sublicense) the Deliverables provided by Supplier for Customer's internal
business purposes, only and solely in accordance with the applicable Service
Specification and subject to this CTS. Customer may authorize its service providers to
use the Deliverables, but solely on Customer's behalf, solely for Customer's internal
business purposes, and Customer shall be responsible for service provider's compliance
with these restrictions.
(3) Supplier reserves for itself all Proprietary Rights that it has not expressly granted to
Customer herein. 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.