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DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 <br /> USE OF INFORMATION/LICENSE internally distribute copies of Materials, and (ii) the <br /> right to copy and internally and externally distribute <br /> Materials to third parties. Dynamic Quest will <br /> All technical and business information and all maintain the intellectual property ownership of such <br /> licensed software and related documentation in materials. <br /> whatever form recorded (all hereinafter designated <br /> "Information") furnished to Buyer under or in <br /> contemplation of this Agreement shall remain the EMPLOYEE/CONTRACTOR SOLICITATION <br /> property of Seller or its supplier. Unless Seller <br /> otherwise agrees in writing, such Information: (i)shall Buyer and Seller, known as the Organizations, <br /> be treated in confidence by Buyer and used by Buyer agree that neither Organization shall without either's <br /> only for evaluation purposes or to install,operate, and prior written consent employ or offer employment to <br /> maintain the particular material as defined in the the other's employee or former employee within the <br /> subsequent paragraph below for which the twenty-four months following termination of his or <br /> Information is initially ordered, (ii) shall not be her employment with the Organization. <br /> reproduced or copied in whole or in part, except as <br /> necessary for use as authorized in this Agreement <br /> and (iii) shall, together with any copies thereof, be SPLA LICENSING <br /> returned or destroyed when no longer needed, or <br /> may, if in the form of software recorded on an <br /> erasable storage medium, be erased. The above Software Services licensed under the Service <br /> conditions do not apply to any part of the Information Provider Licensing Agreement (SPLA) are billed <br /> that is known to Buyer free of any obligation to keep monthly for the previous month's usage. Microsoft <br /> in confidence. Seller, to the extent permitted by its establishes the baseline prices for the products <br /> supplier, grants to Buyer a personal, nontransferable offered under the SPLA agreement with Dynamic <br /> and nonexclusive license to use licensed materials on Quest. Microsoft may decrease prices of existent <br /> a designated processor for Buyer's own business part numbers it charges to Resellers at any time, <br /> operations. If software or firmware provided under which may be reflected on the Resellers' price list to <br /> this Agreement contains a separate supplier license, client. Microsoft may increase prices of existent part <br /> Buyer hereby agrees to be bound by the terms of that numbers and charge to Resellers only as follows: <br /> license, and, in the event of any conflict, the terms of <br /> the supplier's license shall control over the terms of Once each calendar year effective January 1st; <br /> and <br /> Seller's grant of license. 0 At any time to offset exchange rate fluctuations <br /> for prices other than U. S. dollars <br /> "Materials" shall be defined to include any custom <br /> developed code, documentation, specifications, As these price changes are reflected in Dynamic <br /> reports, or other materials used or created as a result Quest's cost to provide the Software Services, <br /> of any work performed under a custom project Dynamic Quest will pass these changes on to <br /> scope. Seller grants to the Buyer an irrevocable, non- Client. The minimum baseline software (quantities <br /> exclusive, worldwide, paid-up, royalty-free, perpetual and titles) included in this Agreement is contained in <br /> cense to use, copy, load, merge with other software, <br /> this proposal, Software required to support the <br /> execute, reproduce, display, perform, prepare number of users above the minimum established <br /> derivative works based upon Materials and <br /> baseline are provided on a per user basis. <br /> DYNAMIC <br /> ■ QUEST TI Dynamic Quest // 336.370.0555 // dynamicquest.com Page: 7 <br />