Solution Accelerator License Agreement This Solution Accelerator License Agreement ("Agreement") is entered into as of this ___ day of ______, 20__ (the "Effective Date"), by and between GlobalLogic Inc. ("GlobalLogic"), a Delaware corporation with an address at 1741 Technology Drive, Suite 400, San Jose, CA 95110, and [Correct Legal Name] ("Customer"), a [State] [corporation/limited liability company/partnership/other] with an address at _________________________________. Recitals A. GlobalLogic is the creator and owner of certain solution accelerator software that is useful in the design and development of other software. B. Customer wishes to obtain, and GlobalLogic wishes to grant to Customer, a license to such software pursuant to the terms of this Agreement. Now Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Agreement Definitions. Capitalized terms used in this Agreement shall have the following definitions: "Authorized Line of Business" shall mean those divisions, departments, operating units or other lines of business within Customer's overall organization that are described as such in Exhibit A ("Authorized Line of Business"). "Authorized Sublicenses" shall have the meaning assigned to it in Subsection 2.2 ("Authorized Sublicenses"). "Claims" shall have the meaning assigned to it in Subsection 5.1 ("Claims"). "Confidential Information" shall have the meaning assigned to it in Section 10 ("Confidential Information"). "Customer Program" shall mean certain Object Code owned and licensable by Customer which Object Code provides material added value, and which Object Code shall be integrated with Licensed Software Object Code by Customer to comprise the Integrated Program for distribution under Authorized Sublicenses pursuant to Subsection 2.2 ("Authorized Sublicenses"). "Designated Employees" shall mean up to five (5) regular, full-time employees of Customer who are identified in writing from time to time by Customer, and who are authorized to communicate with GlobalLogic regarding the provision of Maintenance and Support hereunder. "Disclosing Party" shall have the meaning assigned to it in Section 10 ("Confidential Information"). "Documentation" shall mean any written documentation, in printed, magnetic, electronic or other format, provided by GlobalLogic for use with respect to the Licensed Software as provided by GlobalLogic. "Effective Date" shall have the meaning assigned to it in the first paragraph of this Agreement. "Error" shall have the meaning assigned to it in Exhibit C ("Maintenance and Support"). "Fees" shall mean either License Fees, Maintenance and Support Fees or both. "Indemnified Party" shall have the meaning assigned to it in Section 5 ("Indemnification"). "Indemnifying Party" shall have the meaning assigned to it in Section 5 ("Indemnification"). "Integrated Program" shall have the meaning assigned to it in Subsection 2.2 ("Authorized Sublicenses"). "License Fee" shall have the meaning assigned to it in Subsection 4.1 ("License Fee"). "Licensed Software" shall mean the solution accelerator software described as such in Exhibit B ("Licensed Software"), in both Source Code and Object Code formats, and including all Documentation, Sample Code and Updates. "Maintenance and Support" shall have the meaning assigned to it in Exhibit C ("Maintenance and Support"). "Maintenance and Support Fees" shall have the meaning assigned to it in Subsection 4.2 ("Maintenance and Support Fees"). "Object Code" shall mean the machine readable version of the computer software generated by a language processor such as an assembler or compiler. "Open Source Software" shall mean any computer software program of which: (i) the Source Code is available to the public for inspection and use by others, and (ii) the terms and conditions of the applicable license agreement permit recipients of the program freely (and without the payment of any fee or royalty) to copy, modify and distribute the program's Source Code in compliance with the corresponding Open Source Software license terms and conditions. "Receiving Party" shall have the meaning assigned to it in Section 10 ("Confidential Information"). "Sample Code" shall mean Source Code examples provided by GlobalLogic for informational purposes or to assist in the use of Licensed Software and the creation of Updates. "Source Code" shall mean the compilable, human-readable source code of computer software. "Specifications" shall mean the technical and functional specifications for the Licensed Software as set forth in the Documentation. "Term" shall have the meaning assigned to it in Section 7 ("Term and Termination"). "Updates" shall mean any modifications, enhancements, corrections, bug fixes, or other derivative works of the Licensed Software. Licensed Software. Licensed Software. Subject to the terms, conditions and obligations hereof, including without limitation the timely payment of the License Fee, GlobalLogic hereby grants to Customer a non-exclusive, non-transferable (other than as provided in Subsection 11.2 ("Assignment")), paid up, irrevocable, worldwide license, for the full duration of all intellectual property rights therein, to use, copy, create Updates of, and grant Authorized Sublicenses of, the Licensed Software solely by and within the Authorized Line of Business. For the elimination of doubt, the foregoing license shall not apply to any other divisions, departments, operating units or other lines of business within Customer's overall organization, and may be exercised on Customer's behalf solely by regular, full-time employees of the Authorized Line of Business. GlobalLogic shall make available one (1) copy of the Licensed Software promptly following the Effective Date, which shall be deemed accepted upon delivery, and Customer hereby waives any right of revocation of acceptance. Authorized Sublicenses. Customer may grant only the following sublicenses ("Authorized Sublicenses") of the rights grant herein. Each Authorized Sublicense shall: (a) apply only to the Object Code version of the Licensed Software, and not to any Source Code or any GlobalLogic intellectual property; (b) require that the Object Code version of the Licensed Software be integrated with a Customer Program in order to comprise the "Integrated Offering" prior to any distribution thereof to end users; (c) be in writing, in a commercially reasonably and legally enforceable form and format; (d) include an express prohibition on any attempt by or on behalf of the sublicensee to reverse compile, reverse assemble, reverse engineer or otherwise attempt or authorize any third party to attempt to obtain the Source Code or other trade secrets contained in the Licensed Software; (e) include an express prohibition on granting further sublicenses; (f) include GlobalLogic as an intended third-party beneficiary; (g) pass through all limitations contained herein, including without limitation those regarding Confidential Information and the Authorized Line of Business; and (h) be no less protective of GlobalLogic than this Agreement and no less protective of GlobalLogic than of Customer. Customer shall provide true and correct copies of all Authorized Sublicenses upon request by GlobalLogic during and after the Term of this Agreement; provided, however, that such copies shall be deemed the Confidential Information of Customer. Intellectual Property Markings. Customer shall not, nor shall Customer permit any third party (whether under an Authorized Sublicense or not) to, remove, change, obscure or deface any patent, copyright, trademark, confidentiality or other notices or labels contained with or on the Licensed Software. Limitations. The only licenses granted in this Agreement are those licenses expressly set forth herein, and there are no implied or other licenses. For the elimination of doubt, the licenses granted hereunder are non-exclusive, and GlobalLogic may have already granted, and may grant in the future, similar or identical licenses without notice to, or permission from, Customer of any third party. Open Source Software. Certain Open Source Software is useful or necessary to be used in conjunction with the Licensed Software. Promptly following the Effective Date, and thereafter from time to time, GlobalLogic shall provide Customer with a list of such Open Source Software libraries and URLs pointing to the corresponding Open Source Software license agreements. It shall be Customer's sole responsibility to enter into and to perform its obligations under such Open Source Software license agreements, and the terms thereof shall be solely between Customer and the corresponding licensors. Maintenance and Support. Where so indicated by the parties' signatures on Exhibit C ("Maintenance and Support"), and subject Customer's timely payment in advance of Maintenance and Support Fees, Customer shall be eligible to receive Maintenance and Support for the Licensed Software as provided therein. For the elimination of doubt, however, in no event shall GlobalLogic provide Maintenance and Support where the Licensed Software has been modified in any way (including by any Updates created by or on behalf of Customer), unless specifically and separately agreed to in writing by GlobalLogic. In the event of any such modification, GlobalLogic's obligation to provide Maintenance and Support shall immediately cease, and GlobalLogic shall not provide any refund of any prepaid Maintenance and Support Fees. Fees and Payment. License Fee. Within thirty (30) days of receipt of a corresponding GlobalLogic invoice, Customer shall pay to GlobalLogic a Fee for the licenses granted herein (the "License Fee") calculated pursuant to Exhibit D ("License Fee and Payment"). Maintenance and Support Fees. Where so indicated by the parties' signatures on Exhibit C ("Maintenance and Support") Customer shall pay an annual Maintenance and Support Fee for the provision of Maintenance and Support (the "Maintenance and Support Fee") to be calculated pursuant to Exhibit C ("Maintenance and Support"), and subject to the conditions stated therein. Payment and Effect of Late Payment. Payment. All Fees due to GlobalLogic under this Agreement shall be paid in United States dollars. License Fees shall be paid pursuant to Exhibit D ("License Fees and Payment"). Maintenance and Support Fees, if agreed to by the parties, shall be paid in advance and on an annual basis on the anniversary of the Effective Date in accordance with Exhibit C ("Maintenance and Support"). Effect of Late Payment. Any Fee payment not received shall bear interest at a rate of one and one-half percent (1.5%) per month or partial month, or the highest rate allowed by law, whichever is lower, and may be deemed a material breach of this Agreement at the discretion of GlobalLogic. Additional Maintenance and Support. Where GlobalLogic has ceased to provide Maintenance and Support pursuant to Section 3 ("Maintenance and Support"), GlobalLogic may nevertheless agree, upon request, to provide Maintenance and Support to be paid for separately on a per-person-hour, non-recurring engineering charge basis. Indemnification. Claims. By GlobalLogic. GlobalLogic hereby agrees to indemnify, defend and hold harmless Customer, its officers, directors, employees and agents from and against all third party claims, demands, threats, suits or proceedings and any and all costs or liabilities, including without limitation attorneys' fees and costs (collectively, "Claims") based upon or arising out of any direct infringement or misappropriation of the copyrights, trademarks or publicity rights of any third party caused by, or arising from, use by the Customer of the Licensed Software as delivered by GlobalLogic within the scope of the licenses granted herein. By Customer. Customer hereby agrees to indemnify, defend and hold harmless GlobalLogic, its officers, directors, employees and agents from and against all Claims based upon or arising out of any direct infringement or misappropriation of the copyrights, trademarks or publicity rights of any third party caused by, or arising from, any Updates, any use of the Licensed Software other than within the scope of the licenses granted herein, or any false or misleading statements made by or on behalf of Customer to any third party. Process. Each party seeking indemnification (the "Indemnified Party") shall provide written notice of each Claim to the other party (the "Indemnifying Party"), including the nature of the Claim, the amount of alleged monetary damages and the nature of any other relief sought. The Indemnified Party shall cooperate reasonably with the Indemnifying Party, at the Indemnifying Party's expense, in the Indemnifying Party's defense and settlement of each Claim. The Indemnified Party shall have the right to participate in such defense and settlement with counsel of its own choosing; provided that the fees for such counsel shall be paid by Indemnified Party. Representations, Limited Warranties and Disclaimer. Statement. Each party hereby represents and warrants to the other party as follows: (a) it has full power and authority to enter into this Agreement and to render its performance hereunder; (b) the individual signing on its behalf has full authority to bind it to this Agreement; and (c) it shall not make any license grant, assignment or agreement inconsistent with this Agreement. Disclaimer. THE WARRANTIES SET FORTH IN THIS SECTION 6 ("REPRESENTATIONS, LIMITED WARRANTIES AND DISCLAIMER") ARE THE ONLY WARRANTIES MADE HEREUNDER. GLOBALLOGIC HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, AND INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Term and Termination. Term. The term of this Agreement ("Term") shall commence upon the Effective Date, and shall continue for the duration of the period in which Customer receives Maintenance and Support, unless earlier terminated as provided below; provided, however, that any licenses granted herein shall continue for the full stated term. Termination for Breach. Either party may terminate this Agreement immediately upon written notice for the material breach of the other party, which material breach has remained uncured for a period of thirty (30) days from the date of delivery of written notice thereof to the breaching party. Effect. Upon any expiration or termination of this Agreement, the licenses granted herein that are not designated as irrevocable shall immediately terminate. Limitation of Liability. OTHER THAN FOR A BREACH OF SECTION 10 ("CONFIDENTIAL INFORMATION"), OR AS TO THOSE OBLIGATIONS ARISING UNDER SECTION 5 ("INDEMNIFICATION"), OR FOR EXCEEDING THE SCOPE OF ANY LICENSE GRANTED HEREIN, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES, INCIDENTAL DAMAGES OR PUNITIVE DAMAGES. OTHER THAN FOR A BREACH OF SECTION 10 ("CONFIDENTIAL INFORMATION") OR AS TO THOSE OBLIGATIONS ARISING UNDER SECTION 5 ("INDEMNIFICATION"), IN NO EVENT SHALL THE TOTAL LIABILITY OF GLOBALLOGIC EXCEED THE AMOUNTS PAID UNDER THIS AGREEMENT IN THE ONE (1) YEAR PERIOD IMMEDIATELY PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. WITH REGARDS TO GLOBALLOGIC'S OBLIGATIONS ARISING UNDER SECTION 5 ("INDEMNIFICATION"), IN NO EVENT SHALL THE TOTAL LIABILITY OF GLOBALLOGIC EXCEED THREE (3) TIMES THE AMOUNTS PAID FOR THE LICENSE FEES UNDER THIS AGREEMENT IN THE ONE (1) YEAR PERIOD IMMEDIATELY PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. Survival. In the event of any expiration or termination of this Agreement for any reason, the provisions of Section 1 ("Definitions"), Section 2 ("Licensed Software"), Section 4 ("Fees and Payment"), Section 5 ("Indemnification"), Section 6 ("Representations, Limited Warranties and Disclaimer"), Subsection 7.3 ("Effect"), Section 8 ("Limitation of Liability"), Section 9 ("Survival"), Section 10 ("Confidential Information") and Section 11 ("General") shall survive. Confidential Information. Description. Each party (the "Disclosing Party") may from time to time during the Term of this Agreement disclose to the other party (the "Receiving Party") certain non-public information regarding the Disclosing Party's business or technology, including technical, marketing, financial, personnel, planning, and other information ("Confidential Information"). The Disclosing Party shall mark all such Confidential Information in tangible form with the legend ‘confidential', ‘proprietary', or with a similar legend. With respect to Confidential Information disclosed orally, the Disclosing Party shall describe such Confidential Information as such at the time of disclosure, and shall confirm such Confidential Information as such in writing within thirty (30) days after the date of oral disclosure. Protection of Confidential Information. Except as expressly permitted by this Agreement, the Receiving Party shall not disclose the Confidential Information of the Disclosing Party and shall not use the Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement. The Receiving Party shall limit the disclosure of the Confidential Information of the Disclosing Party to the employees, contractors or professional advisors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement, and who are, with respect to the Confidential Information of the Disclosing Party, bound in writing by confidentiality terms no less restrictive than those contained herein. The Receiving Party shall provide copies of such written agreements to the Disclosing Party upon request; provided, however, that such agreement copies shall themselves be deemed the Confidential Information of the Receiving Party. Exceptions. Notwithstanding anything herein to the contrary, Confidential Information shall not be deemed to include any information which: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party as reflected in the written records of the Receiving Party; (b) was or has been lawfully disclosed by the Disclosing Party to a third party without obligation of confidence; (c) was or becomes lawfully known to the general public without breach of this Agreement; (d) is independently developed by the Receiving Party without access to, or use of, the Confidential Information; (e) is approved in writing by the Disclosing Party for disclosure by the Receiving Party; (f) is required to be disclosed in order for the Receiving Party to enforce its rights under this Agreement; or (g) is required to be disclosed by law or by the order of a court or similar judicial or administrative body; provided, however, that the Receiving Party shall notify the Disclosing Party of such requirement immediately and in writing (if permitted by law), and shall cooperate reasonably with the Disclosing Party, at the Disclosing Party's expense, in the obtaining of a protective or similar order with respect thereto. Return of Confidential Information. The Receiving Party shall return to the Disclosing Party, destroy or erase all Confidential Information of the Disclosing Party in tangible form: (a) upon the written request of the Disclosing Party; or (b) upon the expiration or termination of this Agreement, whichever comes first, and in both cases, the Receiving Party shall certify promptly and in writing that it has done so. General. Choice of Law and Arbitration. This Agreement shall be subject to the laws of the state of California as apply to contracts entered into and performed in California between California residents, and without regard for any conflicts of laws principle. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled exclusively by confidential arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, before a single arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The location of the arbitration shall be San Jose County, California. The arbitrator, and not a court, shall decide all issues relating to the formation, performance or breach of this Agreement, including the enforceability of this Agreement to arbitrate disputes. Assignment. Neither party may assign this Agreement in whole or in part without the prior, written consent of the other party, such consent not to be unreasonably withheld; provided, however, that either party may assign this Agreement in whole to a third party in the course of a merger, acquisition of equity or assets, or a similar transaction with such third party. Compliance with laws. Customer represents and warrants that Customer shall comply with all applicable laws in connection with the Licensed Software and the performance of its obligations under this Agreement. Without limitation of the foregoing, Customer shall comply with all laws pertaining to directly or indirectly, making, offering, causing to be made, accepting, requesting, suggesting, directing or otherwise inducing any bribe, payment, loan, commission, hospitality, gift of money, kick-back, inducement or anything of value or other advantage (individually or collectively "Bribery") to any official, employee, agent or instrumentality of any government, including legislative, administrative or judicial positions, or any public international organization or any other person, company or legal entity to gain any advantage for GlobalLogic or Customer, or which is in violation of any economic or trade sanctions, in connection with any transaction relating to this Agreement that could result in a violation of any laws relating to Bribery, including without limitation the Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 ("U.K. Bribery"). Notwithstanding any other provisions in this Agreement, GlobalLogic terminate this Agreement immediately upon written notice if Customer breaches any of the terms set forth in this section. Customer hereby acknowledges that the Licensed Software and other materials supplied by GlobalLogic under the Agreement may be subject to export or import controls under the laws and regulations of the United States or such other countries or jurisdictions as may be applicable. Customer shall comply with such applicable laws and regulations. Customer shall not, and shall not permit any other person, to export, re-export, import or re-import, or transfer the Licensed Software and other materials without first obtaining required government authorizations, approvals or licenses as may be applicable. GlobalLogic and Customer each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorizations or licenses, and to take timely action to obtain all required support documents. Customer agrees to maintain a record of exports, re-exports, and transfers of the GlobalLogic materials for five (5) years and to forward within that time period any required records to GlobalLogic or, at GlobalLogic's request, the U.S. Government. Customer agrees to permit audits by GlobalLogic or the U.S. Government as required under the regulations to ensure compliance with this Agreement. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations is delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of material or supplies or any other cause reasonably beyond the control of such party; provided that such party gives the other party written notice thereof promptly and uses its diligent, good faith efforts to commence full performance of its obligations as soon as reasonably practicable thereafter. In the event of such a condition that lasts more than sixty (60) days, either party may terminate this Agreement upon notice. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and concurrent agreements, representations and communications concerning the subject matter hereof, whether written or oral. In the event there is an inconsistency between the terms of the body of this agreement and any exhibit, the exhibit shall control. Amendments. Any amendment or modification to this Agreement must be in writing and signed by the respective duly authorized representatives of the parties and any purported oral amendment hereto shall have no effect. Attorneys' Fees. In the event of arbitration or litigation between the parties arising out of or with respect to this Agreement, the prevailing party shall be entitled to recover court costs and reasonable fees for attorneys, accountants, and expert witnesses incurred by such party in connection with the action. Protection of Rights. Customer hereby agrees to cooperate with GlobalLogic in connection with any actions GlobalLogic deems necessary to protect GlobalLogic's rights in and to the Licensed Software. Severance. If any portion of this Agreement is held to be invalid, void or unenforceable, the remaining provisions shall, nevertheless, continue in full force without being impaired or invalidated in any way. Each party acknowledges that it has participated in negotiating and drafting of this Agreement with the advice of their respective legal counsel, and accordingly this Agreement shall not be interpreted in favor of one party or the other. Publicity. Either party may, with the prior agreement of the other party which shall not be unreasonably withheld or delayed, issue a commercially reasonable press releases regarding the existence and nature of this Agreement. Notices. Any notices required under this Agreement shall be in writing and sent to the parties via registered mail (return receipt requested) or by recognized national or international express courier such as FedEx, to the following addresses or such other addresses as each party may for itself specify in writing from time to time: If to Customer: [PLACEHOLDER] With a Copy To: [PLACEHOLDER] If to GlobalLogic: Jae Kim Chief Legal Officer GlobalLogic, Inc. 1741 Technology Drive Suite 400 San Jose, CA 95110 With a Copy To: Ian Ballon, Esq. Greenberg Traurig, LLP 1849 Century Park East Suite 1900 San Jose, CA 90067 11.11 Counterparts. This Agreement may be signed by the parties in counterparts, each of which shall be deemed an original but all of which together shall constitute a single instrument. In Witness Whereof, this Agreement is executed and delivered effective as of the Effective Date. Agreed to: GlobalLogic Inc. [Correct Legal Name of Customer] By: By: Title: Title: Date: Date: Exhibit A Authorized Line of Business [PLACEHOLDER] Exhibit B Licensed Software 1. Library of Classes [PLACEHOLDER] 2. Documentation [PLACEHOLDER] 3. Sample Code [PLACEHOLDER] 4. Open Source Software [PLACEHOLDER] Exhibit C Maintenance and Support [PLACEHOLDER] "Maintenance and Support" shall consist of the following: * The Designated Employees may, from time to time contact GlobalLogic by e-mail to consult with GlobalLogic regarding the operation of the Licensed Software and any reproducible failure of Licensed Software to materially conform to its Documentation in ordinary use (each such condition to be considered an "Error"). * The Designated Employees shall provide to GlobalLogic all evidence and related information with respect to each Error, and GlobalLogic shall examine same. * To the extent that any such GlobalLogic examination confirms the existence of Errors, GlobalLogic shall use its commercially reasonable efforts to correct such Errors by providing Updates to the Software, and shall provide conforming Software to Customer promptly thereafter. * During the period in which Customer is receiving Maintenance and Support, GlobalLogic shall continue to make available to Customer all then-current Updates. GlobalLogic shall make Maintenance and Support available only during GlobalLogic's normal business hours and normal business days. Maintenance and Support Fees: The initial Maintenance and Support period shall be for _______________ immediately following acceptance of the Licensed Software, and during such period, no Maintenance and Support Fee shall be payable. Thereafter, however, in consideration of the continued provision of Maintenance and Support, Customer shall pay the following Maintenance and Support Fees in advance: Maintenance and Support Fees may be increased at any time upon no less than ninety (90) days' notice to Customer. Agreed to: GlobalLogic Inc. [Correct Legal Name of Customer] By: By: Title: Title: Date: Date: Exhibit D License Fee and Payment [PLACEHOLDER]