Preamble: This contract constitutes a contractual basis on which will be added the specific provisions which will have been discussed in a mandatory Amendment between the Client (the Licensee) and Ellipsys (the Licensor). The provisions concerning the kinematics, the technical architecture, the migration implementation deadlines, the financial provisions, the output validation methods, the NDA, etc. will be specified therein. Definitions: The Licensor is the party which develops and holds the intellectual property rights to the Software, and which grants the license to use this Software to the Licensee. Licensee is the party that receives the right to use the Software in accordance with the terms and conditions of this agreement. The Software: this is {oa.reverse}, automated migration software from SAP BO to Power BI listed on the Google Cloud Marketplace. The following was agreed: Article 1: Purpose of the Contract The purpose of this contract is to grant a license to use the SAP BO to Power BI migration Software by the Licensor to the Licensee, for a fixed period and under the conditions defined below. Missing or incomplete provisions will be established through an Amendment to this contract. Article 2: Description of the Software The Software enables the migration of data and reports from the SAP Business Objects platform (SAP BO) to Microsoft Power BI on Azure. It includes the following features: ­ Migrating the layout from SAP BO to Power BI ­ Migrating intelligence from SAP BO to Power BI Article 3: Duration of the License The license is granted for a period which will be specified in the Amendment to the license contract. This duration corresponds to the theoretical duration of the implementation of the migration estimated by both parties. An adjustment to the duration of the license will be made via a second Amendment if the migration cannot be finalized within the initial deadlines on the announced volumes. At the expiration of this period, the license will automatically terminate unless renewed in writing as agreed by both parties. Article 4: Rights of Use The Licensor grants the Licensee a non-exclusive and non-transferable right to use the Software during the validity period of this contract. The Licensee undertakes to use the Software in accordance with the conditions of use stipulated in this contract. Please note: for reasons of efficiency, the Licensor will offer to implement the software itself in a collaborative manner with the Licensee. Article 5: Restrictions The Licensee undertakes not to: ­ Copy, modify, or distribute the Software without the prior written permission of Licensor. ­ Decompile, disassemble or reverse engineer the Software. ­ Use the Software for any use other than that specified in this contract. Article 6: Introspection and Data Processing ­ The technical introspection of SAP BO will be carried out under the entire responsibility of the Licensee according to a methodology which will be specified in the Amendment to this contract. ­ A massive simplification of the upstream SAP BO platform can be considered, it will be specified in the Amendment if necessary. ­ Processing will be done in the Ellipsys Cloud (to be defined). ­ The migration destination platform is Azure. Article 7: Remuneration All financial provisions will be discussed in the Amendment to the license contract that the two parties will subsequently establish together. Transactions will take place wherever possible in euros. Article 9: Liability The Licensor cannot be held responsible for direct or indirect damage suffered by the Licensee as a result of the use of the Software, except in the event of serious fault or proven negligence on the part of the Licensor , it being understood that the Software will be implemented by the Licensor wherever possible. The presence of the Software on the Microsoft marketplace does not indicate that Microsoft is responsible for anything in the relationship between Licensor and Licensee. Article 10: Personal Data The Licensor, to the extent that it implements the Software itself, only processes metadata. Consequently, the provisions of the GDPR (General Data Protection Regulation) do not apply. If the Licensor were to have access to personal data falling under the GDPR, technical provisions would be adopted to comply with the text. They will be detailed in the Amendment to the license agreement. Article 11: Confidentiality The parties undertake to keep confidential all information exchanged within the framework of the execution of this contract and not to disclose it to third parties without the prior written authorization of the other party. Article 12: Termination This contract may be terminated automatically by one of the parties in the event of a serious breach by the other party of one of its contractual obligations, after formal notice remains without effect for 30 days. Article 13: Applicable Law and Disputes This contract is governed by Luxembourg law. Any dispute relating to the execution or interpretation of this contract will be subject to the exclusive jurisdiction of the Luxembourg courts. Article 14: Final Provisions Any modification of this contract must be the subject of an Amendment signed by both parties. A first mandatory Amendment will define, among other things, the technical and financial arrangements between the Licensor and the Licensee. If one or more stipulations of this contract are held to be invalid or declared such in application of a law, a regulation or following a final decision of a competent court, the other stipulations will retain their full force and effect. their scope.