1	Terms and Conditions
The following paragraphs detail the Terms and Conditions of this document.
1.1	Term and Termination
The term of this document begins on the date stated herein, and unless terminated for breach, continues in accordance with its terms. Either party may notify the other in writing in case of the other's alleged breach of a material provision of this document. The recipient shall have thirty (30) days from the date of receipt of such notice to effect a cure (the “Cure Period”). If the recipient of the notice fails to effect a cure within the Cure Period, then the sender of the notice shall have the option of sending a written notice of termination, which notice shall take effect upon receipt. Any provision that by its nature or context is intended to survive any termination or expiration, including but not limited to provisions relating to payment of outstanding fees, confidentiality and liability, shall so survive.
1.2	Proprietary Rights
1.2.1	 GlassHouse Proprietary Rights
Subject to the Rights to Use Deliverables section of this document, all patents, copyrights, trade secrets, methodologies, ideas, inventions, concepts, know-how, techniques or other intellectual property developed or provided by GlassHouse (“GlassHouse Proprietary Rights”) are and remain the sole property of GlassHouse. 
1.2.2	Ownership in Deliverables
The ownership in copyrights to any reports, analyses, customized scripts which have been developed and delivered by GlassHouse for CUSTOMER within the framework of fulfilling the contractual obligations under the SOW (“Deliverables”) shall pass to CUSTOMER to the extent they are documented in writing and handed out to CUSTOMER. To the extent the Deliverables include GlassHouse Proprietary Rights, either party’s rights to use the Deliverables is governed by the following section.
1.2.3	Rights to Use Deliverables
With regards to any other GlassHouse Proprietary Rights contained in Deliverables, GlassHouse grants CUSTOMER the non-exclusive, non-transferable right to use (without the right to sublicense) the Deliverables perpetually for its internal business purposes; this license is limited to the use for such purposes for which the Deliverables have been delivered to CUSTOMER. GlassHouse shall not be limited in developing, using or marketing services or products which are similar to the Deliverables, or in using the Deliverables for future projects, but GlassHouse shall comply with its confidentiality obligations when doing so. The license granted in this Section excludes CUSTOMER furnished materials, GlassHouse’s generally available Products which are licensed via terms in a separate ordering agreement and pre-released products CUSTOMER may have received from vendor under a separate testing agreement.
1.3	Confidentiality
1.3.1	Confidential Information
“Confidential Information” means any information that is marked “confidential” or “proprietary,” or any other similar term or in relation to which its confidentiality should by its nature be inferred, or if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled, and provided in tangible form. Confidential Information does not include information that is (i) rightfully in the receiving party’s possession without obligation of confidentiality prior to receipt from the disclosing party; (ii) a matter of public knowledge; (iii) rightfully furnished to the receiving party by a third party without restriction on disclosure or use; or (iv) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Each party shall (i) use Confidential Information of the other party only for the purposes of exercising rights or performing obligations in connection with this document, and (ii) protect from disclosure to any third parties any Confidential Information disclosed by the other party for a period commencing upon the date of disclosure until three (3) years thereafter, provided, however, that (i) CUSTOMER data to which GlassHouse may have access in connection with the provision of the Services shall remain Confidential Information until one of the exceptions stated in the above definition of Confidential Information applies and (ii) Confidential Information that constitutes, contains or reveals, in whole or in part, GlassHouse proprietary rights shall not be disclosed by the receiving party at any time. Notwithstanding the foregoing, a receiving party may disclose Confidential Information (a) to an Affiliate for the purpose of fulfilling its obligations or exercising its rights hereunder as long as such Affiliate complies with the foregoing; and (b) if required by law provided the receiving party has given the disclosing party prompt notice. “Affiliate” means a legal entity that is controlled by, controls, or is under common “control” of a related entity. “Control” means more than 50% of the voting power or ownership interests.
1.3.2	Publicity
Each party shall not, and shall not authorize or assist another to, originate, produce, issue or release any written publicity, news release, marketing collateral or other publication or public announcement, relating in any way to this document entered into hereunder, without the prior written approval of the other, which approval shall not be unreasonably withheld; provided, however, that GlassHouse may identify CUSTOMER for reference purposes.
1.4	Warranty
1.4.1	Warranty
GlassHouse shall perform Services in a workmanlike manner in accordance with generally accepted industry standards. CUSTOMER must notify GlassHouse of any failure to so perform within ten (10) days after performance of the Services. GlassHouse’s entire liability, and CUSTOMER’d sole remedy, for GlassHouse’s failure to so perform shall be for GlassHouse to, at its option, (i) correct such failure, and/or (ii) terminate the applicable document and refund that portion of any fees received that correspond to such failure to perform.
1.4.2	NO FURTHER WARRANTIES
Except as expressly stated in the Warranty section of this document, GlassHouse (including its suppliers) makes no other express or implied warranties, written or oral. Insofar as permitted under applicable law, all other warranties are specifically excluded, including warranties arising by statute, course of dealing, or usage of trade.
1.5	Limitations of Liability
1.5.1	Limitation on Direct Damages
GlassHouse (WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH LOSS) SHALL NOT BE LIABLE IN CONTRACT, TORT OR OTHERWISE FOR: A) INDIRECT OR CONSEQUENTIAL LOSS; B) LOSS OF REVENUE; C) LOSS OF PROFITS; D) LOSS OF BUSINESS OR GOODWILL; E) LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA; OR F) LOSS OF AVAILABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROJECT. GlassHouse'S ENTIRE LIABILITY (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE) SHALL NOT EXCEED THE PRICE OF THE BREACHED MILESTONE OR, IF THE SOW IS NOT STRUCTURED IN MILESTONES, THE PRICE PAYABLE FOR THE SERVICES UNDER THE SOW.
1.5.2	No Indirect Damages
EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF GlassHouse’s INTELLECTUAL PROPERTY RIGHTS, NEITHER GlassHouse NOR CUSTOMER SHALL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF.