AON HEWITT DEFINED CONTRIBUTION NEXUS PARTICIPATION AGREEMENT
|
|
- Thomasine Berry
- 6 years ago
- Views:
Transcription
1 AON HEWITT DEFINED CONTRIBUTION NEXUS PARTICIPATION AGREEMENT Participation Agreement (this Agreement ) made as of the day of, 20, by and among Hewitt Financial Services LLC ( HFS ) and ( Investment Manager ). RECITALS WHEREAS, HFS owns and maintains an Internet portal site called the Aon Hewitt Defined Contribution Nexus (the Nexus ) that provides, among other things, a marketplace in which collective trust asset managers, separate account asset managers, and/or mutual fund managers can provide certain information about their investment vehicles as described below to defined contribution plans administered by an affiliate of HFS ( DC Plans ); and WHEREAS, Investment Manager, a collective trust asset manager, a separate account asset manager, and/or mutual fund manager, desires to make certain of its investment vehicles available for purchase by DC Plans through the Nexus, and HFS desires to provide access to the Nexus to Investment Manager, on the terms and subject to the conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereto mutually agree as follows: 1. Participation in the Nexus. Subject to the terms and conditions set forth in this Agreement, HFS hereby grants Investment Manager access to the Nexus, and Investment Manager hereby accepts such access. In connection with the acceptance of participation in the Nexus, Investment Manager hereby represents and warrants to HFS that Investment Manager and the collective trust funds and/or mutual funds that Investment Manager intends to make available for purchase by DC Plans through the Nexus (the Investment Vehicles ) meet the following minimum requirements for participation in the Nexus: a) Investment Manager is a properly registered investment manager pursuant to the Investment Advisers Act of 1940, as amended (the Act ); b) Investment Manager has total firm assets under management of at least Two Hundred Million Dollars ($200,000,000); c) Investment Manager is able to operate in a daily valued recordkeeping environment. 2. License to Use the Nexus. Subject to the terms and conditions set forth in this Agreement, and effective only during the term of this Agreement, HFS grants to Investment Manager a non-exclusive, non-sublicensable, non-transferable license to: (a) use the HFS Information (other than the Nexus, which is subject to clause (b) below) made available to Investment Manager in connection with this Agreement; and (b) access the Nexus and the services that are accessible through the Nexus. Investment Manager shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the HFS Information or the Nexus; (ii) modify or make derivative works based on the HFS Information or the Nexus; (iii) reverse engineer the HFS Information or the Nexus; (iv) copy any ideas, features, functions or graphics of the HFS Information or the Nexus; (v) use the Nexus in a manner intended to abuse or violate the privacy or property rights of others; (vi) take any action that may affect the use or functionality of the Nexus; or (vii) access the Nexus in order to (A) Aon Hewitt 1 Form Version: Feb 2015
2 develop or provide a competitive product or service or (B) develop or provide a product using similar ideas, features, functions or graphics of the Nexus. This Agreement does not grant or otherwise give either party ownership in or any other right, title or interest, by implication, estoppel or otherwise, to use any of the other party s Proprietary Rights, except as explicitly described herein. As used above, the following terms shall have the definitions set forth below: a) HFS Information shall mean all data, information, images, text, content, or materials (in whatever form or media) that are owned by HFS (or its affiliates), or licensed by third parties to HFS (or its affiliates), that either (i) is supplied to Investment Manager by, or on behalf of, HFS hereunder or (ii) HFS makes accessible to Investment Manager pursuant to this Agreement, including: (a) the Nexus; (b) HFS s methodologies, techniques, templates, flowcharts, formulae, models, samples, records and documentation, concepts and knowhow; (c) all other materials or information in which HFS has Proprietary Rights; and (d) any derivatives, modifications or improvements of any of the foregoing, and all regardless of whether developed in connection with the Nexus. HFS Information does not constitute Investment Manager Information (as defined below). b) Proprietary Rights shall mean any and all worldwide intellectual or proprietary property owned or properly licensed by a party, and all intellectual or proprietary property rights subsumed therein, including patent rights, copyright rights, trademark or service mark rights, trade secret rights, rights of publicity, rights of privacy and moral rights, and any modifications, adaptations, adjustments, enhancements, updates, improvements, alterations and error corrections thereto and other derivative works thereof. 3. Ownership of Information. a) Investment Manager Information. Investment Manager Information will remain the exclusive property of Investment Manager, and HFS agrees that it shall not remove any copyright or other proprietary notices therefrom or use such materials except as contemplated in this Agreement. Investment Manager represents that the uses of the Investment Manager Information contemplated in this Agreement will not infringe the Proprietary Rights of any third party and that Investment Manager has obtained all consents of any such third party necessary for such uses of Investment Manager Information. Investment Manager grants to HFS a non-exclusive, royalty free, sublicensable, nontransferable license to use the Investment Manager Information in connection with HFS s performance of its obligations and exercise of its rights under this Agreement. As used herein, Investment Manager Information shall mean all data, information, images, text, content or materials (in whatever form or media) that are owned by Investment Manager, or licensed by third parties to Investment Manager, and that either (i) is supplied to HFS by, or on behalf of, Investment Manager hereunder or (ii) Investment Manager makes accessible to HFS pursuant to this Agreement (including by virtue of providing the same to Data Vendor (as defined in Section 4)), including: (a) the information required by the Data Vendor questionnaire; (b) Investment Manager s methodologies, techniques, templates, flowcharts, architecture designs, tools, specifications, standard materials, practices, processes, inventions, formulae, models, samples, records and documentation, concepts and know-how; (c) all other materials or information in which Investment Manager has Proprietary Rights; and (d) any derivatives, modifications or improvements of any of the foregoing. Investment Manager Information does not constitute HFS Information. Aon Hewitt 2 Form Version: Feb 2015
3 b) HFS Information. All HFS Information will remain the exclusive property of HFS, and Investment Manager agrees that it shall not remove any copyright or other proprietary notices therefrom or use such materials except as contemplated in this Agreement. HFS Information and HFS s Proprietary Rights are solely and exclusively the property of HFS (or its affiliates) and its (or their) licensors, and are protected under U.S. and international copyright, trademark, other intellectual property, and related laws. HFS represents that the uses of HFS Information contemplated in this Agreement will not infringe the Proprietary Rights of any third party and that HFS has obtained all consents of any such third party necessary for such uses of HFS Information. HFS retains the right to use its knowledge, experience and know-how (including processes, ideas, concepts and techniques developed in the course of performing its obligations hereunder) in any manner in the course of providing services to other clients. c) The Nexus. HFS shall have sole control over the operation, content, appearance and design of the Nexus. HFS may, at any time, create new features and areas of the Nexus (including the portion viewed by the DC Plans). Notwithstanding the foregoing, HFS shall not provide on the Nexus any information regarding any Investment Vehicle that was not provided by Investment Manager (including by virtue of providing such information to Data Vendor) or otherwise approved by Investment Manager or its designee. Except as stated in this Section 3(c), Investment Manager shall have no control over how the Investment Vehicles appear on the Nexus, including, without limitation, the prominence in which the Investment Vehicles appear relative to the investment vehicles of other asset managers. 4. Provision of Information to HFS s Data Vendor. In addition to providing Investment Manager Information directly to HFS and/or HFS s data vendor ( Data Vendor ), currently evestment Alliance, LLC, Investment Manager will also be required to complete and submit (via Data Vendor s proprietary Internet site or as otherwise specified by Data Vendor) a questionnaire for each Investment Vehicle, which questionnaire may include certain data points that Investment Manager does not currently provide to Data Vendor in the ordinary course of business. Investment Manager shall submit the questionnaire no later than the last day of the month first following the end of each calendar quarter (i.e., January 31, April 30, July 31 and October 30 of each year), or more frequently in Investment Manager s discretion. The submission of the questionnaire, or any other Investment Manager Information reasonably requested by HFS or Data Vendor, is a condition precedent to the applicable Investment Vehicle s availability for purchase by DC Plans through the Nexus. Investment Manager acknowledges and agrees that the Investment Manager Information provided by it pursuant to this Agreement will be automatically added to the Nexus, and will result in the assessment of fees pursuant to this Agreement in the event the Investment Vehicle(s) is/are selected by a DC Plan. 5. Representations of HFS. HFS represents that: (a) it is registered with the U.S. Securities and Exchange Commission as a broker-dealer pursuant to Section 15 of the Exchange Act of 1934, as amended; (b) it is a member of FINRA and SIPC; (c) it has full power and authority to enter into and perform this Agreement; (d) it will comply with all applicable requirements of laws, rules and regulations of governmental or self-regulatory authorities having jurisdiction for the acts and duties of HFS under this Agreement; Aon Hewitt 3 Form Version: Feb 2015
4 (e) it does not provide investment advice or recommend any particular Investment Vehicle or Investment Manager; (f) it has disclosed (or will disclose) to each DC Plan all fees it may receive under this agreement in connection with the Investment Vehicles purchased by such DC Plan; and (g) it will promptly notify Investment Manager in the event that it is for any reason unable to perform any of its obligations under this Agreement. 6. Representations of Investment Manager. Investment Manager represents that: (a) it has full power and authority to enter into and perform this Agreement; (b) it will comply with all applicable requirements of laws, rules and regulations of governmental or self-regulatory authorities having jurisdiction for the acts and duties of Investment Manager under this Agreement; (c) it will promptly notify HFS in the event that it is for any reason unable to perform any of its obligations under this Agreement; and (d) each Investment Vehicle is available for purchase by DC Plans and to be beneficially owned by any participant in such Plan residing anywhere in the United States or Puerto Rico. 7. Compensation of HFS. In consideration for providing the services under this Agreement, with respect to each Investment Vehicle purchased by a DC Plan during the period beginning on the effective date of this Agreement and ending on the date six (6) months following the termination of this Agreement by Investment Manager (other than a termination based on HFS s material breach) (such period being herein referred to as the Purchase Period ), Investment Manager shall pay HFS the fees set forth in Schedule A attached hereto, which payments shall continue until the Investment Vehicle is no longer included in the applicable DC Plan investment option lineup. Investment Manager acknowledges and agrees that such fees shall be due and payable to HFS for each situation where a DC Plan purchases any Investment Vehicle during the Purchase Period, regardless of whether the purchase was effective through the Nexus or Investment Manager s own selling efforts; provided, however, that such DC Plan has accepted the Nexus Terms of Use (as posted to the Nexus site), and where an affiliate of HFS serves as an investment advisor to such DC Plan, HFS shall ensure that any fees paid by Investment Manager under this Agreement are passed through to such DC Plan. Investment Manager shall pay any and all fees due and payable to HFS hereunder no later than thirty (30) days following the receipt of an invoice from HFS. The fees set forth in this paragraph are in addition to, and shall not include, any revenue sharing, 12b-1 fees, or other compensation that is due and payable to HFS, its affiliates or any DC Plan pursuant to a separate written agreement. 8. Confidentiality. a) Confidential Information. For purposes of this Agreement, Confidential Information includes: (a) the terms of this Agreement (including the Schedules attached hereto); (b) for Investment Manager, Investment Manager Information; (c) for HFS, HFS Information; (d) oral and written information designated by a party as confidential prior to the other party obtaining access thereto; and (e) oral and written information that should reasonably be expected to be treated as confidential by the recipient whether or not such information is designated as confidential. Each party s respective Confidential Information will remain its sole and exclusive property. Aon Hewitt 4 Form Version: Feb 2015
5 b) Treatment of Confidential Information. Each party will use reasonable efforts to cause its employees to minimize distribution and duplication, and to prevent unauthorized disclosure, of the Confidential Information of the other party. Each party agrees that only its employees who have a need to know the Confidential Information of the other party will receive such Confidential Information. No party will disclose the other party's Confidential Information to a third party without the prior written consent of the other party, which consent may be withheld for any reason or conditioned upon the execution of a confidentiality agreement reasonably acceptable to the owner of the Confidential Information. c) Exceptions. Confidential Information does not include information or materials if and to the extent it: (1) is or becomes generally available or known to the public through no fault of the receiving party; (2) was already known by or available to the receiving party prior to the disclosure by the disclosing party; (3) is subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party; or (4) has already been or is hereafter independently acquired or developed by the receiving party without violating this Section 8 or any confidentiality agreement with or other obligation to the disclosing party. For purposes of this Section 8, the disclosing party is the party to this Agreement (Investment Manager or HFS) that owns or otherwise controls the disclosed Confidential Information, and the receiving party is the party to this Agreement that has received the disclosing party's Confidential Information. d) Required Disclosure. The receiving party may disclose Confidential Information as required to comply with a valid order or other requirement of a court or other governmental body. Written notice of such order or requirement shall be given to the disclosing party promptly after being subject to such order or requirement and, if practicable, in advance of the required disclosure. The receiving party shall cooperate with efforts by the disclosing party to seek a modification of the disclosure requirement and/or a confidentiality agreement or protective order governing the disclosure. e) Return of Confidential Information. Upon the termination or expiration of this Agreement, the parties shall return to the disclosing party or destroy all Confidential Information, provided that if the Confidential Information is destroyed, the receiving party shall provide the disclosing party with a written certification of such destruction, which certificate shall be executed by an executive officer of the receiving party. f) Injunctive Relief. Each party acknowledges that any breach of any provision of this Section 8 by either party, or its agents, employees, representatives or subcontractors, may cause immediate and irreparable injury to the other party, and in the event of such breach, the injured party shall be entitled to seek injunctive relief, without bond or other security, and to any and all other remedies available at law or in equity. Aon Hewitt 5 Form Version: Feb 2015
6 9. Liability for Data Transmission. Notwithstanding anything else in this Agreement to the contrary, HFS shall have no liability to Investment Manager for any losses, damages, injuries, claims, cost or expenses arising as a result of a delay, omission or error in the transmission of data or for machine or computer breakdown or malfunction, interruption or malfunction of communication facilities, labor difficulties or any other similar or dissimilar acts of God. 10. Indemnification. Each of Investment Manager and HFS (an Indemnitor ) shall indemnify and hold harmless the other, and its respective officers, directors, partners, trustees, shareholders and agents ( Indemnitees ), against any claims or liabilities suffered by all or any of such Indemnitees to the extent arising out of any breach of this Agreement or any negligent act of commission or omission by the responsible Indemnitor relating to this Agreement or the services rendered hereunder, including reasonable legal fees and other out-of-pocket costs of defending against any such claim or liability. 11. Limitations on Liability. HFS s liability under this Agreement shall be limited to the compensation paid to HFS pursuant to Section 7, unless such liability arises as a result of HFS s willful, fraudulent or criminal misconduct or the infringement of the proprietary rights of a third party by use of the Nexus as contemplated hereunder. In addition, neither party shall be liable to the other party for incidental, consequential, punitive or special damages (including loss of data, business or goodwill) regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, and even if such party is advised of the likelihood of such damages. 12. Non-Exclusivity. Each party acknowledges and agrees that the other party may enter into agreements similar to this Agreement with other organizations and that this Agreement creates no exclusivity as to services or otherwise. 13. Term of Agreement. This Agreement shall become effective as of the date first set forth above. It shall continue in effect for an initial term of two years and thereafter from year to year after its initial term until terminated in accordance with the provisions hereof. This Agreement may be terminated at any time after its initial term by either party upon ninety (90) days written notice to the other party. Notwithstanding the foregoing, this Agreement shall be terminated immediately upon a material breach by either party not cured within the shorter of a reasonable time or thirty (30) days after notice from the other party. The provisions of paragraphs 3, 7, 8 and this paragraph 13 shall survive any termination of this Agreement. 14. Notices. All notices and other communications hereunder shall be in writing and shall be hand delivered or mailed by certified mail or overnight courier to the other party at the following address or such other address as each party may give notice to the other: If to HFS: Hewitt Financial Services c/o Hewitt Associates LLC 4 Overlook Point Lincolnshire, IL Attention: General Counsel If to Investment Manager: 15. Amendment, Assignment and Other Matters. This Agreement may not be amended except by a writing signed by the party against which enforcement is sought. This Agreement shall not be Aon Hewitt 6 Form Version: Feb 2015
7 assigned by either party without the written consent of the other party. This Agreement may be executed in several counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. The headings in this Agreement are for reference only and shall not affect the interpretation or construction of this Agreement. This Agreement contains the entire agreement of the parties as to the subject matter hereof and supersedes any prior agreements, written or oral. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to the principles of conflicts of law thereof. Any and all litigation or other proceedings initiated or brought by one party against another under or in connection with this Agreement shall be conducted in the U.S. District Court, Northern District of Illinois, Chicago, Illinois. [SIGNATURES ON FOLLOWING PAGE] Aon Hewitt 7 Form Version: Feb 2015
8 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. HEWITT FINANCIAL SERVICES LLC By: Title: By: Title: Aon Hewitt 8 Form Version: Feb 2015
9 Schedule A Fees For each actively managed Investment Vehicle, Investment Manager shall pay to HFS an annual fee equal to 0.03% of the average daily balance of assets invested in the Investment Vehicle, payable quarterly. For each passively managed Investment Vehicle, Investment Manager shall pay to HFS an annual fee equal to 0.005% of the average daily balance of assets invested in the Investment Vehicle, payable quarterly. Aon Hewitt 9 Form Version: Feb 2015
USTOCKTRAIN TRADING SIMULATOR TERMS AND CONDITIONS
USTOCKTRAIN TRADING SIMULATOR TERMS AND CONDITIONS PLEASE READ THESE USTOCKTRAIN TRADING SIMULATOR TERMS AND CONDITIONS ( TERMS AND CONDITIONS ) CAREFULLY. THE USTOCKTRAIN TRADING SIMULATOR SIMULATES SECURITIES
More informationJOINT MARKETING AND SALES REFERRAL AGREEMENT
This Referral Agreement (the Agreement) is made effective as of 2012 (the Effective Date) by and between Aerospike, Inc., a Delaware corporation, with an address at 2525 E. Charleston Road, Suite 201,
More informationSite Builder End User License Agreement
Site Builder End User License Agreement NOTICE: THE FOLLOWING TERMS AND CONDITIONS GOVERN ALL ACCESS TO AND USE OF CCH INCORPORATED S ( CCH ) CCH SITE BUILDER, INCLUDING ALL SERVICES, APPLICATIONS, ARTICLES,
More informationConnecticut Multiple Listing Service, Inc.
Connecticut Multiple Listing Service, Inc. DATA ACCESS AGREEMENT CTMLS 127 Washington Avenue West Building, 2 nd floor North Haven, CT 06473 203-234-7001 203-234-7151 (fax) www.ctstatewidemls.com 1 DATA
More informationRETS DATA ACCESS AGREEMENT
RETS DATA ACCESS AGREEMENT Smart MLS, Inc 860 North Main Street Ext. Wallingford, CT 06492 203-697-1006 203-697-1064 (fax) SmartMLS.com RETS Data Access Agreement rev.917 1 RETS DATA ACCESS AGREEMENT This
More informationDATA COLLECTION AGREEMENT MASTER TERMS RECITALS
DATA COLLECTION AGREEMENT MASTER TERMS RECITALS WHEREAS, CDR has developed the U.S. Wound Registry ( USWR ), to collect and report on standardized national clinical wound care data in connection with different
More informationIFBYPHONE RESELLER PROGRAM AGREEMENT
IFBYPHONE RESELLER PROGRAM AGREEMENT This Agreement between you (hereinafter referred to as You or Your ) and IFBYPHONE, INC., a Delaware Corporation registered to do business in Illinois (hereinafter
More informationMidwest Real Estate Data, LLC. MRED Participant Agreement 1 DEFINITIONS AND USAGE. MRED S OBLIGATIONS. PARTICIPANT ACKNOWLEDGMENTS.
Midwest Real Estate Data, LLC Participant Agreement This AGREEMENT is made and entered into by Midwest Real Estate Data, LLC ( MRED ), with offices at 2443 Warrenville Road, Suite 600, Lisle, IL 60532,
More informationDATABASE AND TRADEMARK LICENSE AGREEMENT
DATABASE AND TRADEMARK LICENSE AGREEMENT This Database and Trademark License Agreement ( Agreement ) is made and entered into by and between MetaMetrics, Inc., a North Carolina corporation with offices
More informationSOFTWARE LICENSE TERMS AND CONDITIONS
MMS Contract No: SOFTWARE LICENSE TERMS AND CONDITIONS These Software License Terms and Conditions (referred to interchangeably as the Terms and Conditions or the Agreement ) form a legal contract between
More informationSDL Web Click Wrap DEVELOPER SOFTWARE AND DISTRIBUTION AGREEMENT RESTRICTED TO USE BY DEVELOPERS. Terms and Conditions
SDL Web Click Wrap DEVELOPER SOFTWARE AND DISTRIBUTION AGREEMENT RESTRICTED TO USE BY DEVELOPERS Terms and Conditions 1. Your Relationship with SDL 1.1 Your use of any SDL Web software, including any web
More informationMunicipal Code Online Inc. Software as a Service Agreement
Exhibit A Municipal Code Online Inc. Software as a Service Agreement This Municipal Code Online, Inc. Software as a Service Agreement ( SaaS Agreement ) is made and entered into on this date, by and between
More informationConnectivity Services Information Document
Connectivity Services Information Document Firm: Address: USER INFORMATION City: State: Zip: Firm: Address: BUSINESS CONTACT BILLING ADDRESS City: State: Zip: ACCOUNT ADMINISTRATORS TECHNICAL CONTACT BILLING
More informationOTTO Archive, LLC CONTENT LICENSE AGREEMENT
OTTO Archive, LLC CONTENT LICENSE AGREEMENT This license agreement (the License Agreement ) along with the Website Terms and Conditions located at www.ottoarchive.com/terms and the terms of any Subagent
More informationOPEN TEXT PROFESSIONAL SERVICES AGREEMENT
OPEN TEXT PROFESSIONAL SERVICES AGREEMENT IMPORTANT - PLEASE READ CAREFULLY - BY ACCEPTING A QUOTATION OR STATEMENT OF WORK FOR PROFESSIONAL SERVICES FROM OPEN TEXT CORPORATION OR ONE OF ITS AFFILIATES
More information1. THE SYSTEM AND INFORMATION ACCESS
Family Portal SSS by Education Brands TERMS AND CONDITIONS These Terms of Service (the "Agreement") govern your use of the Parents' Financial Statement (PFS), Family Portal and/or SSS by Education Brands
More informationVISITING SCIENTIST AGREEMENT
VISITING SCIENTIST AGREEMENT THIS AGREEMENT effective on the date of final execution (the "Effective Date") by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a
More informationDrive Trust Alliance Member Services Agreement
Drive Trust Alliance Member Services Agreement This Member services agreement (the Agreement ) is made and entered into as of [date] (the Effective Date ) by and between Bright Plaza, Inc. (the Company
More informationCERTIFICATE SUBSCRIBER AGREEMENT FOR DIGITAL CERTIFICATES
YOU MUST READ THIS ("SUBSCRIBER AGREEMENT") CAREFULLY BEFORE APPLYING FOR, ACCEPTING, OR USING A DIGITAL CERTIFICATE ("CERTIFICATE"). A CERTIFICATE WILL ONLY BE ISSUED TO YOU IF YOU ACCEPT ALL OF THE TERMS
More informationMDP LABS SERVICES AGREEMENT
MDP LABS SERVICES AGREEMENT This MDP Labs Services Agreement sets forth the legally binding terms for your participation in athenahealth, Inc. s MDP Labs program, as may be rebranded and as further described
More informationMATERIALS TRANSFER AND EVALUATION LICENSE AGREEMENT. Carnegie Mellon University
MATERIALS TRANSFER AND EVALUATION LICENSE AGREEMENT Carnegie Mellon University This Agreement (hereinafter this Agreement ) is made and entered into this day of, ( Effective Date ) by and between Carnegie
More informationWU contract # NON EXCLUSIVE LICENSE AGREEMENT
WU contract # 005900- NON EXCLUSIVE LICENSE AGREEMENT THIS NON EXCLUSIVE LICENSE AGREEMENT (the Agreement ) is made and entered into, as of the last of the dates shown in the signature block below ( Effective
More informationVISA Inc. VISA 3-D Secure Authentication Services Testing Agreement
VISA Inc. VISA 3-D Secure Authentication Services Testing Agreement Full Legal Name of Visa Entity: Visa International Service Association Inc. Type of Entity/Jurisdiction of Organization: Delaware corporation
More informationMOTOROLA LICENSE AGREEMENT FOR MOTOROLA RADIO SERVICE SOFTWARE
MOTOROLA LICENSE AGREEMENT FOR MOTOROLA RADIO SERVICE SOFTWARE IMPORTANT THIS IS A LICENSE AGREEMENT BETWEEN MOTOROLA, INC. (MOTOROLA) AND THE REGISTERD MOTOROLA CUSTOMER ON WHOSE BEHALF THIS LICENSE AGREEMENT
More informationINTERNET ADVERTISING AGREEMENT. THIS AGREEMENT made as of this day of, 2004.
INTERNET ADVERTISING AGREEMENT THIS AGREEMENT made as of this day of, 2004. BETWEEN: THOMSON ASSOCIATES INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter referred
More informationINTRODUCING BROKER AGREEMENT
INTRODUCING BROKER AGREEMENT This IB Agreement (this "Agreement") is made and entered by Topic Markets Limited Ltd., and (the "Corporate/Individual") (the "IB"), Address Whereas, the Company operates a
More informationADAM 3 AND ADAM 5 LICENSED PRODUCT END USER LICENSE AGREEMENT (For Customers without a Mater Service Agreement)
ADAM 3 AND ADAM 5 LICENSED PRODUCT END USER LICENSE AGREEMENT (For Customers without a Mater Service Agreement) This license agreement for ADAM 3 and ADAM Licensed products (the Agreement ) applies to
More informationSUBSCRIPTION LICENSE AND PROFESSIONAL SERVICES AGREEMENT
SUBSCRIPTION LICENSE AND PROFESSIONAL SERVICES AGREEMENT THIS OKTA SUBSCRIPTION LICENSE AND PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") GOVERNS THE USE OF THE SERVICE, PROFESSIONAL SERVICES AND TRAINING
More informationNITRO READER END USER LICENSE AGREEMENT
NITRO READER END USER LICENSE AGREEMENT Updated: 1 January 2013 As used in this End User License Agreement ("EULA"), references to "Nitro" are to Nitro PDF, Inc., a California corporation at 225 Bush St
More informationINSTITUTIONAL LICENSE TERMS OF USE AGREEMENT
INSTITUTIONAL LICENSE TERMS OF USE AGREEMENT IMPORTANT-READ CAREFULLY: This license agreement is a legal agreement between the purchaser of the Program ( Licensee ) and the American Association of Critical-Care
More informationHDCP RESELLER ASSOCIATE AGREEMENT W I T N E S S E T H
Last Revised: 8/10/2008 HDCP RESELLER ASSOCIATE AGREEMENT This HDCP Reseller Associate Agreement (the Agreement ) is effective as of latest date set out on the signature page hereof (the Effective Date
More informationEND-USER LICENSE AGREEMENT
END-USER LICENSE AGREEMENT CUSTOMER DATA: THE PRIVACY OF CUSTOMER DATA IS PROTECTED AND SECURE WITH THIS LICENSED PRODUCT THROUGH THE AUTHORIZATION OF THIS END USER LICENSE AGREEMENT. ALL DEALER DATA ACCESSED
More informationWILLIAM MARSH RICE UNIVERSITY SPONSORED COURSE AGREEMENT. Comp 410/539. Agreement No.
WILLIAM MARSH RICE UNIVERSITY SPONSORED COURSE AGREEMENT Comp 410/539 Agreement No. THIS SPONSORED COURSE AGREEMENT, dated as of ( Agreement ), is made and entered into by and between with a principal
More informationOPEN DESIGN ALLIANCE EVALUATION LICENSE AGREEMENT
OPEN DESIGN ALLIANCE EVALUATION LICENSE AGREEMENT This Evaluation License Agreement (this Agreement ) is made and entered into by and between Open Design Alliance, an Arizona nonprofit corporation (the
More informationLicense Agreement. 1.4 Named User License A Named User License is a license for one (1) Named User to access the Software.
THIS AGREEMENT is between Salient Corporation, a New York corporation with its principal office and place of business located at 203 Colonial Drive, Horseheads, NY 14845 ( Salient ) and any party that
More informationFS- ISAC Affiliate Agreement
FS-ISAC AFFILIATE AGREEMENT GENERAL TERMS AND CONDITIONS By signing this agreement, you ( Affiliate ), agree to become an Affiliate to, and to participate in, the Financial Services Information Sharing
More informationDATA COMMONS SERVICES AGREEMENT
DATA COMMONS SERVICES AGREEMENT This Data Commons Services Agreement (this Agreement ) is made as of, 2017 (the Effective Date ), by and between Center for Computational Science Research, Inc. (CCSR),
More informationUSE OF MLS IDX LISTING DATA BY RETS COMPATIBLE VENDOR
USE OF MLS IDX LISTING DATA BY RETS COMPATIBLE VENDOR This Agreement is entered into this day of, 20 between the Tucson Association of REALTORS, Inc. D.B.A MLS of Southern Arizona ( MLSSAZ ) and ( Vendor
More informationAISGW Corporate Relations Policy
AISGW Corporate Relations Policy Purpose This policy is intended to guide the development and management of relationships between the Association of Independent School of Greater Washington (AISGW) and
More informationSERVICES TERMS AND CONDITIONS
SERVICES TERMS AND CONDITIONS IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, SINCE YOUR USE OF THE CORSEARCH SERVICES CONSTITUTES ACCEPTANCE OF THESE TERMS AND CREATES A BINDING
More informationCORE TECHNOLOGIES CONSULTING, LLC UNLIMITED OEM SOFTWARE LICENSE AGREEMENT
CORE TECHNOLOGIES CONSULTING, LLC UNLIMITED OEM SOFTWARE LICENSE AGREEMENT ATTENTION: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU INSTALL, COPY, DOWNLOAD OR USE THIS SOFTWARE ACCOMPANYING THIS PACKAGE.
More informationAUTONOMIE COMMERCIAL SOFTWARE LICENSE AGREEMENT
AUTONOMIE COMMERCIAL SOFTWARE LICENSE AGREEMENT This Agreement is made between the UChicago Argonne, LLC, as operator of Argonne National Laboratory under Contract No. DE-AC02-06CH11357 ("Licensor") with
More informationTRADEMARK LICENSE AGREEMENT
TRADEMARK LICENSE AGREEMENT THIS AGREEMENT is effective as of (hereinafter the Effective Date ) by and between the Computer Measurement Group, Inc. ( CMG ), having its principal place of business at P.O.
More informationNON-TRANSFERABLE AND NON-EXCLUSIVE LICENSE AGREEMENT
NON-TRANSFERABLE AND NON-EXCLUSIVE LICENSE AGREEMENT This Non-Transferable and Non-Exclusive License Agreement (the Agreement ) is effective between Trident Automation, Inc. (the "Licensor") and Customer
More informationSERVICE REFERRAL AGREEMENT
SERVICE REFERRAL AGREEMENT THIS SERVICE REFERRAL AGREEMENT (the "Agreement" ) is made and entered into on the date accepted by the Company identified below in the acceptance process ( Referral Representative
More informationDirect Phone Number: Last Name: Title: Alliance Primary Contact (if different than authorized signatory contact): First Name:
Thank you for your interest in the CommonWell Health Alliance. To help us process your membership application, please complete the below information along with your signed Membership agreement, which requires
More informationClient Order Routing Agreement Standard Terms and Conditions
Client Order Routing Agreement Standard Terms and Conditions These terms and conditions apply to the COR Form and form part of the Client Order Routing agreement (the Agreement ) between: Cboe Chi-X Europe
More informationAGILE RISK MANAGEMENT LLC MASTER SOFTWARE LICENSE AGREEMENT
AGILE RISK MANAGEMENT LLC MASTER SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS 1. Scope of Agreement; Definitions. This Agreement covers the license and permitted use of the Agile Risk Management LLC
More informationSYMPTOM MEDIA INDIVIDUAL SUBSCRIPTION TERMS AND CONDITIONS:
SYMPTOM MEDIA INDIVIDUAL SUBSCRIPTION TERMS AND CONDITIONS: 1. Grant of License. 1.1 Subject to the terms of this Agreement, Licensor (Symptom Media) hereby grants to Licensee (Authorized User), a limited,
More informationI300 SOFTWARE LICENSE AGREEMENT 1. DEFINITIONS
I300 SOFTWARE LICENSE AGREEMENT 1. DEFINITIONS a. The term "Licensed Program" shall mean (i) the computer software program identified in the Purchase Contract/Order and (ii) all related material in machine
More informationThe Business Network: Terms of Use
The Business Network: Terms of Use Please read these online terms and conditions (the Agreement ) carefully. By accessing, using or downloading materials from this Web Site, you agree to be bound by these
More informationRESEARCH AGREEMENT. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree to the following:
RESEARCH AGREEMENT THIS AGREEMENT effective this day of by and between, with offices located at, (hereinafter referred to as "Sponsor") and the University of Florida Board of Trustees, a public corporation
More informationBY REGISTERING WITH REGSYSINC.COM AND USING THE WEBSITE AT
BY REGISTERING WITH REGSYSINC.COM AND USING THE WEBSITE AT WWW.REGSYSINC.COM, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT Welcome to the Registration Systems, Inc. ("Regsys")
More informationLICENSE AGREEMENT RECITALS
LICENSE AGREEMENT This License Agreement ("Agreement") is entered into as of this day of, 20 (the Effective Date ) by and between the Subaru of America, Inc. ("SOA"), a New Jersey corporation having its
More informationModel Agreement SBIR/STTR Programs
Model Agreement SBIR/STTR Programs Allocation of Rights in Intellectual Property and Rights to Carry Out Follow-on Research, Development, or Commercialization This Agreement between, a small business concern
More informationADVANCED ACCESS CONTENT SYSTEM ( AACS ) RESELLER AGREEMENT
ADVANCED ACCESS CONTENT SYSTEM ( AACS ) RESELLER AGREEMENT This AACS Authorized Reseller Agreement ( Reseller Agreement ) is effective as of (the Effective Date ) by and between Advanced Access Content
More informationOZO LIVE EVALUATION SOFTWARE LICENSE AGREEMENT
OZO LIVE EVALUATION SOFTWARE LICENSE AGREEMENT This Evaluation License Agreement ( Agreement ) is a legal agreement between Nokia Technologies Ltd., Karaportti 3, FI-02610 Espoo, Finland ( Nokia ) and
More informationLICENSE AGREEMENT. For purposes of this Agreement, the following terms shall have the following meanings:
LICENSE AGREEMENT This License Agreement ( Agreement ) is made and entered into by and between the Wireless Application Protocol Forum Ltd. ( WAP Forum ) and You. In consideration of the covenants set
More informationCOLOR PRINTER DRIVER FOR WINDOWS 10/8/7/Vista 32-bit and 64-bit LICENSE AGREEMENT
COLOR PRINTER DRIVER FOR WINDOWS 10/8/7/Vista 32-bit and 64-bit LICENSE AGREEMENT This Software Development License Agreement ( Agreement ) is made and entered into by and between ( Licensee ), a corporation
More informationAT&T. End User License Agreement For. AT&T WorkBench Application
AT&T End User License Agreement For AT&T WorkBench Application PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT ( LICENSE ) CAREFULLY BEFORE CLICKING THE ACCEPT BUTTON OR DOWNLOADING OR USING THE AT&T
More informationAuto-print SDK/ACTIVEX DISTRIBUTION LICENSE AGREEMENT
Auto-print SDK/ACTIVEX DISTRIBUTION LICENSE AGREEMENT This Software Distribution/Runtime License Agreement ( Agreement ) is made and entered into by and between ( Licensee ), a corporation having its principal
More informationCHARITABLE CONTRIBUTION AGREEMENT
CHARITABLE CONTRIBUTION AGREEMENT Capital One Services, LLC ( Capital One, we, us or our as the context requires) is pleased to provide a financial contribution to you ( Company, you or your as the context
More informationTrademark License Agreement
Trademark License Agreement This Trademark License Agreement (the "Agreement") is made and entered into by and between Council of Multiple Listing Services, a Washington nonprofit corporation (the "CMLS"),
More informationSangoma Remote Monitoring Service (RMS)
Sangoma Remote Monitoring Service (RMS) Terms and Agreement These Service Terms and Agreement, together with the purchase by the Customer of the remote monitoring service (RMS) (as defined in Section 2
More informationProcessing Credit Cards from The Raiser s Edge using IATS
Processing Credit Cards from The Raiser s Edge using IATS Blackbaud has partnered with IATS, A Ticketmaster Company, to make it even easier for nonprofits organizations to accept credit card donations
More informationINTRODUCING BROKER AGREEMENT
INTRODUCING BROKER AGREEMENT This Introducing Broker Agreement (the" Agreement ) is made as of the later of the two signature dates set forth below (Renewal of Agreement ), by and between CF MERCHANTS
More informationCSI WORKSHOP LICENSE AGREEMENT FOR INTERNAL USE
WORKSHOP LICENSE AGREEMENT FOR INTERNAL USE This Workshop Agreement for Internal Use (the Agreement ) is made by and between The Consortium for Service Innovation, a Washington non-profit corporation,
More informationJNBridge SOFTWARE LICENSE AGREEMENT
JNBridge SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE AGREEMENT ( AGREEMENT ) IS ENTERED INTO BETWEEN JNBRIDGE, LLC ( JNBRIDGE ) AND YOU OR, IF YOU REPRESENT AN ENTITY OR OTHER ORGANIZATION, THAT ENTITY
More informationTRADEMARK LICENSE AGREEMENT
TRADEMARK LICENSE AGREEMENT This (the Agreement ) is made and effective as of, 20 ( Effective Date ) by and between, [an individual] [corporation] [etc.] (the Licensor ) and The Chesapeake Beach Civic
More informationSERVICES AGREEMENT No.
SERVICES AGREEMENT No. This is a services agreement ( Agreement ) by and between the WOODS HOLE OCEANOGRAPHIC INSTITUTION (WHOI), a corporation with its principal place of business in Woods Hole, Massachusetts,
More informationAGREEMENT WHEREAS Product ). WHEREAS WHEREAS WHEREAS NOW, THEREFORE, Appointment & License End-users Reseller Obligations Sales Exhibit 1
AGREEMENT WHEREAS, Novisign is the developer and owner of all rights to a digital signage software system (the Product ). The "Product" will also include upgrades, modifications, and new sub-versions and
More informationInvestment Consulting Agreement
Moloney Securities Co., Inc. Registered Broker/Dealer Registered Investment Advisor Member FINRA Member SIPC Member MSRB 13537 Barrett Parkway Dr., Suite 300, Manchester, MO 63021 (314) 909-0600 Investment
More informationVerudix Solutions Licensing Agreement and. Contract
Verudix Solutions Licensing Agreement and Licensing Contract Restrictions: StandardsScore software (previously known as WebGrader software ("Software") contains copyrighted material, trade secrets, and
More informationSYNDIKO'S LLC, TREASURE HEALTH LLC, D&P MEDICAL GROUP LLC- WEBSITE AFFILIATE AGREEMENT
SYNDIKO'S LLC, TREASURE HEALTH LLC, D&P MEDICAL GROUP LLC- WEBSITE AFFILIATE AGREEMENT This (the Agreement ) is entered into as of, 20 (the Effective Date ) by and between Syndiko's Investment's LLC incorporated
More informationHOURLY CONSULTING TERMS AND CONDITIONS
HOURLY CONSULTING TERMS AND CONDITIONS Table of Contents 1. OVERVIEW... 3 1.1. AGREEMENT TO BOUND... 3 1.2. CONFIDENTIALITY STATEMENT... 3 1.3. DESCRIPTION OF SERVICES TO BE RENDERED... 3 2. PRICING...
More informationNON-EXCLUSIVE LICENSE FOR USE OF SCHOOL WORDMARKS AND LOGOS
NON-EXCLUSIVE LICENSE FOR USE OF SCHOOL WORDMARKS AND LOGOS THIS LICENSE AGREEMENT (hereinafter "Agreement") is entered into by and between Greenville Independent School District, an independent school
More informationSOFTWARE LICENSE AGREEMENT
dbdos PRO 6 SOFTWARE LICENSE AGREEMENT This Software License Agreement (the Agreement ) is entered into by and between DBASE, LLC, a New York limited liability company, with a mailing address at 31 Front
More informationCLINICAL TRIAL AGREEMENT for INVESTIGATOR-INITIATED STUDY
NOTE: This document is only a template. It is subject to change depending upon the specific needs of a study. In order for it to be considered ready for execution, it must be reviewed by the IU Clinical
More informationQUEEN'S UNIVERSITY TRADEMARK LICENSE AGREEMENT
SCHEDULE A STANDARD TERMS AND CONDITIONS DEFINITIONS 1.1 The Terms herein defined and used in this Agreement shall, unless the context clearly indicates to the contrary, have the meaning set forth in this
More informationBalsamiq End User License Agreement
Balsamiq End User License Agreement Version 2.7, December 2014 The individual installing or using this software represents that he or she has authority to enter into this Agreement with Balsamiq on behalf
More informationINTERNSHIP TERMS. For Graduate Student Educational Projects. Undertaken Through the UNIVERSITY OF ALBERTA
University of Alberta MITACS ACCELERATE Internship 1 INTERNSHIP TERMS For Graduate Student Educational Projects Undertaken Through the UNIVERSITY OF ALBERTA Funded Through the MITACS ACCELERATE Internship
More informationMOBILE CONNECT SERVICE PROVIDER ACCESS AGREEMENT STANDARD TERMS AND CONDITIONS
MOBILE CONNECT SERVICE PROVIDER ACCESS AGREEMENT STANDARD TERMS AND CONDITIONS This Mobile Connect Service Provider Agreement (the Agreement ) is entered into by and between the person agreeing to the
More informationTECHNOLOGY CONSULTING AGREEMENT
TECHNOLOGY CONSULTING AGREEMENT This Technology Consulting Agreement (the Agreement ) is made and entered into as of the last date executed below (the Effective Date ) by and between Central Nine Career
More informationWebsite Development Agreement
Website Development Agreement This WEB SITE DEVELOPMENT AGREEMENT ("Agreement") is an agreement between Lotta Digital (Lotta Digital is a registered name of Qikmo Technology Inc.) ("Company") and the party
More informationINDEPENDENT CONTRACTOR AGREEMENT
INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this Agreement ), effective as of, 2017 (the Effective Date ), is by and between, a New York corporation having a principal place
More informationPURCHASE ORDER TERMS AND CONDITIONS
PURCHASE ORDER TERMS AND CONDITIONS 1. SERVICES & DELIVERABLES. Seller agrees to provide to CORTEC PRECISION SHEETMETAL (or its subsidiaries, if such subsidiaries are designated as the contracting parties
More informationCODERED NEXT SERVICES AGREEMENT
CODERED NEXT SERVICES AGREEMENT This CodeRED NEXT Services Agreement ( Agreement ) is made and effective as of the last date written below (the Effective Date ) by and between Emergency Communications
More informationGREEN ELECTRONICS COUNCIL UL ECOLOGO/EPEAT JOINT CERTIFICATION LICENSE AND PARTICIPATING MANUFACTURER AGREEMENT
GREEN ELECTRONICS COUNCIL UL ECOLOGO/EPEAT JOINT CERTIFICATION LICENSE AND PARTICIPATING MANUFACTURER AGREEMENT THIS AGREEMENT, including all Schedules and Exhibits attached hereto (this Agreement ), is
More informationANNOTATION SDK/ACTIVEX DEVELOPMENT LICENSE AGREEMENT
ANNOTATION SDK/ACTIVEX DEVELOPMENT LICENSE AGREEMENT This Software Development License Agreement ( Agreement ) is made and entered into by and between ( Licensee ), a corporation having its principal place
More informationIMPORTANT READ CAREFULLY BEFORE INSTALLING OR USING THIS PRODUCT
IMPORTANT READ CAREFULLY BEFORE INSTALLING OR USING THIS PRODUCT THIS PRODUCT CONTAINS UNIVERSAL SSH KEY MANAGER AND TECTIA SSH SERVER COMPUTER SOFTWARE APPLICATIONS AND RELATED DOCUMENTATION AND OTHER
More informationEMPOWER SOFTWARE HOSTED SERVICES AGREEMENT
EMPOWER SOFTWARE HOSTED SERVICES AGREEMENT 1. AGREEMENT. THIS HOSTED SERVICES AGREEMENT IS A BINDING CONTRACT between Empower Software, Inc. ( Empower or we ) and you and/or the company or other legal
More informationFramework Contract for the provision of Reference Mapping Products
Framework Contract for the provision of Reference Mapping Products Tender Reference: SATCEN-OP-02/17 Annex 9 Draft Non-Disclosure Agreement - 1 - This Agreement made and entered into force as of DD/MM/YYYY
More informationEND-USER SOFTWARE LICENSE AGREEMENT
END-USER SOFTWARE LICENSE AGREEMENT THIS LICENSE AGREEMENT ( Agreement ), is made and entered into by and between Web User who downloads and installs Software (hereinafter called "Licensee"), and Automation
More informationZEN PROTOCOL SOFTWARE LICENSE
ZEN PROTOCOL SOFTWARE LICENSE This Zen Protocol Software License (this "Agreement" ) governs Your use of the computer software (including wallet, miner, tools, compilers, documentation, examples, source
More informationARTWORK LICENSING AGREEMENT
ARTWORK LICENSING AGREEMENT THIS ARTWORK LICENSING AGREEMENT ( Agreement ) is made as of, 20 by and between National Real Estate Development, LLC ( Owner ) and ( Artist ). Owner and Artist are each referred
More informationIxANVL Binary License Agreement
IxANVL Binary License Agreement This IxANVL Binary License Agreement (this Agreement ) is a legal agreement between you (a business entity and not an individual) ( Licensee ) and Ixia, a California corporation
More informationTERMS OF USE. 2. Restrictions on Use of the Services.
TERMS OF USE This website and Caremerge s products and services ( Services ) are owned by Caremerge, Inc., a Delaware Corporation, and its affiliates (collectively, "Caremerge") and are provided subject
More informationCOMMERCIAL EVALUATION LICENSE AGREEMENT PURDUE RESEARCH FOUNDATION [ ] PRF Docket No.:
COMMERCIAL EVALUATION LICENSE AGREEMENT BETWEEN PURDUE RESEARCH FOUNDATION AND [ ] PRF Docket No.: CELA (OTC June 2012) COMMERCIAL EVALUATION LICENSE AGREEMENT This Commercial Evaluation License Agreement
More informationMAPR END USER LICENSE AGREEMENT Last updated: April 20, 2016
MAPR END USER LICENSE AGREEMENT Last updated: April 20, 2016 THIS MAPR END USER LICENSE AGREEMENT ( AGREEMENT ) IS BY AND BETWEEN MAPR TECHNOLOGIES INC., A DELAWARE COMPANY WITH OFFICES AT 350 HOLGER WAY,
More informationOPENPOWER TRADEMARK LICENSE AGREEMENT
OPENPOWER TRADEMARK LICENSE AGREEMENT This OpenPOWER Trademark License Agreement (this Agreement ) is made and entered into by and between the ( OpenPOWER ) and the licensee ( Licensee ) identified in
More information