Common use of MISCELLANEOUS TERMS & CONDITIONS Clause in Contracts

MISCELLANEOUS TERMS & CONDITIONS. a) You certify that you are a PartnerWorld member in good standing, and agree to maintain such status for the term of this Transaction Document. b) Any information exchanged under this Agreement that is identified as confidential by either party will be governed by the confidentiality terms of the PartnerWorld Agreement. d) IBM reserves the right to change the part numbers and/or pricing metrics for the Programs and/or Subscription and Support listed in Section 1, upon written notice to you. Changes to either part numbers or pricing metrics will not cause a change in the effective prices for either Programs or Subscription and Support. f) If IBM announces a general SRP price increase for the Programs and/or Subscription and Support listed in Section 1, IBM reserves the right to pass the price increase(s) to you with 30 days written notice. The price increase(s) will be effective on the annual anniversaries of the effective date of the Transaction Document, are not retroactive, and will not exceed *** per year. g) IBM provides a License Information Document (“LI”) for each Program. You must ensure that your Customers are bound by the terms in the LI and all licensing files, including NOTICES files, which accompany or are included in the Program. You agree to be bound by such terms when you use the Programs as authorized under this Agreement. Notwithstanding the above, terms in the LI referencing the IBM International Program License Agreement (IPLA) do not apply and terms in the LI referencing pricing metrics do not apply to the extent they conflict with this Agreement. h) If a Program contains third party code that is provided under a third-party license agreement, then the terms and conditions of the third party license agreement apply to such code. Except in the copying and distribution of the Programs, you may not use third parties’ names or trademarks, including in connection with the marketing of the Value Add Component or Solution, without the Third Parties’ prior written consent. i) The license granted for the Programs is a “restricted license” which means the Programs may only be used in conjunction with the Value-Add Components as part of the Solution. j) Each party agrees to comply with all applicable export and import laws and regulations, U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. Programs may contain cryptography subject to the U.S. Export Administration Regulations (EAR). Transfer to, or use by, users of Programs or Solutions may be prohibited or subject to export or import laws, regulations or policies, including those of the United States . Licensee assumes all responsibility for complying with all applicable laws, regulations and policies regarding the export, import, or use of Programs and Solutions. k) Use of the WebSphere Transformation Extender is restricted to individual point to point connections from/to Xxxxxx Applications and Non-Xxxxxx Applications, and Xxxxxx-to-Xxxxxx connections. o) IBM will allow you and your Certified Business Partners and other contractor’s located within the Territory to perform you obligations in connection with the development, testing marketing, distribution and support of any or all of the Solutions under the terms and conditions of this Agreement. The use of such entities however does not relieve you of your obligations under this Agreement. p) In the event that Lawson merges with or acquires the capital stock or assets of another entity, Xxxxxx may at its option request IBM to include that entity’s products under this Agreement under the terms to be negotiated between the parties. q) Either party may request, upon thirty (30) days written notice to the other, at any time during the term of the TD, to initiate discussions to request modifications to the TD terms, including revisions to Amazon EC2 metrics and capacity equivalencies, descriptions including the contents of Attachment A. The parties also agree to consider adding pricing for other providers with appropriate metrics (similar to Amazon EC2) as mutually agreed upon. In particular, the parties agree that if a product or service like Amazon EC2 becomes available in the marketplace, or if Amazon changes the metrics for calculating EC2 Compute Units as currently described in Attachment A, upon Xxxxxx’x request, the parties shall negotiate in good faith to include such additional product/service under similar terms that apply for Amazon EC2 pursuant to this TD09. Modifications to existing terms will be set forth in an amendment as mutually agreed to by the parties in writing. r) Program entitlements for License and Subscription & Support for Customers who have licensed the Solution prior to the effective date of this TD will not be subject to CPU Core caps or EC2 Compute Unit caps. For Solutions licensed prior to the effective date of this TD, each such Solution shall be deemed licensed pursuant to the Bundled metric as set forth in this TD, and any Subscription and Support obtained for such Solutions shall be paid for according to the Table 4 and Table 7 set forth in Section 1. Additional capacity pricing for Subscription & Support as provided in (Tables 2, Table 3, Table 5 and Table 6) does not apply to the Customers who have licensed the Solution prior to the effective date of this TD. s) The Territory with this Transaction Document shall be worldwide, except where prohibited by law.

MISCELLANEOUS TERMS & CONDITIONS. a) You will receive one copy of the Program(s) and are authorized to make copies of such Program(s) in accordance with the terms of the Base Agreement. b) You certify that you are a PartnerWorld member in good standing, and agree to maintain such status for the term of this Transaction Document. bc) Any information exchanged under this Agreement that is identified as confidential by either party will be governed by the confidentiality terms of the PartnerWorld Agreement. de) IBM reserves the right to change the part numbers and/or pricing metrics for the Programs and/or Subscription and Support listed in Section 1, upon written notice to you. Changes to either part numbers or pricing metrics will not cause a change in the effective prices ASL Fees for either Programs or Subscription and Support. f) If IBM announces a general SRP price increase for the Programs and/or Subscription and Support listed in Section 1, IBM reserves the right to pass the price increase(s) to you with 30 days written notice. The price increase(s) will be effective on the annual anniversaries of the effective date of the Transaction Document, are not retroactive, and will not exceed *** per year. g) IBM provides a License Information Document (“LI”) for each Program. You must ensure that your Customers are bound by the terms in the LI and all licensing files, including NOTICES files, which accompany or are included in the Program. You agree to be bound by such terms when you use the Programs as authorized under this Agreement. Notwithstanding the above, terms in the LI referencing the IBM International Program License Agreement (IPLA) do not apply and terms in the LI referencing pricing metrics do not apply to the extent they conflict with this Agreement. h) . If a Program contains third party code that is provided under a third-party license agreement, then the terms and conditions of the third party license agreement apply to such code. Except in the copying and distribution of the Programs, you may not use third parties’ names or trademarks, including in connection with the marketing of the Value Add Component or Solution, without the Third Parties’ prior written consent. ig) The license granted for the Programs is a “restricted license” which means the Programs may only be used in conjunction with the Value-Add Components as part of the Solution. h) IBM authorizes you to use your Certified Business Partners and other contractors located within the Territory to perform your obligations under this Agreement and to authorize such Certified Business Partners and other contractors to use the Programs solely in connection with the development, testing, marketing, distribution and support of the Solution subject to the terms and conditions of this Agreement. Use of contractors and Certified Business Partners does not relieve you of your obligations under this Agreement. i) Once the initial royalty for an Amazon EC2 deployment is paid, no additional fees will be due for Xxxxxx’x use of the Programs as part of the Solution for marketing, demonstration, evaluation, customer proof of concept, development and test, QA, support, hot site/cold site disaster recovery, backup, archival, staging and training without incurring a payment to IBM. Programs used for these purposes are provided on an “as is” basis without warranty of any kind and without technical support. j) The Territory with this Transaction Document shall be worldwide except were prohibited by law. k) Either party may request, upon thirty (30) days written notice to the other, at any time during the term of the TD, to initiate discussions to request modifications to the TD terms, including revisions to Amazon EC2 metrics and capacity equivalencies, descriptions including the contents of Attachment B. The parties also agree to consider adding pricing for other providers with appropriate metrics (similar to Amazon EC2) as mutually agreed upon. In particular, the parties agree that if a product or service like Amazon EC2 becomes available in the marketplace, or if Amazon changes the metrics for calculating EC2 Compute Units as currently described in Attachment B, upon Xxxxxx’x request, the parties shall negotiate in good faith to include such additional product/service under similar terms that apply for Amazon EC2 pursuant to this TD10. Modifications to existing terms will be set forth in an amendment as mutually agreed to by the parties in writing. m) Programs for Customers who deploy on EC2 may not be redeployed to other Customers. Program entitlement ends for D55WJLL - IBM WEBSPHERE APPLICATION SERVER NETWORK DEPLOYMENT LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS, including additional capacity units, when the Customer’s subscription term with Xxxxxx expires, , except for Customers who are converting to a Standard Deployment. Program entitlements in this situation are not transferable from one Customer to another. n) Xxxxxx will produce and continue to enhance a documented technical roadmap that outlines its existing product adoption, and to share it with IBM, and when reasonably appropriate prospects and IBM customers. o) Each party agrees to comply with all applicable export and import laws and regulations, U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. Programs may contain cryptography subject to the U.S. Export Administration Regulations (EAR). Transfer to, or use by, users of Programs or Solutions may be prohibited or subject to export or import laws, regulations or policies, including those of the United States . Licensee assumes all responsibility for complying with all applicable laws, regulations and policies regarding the export, import, or use of Programs and Solutions. k) Use of the WebSphere Transformation Extender is restricted to individual point to point connections from/to Xxxxxx Applications and Non-Xxxxxx Applications, and Xxxxxx-to-Xxxxxx connections. o) IBM will allow you and your Certified Business Partners and other contractor’s located within the Territory to perform you obligations in connection with the development, testing marketing, distribution and support of any or all of the Solutions under the terms and conditions of this Agreement. The use of such entities however does not relieve you of your obligations under this Agreement. p) In the event that Lawson merges with or acquires the capital stock or assets of another entity, Xxxxxx may at its option request IBM to include that entity’s products under this Agreement under the terms to be negotiated between the parties. q) Either party may request, upon thirty (30) days written notice to the other, at any time during the term of the TD, to initiate discussions to request modifications to the TD terms, including revisions to Amazon EC2 metrics and capacity equivalencies, descriptions including the contents of Attachment A. The parties also agree to consider adding pricing for other providers with appropriate metrics (similar to Amazon EC2) as mutually agreed upon. In particular, the parties agree that if a product or service like Amazon EC2 becomes available in the marketplace, or if Amazon changes the metrics for calculating EC2 Compute Units as currently described in Attachment A, upon Xxxxxx’x request, the parties shall negotiate in good faith to include such additional product/service under similar terms that apply for Amazon EC2 pursuant to this TD09. Modifications to existing terms will be set forth in an amendment as mutually agreed to by the parties in writing. r) Program entitlements for License and Subscription & Support for Customers who have licensed the Solution prior to the effective date of this TD will not be subject to CPU Core caps or EC2 Compute Unit caps. For Solutions licensed prior to the effective date of this TD, each such Solution shall be deemed licensed pursuant to the Bundled metric as set forth in this TD, and any Subscription and Support obtained for such Solutions shall be paid for according to the Table 4 and Table 7 set forth in Section 1. Additional capacity pricing for Subscription & Support as provided in (Tables 2, Table 3, Table 5 and Table 6) does not apply to the Customers who have licensed the Solution prior to the effective date of this TD. s) The Territory with this Transaction Document shall be worldwide, except where prohibited by law.

MISCELLANEOUS TERMS & CONDITIONS. a) You will receive one copy of the Program(s) and are authorized to make copies of such Program(s) in accordance with the terms of the Base Agreement. b) You certify that you are a PartnerWorld member in good standing, and agree to maintain such status for the term of this Transaction Document. bc) Any information exchanged under this Agreement that is identified as confidential by either party will be governed by the confidentiality terms of the PartnerWorld Agreement. de) IBM reserves the right to change the part numbers and/or pricing metrics for the Programs and/or Subscription and Support listed in Section 1, upon written notice to you. Changes to either part numbers or pricing metrics will not cause a change in the effective prices ASL Fees for either Programs or Subscription and Support. f) If IBM announces a general SRP price increase for the Programs and/or Subscription and Support listed in Section 1, IBM reserves the right to pass the price increase(s) to you with 30 days written notice. The price increase(s) will be effective on the annual anniversaries of the effective date of the Transaction Document, are not retroactive, and will not exceed *** per year. g) IBM provides a License Information Document (“LI”) for each Program. You must ensure that your Customers are bound by the terms in the LI and all licensing files, including NOTICES files, which accompany or are included in the Program. You agree to be bound by such terms when you use the Programs as authorized under this Agreement. Notwithstanding the above, terms in the LI referencing the IBM International Program License Agreement (IPLA) do not apply and terms in the LI referencing pricing metrics do not apply to the extent they conflict with this Agreement. h) . If a Program contains third party code that is provided under a third-party license agreement, then the terms and conditions of the third party license agreement apply to such code. Except in the copying and distribution of the Programs, you may not use third parties’ names or trademarks, including in connection with the marketing of the Value Add Component or Solution, without the Third Parties’ prior written consent. ig) The license granted for the Programs is a “restricted license” which means the Programs may only be used in conjunction with the Value-Add Components as part of the Solution h) IBM authorizes you to use your Certified Business Partners and other contractors located within the Territory to perform your obligations under this Agreement and to authorize such Certified Business Partners and other contractors to use the Programs solely in connection with the development, testing, marketing, distribution and support of the Solution subject to the terms and conditions of this Agreement. Use of contractors and Certified Business Partners does not relieve you of your obligations under this Agreement. i) Once the initial royalty for the Blue Stack Bundle is paid to IBM, no additional fees will be due for Xxxxxx’x use of the Programs as part of the Solution for marketing, demonstration, evaluation, customer proof of concept, development and test, QA, support, hot site/cold site disaster recovery, backup, archival, staging and training without incurring a payment to IBM. Programs used for these purposes are provided on an “as is” basis without warranty of any kind and without technical support. j) The Territory with this Transaction Document shall be worldwide except were prohibited by law. l) Xxxxxx will produce and continue to enhance a documented technical roadmap that outlines its existing product adoption, and to share it with IBM, and when reasonably appropriate prospects and IBM customers. m) Each party agrees to comply with all applicable export and import laws and regulations, U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. Programs may contain cryptography subject to the U.S. Export Administration Regulations (EAR). Transfer to, or use by, users of Programs or Solutions may be prohibited or subject to export or import laws, regulations or policies, including those of the United States . Licensee assumes all responsibility for complying with all applicable laws, regulations and policies regarding the export, import, or use of Programs and Solutions. k) Use of the WebSphere Transformation Extender is restricted to individual point to point connections from/to Xxxxxx Applications and Non-Xxxxxx Applications, and Xxxxxx-to-Xxxxxx connections. o) IBM will allow you and your Certified Business Partners and other contractor’s located within the Territory to perform you obligations in connection with the development, testing marketing, distribution and support of any or all of the Solutions under the terms and conditions of this Agreement. The use of such entities however does not relieve you of your obligations under this Agreement. p) In the event that Lawson merges with or acquires the capital stock or assets of another entity, Xxxxxx may at its option request IBM to include that entity’s products under this Agreement under the terms to be negotiated between the parties. q) Either party may request, upon thirty (30) days written notice to the other, at any time during the term of the TD, to initiate discussions to request modifications to the TD terms, including revisions to Amazon EC2 metrics and capacity equivalencies, descriptions including the contents of Attachment A. The parties also agree to consider adding pricing for other providers with appropriate metrics (similar to Amazon EC2) as mutually agreed upon. In particular, the parties agree that if a product or service like Amazon EC2 becomes available in the marketplace, or if Amazon changes the metrics for calculating EC2 Compute Units as currently described in Attachment A, upon Xxxxxx’x request, the parties shall negotiate in good faith to include such additional product/service under similar terms that apply for Amazon EC2 pursuant to this TD09. Modifications to existing terms will be set forth in an amendment as mutually agreed to by the parties in writing. r) Program entitlements for License and Subscription & Support for Customers who have licensed the Solution prior to the effective date of this TD will not be subject to CPU Core caps or EC2 Compute Unit caps. For Solutions licensed prior to the effective date of this TD, each such Solution shall be deemed licensed pursuant to the Bundled metric as set forth in this TD, and any Subscription and Support obtained for such Solutions shall be paid for according to the Table 4 and Table 7 set forth in Section 1. Additional capacity pricing for Subscription & Support as provided in (Tables 2, Table 3, Table 5 and Table 6) does not apply to the Customers who have licensed the Solution prior to the effective date of this TD. s) The Territory with this Transaction Document shall be worldwide, except where prohibited by law.

MISCELLANEOUS TERMS & CONDITIONS. a) You certify that you will receive one copy of the Program(s) and are a PartnerWorld member authorized to make copies of such Program(s) in good standing, and agree to maintain such status for accordance with the term terms of this Transaction Documentthe Base Agreement. b) Any information exchanged under this Agreement that is identified as confidential by either party will be governed by the confidentiality terms of the PartnerWorld AgreementAll payments are nonrefundable. d) IBM reserves the right to change the part numbers and/or pricing metrics for the Programs and/or Subscription and Support listed in Section 1, upon written notice to you. Changes to either part numbers or pricing metrics will not cause a change in the effective prices for either Programs or Subscription and Support. f) If IBM announces a general SRP price increase for the Programs and/or Subscription and Support listed in Section 1, IBM reserves the right to pass the price increase(s) to you with 30 days written notice. The price increase(s) will be effective on the annual anniversaries of the effective date of the Transaction Document, are not retroactive, and will not exceed *** per year. g) IBM provides a License Information Document (“LI”) for each Program. You must ensure that your Customers are bound by the terms in the LI and all licensing files, including NOTICES files, which accompany or are included in the Program. You agree to be bound by such terms when you use the Programs as authorized under this Agreement. Notwithstanding the above, terms in the LI referencing the IBM International Program License Agreement (IPLA) do not apply and terms in the LI referencing pricing metrics do not apply to the extent they conflict with this Agreement. h) If a Program contains third party code that is provided under a third-party license agreement, then the terms and conditions of the third party license agreement apply to such code. Except in the copying and distribution of the Programs, you may not use third parties’ names or trademarks, including in connection with the marketing of the Value Add Component or Solution, without the Third Parties’ prior written consent. ic) The license granted for the Programs to you is a “restricted licenseRestricted License” for the Program(s) listed above which means the Programs may only be used in conjunction with the Value-Add Components as part of the Solution. jd) Each party agrees to comply with all applicable export and import laws and regulations, U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. Programs may contain cryptography subject You agree to the U.S. Export Administration Regulations (EAR). Transfer toterms specified in the Program-unique Terms Attachment, or for the Programs listed in Section 1 of this Transaction Document. e) ISV entitlement and use by, users of Programs or Solutions may be prohibited or subject to export or import laws, regulations or policies, including those of the United States WAS ND (D5ALTLL) product is limited to the J2EE application server and web services content in a single application server deployment environment. Licensee assumes all responsibility for complying with all applicable laws, regulations and policies regarding the export, import, or use of Programs and Solutions. k) Xxxxxx programming model extensions are not restricted. Use of the WebSphere Transformation Extender is restricted clustering, high availability services and programming model extensions are restricted. f) The license Web Portal Enable (D50TTLL) will be limited to individual point to point connections fromthe Express Processor License Option. g) The following components/to Xxxxxx Applications capabilities: Portal Personalization and NonClustering Support are removed from the Web Portal Enable product. h) The following limited-Xxxxxx Applicationslicense IBM products included in Portal Enable are removed : IBM Rational Application Developer, DB2 UDB Enterprise Edition, IBM Workplace Web Content Management, and Xxxxxx-to-Xxxxxx connectionsWebSphere Translation Server. oi) IBM will provide training and access to IBM future technology as agreed to in the Master Relationship Agreement between the parties. j) IBM will allow you and your Certified Business Partners and other contractor’s contractors located within the Territory to perform you your obligations in connection with the development, testing testing, marketing, distribution and support of any or all of the Solutions Solution under the terms and conditions of this Agreement. The use of such entities however does not relieve you of your obligations under this Agreement. pk) In the event that Lawson merges with or acquires the capital stock or assets of another entity, Xxxxxx may at its option request IBM to include that entity’s entities’ products under this Agreement under the terms to be negotiated in good faith between the parties. ql) Either party may request, upon thirty (30) days written notice to the other, at any time during the term No additional royalty fees due for Xxxxxx’x internal use of the TDPrograms to provide marketing (including), training, demonstration, and Support for the Solution. m) No additional royalty fees due IBM for Xxxxxx or Customers use in development, test, Q&A, evaluation, hot site/cold site disaster recovery, backup, archival, staging or training for the Solution. n) No CPU restrictions (other than on DB2 and RAD). Limited to initiate discussions one CPU for RAD, and limited to request modifications to the TD terms, including revisions to Amazon EC2 metrics and capacity equivalencies, descriptions including the contents of Attachment A. The parties also agree to consider adding pricing for other providers with appropriate metrics (similar to Amazon EC2four DB2 o) as mutually agreed upon. In particular, the parties You agree that if a product or service like Amazon EC2 becomes available you will ship the IBM Programs in all versions of your Value-Add Components starting with Xxxxxx 8.1.0. p) Xxxxxx will report the marketplace, or if Amazon changes the metrics for calculating EC2 Compute Units as currently described in Attachment A, upon Xxxxxx’x request, the parties shall negotiate in good faith to include such additional product/service under similar terms that apply for Amazon EC2 pursuant to this TD09following monthly. Modifications to existing terms These items will be set forth in an amendment as mutually agreed to reported by the parties in writing. r) Program entitlements 5th workday after the end of the month. This report is separate of the financial quarterly reporting. This reporting is used for License and Subscription & Support for Customers who have licensed the Solution prior to the effective date of this TD will not be subject to CPU Core caps or EC2 Compute Unit capsUpsell with IBM. For Solutions licensed prior to the effective date of this TDYou shall report Customer Name, each such Solution shall be deemed licensed pursuant to the Bundled metric as set forth in this TDLocation Xxxxxx Sales rep name, and any Subscription and Support obtained for such Solutions shall be paid for according to the Table 4 and Table 7 set forth in Section 1Type of revenue. Additional capacity pricing for Subscription & Support as provided in (Tables 2, Table 3, Table 5 and Table 6) does not apply to the Customers who have licensed the Solution prior to the effective date of this TDThe Xxxxxx rep will work with IBM on introductions. s) The Territory with this Transaction Document shall be worldwide, except where prohibited by law.

MISCELLANEOUS TERMS & CONDITIONS. a) A. You certify that you are a PartnerWorld member in good standing, and agree to maintain such status for the term of this Transaction Document. b) X. Any information exchanged under this Agreement that is identified as confidential by either party will be governed by the confidentiality terms of the PartnerWorld Agreement. dC. IBM provides a License Information Document (“LI”) for each Program and Program Component suppled with an Appliance. You must ensure that your Customers are bound by the terms in the LI and all licensing files which accompany or are included in the Appliance. You agree to be bound by such terms when you use the Appliance as authorized under this Agreement. Notwithstanding the above, terms in the LI referencing the IBM International Program License Agreement (IPLA) or the IBM International License Agreement for Non-Warranted Programs (XXXX) do not apply, and terms in the LI referencing pricing metrics do not apply to the extent they conflict with this Agreement. If an Appliance or Program contains any third-party code that is provided under a third-part license agreement, then the terms and conditions of the relevant third-party license agreement apply to such code. You agree to be bound by such third-party terms when you use the Appliance as authorized under this Agreement and to ensure that your Customers are bound by such terms. You agree to pass on to your Customers all third-party “NOTICES” files and information included with any Appliance or Program. Except in any copying and distribution of Programs or of programs included in Appliances, you may not use third-parties’ names or trademarks, including in connection with the marketing of the Value-Add Component or Solution, without the relevant third-parties’ prior written consent. D. Each Appliance and Program supplied under this TD may only be used in conjunction with the Value-Add Components as part of the Solution. E. You agree that the price presented to the Customer for the Solution will be a single fee for the IBM components (Appliances and Programs) and the Value-Add Components. You may not refer to a separate price for any Appliance or Program acquired under this Agreement. F. Beginning upon TD execution and each quarter thereafter, you agree to submit forecast reports to IBM which shall include a good faith estimate of the quantities and types of Appliances you expect to order in the quarter following the report. For the avoidance of doubt, the reports are estimates only and are not binding commitments. The reports are used by IBM for planning purposes only. You will submit the reports to the address specified in paragraph B of section 4 above. G. IBM reserves the right to change the part numbers and/or pricing metrics for the Programs and/or Subscription and Support listed in Section 1, upon written notice to you. Changes to either part numbers or pricing metrics will not cause a change in the effective prices for either Programs or Subscription and Support. f) If IBM announces a general SRP price increase for the Programs and/or Subscription and Support listed in Section 1, IBM reserves the right to pass the price increase(s) to you with 30 days written notice. The price increase(s) will be effective on the annual anniversaries of the effective date of the Transaction Document, are not retroactive, and will not exceed *** per year. g) IBM provides a License Information Document (“LI”) for each Program. You must ensure that your Customers are bound by the terms in the LI and all licensing files, including NOTICES files, which accompany or are included in the Program. You agree to be bound by such terms when you use the Programs as authorized under this Agreement. Notwithstanding the above, terms in the LI referencing the IBM International Program License Agreement (IPLA) do not apply and terms in the LI referencing pricing metrics do not apply to the extent they conflict with this Agreement. h) If a Program contains third party code that is provided under a third-party license agreement, then the terms and conditions of the third party license agreement apply to such code. Except in the copying and distribution of the Programs, you may not use third parties’ names or trademarks, including in connection with the marketing of the Value Add Component or Solution, without the Third Parties’ prior written consent. i) The license granted for the Programs is a “restricted license” which means the Programs may only be used in conjunction with the Value-Add Components as part of the Solution. j) H. Each party agrees to comply with all applicable export and import laws and regulations, U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. Programs may contain cryptography subject to the U.S. Export Administration Regulations (EAR). Transfer to, or use by, users of Programs or Solutions may be prohibited or subject to export or import laws, regulations regulations, or policies, including those of the United States States. Licensee assumes all responsibility for complying with all applicable laws, regulations and policies regarding the export, import, or use of Programs and Solutions. k) Use of the WebSphere Transformation Extender is restricted to individual point to point connections from/to Xxxxxx Applications and Non-Xxxxxx Applications, and Xxxxxx-to-Xxxxxx connections. o) IBM will allow you and your Certified Business Partners and other contractor’s located within the Territory to perform you obligations in connection with the development, testing marketing, distribution and support of any or all of the Solutions under the terms and conditions of this Agreement. The use of such entities however does not relieve you of your obligations under this Agreement. p) In the event that Lawson merges with or acquires the capital stock or assets of another entity, Xxxxxx may at its option request IBM to include that entity’s products under this Agreement under the terms to be negotiated between the parties. q) Either party may request, upon thirty (30) days written notice to the other, at any time during the term of the TD, to initiate discussions to request modifications to the TD terms, including revisions to Amazon EC2 metrics and capacity equivalencies, descriptions including the contents of Attachment A. The parties also agree to consider adding pricing for other providers with appropriate metrics (similar to Amazon EC2) as mutually agreed upon. In particular, the parties agree that if a product or service like Amazon EC2 becomes available in the marketplace, or if Amazon changes the metrics for calculating EC2 Compute Units as currently described in Attachment A, upon Xxxxxx’x request, the parties shall negotiate in good faith to include such additional product/service under similar terms that apply for Amazon EC2 pursuant to this TD09. Modifications to existing terms will be set forth in an amendment as mutually agreed to by the parties in writing. r) Program entitlements for License and Subscription & Support for Customers who have licensed the Solution prior to the effective date of this TD will not be subject to CPU Core caps or EC2 Compute Unit caps. For Solutions licensed prior to the effective date of this TD, each such Solution shall be deemed licensed pursuant to the Bundled metric as set forth in this TD, and any Subscription and Support obtained for such Solutions shall be paid for according to the Table 4 and Table 7 set forth in Section 1. Additional capacity pricing for Subscription & Support as provided in (Tables 2, Table 3, Table 5 and Table 6) does not apply to the Customers who have licensed the Solution prior to the effective date of this TD. s) The Territory with this Transaction Document shall be worldwide, except where prohibited by law.