Common use of Requirements and Responsibilities Clause in Contracts

Requirements and Responsibilities. (a) Licensee agrees not to make any reference or claim about Windward or the Software other than presenting current information that has been published by Windward or approved by Windward in writing. (b) Licensee agrees not to use deceptive, misleading, illegal or unethical practices in marketing, licensing and supporting the Software to Customers. (c) Licensee agrees to comply with all applicable laws and regulations in performing its duties under this Agreement. (d) Licensee agrees that, in connection with its performance of its duties hereunder, it shall not make any payments, in money or any other item of value or make any offers or promises to pay any money or any other item of value to (a) any government official, (b) any foreign political party, (c) any candidate for foreign political officer or (d) any other person or entity, with the knowledge that such payment, offer or promise to pay will be made to any government official for the purpose of influencing such government official to make one or more business decisions favorable to Licensee in connection with the resale of Windward Software or Services. Licensee further represents that no government official is a principal, owner, officer, employee or agent of any entity in which Licensee has an interest, and no government official has any material financial interest in the business of the Licensee. (e) Licensee shall maintain complete and accurate books and records in connection with the activities under this Agreement, including not manipulating server transaction records to avoid paying the proper Fees. Such records shall include executed Customer Agreements. (f) Upon Windward’s request, Licensee shall provide Windward with a copy of the Licensee’s standard Customer Agreement for the Software. (g) Licensee shall comply with the following license limitations: (i) Each Customer must have a separate license for each License Type on which Customer executes the Software and each Customer Agreement shall contain, at a minimum, the requirements and restrictions for the applicable License Type for each End User License. (ii) Licensee shall ensure that Customer will keep a port open at all times so that Windward may retrieve reports and access the applicable Bundled Offering as reasonably necessary. (iii) Each License is valid for applications running under the credentials of a single user. If you run the Software on a single VM under multiple user credentials (i.e. on a Citrix server), a separate License is required for each user running an application calling the Software. (iv) A Server License has a maximum number of “cores.” This is the total number of cores the Software “sees,” therefore a dual core processor is two cores and hyper-threading (if turned on) counts as multiple cores because each hyper-thread is a distinct core as seen by the software. If the License is used on a server where the number of cores Licensed is greater than or equal to number of cores on the machine, the number of threads that may call Windward is unlimited. If the number of cores Licensed is less than the number of cores on the machine, then the number of threads is limited to the core limit of the License. (v) The Test Server License is for testing purposes only. It may not be used as a production or end user system. The Test Server output is watermarked. (vi) The Development Server License is for development purposes only. It may not be used as a production or end user system. The Developer License allows a single report to be concurrently generated, for a maximum of 250 reports per day, and the output is watermarked. (h) Licensee shall keep Windward informed as to any problems encountered with the Software and any resolutions arrived at for those problems, and to communicate promptly to Windward any and all modifications, design changes or improvements of the Software suggested by any customer, employee or agent. (i) Licensee shall: (a) acquire no right, title or interest in the Windward Marks; (b) it shall not use the Windward Marks as part of Licensee’s corporate or trade name, if any, or permit any third party to do so without the prior written consent of Windward; and (b) it will promptly notify Windward of any improper use by any third party of the Windward Marks or of similar marks.

Requirements and Responsibilities. (a) Licensee agrees not to make any reference or claim about Windward Apryse or the Software other than presenting current information that has been published by Windward Apryse or approved by Windward Xxxxxx in writing. (b) Licensee agrees not to use deceptive, misleading, illegal or unethical practices in marketing, licensing and supporting the Software to Customers. (c) Licensee agrees to comply with all applicable laws and regulations in performing its duties under this Agreement. (d) Licensee agrees that, in connection with its performance of its duties hereunder, it shall not make any payments, in money or any other item of value or make any offers or promises to pay any money or any other item of value to (a) any government official, (b) any foreign political party, (c) any candidate for foreign political officer or (d) any other person or entity, with the knowledge that such payment, offer or promise to pay will be made to any government official for the purpose of influencing such government official to make one or more business decisions favorable to Licensee in connection with the resale of Windward Apryse Software or Services. Licensee further represents that no government official is a principal, owner, officer, employee or agent of any entity in which Licensee has an interest, and no government official has any material financial interest in the business of the Licensee. (e) Licensee shall maintain complete and accurate books and records in connection with the activities under this Agreement, including not manipulating server transaction records to avoid paying the proper Fees. Such records shall include executed Customer Agreements. (f) Upon WindwardXxxxxx’s request, Licensee shall provide Windward Apryse with a copy of the Licensee’s standard Customer Agreement for the Software. (g) Licensee shall comply with the following license limitations: (i) Each Customer Licensee must have a separate license for each License Type on which Customer Licensee executes the Software as described in Section 1.1(c) and each Customer Agreement held by Licensee shall contain, at a minimum, the requirements and restrictions for the applicable License Type for each End User License. (ii) Licensee shall ensure that Customer will keep a port open at all times so that Windward Apryse may retrieve reports and access the applicable Bundled Offering as reasonably necessary. (iii) Each License is valid for applications running under the credentials of a single user. If you run the Software on a single VM under multiple user credentials (i.e. on a Citrix server), a separate License is required for each user running an application calling the Software. (iv) A Server License has a maximum number of “cores.” This is the total number of cores the Software “sees,” therefore a dual core processor is two cores and hyper-threading (if turned on) counts as multiple cores because each hyper-thread is a distinct core as seen by the software. If the License is used on a server where the number of cores Licensed is greater than or equal to number of cores on the machine, the number of threads that may call Windward Apryse is unlimited. If the number of cores Licensed is less than the number of cores on the machine, then the number of threads is limited to the core limit of the License. (viv) The Test Server License is for testing purposes only. It may not be used as a production or end user system. The Test Server output is watermarked. (viv) The Development Server License is for development purposes only. It may not be used as a production or end user system. The Developer License allows a single report to be concurrently generated, for a maximum of 250 reports per day, and the output is watermarked. (h) Licensee shall keep Windward Apryse informed as to any problems encountered with the Software and any resolutions arrived at for those problems, and to communicate promptly to Windward Apryse any and all modifications, design changes or improvements of the Software suggested by any customer, employee or agent. (i) Licensee shall: (a) acquire no right, title or interest in the Windward Apryse Marks; (b) it shall not use the Windward Apryse Marks as part of Licensee’s corporate or trade name, if any, or permit any third party to do so without the prior written consent of WindwardApryse; and (b) it will promptly notify Windward Apryse of any improper use by any third party of the Windward Apryse Marks or of similar marks.

Requirements and Responsibilities. (a) Licensee agrees not to make any reference or claim about Windward PDFTron or the Software other than presenting current information that has been published by Windward PDFTron or approved by Windward PDFTron in writing. (b) Licensee agrees not to use deceptive, misleading, illegal or unethical practices in marketing, licensing and supporting the Software to Customers. (c) Licensee agrees to comply with all applicable laws and regulations in performing its duties under this Agreement. (d) Licensee agrees that, in connection with its performance of its duties hereunder, it shall not make any payments, in money or any other item of value or make any offers or promises to pay any money or any other item of value to (a) any government official, (b) any foreign political party, (c) any candidate for foreign political officer or (d) any other person or entity, with the knowledge that such payment, offer or promise to pay will be made to any government official for the purpose of influencing such government official to make one or more business decisions favorable to Licensee in connection with the resale of Windward PDFTron Software or Services. Licensee further represents that no government official is a principal, owner, officer, employee or agent of any entity in which Licensee has an interest, and no government official has any material financial interest in the business of the Licensee. (e) Licensee shall maintain complete and accurate books and records in connection with the activities under this Agreement, including not manipulating server transaction records to avoid paying the proper Fees. Such records shall include executed Customer Agreements. (f) Upon WindwardPDFTron’s request, Licensee shall provide Windward PDFTron with a copy of the Licensee’s standard Customer Agreement for the Software. (g) Licensee shall comply with the following license limitations: (i) Each Customer Licensee must have a separate license for each License Type on which Customer Licensee executes the Software as described in Section 1.1(c) and each Customer Agreement held by Licensee shall contain, at a minimum, the requirements and restrictions for the applicable License Type for each End User License. (ii) Licensee shall ensure that Customer will keep a port open at all times so that Windward PDFTron may retrieve reports and access the applicable Bundled Offering as reasonably necessary. (iii) Each License is valid for applications running under the credentials of a single user. If you run the Software on a single VM under multiple user credentials (i.e. on a Citrix server), a separate License is required for each user running an application calling the Software. (iv) A Server License has a maximum number of “cores.” This is the total number of cores the Software “sees,” therefore a dual core processor is two cores and hyper-threading (if turned on) counts as multiple cores because each hyper-thread is a distinct core as seen by the software. If the License is used on a server where the number of cores Licensed is greater than or equal to number of cores on the machine, the number of threads that may call Windward PDFTron is unlimited. If the number of cores Licensed is less than the number of cores on the machine, then the number of threads is limited to the core limit of the License. (viv) The Test Server License is for testing purposes only. It may not be used as a production or end user system. The Test Server output is watermarked. (viv) The Development Server License is for development purposes only. It may not be used as a production or end user system. The Developer License allows a single report to be concurrently generated, for a maximum of 250 reports per day, and the output is watermarked. (h) Licensee shall keep Windward PDFTron informed as to any problems encountered with the Software and any resolutions arrived at for those problems, and to communicate promptly to Windward PDFTron any and all modifications, design changes or improvements of the Software suggested by any customer, employee or agent. (i) Licensee shall: (a) acquire no right, title or interest in the Windward PDFTron Marks; (b) it shall not use the Windward PDFTron Marks as part of Licensee’s corporate or trade name, if any, or permit any third party to do so without the prior written consent of WindwardPDFTron; and and (b) it will promptly notify Windward PDFTron of any improper use by any third party of the Windward PDFTron Marks or of similar marks.

Requirements and Responsibilities. (a) Licensee agrees not to make any reference or claim about Windward or the Software other than presenting current information that has been published by Windward or approved by Windward Xxxxxxxx in writing. (b) Licensee agrees not to use deceptive, misleading, illegal or unethical practices in marketing, licensing and supporting the Software to Customers. (c) Licensee agrees to comply with all applicable laws and regulations in performing its duties under this Agreement. (d) Licensee agrees that, in connection with its performance of its duties hereunder, it shall not make any payments, in money or any other item of value or make any offers or promises to pay any money or any other item of value to (a) any government official, (b) any foreign political party, (c) any candidate for foreign political officer or (d) any other person or entity, with the knowledge that such payment, offer or promise to pay will be made to any government official for the purpose of influencing such government official to make one or more business decisions favorable to Licensee in connection with the resale of Windward Software or Services. Licensee further represents that no government official is a principal, owner, officer, employee or agent of any entity in which Licensee has an interest, and no government official has any material financial interest in the business of the Licensee. (e) Licensee shall maintain complete and accurate books and records in connection with the activities under this Agreement, including not manipulating server transaction records to avoid paying the proper Fees. Such records shall include executed Customer Agreements. (f) Upon Windward’s request, Licensee shall provide Windward with a copy of the Licensee’s standard Customer Agreement for the Software. (g) Licensee shall comply with the following license limitations: (i) Each Customer Licensee must have a separate license for each License Type on which Customer Licensee executes the Software as described in Section 1.1(c) and each Customer Agreement held by Licensee shall contain, at a minimum, the requirements and restrictions for the applicable License Type for each End User License. (ii) Licensee shall ensure that Customer will keep a port open at all times so that Windward may retrieve reports and access the applicable Bundled Offering as reasonably necessary. (iii) Each License is valid for applications running under the credentials of a single user. If you run the Software on a single VM under multiple user credentials (i.e. on a Citrix server), a separate License is required for each user running an application calling the Software. (iv) A Server License has a maximum number of “cores.” This is the total number of cores the Software “sees,” therefore a dual core processor is two cores and hyper-threading (if turned on) counts as multiple cores because each hyper-thread is a distinct core as seen by the software. If the License is used on a server where the number of cores Licensed is greater than or equal to number of cores on the machine, the number of threads that may call Windward is unlimited. If the number of cores Licensed is less than the number of cores on the machine, then the number of threads is limited to the core limit of the License. (viv) The Test Server License is for testing purposes only. It may not be used as a production or end user system. The Test Server output is watermarked. (viv) The Development Server License is for development purposes only. It may not be used as a production or end user system. The Developer License allows a single report to be concurrently generated, for a maximum of 250 reports per day, and the output is watermarked. (h) Licensee shall keep Windward informed as to any problems encountered with the Software and any resolutions arrived at for those problems, and to communicate promptly to Windward any and all modifications, design changes or improvements of the Software suggested by any customer, employee or agent. (i) Licensee shall: (a) acquire no right, title or interest in the Windward Marks; (b) it shall not use the Windward Marks as part of Licensee’s corporate or trade name, if any, or permit any third party to do so without the prior written consent of Windward; and (b) it will promptly notify Windward of any improper use by any third party of the Windward Marks or of similar marks.