1.1       Where Customer wishes to acquire Services from NeoSystems, the parties shall execute an Order Form. The execution of an Order Form by Customer and NeoSystems shall create a binding agreement consisting of the terms of that Order Form, and other document incorporated in that Order Form, and the terms of this Agreement.  In the event of an inconsistency between the terms of this Agreement and the terms of an Order Form, the terms of this Agreement shall prevail, unless specifically and expressly agreed otherwise by both parties in the Order Form.

1.2       NeoSystems shall make the Software available to Customer solely for Customer’s own business purposes during the Term pursuant to the terms of this Agreement and the relevant Order Form.

1.3       NeoSystems will provide the Customer with Software Modifications to all Software versions, changes, modifications, rewrites of the Software, technology platform updates and/or additions required to maintain the Software so that the Software will conform and operate in the manner as contemplated and described herein and the Documentation.  All Software versions released by NeoSystems during the Term will be provided to the Customer within a reasonable time of their release by NeoSystems and are included in the Fee.

1.4       NeoSystems will deploy the Software in Customer’s Microsoft Office 365 tenant environment.

1.5       NeoSystems may make a material change to the Services with one (1) year prior written notice to the Customer.

Customer shall pay to NeoSystems fees for any additional software or any custom Software Modifications or Support Services, not provided for in this Agreement, as agreed to by the parties from time to time. Any further agreement as to fees and services entered into between the parties shall be incorporated in and form part of this Agreement by executing a new Order Form.

3.1       Software License. NeoSystems hereby grants to the Customer and its Affiliates, a limited, worldwide, non-exclusive, non-sublicensable, non-transferable License to use the Software and Documentation in accordance with the terms set out in this Agreement and solely for use in connection with Customer’s use of the Software and not for further distribution.

3.2       No Implied License and Exclusivity. All rights not granted by NeoSystems or Customer, respectively, are expressly reserved. Except as expressly stated herein, nothing in this Agreement confers to either party any license or right of ownership in material owned by the other party, whether by implication, estoppel, or otherwise. The rights granted by NeoSystems to Customer in this Agreement are non-exclusive, and NeoSystems is free to market, sell, and distribute any part of the Software or any other product or service to or through any other person, corporation, or entity.

4.1       NeoSystems. Ownership of the Software, Software Modifications and Documentation, and any other Intellectual Property or deliverables, whether developed under this Agreement or otherwise, in whole or in part shall belong to NeoSystems. Moreover, NeoSystems shall own any code for customized software developed by NeoSystems for the Customer that becomes part of the Software, unless otherwise expressly agreed to in writing by NeoSystems and Customer at the time of project definition. NeoSystems is authorized to revise, reuse, and resell such code, Intellectual Property or deliverables without restrictions unless otherwise expressly agreed to in writing by NeoSystems and Customer at the time of project definition.

4.2       Customer Data. Ownership of all data inputted by or on behalf of the Customer shall remain with Customer.

5.1       Customer acknowledges that the Software and Documentation and all Trademarks and any other Intellectual Proprietary Rights relating thereto:

5.1.1             are not owned by the Customer; and

5.1.2             are furnished and disclosed by NeoSystems to Customer on a strictly confidential basis.

5.2       Customer may use the Software only as expressly permitted by this Agreement.

5.3       Customer will not do anything nor permit anything to be done to or with the Software, whether by way of reverse engineering, decoding, decrypting, decompiling, disassembling or anything else that is intended:

5.3.1          to discover the source code of the Software; or

5.3.2        to assist in the development of a software product competitive with the Software; or

5.3.3         to defeat any measures incorporated into the Software that are designed to prevent copying, to maintain secrecy or to deny unauthorized access.

5.4       The Customer shall be fully liable for and responsible for the fulfilment of the above obligation on the part of the Customer's employees or any other third party that the Customer permits to have access to the Software.

5.5       Customer will not disclose the Software and Documentation or any part thereof to any third party (excepting any Affiliates) without the prior written consent of NeoSystems which consent is not to be unreasonably withheld or delayed. Customer shall take all reasonable measures to safeguard the Software and Documentation from unauthorized use or disclosure and shall take all reasonable steps to ensure that no unauthorized person has access to the Software or Documentation.

5.6       Customer will include any copyright, trade secret or other proprietary markings or notices which have been included by NeoSystems on the Software and Documentation on all copies of the Software or Documentation.

6.1       Protection of Confidential Information. Recipient shall: (i) only use the Confidential Information to exercise its rights under this Agreement, and always as part of its business relationship with Discloser; (ii) use the same degree of care to prevent unauthorized access and use of Discloser’s Confidential Information as it does for its own confidential information of a similar nature, but in any event not less than reasonable care; (iii) only disclose Confidential Information only to Authorized Recipients on a need-to-know basis, provided such Authorized Recipients are subject to confidentiality obligations at least as restrictive as this Section 6. Recipient shall be liable for any failure to comply with this agreement by the Authorized Recipients.

6.2       Legal Disclosure. If Recipient becomes legally compelled to disclose any Discloser Confidential Information, Recipient shall (i) immediately notify in writing Discloser, allowing the latter to seek a protective and other appropriate remedy; and (ii) only disclose the portion of Discloser Confidential Information that Recipient is legally compelled to disclose, and make commercially reasonable efforts to obtain confidential treatment of such information.

6.3       Return of Information. Upon Discloser’s written request, Recipient shall promptly return (or at the Discloser’s option, destroy) all originals, copies, reproductions and summaries of Discloser’s Confidential Information and certify in writing the return or destruction of the same; provided that copies may be retained solely for archival purposes pursuant to a party’s document retention policies.

6.4       Unauthorized Use. Recipient shall notify in writing Discloser immediately upon discovery of any actual or threatened unauthorized use, disclosure, misuse or misappropriation of Discloser’s Confidential Information, including the details and the circumstances thereof. Recipient shall reasonably cooperate with Discloser to help Discloser correct the situation.

6.5       Conflict and Survival. In the event of conflicts or inconsistencies between this Section 6 and the provisions of a non-disclosure agreement executed between the parties, the provisions of this Section 6 shall take precedence. This Section 6 shall survive termination of this Agreement for a period of three (3) years from the date of termination or expiration hereof.

7.1       In the event of any action or threatened action against the Customer or NeoSystems in which it is asserted that any of the Software, Documentation or services infringes any copyright, trade secret or other property right of a third party (a “Claim”), NeoSystems shall within a reasonable period following receipt of such notification, at its option and at no cost to Customer either:

7.1.1       procure the right for Customer to continue using the Software and Documentation and indemnify Customer by paying to Customer actual damages Customer pays to the holder of the infringed property right plus (i) the Customer's reasonable legal fees and expenses or

7.1.2       replace or modify the Software and Documentation so that they become non-infringing but have substantially equivalent features as the infringing system and indemnify Customer by paying to Customer actual damages Customer pays to the holder of the infringed property right plus the Customer's reasonable legal fees and expenses; or

7.1.3       after allowing the Customer a reasonable amount of time to transition to equivalent third party software, terminate the Licence of the Software and indemnify Customer by paying to Customer actual damages Customer pays to the holder of the infringed property right plus the Customer's reasonable legal fees and expenses and NeoSystems shall reimburse Customer for Support Fees prepaid by Customer to NeoSystems, the amount to be reimbursed will be determined by the remaining prepaid time if any after termination date and for Fees paid to NeoSystems by Customer as per this Agreement. In any event, NeoSystems shall have the right to conduct the defence of the infringement action on Customer's behalf and to settle the action without Customer's consent upon giving reasonable security to protect Customer and Customer shall reasonably cooperate with NeoSystems in the defence of any such action. All costs of defending such action shall be borne by NeoSystems.

7.2       This indemnity by NeoSystems against infringement is only valid if Customer notifies NeoSystems as soon as practicable of any assertion or claim of infringement against the Customer or NeoSystems of which the Customer is or becomes aware and reasonably cooperates with NeoSystems in the defence of the infringement action.

7.3       In no event shall NeoSystems be required to indemnify the Customer for any loss or damage under this clause to the extent such loss or damage was caused by or contributed to by the Customer.

8.1         Except for (i) a Claim under clause 7; (ii) either party’s (or its Affiliates’) Intellectual Property claims against the other party, (iii) Customer’s payment obligations under this Agreement and (iv) either party’s gross negligence or wilful misconduct, to the maximum extent permitted by applicable law, in no event shall either party or its Affiliates be liable to the other party or any other person or entity for an amount that exceeds the sum of the Fees received by NeoSystems from Customer during the twelve (12) months immediately preceding receipt of the notice advising the party of the existence of such claim.

8.2         In no event shall either party be liable for any special, exemplary, indirect, incidental, consequential or punitive damages, including without limitation any damages for loss of profits, of projected savings or revenues, of opportunities, of goodwill or other similar economic prejudice, or loss or corruption of data, whether arising in contract, tort, or under any other legal theory whatsoever, even if such party has been advised of, knows or should know the possibility of such damages, or such damages have been reasonably foreseeable.

8.3       Notwithstanding the foregoing, NeoSystems shall have no liability whatsoever with regard to any claims that arise out of (a) any representation or warranty made by Customer to End Users or any other third party not expressly provided in this Agreement; (b) a breach of the terms of this Agreement by Customer or its End Users (if applicable) when accessing or using the Software; or (c) an action, omission or fault of Customer or its Ends Users (if applicable) when accessing or using the Software.

9.1       NeoSystems warrants that for one year following delivery of the Software to the Customer, the Software, unless modified by the Customer, will perform the function and features described in Exhibit A and the Documentation.  NeoSystems does not warrant that:

9.1.1         the functions contained in the Software will meet Customer's requirements; and

9.1.2         the operation of the Software will be uninterrupted or error free.

9.2       NeoSystems warrants that:

9.2.1         NeoSystems is the legal and beneficial owner of the Software and Documentation and has the right to license their use to the Customer; and

9.2.2         NeoSystems has legally obtained the distribution rights to any embedded software components and shall continue to hold these rights for the duration of the Agreement; and

9.2.3         NeoSystems has no knowledge or reason to believe that any part of the Software or Documentation infringes on any copyright, trade secret or patent held by any other person, firm or corporation.

9.3       NeoSystems reserves the right to replace any of the Software with a revised program which will provide the same functionality as the Software provided to Customer if NeoSystems determines that there may be a Defect, which substituted program shall then be subject to terms of this Agreement. This right is without prejudice to rights Customer may also have under law and contract.

9.4       The foregoing warranties are in lieu of all other warranties or conditions expressed or implied including but not limited to implied warranties or condition of merchantable quality and fitness for a particular purpose and those arising by statute or otherwise in law or from a course of dealing or usage of trade.

10.1       Fees. In consideration of the provision of services under this Agreement, as applicable, Customer shall pay to NeoSystems all Fees set forth in the Order Form. Fees exclude any and all applicable taxes, which shall be paid by Customer in addition to the Fees.

10.2       Fee Increases. The Fee for the Services provided under this Agreement shall be subject to an annual price increase of five percent (5%) per annum. The initial Fee shall remain fixed for the first year of this Agreement, as indicated in the Order Form, and shall be subject to adjustment on each anniversary date of the Agreement thereafter. The increase shall be calculated on the previous year’s Fees.

10.3       Taxes. Any amounts payable pursuant to this Agreement are exclusive of all taxes of any kind, including GST.  If a taxing authority imposes taxes of any sort, they shall be the Customer's responsibility. The Customer shall pay to NeoSystems the amount of any GST which NeoSystems has had to pay to a taxing authority, as demonstrated by NeoSystems’ records, as a result of the taxable supply of goods or services pursuant to this Agreement and in accordance with relevant legislation.

10.4       Payment. Customer shall pay all amounts due within thirty (30) days of the date of NeoSystems’ invoice by way of electronic funds to the account number designated in writing by NeoSystems’. NeoSystems shall charge a late fee on amounts over thirty (30) days past due (sixty (60) days from time of billing) at the lesser of one and one-half percent (1.5%) per month or the maximum interest rate allowed by applicable law. Customer shall pay all of NeoSystems costs and expenses (including reasonable attorney's fees) if legal action is required to collect outstanding balance.

11.1 True Ups. NeoSystems may conduct periodic usage reviews of Portal and Mobile license counts at any time during the Term, and shall conduct a minimum of one (1) usage reconciliation annually on the anniversary of the Effective Date. Following any usage review, the Provider may invoice the Customer for any additional licenses activated or used in excess of the quantities stated in the applicable Order Form.

11.1.1       ITRAK 365 Portal Count. The Portal license (including Admin users) count is determined by the number of active Dataverse users, excluding system user accounts.

11.1.2       ITRAK 365 Mobile Count. The Mobile license count is determined by the number of active ITRAK 365 employee records assigned a Mobile PIN, excluding employees who also hold a Portal license.

11.2       Material Changes. Material changes may occur in Portal/Mobile license subscription counts and/or Microsoft’s license fees. Material changes are defined and handled as:

11.2.1       License Subscription Count. If ITRAK 365 Portal and/or Mobile user counts increase by twenty percent (20%) or more from the most recent verified user count, NeoSystems may conduct an immediate usage reconciliation and invoice for additional licenses.

11.2.2       Microsoft Fees. If Microsoft license or Azure Fees change by five percent (5%) or more, the Parties shall negotiate in good faith to adjust the subscription fees for the Software.

12.1       Right to Suspend. NeoSystems may, upon written notice, suspend Customer access to the Software and/or Support Services if Customer undisputed balances remain unpaid sixty (60) days from invoice date.

12.1.1       Customer billing will not stop or be interrupted throughout suspension period. Billing amounts will continue to accumulate in addition to the outstanding balance.

12.2       Resumption of Performance. NeoSystems will resume access to the Software and/or Support Services upon Customer payment of all outstanding amounts.

12.3       No Liability. NeoSystems will not be liable to Customer for any liabilities, claims, or expenses arising out of suspension of Customer’s Service under this section.

13.1       Term. This Agreement shall become effective on the Effective Date, and shall remain in full force and effect through the Term until all subscriptions for Services under this Agreement have expired or have been terminated. The Term shall be as specified in the Order Form issued under this Agreement.

13.2       Termination. This Agreement and/or an Order Form may be terminated as follows:

13.2.1         by either Party in the event the other Party commits a material breach of this Agreement (including a warranty) and/or an Order Form, effective after the non-breaching Party has given thirty (30) days prior written notice with respect to the breach, including a description and details thereof, and such breach or default is not cured for a period of thirty (30) days after receipt by the breaching Party of such written notice from the non-breaching Party;

13.2.2         By NeoSystems.  NeoSystems may terminate this Agreement and/or an Order Form without cause, with one (1) year prior written notice to Customer. NeoSystems will refund the unused portion of the Fees paid for that period on a pro rata basis.

13.2.3         By Customer. Customer’s termination rights and notice periods are set out in the applicable Order Form.

13.3       Any remedies available to either NeoSystems or Customer upon breach of this Agreement shall survive termination.

13.4       For the avoidance of doubt, when determining the value of fees to be refunded under clause 13.2.2 and 13.2.3, any discount or deduction applied to the Fees paid by Customer shall remain and the Customer shall not be charged the difference with the full amount retroactively.

14.1       Upon termination of the Software subscription service by either party, Customer agrees to promptly and permanently delete all ITRAK 365 instances, environments, and ITRAK 365 Azure services where the Software provided under this Agreement was installed. This includes, but is not limited to, any virtual machines, containers, or physical systems, copies, backups, or derivative environments on which the software was deployed.

14.2       In cases where the Software is installed within preexisting instances that include other Dynamics 365 or Power Platform solutions, the Customer shall uninstall the Software solution from those instances and permanently delete all ITRAK 365 Azure services where the Software provided under this Agreement was installed. This includes any copies, backups, or derivative environments.

14.3       The Customer has the right to export all necessary data from the Software before the Software subscription termination for the purpose of historical data backup and retention.

14.4       Customer acknowledges that failure to comply with this clause may result in legal action and liability for damages incurred by NeoSystems due to unauthorized use or distribution of the software.

14.5       Upon request by NeoSystems, Customer shall provide a written confirmation of the deletion of the Software instances and environments within a reasonable period following the termination of this Agreement.

14.6       This clause shall survive the termination of this Agreement and remain in effect until all instances of the Software have been completely removed from Customer's systems.

Customer shall not transfer, assign, rent, sell, sublicense its rights under this Agreement in whole or in part or otherwise part with possession of any copy of the Software, Software modification or Documentation provided by NeoSystems to Customer (excepting what is permitted under this Agreement) without prior written consent, which consent shall not be unreasonably withheld or delayed. This Agreement shall be binding upon any successors or assigns of NeoSystems.

16.1       Until the relevant provisions of this clause 16 have been complied with, no party shall commence any action, bring any proceedings or seek any relief or remedy in a court or by arbitration, except that nothing in this clause 16 prevents either party from seeking interlocutory or equitable relief from a court.

16.2       Any dispute, controversy or claim (a “Dispute”) arising out of or in relation to this Agreement or an Order Form must be the subject of a notice from any party to the other party setting out the material particulars of the Dispute (“Notice”), and must immediately be referred to the primary contact of each party who must endeavour in good faith to resolve the Dispute expeditiously.

16.3       If the Dispute has not been resolved within (twenty-one) 21 days of reference to the primary contacts of each party pursuant to clause 16.2, the Dispute must be referred to the appropriate senior executive of each party who must endeavour in good faith to resolve the Dispute expeditiously.

16.4       If the Dispute has not been resolved or an alternate method of resolving the Dispute has not been agreed upon within (twenty-one) 21 days of reference to the senior executive of each party pursuant to clause 16.3, or a longer period if the parties agree, the Dispute may be submitted by either party for arbitration with one (1) arbitrator to be agreed between the parties.

16.5       If a Dispute is not resolved within ninety (90) days after the date of the Notice given in accordance with clause 16.2, either party who has complied with this clause 16 may terminate the dispute resolution process undertaken and commence court proceedings in relation to the Dispute.

17.1       The obligations of either party under this Agreement shall be suspended, to the extent that such party is prevented from complying with its obligations hereunder in part or in whole by strikes, lockouts, acts of God or the Queen's enemies, war, law, orders or regulations of governmental bodies or agencies, unavoidable accidents, delays in transportation, inability to obtain necessary materials in the open market, pandemic, epidemic or any other cause, except financial, whether similar or dissimilar to those specifically enumerated, beyond the reasonable control of the party affected.

17.2       A party claiming the benefit or protection of force majeure shall give notice within seventy–two (72) hours thereof to the other party.

17.3       A party claiming the benefit or protection of force majeure shall employ all reasonable means to minimize the consequence to the other party and to rectify or terminate the force majeure event or its consequence. Performance of any obligation suspended by force majeure shall be resumed no later than sixty (60) days following the occurrence of the force majeure event or such earlier time as rectification or termination may occur.

18.1       Notices. All notices or demands hereunder shall be by electronic mail, delivery receipt requested, at the e-mail address of the receiving Party specified above (or at such different addresses as may be designated by either Party by written notice to the other Party), and shall be deemed complete one (1) day after sending, provided a non-deliverable e-mail notification was not received.  Notices to NeoSystems shall be sent to the attention of:  Managing Director.

18.2       Entire Agreement. This Agreement, Order Form(s), and any Exhibits hereto, constitute the entire agreement between the parties with respect to the Software and Documentation and there are no representations, warranties or undertakings, whether verbal or in writing, other than as set out herein.

18.3       Severance. If any terms of this Agreement shall be declared unlawful, void or, for any reason, unenforceable, that term shall be severed from the Agreement and shall not affect the validity and enforceability of the remaining terms.

18.4       Remedies. It is expressly agreed that a material breach of this Agreement by either party relating to the nondisclosure, Confidential Information or Intellectual Property protection provisions will result in irreparable harm to that party and that a remedy at law would be inadequate.  Therefore, in addition to any and all remedies available at law, both parties will be entitled to seek an injunction or other equitable remedies without the necessity to post bond in all legal proceedings in the event of any threatened or actual violation of any or all of such provisions. This section shall apply in any jurisdiction, notwithstanding the choice of governing law and jurisdiction set forth in clause 18.5.

18.5       Governing Law and Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the Province of Alberta, in Canada. The parties consent and do hereby irrevocably submit to the venue and the jurisdiction of the Courts of the Province of Alberta, in any action or proceeding arising out of or relating to this Agreement, and irrevocably agree to all such actions or proceedings being heard and determined in such court and irrevocably waive, to the fullest extent possible, the defence of an inconvenient forum. The parties agree that a judgment or order in any such action or proceeding may be enforced in any other jurisdiction in any manner provided by law.

18.6       Changes. No modification of this Agreement will be effective unless it is made in writing and is signed by authorized representatives of each party.

18.7       Headings. The headings of the clauses contained in this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of this Agreement.

18.8        Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original instrument, but all of which shall constitute one and the same agreement.

SOFTWARE DESCRIPTION

 ITRAK 365 Environmental Health and Safety (EHS) Software is a comprehensive platform designed to manage and streamline health, safety, and compliance processes within organizations. ITRAK 365 facilitates the tracking and reporting of critical information, including incidents, audits, hazard identifications, corrective actions, risk assessments, procedures, training, certifications, and associated workflows (collectively referred to as “ITRAK 365”).

Included Components:

1. Native Forms Manager Mobile App: A mobile application compatible with Android, iOS, and Windows platforms, providing seamless data entry, review, and submission capabilities in both online and offline environments.
2. ITRAK 365 Power Platform Application Software: Includes pre-configured solutions, plugins, and the ITRAK Portal application, enabling users to manage workflows and processes effectively while integrating into existing Microsoft environments.
3. Microsoft Power Platform Licenses (if bundled with ITRAK): Microsoft Power App licenses for the Power Platform, supplied by ITRAK 365 through Microsoft’s Cloud Solution Provider (CSP) program, are provisioned directly within the customer’s Microsoft Tenant to ensure compliance and scalability. Refer to the Order Form for details regarding bundled licenses.
4. ITRAK Connector Service Application: A dedicated service running in Microsoft Azure, enabling secure and efficient integration, data processing, and communication between components of the ITRAK 365 platform.

Platform Architecture:

The ITRAK 365 platform operates as an extension of the Microsoft Power Platform, leveraging the scalability, security, and functionality of Microsoft Azure and Dataverse. By utilizing the customer’s Microsoft Tenant, ITRAK 365 ensures:

• Seamless Integration: Works with existing Microsoft tools such as Dynamics 365, Power BI, and Teams.
• Data Control: Provides customers with full control over their data within their Microsoft environment.
• Scalability and Flexibility: Supports diverse organizational needs with a robust and extensible architecture.

ITRAK 365 empowers organizations to optimize their EHS workflows, enhance compliance, and foster a proactive safety culture, all within a platform designed for flexibility and reliability.

DEFINITIONS

1. "Agreement" means this Subscription Services Agreement and any amendments thereto.
2. “Affiliates” means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity.
3. “Authorized Recipients” means the Recipient’s Affiliates and subcontractors, and its and their respective directors, officers, employees, agents, consultants, and legal or financial advisors.
4. “Confidential Information” means:
   1. any technical, corporate, economic, marketing or other information, know-how concerning the past, present and contemplated services, products, processes, procedures and modes for and of providing, distributing and selling goods or services related to the business of a party including, without limitation, information, knowledge or data relating to employees, training programs, service manuals, formulas, designs, prototypes, compilation of information, data, databases, programs, codes, source codes, routines, algorithms, architectures, methods, techniques, processes, products, devices, equipment or machines, inventories, manufacturing, purchasing, engineering, enterprise resource planning software and related information, Intellectual Property, customer and supplier information, financial information, research and development, drawings and technical advice, the terms of this Agreement and any other information, whether oral or written, relating to the Agreement which is identified by a party as proprietary or confidential; and
   2. excludes (a) information that is or becomes public through no fault of Recipient or its Authorized Recipients, (b) information that Recipient can prove with documented evidence was already known to Recipient at the time of its disclosure, (c) information that was obtained from a third party without violation of any confidentiality obligations, and (d) information that Recipient can prove was/is independently developed by Recipient, without use of Discloser’s Confidential Information.
5. “Customer” means the party named above, its directors, officers, employees, contract employees, agents, representatives, and consultants, who will have access to the software permanently or from time to time.
6. “Customer and Supplier Information” means information pertaining to the Customer’s suppliers and its customers, customer base and markets, including customer names and addresses and the names of employees of customers with whom the Customer is in contact in its business, customer requirements and the Customer’s contracts with its customers, including details as to pricing and supply.
7. “Deliverable” means a work product that is defined and is to be delivered by NeoSystems to Customer under this Agreement.
8. “Discloser” means a party to this Agreement who discloses Confidential Information under this Agreement and/or such party’s Affiliates, subcontractors and its and their respective directors, officers, employees, agents, consultants, and legal or financial advisors.
9. "Defect" means any failure of the Software or any component thereof to conform or operate in any material respect with the manner in which it was intended as described in this Agreement and Documentation.
10. "Documentation" means any documentation NeoSystems provides to the Customer that is related to the Software, including, without limitation, documentation provided prior to, after execution and while this Software License Agreement, is in force.
11. “End User” means any Customer who uses the Software or Services.
12. "Effective Date" means the last date of the signature on this Agreement.
13. “Fees” “means the fees set forth in an Order Form to be paid by Customer for the use of the Software pursuant this Agreement.
14. "GST" means the tax liability imposed pursuant to Part IX of the Excise Tax Act, R.S.C. 1985, c. E-15, as amended (the “Act”), or any successor similar federal or provincial legislation that is intended to impose a tax on the recipient of a supply of goods or services as defined in the Act.
15. “Intellectual Property” means all intellectual property, including without limitation (a) trademarks and service marks (whether or not registered), trade names and other designations of source of origin, together with all goodwill related to the foregoing, (b) patents and patent applications, (c) copyrights, whether or not registered, (d) trade secrets, including without limitation know-how, technology methods, ideas and inventions, (e) software and computer code (whether in source code, object code or any other form) and (f) all applications and registrations of any of the foregoing.
16. “Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between Customer and NeoSystems from time to time in accordance with clause 1.1 of this Agreement.
17. “Project Kick Off Meeting” means the official NeoSystems scheduled project kick-off meeting signifying the start of the project implementation.
18. “Recipient” means the party that receives Confidential Information from the other party and such party’s Authorized Recipients.
19. “Research and Development” means information pertaining to any research, development, investigation, study, invention, analysis, experiment or tests carried on or proposed to be carried on by the Customer.
20. "Software" means (i) the object code version of any NeoSystems proprietary computer program identified on an Order Form; and/or (ii) any software or software component, whether object code or source code (including without limitation APIs) made available by NeoSystems to Customer for use in connection with the Services.
21. "Software Modifications" means changes, improvements, modifications or additions, which may be made by NeoSystems to the Software.
22. "Support Services” means assistance in defect fixing and maintaining the software.
23. “Support Fees” means fees charged for the provision of Support Services as set forth in an Order Form.
24. “Trademarks” means all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefore and all goodwill associated therewith.