Attachment 10 Rights and Usage Grants.docx

Attachment 10

RIGHTS AND USAGE GRANTS

Under this Contract, Clemson is purchasing: (i) the right for Clemson and the Authorized Users to access and use the ERP System in Contractor’s Software as a Services deployment model including the ERP Applications Software and Third Party Software – all as more specifically set forth herein, and (ii) system integration, implementation, production Software as a Service, ERP System maintenance and transition, and disengagement services for the ERP Systems (collectively, the “Services”). In providing the Services, Contractor shall provide, at Contractor’s own expense, all equipment, personnel, storage, tools, materials and resources necessary to perform hereunder. Contractor also shall cooperate with Systems Integrator and any Third Parties engaged either by or for Clemson in connection with the Services.

For the purposes of this Contract, the “Software as a Services” includes its facilities and ERP System that Contractor deems necessary for operating the ERP Applications and Third Party Software and making same available for Clemson’s and the Authorized Users’ use to process the pertinent data through Clemson’s internet connections. Contractor and Clemson agree that the Software as a Service Environment includes encryption in transit and at rest of all Government Information processed on said Software as a Services Environment. (For purposes of clarification, during the term of this Contract, Contractor is responsible for providing all licenses to third party software and Systems Software and other components of the Software as a Services as well as the Updates to the same and any Third Party Software. Contractor shall provide Clemson with prior written notice of any change of the the Software as a Service environment. Contractor agrees that any subsequent third party Software as a Services subcontract vendor shall meet, at a minimum, the Software as a Services environment standards then in effect under this Contract. Any such change shall be formalized via a written change order between the parties). It is the intent of Clemson and Contractor that for the initial term the costs associated with the Software as a Services fees, Software maintenance fees and updates for the Third Party Software set stated above may not be increased except as otherwise set forth in this Contract.

1.1. Grant of Rights to the Software System. For the duration of the Term, Contractor hereby grants to Clemson and the Authorized Users a worldwide, non-exclusive, royalty free, right and license to: (a) access and use the System specified in this Contract in furtherance of Clemson’s and the Authorized Users’ business purposes; (b) generate, print, copy, upload, download, store and otherwise process all output, displays and other content as may result from any access to or use of the System; (c) prepare, reproduce, print, download and use a reasonable number of copies of the Documentation as may be necessary or useful for any use of the System permitted under this Contract; (d) access and use the System for all such non-production uses and applications as may be necessary or useful for the effective use of the System as permitted hereunder, including for purposes of analysis, development, configuration, integration, testing, training, maintenance, support and repair, which access and use will be without charge; and (e) download any Software offered by Contractor and required for access and use of the System, in each case solely for Clemson’s and the Authorized Users’ business purposes.

1.2. Limited Right to Government Information. During the applicable Term, Clemson grants to Contractor(s) the nonexclusive right to process Government Information for the sole purpose of and only to the extent necessary for Contractor to perform its obligationsand in compliance with: (a) the express terms and conditions of this Contract(s) or as Clemson may hereafter expressly direct in advance in writing; (b) Clemson Policies; and (c) all Applicable Laws relative to Contractor’s performance of its obligations under the Contract(s) (including all then current Applicable Laws relating to spamming, privacy, and consumer and data protection and security). Except for the limited license expressly provided in this Section 1.2 (Limited Right to Government Information), nothing contained in this Contract shall be construed as granting Contractor or any Third Party any right, title, or interest in or to any Government Information.

Access to Government Information. In the event that any part of the System that stores or processes any Government Information (including disaster recovery locations) is hosted by a Third Party, Contractor shall ensure that Clemson has unencumbered access to the Government Information in accordance with the requirements of this Section. Contractor shall: (a) submit a letter(s) to the provider(s) of any such locations, which letter shall inform such provider that such provider is authorized to deliver to Clemson the Government Information in a non-proprietary, easily accessible format, when so instructed by Clemson without any requirement of confirmation from Contractor and without any condition whatsoever on the receipt of such Government Information (including any requirement of payment from Clemson); and (b) Contractor shall submit to Clemson an original of such letter signed by each such provider acknowledging and agreeing to comply with and fulfill the terms of such letter, including not to withhold Government Information for any reason whatsoever. Under no circumstances shall Contractor withhold any Government Information as a means of resolving any dispute and shall ensure that Contractor’s Third Party providers shall not withhold any Government Information from Clemson.

1.3. Documentation. At no additional cost to Clemson, Clemson has the right to reproduce, adapt or copy any portion of the Documentation into electronic or printed form for use in connection with the Services. Contractor shall provide to Clemson replacement of additional copies of the Documentation reasonably requested by Clemson at no additional charge.

1.4. Reports. Contractor shall provide Clemson with the reports described herein and such other reports as Clemson may request from time to time with respect to Contractor’s performance of the Services, including as measured against the MASLs. Upon request, Contractor also shall provide Clemson with documentation sufficient to support the information in such reports (including and upon request, copies of the original, unfiltered reports or statistics used by Contractor to verify use of the Services by Clemson). Such reports will be provided either in hard copy form or via EDI or other form of secure electronic transmission, as specified by Clemson from time to time.