HCL Technologies Limited, 806 Siddharth, 96 Nehru Place, New Delhi-110019 ("HCL")

THIS TRIAL AND DEMONSTRATION AGREEMENT ("AGREEMENT") GOVERNS COMPANY'S USE AND EVALUATION OF THE HCL PRODUCT. BY SIGNING THIS AGREEMENT, COMPANY AGREES TO BE BOUND BY ITS TERMS. BY ENTERING INTO THIS AGREEMENT ON BEHALF OF COMPANY, YOU REPRESENT AND WARRANT YOU HAVE THE AUTHORITY TO DO SO. 
Definitions. "Company" means the licensee identified in the Transaction Document.  "Customer Data" means information submitted by or entered by Company or automatically uploaded from Company for processing and storage by any Product provided to Company under this Agreement. "Product" means the HCL product that is being made available to Company as set forth in the Transaction Document. "Quantity/Use Limit" means the quantity and usage limitation information specified in the Transaction Document.  "Transaction Document" means the attached Exhibit outlining Product, Product Availability Period and Quantity/Use Limit.  "Product Availability Period" means the period during which the Product is licensed or made available for access as set forth in the Transaction Document, and as may be extended by HCL. If no Product Availability Period is specified, the initial Product Availability Period shall be thirty (30) days from the date on which the Company is provided access to the Product.   
HCL hereby grants Company a non-exclusive, non-transferable, limited, and revocable license, without the right to sublicense, to use the Product(s) during the Product Availability Period together with any hardware supplied by HCL (if any) for evaluation purposes only at the Company's address (or an end user address) set forth in the Transaction Document in accordance with the authorized Quantity/Use Limit. Products may not be used in a live production environment (except as otherwise agreed to by HCL in the Transaction Document) or used for development or any other commercial purposes. This Agreement shall not be construed as a grant by HCL of any other license or rights relating to the Product(s) and is not intended to replace any standard HCL license agreement for production use. Title and ownership to the Products and HCL hardware (if any) will at all times remain with HCL. Company acknowledges that each Product constitutes confidential and proprietary property of HCL.  HCL shall have a royalty free, worldwide, irrevocable, perpetual license to use and incorporate into the Product(s) any suggestions, enhancement requests, or other feedback provided by Company relating to the Product(s) without restriction.
Upon reasonable notice, HCL may audit the Company's software logs relating to the Product, in order to verify their use in compliance with this Agreement. Such verification will be conducted in a manner that minimizes disruption to Company's business, and may be conducted on Company's premises, during normal business hours. HCL may use an independent auditor to assist with such verification. 
This Agreement shall be effective upon the Company's acceptance of the Agreement and shall remain in force during the Product Availability Period, unless terminated earlier in accordance with the terms of this Agreement. HCL reserves the right to terminate the Agreement and the Company's access to or use of the Product(s) at any time and for any reason. Upon expiration or termination of this Agreement or upon request from HCL, Company agrees to promptly return, destroy, and discontinue use of the Product(s) and all related materials as instructed by HCL. Where hardware was supplied by HCL with the Products, the Company shall return, at its cost and expense, the hardware to HCL, or HCL's designated supplier. Any terms that by their nature extend beyond the Agreement termination or expiration, remain in effect until fulfilled, and apply to successors and assignees.
Company shall keep strictly confidential all materials and information provided by HCL. Company may not copy or disclose any HCL intellectual property to any third party or use the same for any purpose other than the evaluation of the Product(s). Company shall not (a) modify, reverse compile, reverse engineer, reverse assemble, benchmark or perform competitive analysis on all or any portion of the Products except solely to the extent permitted under applicable law without the possibility of contractual waiver, (b) except as specified in a Transaction Document, distribute, disclose, market, rent, lease, assign, sublicense or transfer the Products to third parties, or (c) transfer the Products to a different computer, location or site without the prior written consent of HCL.  Company acknowledges that the Product is subject to control under export and import laws, (including control under U.S. law- for instance, under the Export Administration Regulations (15 CFR 730-774)) and agrees to comply with all applicable import and export laws and regulations and further agrees that the Product will not be exported, re-exported or transferred in violation of the applicable export and import laws or used for any purpose connected with chemical, biological or nuclear weapons or missile applications. This Agreement may not be assigned or transferred to any third party either directly or by operation of law without HCL's prior written consent.
For any Product(s) provided to Company under this Agreement (either in a SaaS or on-premise environment), Company agrees not to provide any personal data or information, including but not limited to any health, payment card or other sensitive personal information that imposes specific data security obligations for the processing of such data, unless it is a supported feature in HCL's documentation for the Product(s). If Company provides or shares any personal data to or with HCL as in connection with the Product(s), then Company represents that (i) it is duly authorized to provide personal data to HCL and it does so lawfully in compliance with relevant legislation, (ii) HCL and any entity within the HCL group of companies or its subcontractors can use such data for the purposes of performing its obligations, and (iii) HCL may disclose such data to any HCL entity and its subcontractors for this purpose and may transfer such data to countries outside of the country of origin, which may include countries that are not deemed adequate under applicable data protection laws. For more information on HCL's data transfer policies and procedures, please review HCL's Privacy Policy, available upon request, or contact HCL before sharing or providing any personal data. HCL may collect, modify, and analyze meta data and/or operations data that does not contain any Customer Data, such as system log files and transaction counts that relate to system utilization and performance statistics, all as deemed necessary by HCL. HCL may delete Customer Data from the Product(s) for any reason and at any time without notice.
COMPANY AGREES THAT HCL MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND HCL HARDWARE (IF ANY), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE AND TITLE AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT AND THAT IN NO EVENT WILL HCL BE LIABLE TO COMPANY OR TO ANY OTHER PARTY FOR ANY DAMAGES, LOSS OR LIABILITY, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGE, LOSS OR LIABILITY, TIME, MONEY OR GOODWILL WHICH MAY ARISE DIRECTLY OR INDIRECTLY FROM OR RELATED TO COMPANY'S OR ANY OTHER PERSON'S USE OF THE PRODUCTS WHETHER IN CONTRACT, TORT, FOR BREACH OF STATUTORY DUTY OR OTHERWISE TO THE EXTENT PERMITTED BY LAW. ALL MATERIALS PROVIDED BY HCL HEREUNDER ARE PROVIDED "AS IS" AND HCL PROVIDES NO SERVICE LEVEL AGREEMENTS OR WARRANTIES OF ANY NATURE. ANY DATA ENTERED OR CONFIGURATIONS OF THE PRODUCTS DURING THE TRIAL PERIOD MAY NOT BE AVAILABLE AFTER THE TRIAL PERIOD. 
IF COMPANY IS LOCATED WITHIN THE US, THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO (I) ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD APPLY THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION TO THE PARTIES' RIGHTS OR DUTIES; (II) THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS; OR (III) OTHER INTERNATIONAL LAWS. FURTHERMORE, EACH PARTY (I) HEREBY IRREVOCABLY AGREES TO SUBMIT TO THE JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF CALIFORNIA FOR ALL DISPUTES AND LITIGATION ARISING UNDER OR RELATING TO THIS AGREEMENT AND (II) WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.  FOR COMPANIES LOCATED OUTSIDE THE US, BOTH PARTIES AGREE TO THE APPLICATION OF THE LAWS OF THE COUNTRY IN WHICH COMPANY OBTAINED THE PRODUCT LICENSE TO GOVERN, INTERPRET, AND ENFORCE ALL OF COMPANY'S AND HCL'S RESPECTIVE RIGHTS, DUTIES, AND OBLIGATIONS ARISING FROM, OR RELATING IN ANY MANNER TO, THE SUBJECT MATTER OF THIS AGREEMENT, WITHOUT REFERENCE TO (I) ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD APPLY THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION TO THE PARTIES' RIGHTS OR DUTIES; (II) THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS; OR (III) OTHER INTERNATIONAL LAWS. FURTHERMORE, ALL RIGHTS, DUTIES, AND OBLIGATIONS ARISING FROM, OR RELATING IN ANY MANNER TO, THE SUBJECT MATTER OF THIS AGREEMENT, ARE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE COUNTRY IN WHICH COMPANY OBTAINED THE PRODUCT LICENSE. UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER OR LIMITATION: (I) NEITHER PARTY WILL BRING A LEGAL ACTION, REGARDLESS OF FORM, FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION AROSE; AND (II) UPON THE EXPIRATION OF SUCH TIME LIMIT, ANY SUCH CLAIM AND ALL RESPECTIVE RIGHTS RELATED TO THE CLAIM LAPSE.
This Agreement, along with the Transaction Document is the entire agreement between HCL and Company relating to the Product and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product.



TRANSACTION DOCUMENT/EXHIBIT TO TRIAL AND DEMONSTRATION AGREEMENT


PRODUCT: BigFix Lifecycle, BigFix Compliance, BigFix Patch, BigFix Inventory

PRODUCT AVAILABILITY PERIOD: 30 Days

QUANTITY/USE LIMIT: 100 Agents


Trial and Demonstration Agreement


v. 8/6/19

