License and Services Agreement

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V20160423

THESE DELTEK LICENSE AND SERVICES AGREEMENT TERMS (SECTIONS B-F) APPLY TO ANY DELTEK SOFTWARE OR SERVICES PURCHASED FROM DELTEK OR THROUGH A DELTEK PARTNER (AS DEFINED BELOW). TERMS IDENTIFIED AS APPLICABLE TO CERTAIN LICENSEE CATEGORIES (I.E., AMERICAS, ASIA-PACIFIC, EMEA OR GOVERNMENT LICENSEES) SHALL APPLY ONLY TO THOSE LICENSEES AND SHALL PREVAIL OVER CONFLICTING TERMS IN THIS AGREEMENT FOR OTHER LICENSEES.

SECTION A: ORDER FORM
SECTION B: GENERAL TERMS AND CONDITIONS
SECTION C: LICENSE TERMS AND CONDITIONS
SECTION D: MAINTENANCE TERMS AND CONDITIONS
SECTION E: SERVICES TERMS AND CONDITIONS
SECTION F: TERM LICENSES AND PRODUCT-SPECIFIC TERMS

SECTION A: ORDER FORM

A separate document listing the software licensed and which may also contain order-specific terms. For Licensees purchasing through a Deltek Partner, Section A may be replaced by an order form from or purchase order to that Partner.

SECTION B: GENERAL TERMS AND CONDITIONS

B1. General Definitions. Some of the following definitions may not be applicable, depending on the Software licensed. See also Section F for any product-specific definitions that may be applicable.

“Active User” License type is a License type (offered on some IPM products) where Licensee agrees to obtain and maintain a sufficient number of Licenses to represent an agreed upon adoption rate by all employees of Licensee and its named Affiliate(s) that are authorized to use the Software (“Licensed Affiliates”). The agreed upon adoption rate and employee count of Licensee and the Licensed Affiliates shall be set forth in the applicable Order Form. An “Active User” is not a “Named User”, meaning that all employees of Licensee and its Licensed Affiliates can access and use the Software up to the Active User License count. Within thirty (30) days of a request from Deltek, Licensee will report the employee count of Licensee and Licensed Affiliates and the actual use over the specified reporting period to determine how many Active Users there were (“Active User Count”). The Active User Count is calculated by averaging the daily logins for each month of the reporting period. Should the Active User Count exceed the agreed upon adoption rate, Licensee will be required to expand the Active User Licenses by increasing the Active User adoption rate and/or the employee count. Even if the Active User Count falls within the Active User License grant, if the employee count of Licensee and the Licensed Affiliate(s) exceeds the agreed upon employee count, including increases due to merger or acquisition, Licensee will be required to increase the employee count at the agreed upon adoption rate. The initial Active User License establishes a baseline below which Licensee may not fall, so decreases in employee count and/or actual Active User Count will not reduce Licensee’s Active User Licenses.
“Affiliate” means any entity that is controlled by Licensee, or is under common control with Licensee, through at least a fifty-one percent (51%) ownership (or through board of directors' control if a not for profit entity). For Government Licensees, the "Affiliate" definition and provisions related to Affiliates shall not apply.
“Americas Licensee” means a party that has licensed Deltek software from a Deltek office or an authorized Deltek Partner located in North or South America.
“ARM” means Deltek Active Risk Manager.
“Asia-Pacific Licensee” means a party that has licensed Deltek software from a Deltek office or an authorized Deltek Partner located in Australia or Asia (except for the Middle East).
“Concurrent Users” (or “Simultaneous Users”) means the maximum number of users who may be logged on to the Software at the same time.
“CER” means Deltek Costpoint Enterprise Reporting, formerly Deltek Performance Management.
“Correction” means, without limitation, workarounds, support releases, component replacements, patches and/or documentation changes made available by Deltek.
“Custom” or “Customization” means creation of instructions using a programming language that enhances, adds to, or modifies software functionality or behavior. This includes, but is not limited to (1) any modification to the core source code of Software or reports that are not configurable, or (2) a change to or the development of (i) Interfaces (as defined below), (ii) Integrations (as defined below), (iii) enhancements, and/or (iv) extensions.
“Defect” means (1) a failure of the Software to operate substantially in accordance with the Documentation as it exists at the time the Software is delivered, or (2) defective media upon which the Software is delivered (if tangible delivery).
“Dispute” means any dispute or claim arising out of or related to this Agreement.
“Documentation” means the user instructions, training guides, or manuals for the Software licensed to Licensee by Deltek. All Documentation is copyrighted by Deltek.
“Dongle Key” means a hardware device that Deltek may require as a user authentication mechanism to permit access to the Software.
“Effective Date” of this Agreement means the signature date specified in the initial Order Form.
“EMEA” means Europe, Middle East (as currently designated by Deltek), and Africa.
“EMEA Licensee” means a party that has licensed Deltek software from a Deltek office or an authorized Deltek Partner located in Europe, Middle East or Africa.
“Employee” means
1. for Deltek Costpoint, any full-time, part-time, or seasonal employee who is accounted for in the employee master file contained in the Software;
2. for Deltek GCS Premier, any full-time, part-time, or seasonal employee (including independent contractors) who is accounted for in the employee master file contained in the Software;
3. for Deltek Cobra, Deltek MPM, Deltek wInsight Analytics, Deltek wInsight, or Deltek Open Plan, any full-time, part-time, or seasonal employee (including independent contractors) who is paid directly by Licensee;
4. for Deltek Maconomy, any active full-time, part-time or temporary/seasonal employee required by Licensee to record time in the Software, excluding independent contractors, subcontractors, and inactive or terminated employees. Licensee is required to have a License for every employee that enters data in the Software; or
5. for Deltek Vision, any active full-time, part-time or seasonal employee, inactive employee or subcontractor who will be accounted for in the employee master file contained within the Software, excluding terminated employees.
“Government Licensee” means the U.S. or other country, state, or local government, an agency, or entity of the U.S. or other country, state, or local government, or an authorized non-governmental organization acting on behalf of the U.S. or other country, state, or local government that has licensed Software. Unless otherwise specified, Americas Licensee provisions shall apply to Government Licensees.
“IPM Software” (formerly EPM Software) means Deltek’s suite of software products for Integrated Program Management.
“Instance” means a running copy of the Software. Once installed or copied, an Instance exists (whether or not it is actually executing) until it is completely removed from memory and uninstalled from disk storage.
“Intellectual Property Rights” means all copyrights, moral rights, database rights, derivative works, patents, patentable ideas, inventions, patent applications, patent registrations, patent renewals, trade secrets, know-how, trademarks, service marks, trade names, service names, logos and other proprietary markings, all rights in the nature of unfair competition rights, and rights to sue in passing off, and confidentiality or any other similar proprietary right arising or enforceable under applicable law.
“Interface” means any standard functionality for providing input and output to and from outside applications.
“Integration” means the translation of data from the format of one application directly into the format of another; a data and command conversion on an ongoing basis between two or more systems.
“ISV Supported Software” means Third Party Software which an independent software vendor partner ("ISV Partner") supplies that may integrate with the Deltek Software, and for which the ISV Partner solely and directly provides the license or software as a service subscription, maintenance and services terms (including warranty and liability limits) for ISV Supported Software to the Licensee or subscriber.
“License” means for Software, a non-exclusive, non-transferable right to use the Software in a machine-readable form, together with the Documentation, solely for Licensee's internal business purposes. Some Software may require equal numbers of Licenses for proper functionality and issuance of a License Key.
“License Fees” means the fees paid for Software Licenses. License Fees do not include maintenance or Services fees.

aa.	“Licensed Location” means the physical location where the server-installed portion of the Software (where applicable) is or will be installed on equipment that Licensee owns, leases, or otherwise controls.
bb.	“Misuse” means any use of the Software in disregard of any known or reasonably anticipated adverse consequences, warning messages, or other written instructions.
cc.	“Mobile Application” means Software or Software functionality which can be used on mobile phones, tablets, and other portable devices.
dd.	“Named User” means anyone whom Licensee has authorized to use the Software by issuing an access code.
ee.	“Order Form” means a document in either tangible or electronic form that specifies the Software, maintenance, prepaid Services, or license term, as applicable, License types and quantities, fees, and applicable terms and conditions specific to the order, which will be governed by these terms and conditions.
ff.	“Partner” means an entity with whom Deltek has an independent contractor business relationship such as a reseller or supplier of software and/or services. The parties acknowledge and agree that in this context, the term "partner" shall not imply any legal or statutory partnership concepts.
gg.	“Personal Information” means any information (including information forming part of a database), about an individual data subject whose identity is apparent, or can reasonably be ascertained from the information, that is disclosed by one party to this Agreement to another.
hh.	“Privacy Laws” means legislation, statutory instruments and any other enforceable laws, codes, regulations, or guidelines regulating the collection, use, disclosure and/or free movement of Personal Information that applies to any of the parties or to this Agreement, including in particular any legislation implementing the EU Data Protection Directive 95/46/EC or similar directive or regulation that takes the place of that Directive and the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/E) in the applicable EU member state.
ii.	“Process” or “Processing” Personal Information means any operation or set of operations performed upon Personal Information, whether or not by automatic means, including collection, recording, organization, use, transfer, disclosure, storage, manipulation, combination and deletion of Personal Information.
jj.	“Server” License means that one Instance of the Software may be installed on one server.
kk.	“Services” means, collectively, any consulting or training services provided by Deltek.
ll.	“Simultaneous Users” (or “Concurrent Users”) means the maximum number of users who may be logged on to the Software at the same time.
mm.	“Software” means the Deltek software products and any Third Party Software (except for ISV Supported Software) listed on an Order Form and licensed to Licensee by Deltek. For U.S. Government Licensees, Software was developed exclusively at private expense and is a Commercial Item, including commercial computer software, as those terms are defined in the Federal Acquisition Regulation ("FAR"), 48 C.F.R. 2.101.
nn.	“SOW” means statement of work, work order or any other document authorizing Services (excluding purchase orders), executed by Licensee or by both parties.
oo.	“Support Contractor” means a third party with whom Licensee has contracted to install, maintain, host, or operate the Software for and on behalf of Licensee subject to the terms and conditions of this Agreement. Licensee must provide written notice to Deltek identifying any Support Contractor that is given access to the Software. For U.S. Government Licensees, each Support Contractor must be subject to the use and non-disclosure agreement at 227.7103-7 of the Defense Federal Acquisition Regulation Supplement. All Software disclosed to a Support Contractor must, if in physical form, bear the following restrictive marking: "Commercial Computer Software: The software herein is proprietary to Deltek, Inc. and may not be used, disclosed, reproduced, modified, performed, or displayed without the prior written approval of Deltek, Inc."
pp.	“Term License” means a License to use Software for a fixed period of time identified in an Order Form.
qq.	“Third Party Software” means any third party software listed in an Order Form that is produced by a party other than Deltek. Third party software is supported by Deltek unless otherwise indicated on the Order Form.
rr.	“Updates” means upgrades, modifications, improvements, enhancements, extensions, new releases, and other changes to the Software or Documentation that Deltek makes available.
ss.	“U.S. Government Licensee” means the U.S. government, a U.S. government agency or entity, or an authorized non-governmental organization acting on behalf of the U.S. Government or a U.S. government agency or entity.
tt.	“Web Portal Authorized User” means collectively, any employees, contractors or agents of Licensee that require access to any of the following web portal applications solely for purposes of submission, verification of, and reporting on data submitted to and managed by Licensee: Deltek PM Compass, Deltek WelcomHome, Deltek WelcomRisk, Deltek WelcomPortfolio, and all Deltek wInsight products.

B2. Invoicing; Payment; Taxes. (THESE TERMS APPLY ONLY TO TRANSACTIONS BETWEEN DELTEK AND LICENSEE WHERE LICENSEE'S PAYMENTS ARE DUE DIRECTLY TO DELTEK.)

License. Deltek will invoice Licensee for the full License Fee specified in an Order Form, plus applicable taxes, payable within thirty (30) days after execution of this Agreement or subsequent Order Form. Software license sales are final and deemed accepted upon delivery. Deltek reserves the right to suspend the License if Licensee fails to pay License Fees due in accordance with this Agreement. See Section F for Term License payment terms.
Delivery. Deltek will deliver Software, Documentation, and Updates via electronic transmission (1) from a server in the United States, FOB shipping point (UCC) for Licensees in the United States, including Government Licensees, or (2) from a server outside the United States, FCA shipping point (Incoterms 2010) for all other Americas, EMEA, and Asia-Pacific Licensees.
Maintenance. Deltek will invoice Licensee for the first maintenance payment as specified in an Order Form, payable within thirty (30) days after execution of the Order Form. Deltek will invoice Licensee for subsequent annual maintenance payments prior to the start of each next maintenance period, payable within fifteen (15) days of invoice date. Except for adjustments related to increases in the applicable number of Licenses or the license of additional Software or a different maintenance level, maintenance fees will be increased no more than once in any twelve-month period.
Services. Unless otherwise agreed, during a Services engagement Deltek will submit semi-monthly invoices to Licensee for Services furnished, except that Deltek will submit an invoice for Services upon completion of all Services expected to be performed in a given month. All Services invoices are payable within fifteen (15) days after invoice date. Each invoice will provide a breakdown and distribution of charges by name of the Consultant(s) (as defined below) who provided the Services, the hours charged (for Services performed on a time and materials basis) and the type and amount of expenses incurred. Upon request, Deltek will provide additional back-up documentation for expenses (such as itemized receipts), but will charge Licensee an administrative fee of six percent (6%) of the invoiced expenses. Additional details required by Licensee concerning the invoice or backup information will be specified in the SOW or other writing by the Licensee before Services commence.
Disputed Invoices. Licensee will notify Deltek within fifteen (15) days after date of an invoice if there is a dispute about that invoice. Deltek will work in good faith with Licensee to promptly correct errors or resolve disputes. Licensee shall pay the undisputed portion of the invoice in full when due and notify Deltek in writing as to the nature and substance of any disputed portion.
Taxes. Fees, costs and expenses described in this Agreement do not include any sales, use, personal property, duty, levy or similar government charge, value added or goods/services taxes. Deltek may list applicable taxes as separate items on Licensee's invoice, and Licensee shall be responsible to pay and/or reimburse Deltek for all taxes (other than taxes based on Deltek's income). If withholding taxes are imposed by any foreign government, Licensee shall remit such withholding taxes in accordance with applicable law, gross up the applicable payment amounts to ensure that Deltek receives the full amount of fees invoiced, and provide Deltek with evidence of withholding, if applicable. Deltek may invoice taxes unless Licensee has provided adequate evidence of exemption upon execution of this Agreement. (Note: Licensee is not permitted to resell the Software, so a resale certificate does not qualify as a tax exemption certificate unless specifically agreed in this Agreement or unless Licensee has a separate reseller agreement with Deltek.) Deltek shall not issue credits for taxes billed before Licensee provides evidence of a valid exemption. Licensee shall be liable to Deltek for any costs, fees and taxes that Deltek incurs due to any invalid tax exemption claimed by Licensee.
Payments. All fees and other charges referred to in the Agreement will be paid in the currency specified in the Order Form, or SOW. Unless otherwise specified, the currency is US Dollars. All payments made under this Agreement are non-refundable, except as specifically provided in this Agreement.
Late Payments. Deltek may charge interest at the rate of one and one-half percent (1½%) per month, eighteen percent (18%) per annum, or at the highest rate allowed by law, whichever is less, from the date due until paid. Deltek may suspend Licenses, maintenance, Services or other performance if Licensee fails to make full payment of any undisputed amount owed under this Agreement within ten (10) days after written notice from Deltek.
Third Party Payments. Licensee may separately arrange with a third party to make some or all payments to Deltek required by this Agreement. Licensee must notify Deltek and provide reasonable documentation to Deltek of the arrangement requested before Deltek will invoice a third party directly. If Deltek has not received notice and documentation of a third party payment arrangement prior to invoicing, Deltek will not re-issue invoices. If a third party fails to make any undisputed payment when due, Licensee shall promptly pay Deltek and Deltek may invoice Licensee directly for all amounts due.

B3. Confidential Information.

“Confidential Information” means any information which one party (“Disclosing Party”) provides, either directly or indirectly, to the other ("Receiving Party") in connection with this Agreement, including the Software and Personal Information, the terms of this Agreement, or information related to the business of the Disclosing Party that (1) if in tangible form, is clearly marked at the time of disclosure as being confidential, or (2) if disclosed orally or visually, is designated at the time of disclosure as confidential, or (3) is reasonably understood to be confidential or proprietary information, whether or not marked.
Confidential Information will be protected and held in confidence by the Receiving Party and will be used only for the purposes of this Agreement and related internal administrative purposes. Disclosure of the Confidential Information will be restricted to the Receiving Party's affiliates, employees, contractors and business partners on a "need to know" basis, provided that they are bound by written confidentiality obligations no less stringent than those in this Agreement prior to any disclosure. Confidential Information does not include information that (1) is already known to Receiving Party at the time of disclosure, (2) is or becomes publicly known through no wrongful act or failure of the Receiving Party, (3) is independently developed by Receiving Party without benefit of Disclosing Party's Confidential Information, or (4) is received from a third party which is not under and does not thereby breach an obligation of confidentiality.
Each party agrees to protect the other's Confidential Information at all times and in the same manner as each protects the confidentiality of its own proprietary and confidential materials of similar kind, but in no event with less than a reasonable standard of care. A Receiving Party may disclose Confidential Information to the extent required by law, provided that the party required to disclose the Confidential Information provides the original Disclosing Party with notice as soon as reasonably practicable to allow the Disclosing Party an opportunity to respond to such requirement, and provided further that such disclosure does not relieve Receiving Party of its confidentiality obligations with respect to any other party. These confidentiality restrictions and obligations will remain in effect until the information ceases to be Confidential Information. If Licensee participates in a Deltek-sponsored group event, this Confidential Information Section shall apply to Confidential Information disclosed by any group participant, and Deltek may provide a copy of this Confidential Information Section to any Disclosing Party seeking to enforce its provisions.
Upon the request of Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all copies of the Confidential Information, and any documents derived from the Confidential Information, or at the Disclosing Party's option, shall certify in writing that all copies of the Confidential Information and derivative documents have been destroyed. The Receiving Party may return any Confidential Information to the Disclosing Party at any time. This obligation to return or destroy materials or copies thereof does not extend to automatically generated computer back-up or archival copies generated in the ordinary course of Receiving Party's information systems procedures, provided that Receiving Party shall make no further use of Confidential Information contained in those copies.
Licensee may provide Confidential Information to Deltek in connection with a support request or a Services engagement. Prior to disclosing or delivering any Confidential Information that is subject to restrictions under federal, state, or international data privacy/security or export control laws and regulations, including without limitation any restrictions, laws or regulations that will apply to the transfer by Deltek of the Confidential Information to any of its affiliates, employees, contractors and alliance partners located anywhere in the world ("Restricted Data"), Licensee shall identify to Deltek in writing (including email) such Restricted Data. Deltek may add a surcharge to cover additional costs of handling Restricted Data. If Licensee fails to identify Restricted Data, Licensee shall be responsible for any liability or claims related to Deltek's handling or export of any such Restricted Data in the normal course of Deltek's business. Deltek may use Confidential Information for testing or development purposes, provided that Deltek remains bound by the confidentiality obligations of any applicable license or nondisclosure agreement and applicable Restricted Data obligations.

B4. Compliance With Law.

Licensee warrants to Deltek that it will comply with all applicable laws and will collect, use, transfer and otherwise Process any Personal Information collected by or through the Software or that Licensee discloses to Deltek under this Agreement in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments, including Privacy Laws.
Licensee will remain the controller of Personal Information it provides to Deltek and that it will not instruct Deltek to Process any such Personal Information in any way that will violate any applicable laws including Privacy Laws.
Licensee will use the Software and Services in compliance with any laws, enactments, regulations, collective labor agreements, orders, standards and other similar instruments that might be applicable to Licensee.
Licensee will obtain all necessary approvals, authorizations, or other consents, and will maintain any registrations, requirements, mandatory procedures or similar obligations that may be applicable to Licensee.
Licensee shall be responsible to Deltek for any costs, loss or damage Deltek incurs as a direct or indirect result of a breach of this Compliance with Law Section by Licensee.

B5. Excusable Delays. In no event shall either party be liable to the other for any delay or failure to perform hereunder due to causes beyond the reasonable control of that party, including acts of a government and severe weather conditions. Failure to make payment under this Agreement shall not be considered an excusable delay.

B6. Publicity. Neither party will issue any press release, advertising or other public materials that refer to the other party, the existence of this Agreement, or the Software licensed without the other party's prior written consent. However, Deltek may identify Licensee on its client list and may use a mutually-agreed general description of the nature of the relationship in promotional materials, presentations, and proposals to current and prospective clients. Notwithstanding anything to the contrary herein, either party may identify the other party or disclose the existence of this Agreement to its attorneys, auditors and in connection with regulatory filings.

B7. Limitation of Liability.

EXCEPT FOR LICENSEE'S VIOLATION OF THE TERMS OF ITS LICENSE OR INFRINGEMENT OF DELTEK'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR DELTEK'S LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, BUSINESS INTERRUPTIONS, LOSS OF REVENUE OR PROFITS, LOST MANAGEMENT TIME, SAVINGS, DATA OR GOODWILL, OR ANY PENALTIES, FINES OR EXPENSES.
EXCEPT FOR DELTEK'S OBLIGATIONS UNDER THE INFRINGEMENT SECTION, DELTEK'S AND ITS LICENSORS' TOTAL LIABILITY ON ANY CLAIM FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE OR THE SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE AMOUNT OF THE LICENSE OR SERVICES FEE PAID FOR THE SOFTWARE OR SERVICES, RESPECTIVELY, GIVING RISE TO THE LIABILITY.
THE LIMITATIONS OF LIABILITY APPLY TO DAMAGES ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING WITHOUT LIMITATION CONTRACT, WARRANTY, STRICT LIABILITY, TORT, OR NEGLIGENCE, EVEN IF SUCH LOSS OR DAMAGE WAS FORESEEABLE OR CONTEMPLATED BY THE PARTIES.
EXCEPT FOR DELTEK'S LICENSORS, WHO ARE THIRD PARTY BENEFICIARIES ONLY WITH RESPECT TO THEIR PORTION(S) OF THE SOFTWARE, ANY PERSON WHO IS NOT A PARTY TO THIS AGREEMENT SHALL HAVE NO RIGHT TO ENFORCE ANY TERM OF THIS AGREEMENT.
NOTHING IN THIS LIMITATION OF LIABILITY SECTION OR OTHERWISE IN THE AGREEMENT SHALL EXCLUDE OR IN ANY WAY LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (1) FRAUD, (2) DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY'S NEGLIGENCE, OR (3) ANY LIABILITY TO THE EXTENT THAT IT MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.
FOR EMEA LICENSEES, NOTHING IN THIS LIMITATION OF LIABILITY SECTION OR OTHERWISE IN THE AGREEMENT SHALL EXCLUDE OR IN ANY WAY LIMIT DELTEK'S LIABILITY TO LICENSEE FOR (1) FRAUD, (2) DEATH OR PERSONAL INJURY CAUSED BY DELTEK'S NEGLIGENCE (INCLUDING NEGLIGENCE AS DEFINED IN S. 1 UNFAIR CONTRACT TERMS ACT 1977), (3) BREACH OF TERMS REGARDING TITLE IMPLIED BY S. 12 SALE OF GOODS ACT 1979 AND/OR S. 2 SUPPLY OF GOODS AND SERVICES ACT 1982, OR (4) ANY LIABILITY TO THE EXTENT THE SAME MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.

B8. Binding Effect. This Agreement shall be binding upon the parties and their respective legal successors and permitted assigns.

B9. Assignment. Licensee may not in whole or part, assign, transfer, novate, subcontract or sublicense this Agreement or any right or obligation under it, and any assignment made in violation of this provision shall be invalid. However, Licensee may assign this Agreement in its entirety, without Deltek's written consent, to any successor in interest by way of merger or consolidation or the acquisition of substantially all of Licensee's assets; provided that (1) assignor's account with Deltek is current at the time of assignment, (2) assignee is not a direct competitor of Deltek, and (3) assignee shall be bound by the terms and conditions of this Agreement, as written. The assignee shall provide evidence of the transaction and, if applicable, shall convert, true up, expand, transfer, or relocate the assigned Licenses subject to Deltek's then-current fees. For example, where assignee is an existing Deltek customer, consolidation of the assigned Licenses with assignee’s current Licenses may require a true-up to provide identical product configurations in order for Deltek to issue a consolidated license key (depending on the Software), as well as a single consolidated or restated assignee License and Services Agreement covering all assigned and existing Licenses under a single agreement.

B10. Severability. If any provision of this Agreement is illegal or unenforceable in any jurisdiction, that provision shall remain effective with respect to any jurisdiction in which it is legal and enforceable, and the remainder of this Agreement will remain valid and enforceable anywhere. The exclusion of damages in Section B7a shall survive a finding that an exclusive remedy failed of its essential purpose.

B11. Notices. All notices required under this Agreement will be deemed to have been delivered upon delivery in person or by overnight carrier, and five days after being mailed by registered pre-paid first class (return receipt requested) or the local equivalent. Notices will be sent to Deltek at Deltek, Inc., 2291 Wood Oak Drive, Herndon, VA 20171, Attention: General Counsel, or by email to contractsgroup@deltek.com and to Licensee at the notice address set out in the initial Order Form or SOW, unless a party provides written notice of a change of address.

B12. Governing Law.

For Americas Licensees (except for U.S. Government Licensees): This Agreement shall be governed by the laws of the State of Delaware, U.S.A., without regard to any conflicts of laws provisions. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement.
For U.S. Government Licensees: The Agreement shall be governed by the applicable U.S. federal law of government contracts, without regard to any conflicts of laws provisions.
For Asia-Pacific Licensees: This Agreement shall be governed by the laws of Australia and particularly the laws of South Australia, without regard to any conflicts of laws provisions.
For EMEA Licensees: This Agreement shall be governed by the laws of England, without regard to any conflicts of laws provisions.
For all Licensees: The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

B13. Dispute Resolution.

Informal Dispute Resolution. In the event of any Dispute arising from or relating to this Agreement or the breach thereof, the parties hereto shall endeavor to use their best efforts to settle the Dispute. To this effect, the management-level representative from each party shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the management-level representatives are unable to reach such solution within thirty (30) days of the commencement of such negotiations, then the Dispute will be referred to executive-level representatives of each party for an additional thirty (30) day period of negotiation.
For Americas Licensees (except for U.S. Government Licensees): If a Dispute is not resolved at the end of the sixty (60) day period described in Subsection (a) above, then upon notice by either party to the other, the Dispute shall be settled by final and binding arbitration in accordance with the American Arbitration Association ("AAA") Commercial Arbitration Rules. A single arbitrator appointed as provided in the AAA Commercial Arbitration Rules will be an attorney experienced in computer software, licensing, and information technology disputes. The arbitrator will have exclusive authority to resolve any and all disputes relating to procedural and substantive questions concerning the arbitration, including choice of venue and choice of law issues, and the formation, interpretation, applicability, scope, and enforceability of this agreement to arbitrate. The arbitration proceeding shall be conducted in the English language and shall occur in the Washington, DC metropolitan area, or, with the consent of the arbitrator and parties, another mutually agreeable metropolitan area. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrator may be entered by any court of competent jurisdiction.
For U.S. Government Licensees: Any Dispute that cannot be resolved by the parties will be subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this Agreement to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this Agreement shall be a dispute to be resolved in accordance with the FAR Disputes clause at 48 C.F.R. 52.233-1, which is incorporated by reference.
For Asia-Pacific and EMEA Licensees: If a Dispute is not resolved at the end of the sixty (60) day period described in Subsection (a) above, then upon notice by either party to the other, the Dispute shall be finally resolved by binding arbitration before a single arbitrator pursuant to the Rules of Arbitration ("Rules") and under the auspices of the International Chamber of Commerce (ICC). In accordance with the Rules the parties shall select the arbitrator, and if they do not, an arbitrator shall be selected by the ICC in accordance with the Rules. The arbitrator shall be a lawyer knowledgeable in the chosen law and information technology disputes. At either party's request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for his/her decision. The arbitrator will have exclusive authority to resolve any and all disputes relating to procedural and substantive questions concerning the arbitration, including choice of venue and choice of law issues, and the formation, interpretation, applicability, scope, and enforceability of this agreement to arbitrate. The arbitration proceeding shall be conducted in the English language and shall occur in Adelaide, Australia (for Asia-Pacific Licensees) or London, UK (for EMEA Licensees), or, with consent by the arbitrator and parties, another mutually agreeable metropolitan area.
Arbitration. The arbitrator shall award appropriate fees and costs to the prevailing party. If it becomes necessary for either party to compel arbitration or to enforce an arbitration award, that party may bring an action in any court of competent jurisdiction and the prevailing party will be entitled to recover from the other party its costs and expenses, including court costs and reasonable attorneys' fees (including allocable costs of in-house counsel). The arbitration and all related proceedings and discovery will take place pursuant to a protective order entered by the arbitrator that protects the confidential nature of the parties' proprietary and confidential information. No arbitration award may provide a remedy beyond those permitted under this Agreement, and any award providing a remedy not permitted under this Agreement will not be valid and will be vacated. No Dispute may be brought as a class action, and neither party may act as a class representative or participate as a member of a class of claimants with respect to any Dispute. BOTH PARTIES HEREBY WAIVE ALL RIGHT OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS AGREEMENT.
Litigation Rights. Either party may, without waiving any remedy under this Agreement, seek temporary or permanent injunctive relief including without limitation equitable relief from any court of competent jurisdiction to protect its Confidential Information, non-solicitation rights, License rights and Intellectual Property Rights, regardless of the arbitration requirements. Deltek reserves the right to pursue collections activity or legal action in a court of competent jurisdiction to compel payment due hereunder and, in such a case, Deltek shall be entitled to recover its costs and reasonable attorneys' fees (including the allocable costs of in-house counsel), regardless of the arbitration requirements.

B14. Entire Agreement. This Agreement, which consists of Sections B-F with a separate Section A: Order Form for each Software order, and a separate SOW for each Services engagement plus any attachments identified as incorporated into this Agreement, is the entire agreement between Licensee and Deltek relating to the specific Software order or Services engagement and supersedes all prior or contemporaneous oral or written communications, proposals and representations relating to that transaction. Any purchase order or other document issued by the Licensee (including any online terms as part of a required procurement process) will be for administrative purposes only and any such terms will not alter or supplement this Agreement. This Agreement will not be modified by any other act, document, usage, custom, or course of dealing unless it is signed by both parties. However, only Licensee's signature or affirmation is required to agree to an unmodified Order Form, or other transaction document or language provided by Deltek. Specified terms in an Order Form or SOW will prevail over conflicting terms in the remainder of the Agreement, including the Product-Specific Terms in Section F, for that transaction or engagement. Deltek reserves the right to periodically update maintenance terms. Unless otherwise agreed in writing, this Agreement (1) does not terminate the Licensee's license rights and maintenance (support) obligations of any prior Deltek license agreement for other Deltek software, and (2) supersedes any previous "clickwrap" license incorporated in the Software.

B15. Waiver. A failure or delay of either party to this Agreement to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any provision of this Agreement. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

B16. Survival. Provisions anywhere in the Agreement regarding payment, termination, ownership, Intellectual Property Rights, disclaimer of warranties, limitations of liability, governing law, dispute resolution, confidentiality, severability, export regulations, waivers, audit, and U.S. Government Rights will survive the expiration or termination of this Agreement.

B17. E-mail Communications. Licensee consents to receiving email messages from Deltek that may constitute “commercial e-mails” under the U.S. CAN-SPAM Act of 2003, 15 U.S.C. §§ 7701-7713. Licensee may at any time “opt out” of receiving future e-mails from Deltek.

B18. Limited Warranties.

Software Warranty. Deltek warrants that the Software will be free from Defects for a period of one year from the date of initial delivery of the Software specified in an Order Form, for the initial term only for Term Licenses ("Software Warranty Period"), when the Software is used in accordance with the Documentation. The Software Warranty Period may differ for specific Software in the Product-Specific Terms or in an Order Form. Deltek further warrants that it has not introduced into the Software any feature designed to damage or erase the Software or data. The Software may contain license protection features that limit access to the Software to the use permitted under this Agreement. Licensee shall not circumvent or render inoperative any such protection features. To be valid, a warranty claim must be in writing and submitted to Deltek within the Software Warranty Period. If, during the Software Warranty Period, Licensee believes that the Software has Defects, Licensee shall promptly notify Deltek in writing, describe with specificity any such Defect, and provide a listing of output and such other data as may be required by Deltek to reproduce the Defect. Licensee's exclusive remedy and Deltek's sole liability for Software performance under this software warranty will be (1) to use reasonable efforts to correct any such Defects and supply Licensee with a Correction as soon as reasonably practicable, or (2) if Correction or replacement is not reasonably achievable by Deltek, to terminate Licensee's License(s) for the affected Software and refund the License Fee paid upon Licensee's certification that all copies of the Software have been returned or destroyed.
Services Warranty. Any Services warranty will be mutually agreed in an SOW depending on the Services provided. If the SOW does not contain a warranty, the Services therein are provided "AS IS". For any Services warranty, the sole and exclusive remedy will be the re-performance of the Services.
Warranty Exceptions and Exclusions. The express warranties set forth in this Limited Warranties Section do not apply to errors or malfunctions caused by (1) Licensee's equipment, (2) software not licensed from or approved in writing by Deltek, (3) Misuse, (4) Licensee's failure to use or implement Corrections or Updates, (5) use of the Software in combination with materials not provided, specified or approved in writing by Deltek, (6) improper installation by Licensee, Support Contractor, or a third party not authorized in writing by Deltek, or (7) any other cause not directly attributable to Deltek. Deltek does not warrant that the functions contained in the Software will meet Licensee's requirements or that the operation of the Software will be uninterrupted or error-free. These limited warranties shall be void if Licensee or any third party modifies or changes the Software in any way beyond the scope of the configuration options contained in the Software. In order to receive and maintain these warranties, Licensee must (A) use the Software in accordance with the Documentation, (B) use the Software on the hardware and with the operating system for which it was designed, and (C) use only qualified personnel to operate the Software. Deltek will not be required to maintain compatibility between the Deltek Software and any other software (other than Deltek-supported Third Party Software) except as otherwise agreed in writing.
Personal Warranties. All warranties described above are personal to and intended solely for the benefit of the Licensee and do not extend to any third party, including Affiliates.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS LIMITED WARRANTIES SECTION AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DELTEK NOR ITS LICENSORS MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, TERMS, CONDITIONS, OR REPRESENTATIONS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
Australian Business Number (“ABN”). If Licensee is an Australian business, Licensee warrants that it has an ABN and has provided it to Deltek. Licensee further warrants that it will maintain its ABN through the duration of this Agreement, list its ABN on any invoice, and advise Deltek in writing immediately if its ABN is cancelled. Licensee will indemnify and hold Deltek harmless from and against any tax, charge, fine, penalty or other impost which Deltek incurs or becomes liable to pay as a result of the Licensee's failure to maintain its ABN.
For Australian Licensees: In the event that supply of any goods or services under this Agreement constitutes a supply of goods or services to a consumer as defined in the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or relevant State or Territory legislation (“the Acts”) nothing contained in this Agreement excludes restricts or modifies any condition, warranty, guarantee or other obligation in relation to this Agreement and any goods and services to be supplied hereunder which pursuant to the Acts or any of them may not be limited or excluded, in which event Deltek’s sole liability for breach of any such guarantee, condition, warranty or other obligation shall be limited to: (1) in relation to goods: (A) the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods; or (B) the repair of the goods or payment of the cost of having the goods repaired; and (2) in relation to services: (A) the supplying of the services again; or (B) the payment of the cost of having the services supplied again as in each case Deltek may elect.

Mandatory statement under Regulation 90 of the Competition and Consumer Regulations: Goods that we supply may come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. These rights may be lawfully limited in respect of goods or services not ordinarily acquired for personal, domestic or household use or consumption. To request a replacement or a refund, please send your written request to Deltek by letter or email to warranties@deltek.com.

B19. Ownership.

Software and Documentation. Deltek, its licensors and ISV Partners retain ownership, title and all rights and interest, including, without limitation, Intellectual Property Rights in and to the Software and Documentation. To the extent permitted by applicable law, any copy, modification, revision, Correction, Update, enhancement, adaptation, translation, or derivative work of or created from the Software or Documentation ("Derivative") shall be owned solely and exclusively by Deltek or its licensors or ISV Partners, as applicable. To the extent permitted by applicable law, Licensee assigns title, ownership, and all rights to Deltek in any Derivative. To the extent an assignment is not effective under applicable law, Licensee grants Deltek an exclusive, perpetual, fully-paid, transferable, irrevocable license to use, reproduce, distribute, and commercialize the Derivative to the fullest extent permissible and effective under applicable law.
Services/Developments. Deltek reserves ownership, title and all rights and interest in any software and documentation, including Customizations, developed and delivered in the course of providing Services under this Agreement, including, without limitation, the Software and Documentation, subject to each party's confidentiality rights and obligations under this Agreement.
Feedback. Licensee's comments, suggestions, or other feedback regarding Deltek's products, services, or business are provided voluntarily, and Deltek may use any feedback as it sees fit without obligation or restriction of any kind, other than its Confidential Information obligations.
Extensions. Deltek may provide tools with certain products to assist Licensee in creating code to extend the functionality of the Software, including custom reports or independently developed code extensions (“Extensions”). Whether developed by Licensee, Deltek, or a third party on behalf of Licensee, Extensions may not function properly after the underlying Software is updated. Licensee is responsible for testing Extensions following updates to the Software and for all necessary corrections to the Extension to function with updated versions of the Software. Unless otherwise agreed in writing, (1) Deltek has no obligation to fix, repair or otherwise make functional any Extensions that do not function properly after a Software update; and (2) Deltek shall retain ownership of Extensions created by Deltek for Licensee, subject to Deltek’s confidentiality obligations to Licensee. In addition, Deltek may develop and incorporate into the core product functionality similar to or the same as Extensions created by or for a Licensee, and Licensee has no right or remedy against Deltek for Deltek’s development of such functionality. Software Extensions are excluded from the maintenance and support, Software warranty, and infringement terms in the Agreement, unless otherwise expressly provided.

B20. Termination.

The non-breaching party may terminate this Agreement, SOW, Order Form, or License to use Software on thirty (30) days written notice of a material breach, which remains uncured at the end of that thirty (30) day period, unless the breach is a failure to make an undisputed payment due, in which case the cure period is ten (10) days.
Licensee may terminate any Software License at any time by (1) notifying Deltek in writing and (2) destroying or returning to Deltek, at Deltek's option, all copies of the Software and Documentation. Early termination of a Term License will not release Licensee from any obligation to pay for the full term of such Term License, and no refunds will be provided for a mid-term cancellation or termination.
Upon termination of a License for any reason, or non-renewal of a Term License, Licensee shall cease all use of and shall return or destroy, as directed by Deltek, all copies of the applicable Software and Documentation. Within thirty (30) days after the termination of a License (five business days for non-renewal of a Term License), a corporate officer of Licensee shall execute a statement certifying that Licensee has fully complied with the terms of this Termination Section and acknowledging that all rights to use the Software and Documentation have been terminated and that any further use of the Software or Documentation is unauthorized and would be in violation of Deltek's rights. Licensee acknowledges that following the expiration or termination of a Term License, any data that is retained in formats only readable by the Software will not be accessible.
Termination of any License shall not relieve Licensee of its obligations to pay any amounts then due Deltek and shall not entitle Licensee to a refund of any amounts paid under this Agreement, except as otherwise specified herein.

B21. Non-solicitation of Employees. For one year after delivery of an order, or after termination of an SOW, neither party shall solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Licenses or Services or proposal for the Licenses or Services specified in the Order Form or SOW, without the other party's express written consent. However, neither party will be precluded from hiring any employee of the other party who responds to any public notice or advertisement of an employment opportunity or who terminated his/her employment with the other party at least six months previously, provided that the hiring party did not solicit the termination. A party shall not be in breach of this Non-solicitation of Employees Section if those responsible for the solicitation, hiring or retention of the other party's personnel were not aware of these restrictions. However, personnel of either party working on a proposal or order for any Licenses or Services under this Agreement shall be presumed to know of the restriction.

B22. Independent Contractor. Each party is at all times acting as an independent contractor under this Agreement and not as an agent, employee, joint venturer or partner of the other.

B23. Partner Transactions. Where Licensee acquires Deltek Software or receives maintenance, support or services from a Partner, any specific term regarding warranty, maintenance and/or services, as applicable, may be contracted directly between Licensee and that Partner and conflicting terms of this Agreement shall not apply to such Software, maintenance, support or services.

SECTION C: LICENSE TERMS AND CONDITIONS

C1. License.

Deltek grants to Licensee a License to use the Software and Documentation, specified in an Order Form, subject to the terms and conditions of this Agreement.
Licenses must be used in accordance with the parameters set forth in this Agreement, including limitations (describing the scope of the permissions Deltek grants, excess of which by Licensee or others constitutes infringement of Intellectual Property Rights), conditions (breaches of which shall automatically terminate the Licenses granted herein), and contractual covenants and obligations of Licensee. Licensee may not use or permit use of the Software or Documentation for more than the Licensee's current number of Licensed users as specified in the applicable Order Form, as may be amended from time to time, and may not permit use of the Software by anyone other than Licensee's employees or users and (1) a Support Contractor, (2) Licensee's disaster recovery vendor, (3) an Affiliate, or (4) a Web Portal Authorized User. Licensee may not copy or incorporate portions of the Documentation or "screen shots" of the Software except in training materials for Licensee's internal use only, provided that the incorporated materials shall bear a notice of Deltek's copyright.
Licensee shall not, and shall not permit any third party to (1) use the Software or Documentation to provide services for any third party that is not an Affiliate, (2) make copies of the Software or Documentation except as permitted in this Agreement, (3) reverse engineer, disassemble or reverse compile the Software, except as expressly permitted by applicable law and then only to the extent that Deltek is required to permit such activity, (4) sell, let for hire, sublicense, distribute, give away or otherwise supply to a third party any of the Software or Documentation, (5) use the Software or Documentation to create any computer software program, training materials or user documentation that is substantially similar to the Software or Documentation, (6) make Derivatives of the Software or Documentation, except as permitted by this Agreement, (7) if applicable, use the Software without having the Dongle Key (if delivered with the Software) connected to the desktop personal computer or network on which the Software is installed, (8) use or make the Software available on a service bureau or time sharing basis, or (9) publish any results of benchmark tests run on the Software.
If Licensee accesses the Software, or inputs data managed by or calculated with the Software, via web-based or other electronic means (regardless of the interface or application used to access the Software), Licensee must have or must obtain an appropriate number of "Named User" licenses from Deltek for each user who accesses the database services and functionality of the Software. Each Named User must have a unique username and password to access the Software, and user login information may not be shared, transferred, or disclosed to or be used by any other party. Neither Licensee nor any user may modify, adapt, or customize the database or Deltek's associated database tools unless such modification, adaptation, or customization is provided as a feature of the Software.
References to "Affiliate" in this License Section shall apply only to Software that has the functionality to support an Affiliate and to Licensees other than Government Licensees.
For any Read-Only Licenses, Licensee end users are licensed to access data only and are prohibited from modifying or adding any data in the applicable Software.
Except as otherwise provided in the Non-production Instances Section or unless specifically licensed for multiple servers, Licensee shall install one Instance of the server portion of the Software only at the Licensed Location.
Licensee shall be liable to Deltek for any damages resulting from any violation of the terms of this Agreement by any party that Licensee permits to use the Software or Documentation.
Licensee may not modify the Documentation, except to the extent necessary to reflect more closely Licensee's operations, provided, however, that Deltek shall retain all rights in any modified Documentation. Modified Documentation shall be considered Documentation with respect to Licensee's License rights and each party shall retain its confidentiality obligations with respect to any Confidential Information in the modified Documentation.
Licensee may not copy the Software, except as set forth in the Non-Production Instances Section or as otherwise agreed in an Order Form.
The License restrictions contained in this License Section shall not apply to the extent such restrictions violate laws that cannot be pre-empted in a license agreement or contract ("Mandatory Laws"). If Licensee believes that it has rights to act against or outside this Agreement based on Mandatory Laws, Licensee shall not exercise such rights unless and until it has provided thirty (30) days prior notice to Deltek, and Deltek, at its full discretion, has not provided an alternative remedy.
Upon Licensee's installation of Updates of Software in a production environment, subject to the terms and conditions of this Agreement, the Software and Documentation Licenses granted under this Agreement will apply to the Update, and the Software and Documentation Licenses related to the earlier version or release shall terminate.
Deltek Software may incorporate or be provided to Licensee with Third Party Software. Unless otherwise indicated in writing (including the Documentation), any Third Party Software is licensed solely for use with the Deltek Software with which it is delivered and is governed by these Deltek license terms and conditions.
Licensee shall have or obtain the Deltek and Third Party Software Licenses needed to be consistent with any Services provided to Licensee.
Use of Cookies. Most Software contains cookies. Deltek uses cookies for usage tracking purposes and statistical analysis, which helps Deltek to improve the Software by giving Deltek some insight into how the Software is being used. Please email DeltekTouch@deltek.com for any further information on Deltek's use of cookies. Licensee consents to such use of cookies, and represents and warrants that it has provided adequate notice to all users of the Software of, and obtained their informed consent to, the use of cookies by the Software in accordance with applicable Privacy Laws. Licensee is responsible for providing appropriate information and obtaining any required consent from its users of the Software in accordance with applicable Privacy Laws prior to any Processing of Personal Information by and through the Software.
Mobile Applications.
1. All Mobile Applications. Deltek may make certain Mobile Applications available to Licensee. The use of Mobile Applications either alone or in connection with the Software is governed by this Agreement. In addition, Licensee must comply with all applicable third party terms of agreement when using the Mobile Applications (for example, any agreement with a wireless service or wireless data provider).
2. Additional Terms for iOS Mobile Applications. The Mobile Applications may be used on an iOS product that Licensee owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service. Licensee agrees that this Agreement is between Licensee and Deltek, and that even if it receives access to the Mobile Applications through Apple, Inc.’s AppStore or any other source (collectively, the “Distributor”), the Distributor has no liability or responsibility whatsoever to Licensee related to the Mobile Applications, whether by contract, warranty or otherwise, and Licensee will look only to Deltek for any support for the Mobile Applications. The Distributor is not responsible for addressing any claims of any sort related to the Mobile Applications, and Licensee must address any claims directly with Deltek. Questions related to the Mobile Applications should be addressed to Deltek and not to the Distributor. In the event of a failure of a Mobile Application to comply with any limited warranty stated in this Agreement, Licensee may notify Apple and Apple will refund the purchase price paid by Licensee to Apple for that Mobile Application and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to the limited warranty will be Deltek’s sole responsibility. Notwithstanding anything to the contrary in this Agreement, the Distributor and its subsidiaries are third party beneficiaries of this Agreement, and the Distributor has the right (and will be deemed to have accepted the right) to enforce this Agreement against the Licensee as a third party beneficiary hereof. Licensee represents and warrants that Licensee is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and that Licensee is not listed on any U.S. Government list of prohibited or restricted parties.

C2. Relocation. Licensee may change the Licensed Location with Deltek's prior written consent and subject to applicable relocation fees. Deltek's consent shall entitle Licensee to move its installed Instance of the server portion of the Software or the computers or server(s) on which the Software is installed from the existing Licensed Location specified in this Agreement to a new Licensed Location and may operate the Software concurrently at the old and new Licensed Locations for a period of not more than ninety (90) days without having to obtain an additional License.

C3. Non-Production Instances.

Test, Development, and Training Instance. Unless otherwise provided in the Product-Specific Terms or in an Order Form, Licensee may use one Instance of the Software in a non-production environment solely for Licensee’s internal testing, development, and training purposes. Licensee’s installation and use of the Software for these purposes is limited to the same number of licensed users as permitted under the applicable Order Form and this Agreement.
Disaster Recovery and Archival Instance. Licensee may make back-up copies of the Software as necessary for use in disaster recovery and archival purposes, provided that the copies are kept in a secure location (such other location to be owned or controlled by Licensee or Licensee's disaster recovery vendor) and that the disaster recovery and archival copies of the Software are not used for production purposes unless the primary copy of the Software is not being used for production purposes.
Additional Non-Production Instances. Additional Licenses for non-production Instances other than what is described in this Non-Production Instances Section may be purchased by Licensee and such additional non-production Instances shall be subject to the additional terms and conditions, including additional license and/or maintenance fees contained in the applicable Order Form at the time of purchase. Any copies made of the Software or Documentation pursuant to this Section shall contain Deltek's proprietary and/or copyright notice(s).
Support on Non-Production Instances. Support for non-production Instances of Software under a current maintenance plan will be limited to set up.

C4. License Term. This License commences on the Effective Date of the Agreement and shall remain in effect for the term reflected in the applicable Order Form for a Term License, or, if no fixed term is provided, for the maximum statutory term permitted or until terminated as provided in this Agreement. Each Term License will automatically renew for subsequent twelve-month terms after the initial term, unless otherwise agreed in the applicable Order Form or unless Licensee gives Deltek written notice that it does not intend to renew that Term License at least thirty (30) days prior to the start of the renewal term.

C5. Infringement.

Deltek agrees to defend Licensee from and against any action based on a third party claim alleging that the Software or Documentation, when used in accordance with this Agreement, infringes a patent or copyright in the applicable jurisdiction or misappropriates a trade secret (as defined under applicable law) of any third party, and Deltek shall pay all reasonable costs, expenses and damages finally awarded against Licensee, arising from any such action; provided, however, that (1) Licensee gives Deltek prompt written notice of such action, (2) Licensee fully cooperates with Deltek in the defense and settlement thereof, (3) Deltek is given full control of the defense of such action and any settlement or compromise thereof, and (4) Licensee complies with Deltek's direction to cease using any Software that in Deltek's reasonable judgment may be ruled to cause an infringement of a third party's Intellectual Property Rights.
If a temporary or a final injunction is obtained against Licensee's use of the Software or Documentation by reason of an infringement or misappropriation or if Deltek believes such an injunction is likely, then Deltek will, at its option and expense, either (1) procure for Licensee the right to continue using the Software or Documentation, or (2) replace or modify the Software or Documentation so that it no longer infringes a patent or copyright in the applicable jurisdiction or misappropriates a trade secret, so long as the utility or performance is not materially adversely affected by such replacement or modification. If Deltek deems (1) or (2) not feasible, Deltek will terminate all Licenses rendered unusable to Licensee and return the unused portion of the License Fees paid (determined by depreciating those License Fees paid on a straight-line basis over thirty-six (36) months) by Licensee for the Software or Documentation.
Deltek shall have no liability to Licensee to the extent that any infringement action or claim is based upon or arises out of (1) use of ISV Supported Software, (2) modification of the Software or Documentation by Deltek according to Licensee's specifications, (3) modification of the Software or Documentation by Licensee or any third party or the use of the Software or Documentation or any portion thereof in combination with any other equipment or software, (4) Licensee's failure to use the most recent version of the Software supplied by Deltek, (5) Licensee's failure to comply with Deltek's direction to cease any activity that in Deltek's reasonable judgment may be ruled to cause an infringement of a third party's Intellectual Property Rights, or (6) Licensee's use of the Software or Documentation that is not strictly in accordance with the terms of this Agreement.
THIS INFRINGEMENT SECTION STATES LICENSEE'S SOLE REMEDY AND DELTEK'S SOLE LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

C6. Export Regulations. The Software, including technical data relating thereto, is subject to applicable export control laws and regulations, including the U.S. International Traffic in Arms Regulations (ITAR) and the U.S. Export Administration Regulations (EAR). Licensee shall strictly comply with all applicable export laws and regulations and, in addition to other restrictions in this Agreement, Licensee agrees that it will not export, re-export or import the Software, except in accordance with all applicable export laws and regulations and only if permitted under the License terms. Licensee warrants and represents that Licensee, including its Affiliates and Support Contractors, is not (1) affiliated with or a resident of any embargoed or terrorist-supporting country or (2) affiliated with anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals.

C7. U.S. Government Rights. The Software is a “Commercial Item”, as that term is defined in 48 C.F.R. 2.101 (OCT 2010), and is comprised of the accompanying Documentation that are deemed to be “commercial computer software” and “commercial computer software documentation”. If acquired by or on behalf of a civilian agency, the U.S. Government Licensee's or agency Licensee's rights to use, modify, reproduce, release, perform, display or disclose this Deltek commercial restricted computer software and/or commercial computer software documentation is subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Commercial Computer Software) and 12.211 (Technical Data), as well as Part 27.405-3 of the FAR and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS”) and its successors, consistent with 48 C.F.R. 227.7202-1 through 227.7202-4. This U.S. Government Rights clause is in lieu of, and supersedes any other FAR, DFARS, or other clause or provision that addresses Government rights in the Deltek Software, Documentation or other technical data. A non-Government Licensee may not acquire Software on behalf of a U.S. Government entity without Deltek's prior written consent. The Software (1) is an unpublished work with all rights reserved under the copyright laws of the United States, and (2) was developed fully at private expense. All other use is prohibited.

C8. Copyright Notice and Commercial Computer Software Notice. The Software and Documentation are protected, with all rights reserved, under applicable copyright laws. Rights to use, modify, reproduce, release, perform, display or disclose this Software are as set forth in, and are subject to this Agreement.

C9. Reporting. No later than thirty (30) days after each anniversary of the Effective Date, Licensee will provide Deltek with a report certified by an officer of Licensee of the numbers of Employees, Simultaneous/Concurrent Users, User IDs and Named Users, as applicable, for each item of Software licensed to Licensee during the prior twelve-month period. Any Licensee with a commitment to have licenses for all employees will also report the total number of employees for Licensee and Affiliates covered by that commitment.

C10. Audit Rights. Licensee will keep accurate records of the number and location of copies of the Software made and distributed, and the number, license types and locations of users of the Software. Deltek may enter Licensee's premises during business hours on reasonable advance notice for the purpose of examining, or having examined, Licensee's relevant books, records, disaster recovery plan and computers to verify Licensee's compliance with this Agreement. Deltek will be subject to reasonable rules and regulations regarding access to the Licensee's facilities that are provided to Deltek in advance of the audit. Audits will be at Deltek's expense, unless the audit reveals that Licensee has materially breached the Agreement, in which case the audit will be at Licensee's expense. Deltek may provide the audit results to its licensors when required by the licensors.

SECTION D: MAINTENANCE TERMS AND CONDITIONS

D1. Maintenance. During any period for which Licensee has made the required maintenance payment, Licensee shall be entitled to receive the following from Deltek:

Updates;
Defect Correction (as described below);
Support (as determined by your specific support plan located on the Order Form or maintenance invoice); and
a subscription to Deltek's online support network.

The Maintenance Fee is based on Licensee’s specific product mix at the time of purchase as well as future product add-ons (bundled maintenance). Licensee cannot reduce or cancel maintenance on any portion of product (unbundling maintenance).

D2. Defect Correction.

Licensee shall report suspected Defects in the Software to Deltek using the Deltek hotline or the Internet, and shall document the suspected Defect. If the Defect is confirmed, Deltek shall use commercially reasonable efforts to provide a Correction to Licensee.
Deltek shall not be responsible for Defect Correction in any version of the Software other than the most recent release of the Software, provided that Deltek shall continue to support prior Software releases for a period of not more than six months after the most recent release.
Deltek reserves the right to decline Licensee maintenance/support requests that could be resolved by reference to the Documentation or implementation of Corrections, or that arise from Licensee's negligence, Misuse of the Software, or issues relating to third party equipment and software unless subject to a mutually agreed SOW to provide such Services for additional fees.
Licensee will take all reasonable steps to carry out procedures for the Correction of Defects or implementation of Corrections and Updates provided by Deltek within a reasonable time after such procedures have been received.

D3. Support. Deltek offers multiple levels of support. Licensee’s Order Form, support invoice, or online support profile will show to which support offering Licensee is subscribed. The following terms apply to all support offerings: Deltek shall provide support assistance to allow Licensee's authorized maintenance contact(s) to report problems and seek assistance in the use of the Software during Deltek's standard support hours as established from time to time and applicable to Licensee’s specific support plan. Deltek may require direct system access in order to provide support. Licensee acknowledges that if it declines to provide required access Deltek may not be able to fully resolve an issue. For additional information on Deltek’s support plans, please refer to www.deltek.com\customercare or Deltek’s Customer Support Guide, located on the support website.

D4. Excluded Items.

Deltek's maintenance/support obligations shall not include:
1. providing assistance (beyond an initial communication) or consulting time relating to problems, caused by (i) malfunction or failure of the computer system and communications network on which Licensee has installed and is using the Software, (ii) software not licensed pursuant to this Agreement, (iii) Misuse, (iv) improper installation or configuration by Customer, third party consultants, or Support Contractors, (v) failure to incorporate Updates or Corrections, or (vi) any other cause not attributable to Deltek;
2. providing training covered in formal training classes;
3. performing Services that would normally be provided at Licensee's business location;
4. development or support for any Software customizations or custom reports;
5. database schema changes, or supporting application program interfaces (“APIs”) not provided or approved by Deltek;
6. supporting hosting providers not certified by Deltek;
7. providing services or support for installation and testing of Updates or Corrections; or
8. Deltek University's training guides e-learning modules, training kits, "train the trainer" programs or other learning resources provided by Deltek.
If Deltek notifies Licensee that a problem, error or malfunction for which Licensee has requested maintenance is not covered, Deltek will work with Licensee to develop a mutually agreed SOW under which Deltek will perform such services at Deltek's then-current rates.

D5. Maintenance Term and Termination.

Maintenance specified on an Order Form will commence on the effective date of that Order Form. Unless otherwise agreed, or where prohibited by applicable law or regulation, maintenance will automatically renew at the fees stated on an Order Form, subject to any annual price adjustments, for additional periods unless Licensee gives Deltek written notice of its intent to terminate maintenance at least thirty (30) days prior to the start of a maintenance period.
For U.S. Government Licensees, maintenance will not automatically renew in compliance with applicable acquisition regulations. However, if a U.S. Government Licensee wishes to continue maintenance after a twelve-month maintenance period, it shall pay the then-current maintenance fee for an additional twelve-month period.
Licensee may reinstate terminated maintenance by paying for the maintenance periods from termination up to and including the period for which maintenance is reinstated, provided, however, that any maintenance reinstatement shall be at Deltek's discretion and subject to then-current maintenance terms and fees.

SECTION E: SERVICES TERMS AND CONDITIONS

E1. Services. Deltek shall provide Services when mutually agreed in an SOW. Unless otherwise agreed in writing by Deltek, the terms and conditions of this Agreement will apply to any Services provided to Licensee by Deltek after the Effective Date, whether or not this Agreement is referenced and whether or not an SOW is executed. Unless otherwise agreed in an SOW, the total cost or completion dates for any Services in an SOW are estimates. Licensee acknowledges that the ultimate responsibility for the Services rests with Licensee and that Deltek's role is to assist Licensee in that endeavor. Any advice provided by Deltek is limited to the set up and appropriate use of the Deltek software. Decisions regarding business practices, accounting treatment, and account set up are the sole responsibility of Licensee; Deltek is not rendering legal, accounting, or tax advice and is not responsible for the results of any such decisions made by Licensee. Unless otherwise stated in an SOW Deltek may use subcontractors to perform Services. Any staff or personnel provided by Deltek to provide the Services under an SOW are referred to as “Consultants”.

E2. Project Management. Licensee shall appoint an individual to authorize SOWs, receive progress reports and address problems that may arise in connection with the Services (the “Project Manager”) and shall provide Deltek in writing with the name and contact information for that Project Manager.

E3. Work on Licensee's Premises. Deltek shall require its Consultants to observe the reasonable security, safety and other policies of the Licensee while such Consultants are on Licensee's premises, provided that Licensee provides Deltek with reasonable advance notice of those policies.

E4. Licensee's Cooperation. Deltek's performance depends upon Licensee's timely and effective cooperation in connection with the Services, including providing Deltek with reasonable facilities, timely and sufficient access to appropriate data, information, and appropriately skilled Licensee personnel, and prompt responses to questions and requests. Deltek will not be liable for any failure or delays in performing the Services to the extent that the failure or delay is caused by Licensee's failure to cooperate. Unless otherwise specified in an SOW, Deltek may rely upon the accuracy and completeness of data, material, and other information furnished by Licensee, without any independent investigation or verification. Should the data contain errors or inaccuracies, Licensee shall be responsible for the time it requires for Deltek’s Consultants to expend to resolve the identified errors or issues.

E5. Statement of Work. All work performed by Deltek should be documented in an SOW. Each SOW shall establish the general nature of the work to be performed, the number of Consultants to be assigned, the estimated duration of the Services, the approximate number of hours, and the applicable hourly rate or fee. If there is a conflict between this Agreement and the SOW, the SOW shall control.

E6. Change Orders. Either party may propose changes in the scope of the SOW, but neither party will be bound by any proposed change until both parties have agreed to that change in writing (a “Change Order”).

E7. Scheduling. Deltek will try to accommodate work schedule requests of Licensee to the extent commercially practicable. Deltek reserves the right to change such schedule for any SOW if the assigned Consultants are unable to perform scheduled Services because of illness, resignation, weather, or other causes beyond Deltek's reasonable control. Deltek will make commercially reasonable efforts to replace any such Consultant within a reasonable time in order to limit impact on the schedule.

E8. Cancellation or Rescheduling of SOWs. Licensee may cancel or reschedule (if previously scheduled) all or part of any SOW upon ten (10) business days advance written notice (" Notice Period"). Upon cancellation of an SOW in progress, Licensee will pay all fees and expenses for work performed through the effective cancellation date (partially completed fixed fee engagements will be prorated) as well as reasonable costs directly related to Licensee's cancellation (such as lodging cancellation charges or air travel change fees). An SOW may be rescheduled at no cost, other than any reasonable costs directly related to rescheduling (such as lodging cancellation charges or air travel change fees). Deltek will make reasonable efforts to accommodate Licensee’s requested dates but the rescheduled SOW dates, although mutually agreed, shall be based on availability of Consultants. If Licensee cancels or reschedules an SOW with less than the Notice Period, Licensee will also pay a fee equal to the total daily rates for Consultants assigned to the SOW for every day that the actual notice was less than the Notice Period. However, the fee may not exceed the remaining number of days scheduled on the SOW.

E9. Fees and Expenses. Unless otherwise provided in an SOW, Licensee shall pay Deltek on a time and materials basis at Deltek's then-current rates. Hourly rates or fees for Services performed shall be set forth in the applicable SOW. Unless otherwise agreed in writing in the SOW, the minimum labor charge for any single day is eight hours. Billable amounts incurred in excess of eight hours per day will be billed at the standard, straight-time hourly rate. Estimated fees for Services under this Agreement do not include travel or other expenses. Licensee agrees to reimburse Deltek for and will be invoiced for all travel and other expenses. Out-of-pocket expenses will be reimbursed on a pass-through basis based on the net cost paid or invoiced at the time of purchase, which includes airfare, ground transportation, lodging, meals and incidentals. Licensee acknowledges that Deltek or its affiliates may receive frequent flyer miles, hotel "points", commissions, rebates, fees or other consideration ("Benefits") as a result of relationships with travel service providers, alliance companies, software, hardware, and other vendors. Licensee agrees that Deltek is not obligated to provide a credit for or reimbursement to Licensee for Benefits.

E10. Projection Equipment. If requested by Deltek, Licensee will make available for use projection equipment for on-site training classes. Alternatively and upon prior written request, Deltek will provide projection equipment for an additional charge.

E11. Training Services for Mobile Classrooms. If Licensee elects to use Deltek's Mobile Classroom as part of the training Services, Licensee shall take good care of the equipment provided by Deltek as part of the classroom. “Deltek's Mobile Classroom” means the portable training classroom (which consists of laptop computers loaded with demonstration software and training documentation) that Deltek makes available for Licensee to use at the site designated by Licensee. Licensee agrees to assume all risks upon delivery of the equipment provided by Deltek as part of Deltek's Mobile Classroom. Furthermore, Licensee shall return to Deltek all equipment, documentation and software on the date specified in the applicable SOW, in the same condition as when provided by Deltek, less normal wear and tear.

E12. Customization Services. If set forth in an SOW, Customizations may be developed for the use of Licensee and will conform to the Software program identified in the applicable SOW for the Software version to which the Customization Services apply as it exists at the time of development. Customization Services are not covered in Licensee's maintenance plan. If future improvements or Updates to the applicable Software cause the program and/or databases to change, then any Customization provided to Licensee may require modification. The cost of such modification will be borne by Licensee. A very strong possibility exists that installing a hot fix or a service pack, or upgrading to a new version of the Software will require changes to any Customization. The potential also exists that Licensee will not be able to upgrade to a new service pack or version until the Customization has also been upgraded. Licensee may have to wait to gain access to a service pack, hot fix or new version of the Software until an update to the Customization can be scheduled and completed. Licensee will need to test any new Software or Updates, hot-fixes or service packs to determine how its specific Customization(s) may be impacted by any Update to the applicable Software program prior to any such Update.

E13. Services Warranty. Services will be performed in a professional and workmanlike manner, and in accordance with applicable industry standards and practices. Deltek’s sole obligation and Customer’s sole warranty remedy is the re-performance of any Services not in compliance with this warranty.

SECTION F: TERM LICENSES AND PRODUCT-SPECIFIC TERMS.

The following definitions and terms apply only to the indicated Software when licensed. Applicable Term License and/or Product-Specific Terms take precedence over any conflicting terms in the rest of this Agreement.

F1. Deltek Acumen products. Deltek Acumen products can be installed “offline” or “online.” If Licensee now or in the future installs online, the following terms apply:

Deltek Acumen products contain a product feature allowing termination of the license key in accordance with the parameters of the relevant Order Form and the Agreement, such as to disable one user or license key in support of replacement or to support a future expansion. Deltek will modify or disable the keys only in accordance with applicable license terms.
Deltek may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, information about the computer in which the product is installed, and system and application software. The information gathered may be used to provide and improve Deltek’s products and services, software updates, support and other services, as well as to verify compliance with the license terms. Deltek may use this information solely for the purposes described above and consistent with all obligations of confidentiality in the Agreement. Licensee may expressly opt out of this feature by unchecking the “anonymous benchmarking” feature in the Software’s Options settings.
If Licensee elects to participate, Deltek may use third party vendor tools, such as Google Analytics, and cookies to collect non-personal information as described under Deltek’s privacy and cookies policies on Deltek’s website, and as updated from time to time, primarily for the purpose of improving Deltek’s products and services. Google Analytics uses first-party cookies and collects and processes data according to its privacy policy, located at www.google.com/policies/privacy/partners/ or other URL that Google may provide from time to time. If Deltek uses other analytics vendors, any terms applicable to such vendor will be reflected in Deltek’s privacy policy. Deltek uses cookies and treats information collected in accordance with Deltek’s privacy and cookies policies. Licensee may expressly opt out of this feature by unchecking the “usage statistics” feature in the Software’s Options settings.

F2. Deltek Capture Analytics and Deltek Costpoint Analytics.

Definitions.
1. “Administrator” means an individual with the limited right to access the server to perform the following administrative functions: installation, running load processes, setting up users and security. The Base Package includes this administrative function. Individuals who are Administrators are not counted as Basic Users or Designers.
2. “Base Package” means
  1. for Deltek Capture Analytics a set of pre-defined capture metrics and analytics leveraging data contained in the Deltek GovWin Capture Management database. The Base Package is required for Deltek Capture Analytics.
  2. for Deltek Costpoint Analytics a set pre-defined operational and project financial metrics and analytics leveraging data contained in the Deltek Costpoint database. The Base Package is required for Deltek Costpoint Analytics.
3. “Basic User” (formerly known as a “Consumer”) means a Named User with the limited right to access content via browser and mobile applications only. A Basic User may add new tabs and dashboard objects via the web interface.
4. “Designer” means a Named User with the limited right to access the design tool (local client) to modify, extend the existing set of analytics included in the Base Package), and may also access content like a Basic User and perform Administrator functions.
5. “Host Application” means any Deltek Software, Third Party Software, and ISV Supported Software for which the ISV Partner solely and directly provides the license or software as a service subscription.
License Terms.
1. The Base Package includes one server license. Licensee has the right to run the Software on a single production server. The Base Package server license will be granted for the total number of Basic User and Designer Licenses as described above. Licenses for additional standard servers may be added for creating clusters of servers that are used to improve the overall performance of the Software for an additional License Fee; unless indicated in the Order Form, additional standard servers are not included. Except as otherwise described in the Order Form, Licensee may not install a separate Instance of the Software on an additional server.
2. Licensee may only use Deltek Capture Analytics in conjunction with an Instance of Deltek GovWin Capture Management.
3. Licensee may only use Deltek Costpoint Analytics in conjunction with an Instance of Deltek Costpoint.
4. Licensee may not assign any license to Deltek Capture Analytics or Deltek Costpoint Analytics in whole or in part.
5. Deltek Capture Analytics and Deltek Costpoint Analytics are powered by Qlik. Licensee has the right to use Deltek Costpoint/Capture Analytics to access Host Application data, as well as third party data sources, so long as such third party data sources are used in conjunction with a Host Application (i.e. used in the same dashboard model (qvw file)). If the Licensee pays the third party integration fee, third party data outside of the Host Application can be accessed and used in separate dashboard models (qvw files) that reside on the same Deltek Costpoint/Capture Analytics installation as the Host Application data. Licensee may not use Deltek Costpoint/Capture Analytics to access data solely from a third party, non-Host Application data source if Host Application data is not accessed from the same installation.
6. Deltek warrants that for the first one hundred twenty (120) days from the date of initial delivery, for the initial term only (“Software Warranty Period”), the Software will operate in substantial accordance with the applicable Documentation, as it exists at the date of delivery, when the Software is used in accordance with that Documentation. This Software Warranty Period begins upon the initial delivery of the Software.

F3. Deltek Costpoint Enterprise Insights (“CEI”) or IBM TM1. All terms and definitions applicable to CER or IBM Cognos set forth in Section F5 below apply to CEI or IBM TM1, respectively. All references to CER shall be replaced with CEI for purposes of CEI Licenses. IBM TM1 is licensed on a Full Use basis. See especially obligations around PVU-based licensing.

F4. Deltek CEI Midsize. Deltek CEI Midsize cannot exceed 50 named users and 280 PVUs.

F5. Deltek Costpoint Enterprise Reporting (“CER”) or IBM Cognos. Licensee will configure the Software to ensure that users are restricted from using any other Software functionality other than as licensed. The following definitions apply:

Definitions.
1. “BI” means Business Intelligence.
2. “Full Use” means the right to use the Software for Licensee's internal use to report against data whose source is the Deltek Software, Third Party Software, or ISV Supported Software sold by Deltek, together with any other reasonable data sources needed for project-driven enterprises.
3. “Restricted Use” means use of Software to report against data whose source is the Deltek Software, Third Party Software, or ISV Supported Software sold by Deltek, regardless of where the data resides. Licensee may not copy the Restricted Use Software except for backup and archival copies made in accordance with this Agreement.
License Terms.
1. User roles and usage restrictions are provided in the following link and are incorporated by reference herein: http://www-03.ibm.com/software/sla/sladb.nsf/searchlis/?searchview&searchorder=4&searchmax=0&query=(ibm+business+intelligence). References to “International Program License Agreement” shall mean this Agreement. References to “Program” shall mean “Software” or “Third Party Software” as applicable.
2. CER is licensed on a Restricted Use basis. Licensee will configure the Software to ensure that users are restricted from using any other Software functionality other than as licensed.
3. IBM Cognos BI is licensed on a Full Use basis.
4. For any Processor Value Unit (“PVU”) based licensing, Licensee is responsible for compliance with the license terms based on the environment in which the product is installed. If the product is installed in a virtualized environment, the following sub-capacity licensing obligations apply including the obligation for producing quarterly reports as described in section 1.14: http://public.dhe.ibm.com/software/passportadvantage/PA_Agreements/PA_Agreement_International_English.pdf (“Subcapacity Terms”). For purposes of the Subcapacity Terms, “EPs" shall mean products licensed from Deltek on a PVU basis and references to “Client” mean Licensee. For more information on virtualization capacity or sub-capacity licensing, please see http://www-01.ibm.com/software/passportadvantage/subcaplicensing.html.
5. Installation and configuration are subject to audit; improper configuration may result in additional fees.

F6. Deltek Connector.

Unless otherwise permitted in this Agreement, the Software may be installed only in a single location on a hard disk or other storage device. Licensee may install the Software on one network server used only to install or run the Software over an internal network. Licensee may make a backup copy of the Software only for archival backup and security reasons; Licensee may not install copies of the Software for fail-over or disaster recovery without purchasing additional Licenses for such purposes. Unauthorized copying of either the Software or Documentation is expressly forbidden. Printed copies of the Documentation may be used solely for Licensee's internal use.
Deltek Connector Software is expressly excluded from the warranty contained in the Agreement. Any compensation due Licensee under the infringement section of the Agreement for Deltek Connector shall be limited to the amount of the License Fee paid by Licensee for the infringing Software.
Any interfaces, integrations or connectors built or developed by any party using the Software (collectively “Deltek Connector Integrations”) will conform only to the software program and/or database version as of the time of development, if applicable. All Deltek Connector Integrations must involve at least one Deltek application (as the source, data target, or both). The Deltek Connector Integrations are NOT covered in Licensee’s maintenance plan, and Deltek has no obligation to provide updates, improvements, or modifications to the Deltek Connector Integrations. If future improvements or updates to the applicable software cause the program and/or databases to change, then the Deltek Connector Integrations may require modification, and the cost of such modification(s), whether the modification(s) are provided by Licensee, Deltek, or a third party, will be borne by Licensee.

F7. Deltek Maconomy. Notwithstanding Section B19(d), Extensions created with standard Maconomy tools that are simple user interface layout changes such as changing fields in existing layouts, changing existing workspace structures, or embedding BPM reports, will be covered under an active Maintenance plan.

F8. Deltek Maconomy Software Products that include Analysis or Reporting. Analysis or reporting functionality may be used only with the Deltek Maconomy Software, and accessing data that is not created or used by Deltek Maconomy Software is not permitted. Notwithstanding the foregoing, Licensee may use Deltek Maconomy Software to access Non-Deltek Data provided that such access to the Non-Deltek Data is provided on a read-only basis only and only to the extent such Non-Deltek Data is required for augmenting reports on the data created or used by the Deltek Maconomy Software pursuant to this Agreement in order to support the functionalities of the Deltek Maconomy Software. As used in this Section, “Non-Deltek Data” means data which is neither created nor used by the Deltek Maconomy Software in support of the use and operation of the Deltek Maconomy Software pursuant to this Agreement. As applicable, Licensee must adhere to the Software Use Rights Schedule (the “Schedule”) containing product specific license terms for the Deltek Maconomy Software, including any applicable Address Directories licensed under this Agreement. The Schedule is available at: http://sapassets.edgesuite.net/content/dam/site/agreements/oem-agreements/sap-oem-software-use-rights-english-v1-2016.pdf.

F9. Deltek Maconomy Front Office. A License to use Deltek Maconomy Front Office is limited such that Licensee may not use the general ledger functionality in Deltek Maconomy to manage its statutory account, nor may Licensee use the fixed assets or banking modules.

F10. Deltek MPM.

Unless otherwise permitted in an Order Form, the Software may be installed only in a single location on a hard disk or other storage device. Licensee may install the Software on one network server used only to install or run the Software over an internal network.
The Software represents and embodies trade secrets of Deltek and its licensors. The source code and embodied trade secrets are not licensed to Licensee and any modification or addition thereto, or deletion therefrom, is strictly prohibited.
Licensee may make a backup copy of the Software only for archival backup and security reasons; Licensee may not install copies of the Software for fail-over or disaster recovery without purchasing additional Licenses for such purposes. Unauthorized copying of either the Software or Documentation is expressly forbidden. Printed copies of the Documentation may be used solely for Licensee's internal use.
Except as expressly authorized in this Agreement Licensee agrees not to use, sublicense, distribute, transfer, copy, reproduce, display, decompile, modify, create derivative works of, time share or dispose of the Software or Documentation or any part thereof. Licensee may not distribute the Software to any third party, or directly or indirectly sublicense, lease or rent the Software for third party use. Licensee may not use, access, or allow access to the Software in any manner to provide service bureau, ASP, time-sharing, or other computer services to third parties without executing an agreement expressly permitting such use.
The Deltek MPM Software is expressly excluded from the warranty contained in the Agreement. Any compensation due Licensee under the infringement section of the Agreement for the Software shall be limited to the amount of the License Fee paid by Licensee for the infringing Software.
The Software is not fault-tolerant and is not designed, manufactured, or intended for use as on-line control equipment in hazardous environments regarding fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (each, a "High Risk Activity"). Deltek disclaims any express or implied warranty of fitness for any such High Risk Activity.
Licensee may not assign any license to the Software in whole or in part.
The Software, including technical data relating thereto, are subject to applicable export control laws, including the U.S. International Traffic in Arms Regulations (ITAR) and the U.S. Export Administration Regulations (EAR) and associated regulations, and may be subject to export or import regulations in other countries. Licensee shall strictly comply with all applicable export laws and regulations and, in addition to other restrictions in this Agreement, Licensee agrees that it will not export, re-export or import the Software, except in accordance with all applicable laws and regulations and only if permitted under the License terms.

F11. Deltek wInsight Analytics.

Definitions.
1. “Administrator” means an individual with the limited right to access the server to perform the following administrative functions: installation, running load processes, setting up users and security. Individuals who are Administrators are not counted as Basic Users.
2. “Base Package” is a set of pre-defined earned value metrics and analytics leveraging data contained in the Deltek wInsight Analytics database. The Base Package is required for Deltek wInsight Analytics.
3. “Basic User” means a user with the right to access content via browser, desktop, or mobile application. A Basic User may add new tabs and dashboard objects via the web or desktop interface.
4. “Deltek wInsight Analytics” is the latest release of the product formerly known as wInsight or Deltek wInsight. This release contains a new analytics module that leverages Third Party Software. The number of licensed users is governed by this Agreement and any applicable Order Form.
License Terms.
1. The Base Package includes one Server License to support Licensee’s licensed user base. Licensee has the right to run the Software on a single production server. The Base Package server license will be granted for the total number of Named User Licenses as described above. Licenses for additional standard servers may be added for creating clusters of servers that are used to improve the overall performance of the Software for an additional License Fee; unless indicated in the Order Form, additional standard servers are not included. Except as otherwise described in the Order Form, Licensee may not install a separate Instance of the Software on an additional server.
2. The number of licensed users allowed is governed by this Agreement and any applicable Order Form.
3. Licensee may not use the Deltek wInsight Analytics module to access data from other sources except as described below; i.e., Licensee may only create new analytics and import data from the Host Application. However, supporting data can be imported from spreadsheets, Microsoft Project and ASCII files, regardless of source.
4. Licensee may not assign any License to Deltek wInsight Analytics in whole or in part.
5. Deltek wInsight Analytics is powered by Qlik. Licensee has the right to use wInsight Analytics to access data outside of Deltek wInsight Analytics so long as the third party data sources are used in conjunction with Deltek wInsight Analytics (i.e. used in the same dashboard model (qvw file)). Using wInsight Analytics another other way is prohibited, such as creating a new dashboard model that does not use Deltek wInsight Analytics data. The license is for a single installation unless otherwise noted in an Order Form.
6. Deltek warrants that for the first one hundred twenty (120) days from the date of initial delivery, for the initial term only for Term Licenses (“Software Warranty Period”), the Software will operate in substantial accordance with the applicable Documentation, as it exists at the date of delivery, when the Software is used in accordance with that Documentation. This Software Warranty Period begins upon the initial delivery of the Software.
7. If Licensee does not have a written agreement executed by both parties governing its Deltek wInsight Software when upgrading to Deltek wInsight Analytics, this Agreement applies to Licensee’s Deltek wInsight and Deltek wInsight Analytics Software and replaces any prior wInsight agreements.

F12. GCS Premier Analytics.

“Administrator Rights” means a GCS Premier Analytics Named User License with Executive User Rights plus rights to add or delete users and import data from Deltek GCS Premier. This type of license may only be purchased as part of the GCS Premier Analytics Bundle.
“Executive User Rights” means a GCS Premier Analytics Named User License with rights to access the Executive Dashboard, and export and/or print reports.
“GCS Premier Analytics Bundle” means the minimum license sold for GCS Premier Analytics consisting of one Administrator Rights license and one Executive User Rights License. Additional licenses will have Executive User Rights only (sold separately).

F13. IBM Full-Use Licenses. See Costpoint Enterprise Reporting for IBM Cognos BI terms or Costpoint Enterprise Insights for IBM TM1 terms.

F14. Kona Business and Kona Risk. Kona Business and Kona Risk (“Kona Products”) are software-as-a-service (“SaaS”) products, a subscription to which may be granted under this Agreement if Kona Business is ordered in an Order Form. The terms governing the use of this product are the terms available at www.deltek.com/saasterms (“SaaS Terms”), as well as the Kona terms of use and privacy policy. In addition:

Kona Products are not “Software” as defined in this Agreement, and any terms applicable to an on-premise License, including maintenance and support, do not apply to Kona Products.
“Services” as defined in this Agreement shall not apply to Kona Products services. “Services” as defined in the SaaS Terms means the Kona Products services provided on the kona.com site and any related application downloads.
In the event of a conflict among the governing documents with respect to a Kona Products account only, the following shall be the order of precedence: terms accepted upon download of an application, an Order Form, the SaaS Terms, the remainder of this Agreement, the Kona terms of use, and the Kona privacy policy.

F15. Term Licenses. Except where otherwise stated (product specific terms), the following terms apply where Software is licensed hereunder for a particular period identified in the Order Form (a term):

The following Software-specific terms only when the applicable is licensed:
1. For Deltek Costpoint or Deltek GCS Premier Budgeting & Planning Term Licenses, the initial delivery of the Software includes the number of Named Users indicated above and one (1) administrative License.
2. For Deltek Mobile Time Term Licenses, Licensee must be active on support for Deltek Time Collection. For a list of supported mobile devices, please see http://www.deltek.com/products/timeandexpense/mobiletime.asp.
3. For Deltek First Essentials Term Licenses, the Annual Term License Fee includes Deltek Standard Care as described at www.deltek.com/customercare. Despite the designation of “Named Users”, term licenses of Deltek First Essentials GCS Premier are licensed as Employees, not Named Users.
4. For Deltek GCS Premier Materials Term Licenses, the number of Named Users must be the same as the number of Deltek GCS Premier Employees.
The Software is licensed for the term indicated in the Order Form which shall commence upon delivery of the Software. Early termination will not release Licensee from any obligation to pay for the full term in the Order Form and no refunds will be provided for a mid-term cancellation.
Deltek warrants that for a period of one year from the date of delivery of Term Licensed Software, for the initial term period only, the Software will operate in substantial accordance with the applicable Documentation as it exists at the date of delivery when the Software is used in accordance with that Documentation.
Maintenance for Term Licensed Software commences as of delivery and is included in the Annual Term License Fee. Maintenance ceases if the License Term expires and is not renewed.
Unless otherwise stated in an Order Form, the Term License Software will automatically renew for additional twelve (12) month periods unless Licensee gives Deltek written notice that it does not intend to renew the Term License at least thirty (30) days prior to the start of renewal term.
For multi-year Term Licenses, the first invoice will be for either the first twelve (12) months of the Term or the portion thereof to correspond with the term for other term products, at Deltek's option. For Term License renewals, Deltek will invoice approximately thirty (30) days in advance of the expiration of the current term or the end of the current billing period. Except for adjustments related to increases in the applicable number of Named Users, the Term License Fee will not be increased during any twelve-month term. Term License Fees after the first year and for any renewals will be due and payable fifteen (15) days from the invoice date.
If Licensee does not renew its Term License, within five (5) business days following the end of the term, Licensee must present a certification signed by a corporate officer of Licensee stating that the Software has been uninstalled from all devices, Licensee has retained no copies, and that Licensee acknowledges that it has no right to continue using the Software. Licensee acknowledges that following the expiration of the License Term, any data that is retained in formats only readable by the Software will not be accessible.

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