TD ADATNISTRA FIVE REQUIREMENTS
7.1 OEM Licenses. Under Esri's OEM or Salution OEM
programs, OEM partners are authorized to embed ar
bundle portions of Esri products and services with
their application or service. GEM partners’ business
model, licensing terms and conditions, and pricing
are independent of this Agreement. Licensee will nat
seek any discount from the OEM partner or Esri
based on the availability of Products under this
Agreement. Licensee will not decouple Esri products
or services from the OEM pariners’ application or
service.
Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days prior
to the expiration dale of this Agreement, Licensec
will provide Esri with a written report detailing all
Deployments. Upon request, Licensee will provide
records sufficient to verify the accuracy of the annual
report.
S.A ORDERING. ALMINEST RA EDV E
PROCEDE RES, DELIVERY. ANTE
DE PLO VENT
8.1 Orders, Delivery, and Deployment
Licensee will issue an Ordering Document upon
execution of this Agreement and annually thereafter
in accordance with the Quatation. Payment will be
due and payable within thirty (30) calendar days of
the anniversary date of the Effective Date, with the
initial payment due within thirty (30) calendar days
of execution of this Agreement. Esri's federal [D
number ts 95-2775-732.
Upon receipt of the initial Ordering Document from
Licensee, Esri will authorize download of the
Products ta Licensee for Deployment. if requested.
Esri will ship backup media to the ship-to address
identified on the Ordering Document, FOB
Destination, with shipping charges prepaid. For those
entities that avoid sales tax by downloading
deliverables, request for delivery or receipt of
tangible media may cause the Fee to be subject to
taxes. Licensee acknowledges that should such taxes
become due. Esri has a right to invoice and Licensee
will pay any such sales or use (ax associated with its
receipt of tangible media.
Esri will provide Authorization Codes to activate the
nondestructive copy protection program that enables
the Products to operate.
b.
S.2 Order Requirements
Ail orders pertaining to this Agreement will be
processed through Licensee's centralized point of
contact.
The following information will be included in each
Ordering Document:
(1) Licensee name: Esri customer number, if known:
and bill-to and ship-to addresses
Order number
Applicable annual payment due
4 4I— AE RGERS, ACQUISITIONS, OR
DIVENTTTURES
If Licensee is a commercial entity, Licensee will natify
Esri in writing in the event of (1) a consolidation, merger,
or reorganization of Licensee with or into another
corporation or entity: (ii) Licensee's acquisition of another
entity: or (i#i) a transfer or sale of all or part of Licensee's
organization (subsections i, ii, and iii, collectively referred
io as "Ownership Change"). There will be no decrease in
Fee as a result of any Ownership Change.
21 Ian Ownership Change increases the cuntulative
program count beyond the maximum level for this
Agreement, Esri reserves the right to increase the Fee
or terminate this Agreement and the parties will
Tevoiiate a new agreement.
Ian Ownership Change results in transfer or sale af
a portion of Licensee's organization, that portion of
Licensee's organization will uninstall, remove. and
destroy or transfer the Products to Licensee.
“2 This Agreement may not be assigned to a successor
entity as a result of an Ownership Change unless
approved by Esri in writing in advance. ifthe
assignment to the new entily is not approved,
Licensee will require any successor entity to
uninstall, remove. and destroy the Products, and this
Agreement will terminate upon such Ownership
Change.
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