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5 f <br /> 114 <br /> code form. Upon Autodesk's request, Developer shall submit to Autodesk a copy of the compact <br /> disk or other media containing the Evaluation Version Software for review and shall make any <br /> corrections requested by Autodesk,if any <br /> 3.3.4 Developer may not enter into any license agreement on behalf of Autodesk with respect to <br /> the Evaluation Version Software. Notwithstanding the foregoing,the Developer Works may contain <br /> or include a separate license outlining the terms of Developer's license terms with respect to the <br /> Developer Works. Further, the following language shall be included in the same language as the <br /> Developer Works on any product packaging or download website: <br /> "This software is licensed subject to the license agreement that appears during the <br /> installation process or is included in the package. If after reading the agreement <br /> you do not wish to accept its terms, you may return or destroy the software as <br /> provided in the agreement." <br /> 3.3.5 Once during each annual term of this Agreement upon Autodesk's request, Developer <br /> must provide a written report to the Autodesk designated contact, within fifteen (15) days of <br /> request, setting out the number and type of Evaluation Version Software distributed during the <br /> preceding twelve(12)months("Distribution Reports"). <br /> 3.3.6 Any rights not expressly granted herein are reserved by Autodesk. Developer must take all <br /> reasonable measures to protect Autodesk's proprietary rights in the Software and Evaluation <br /> Version Software and shall require its end users to do so as well. Failure to comply with the terms <br /> of this Limited Distribution License, including providing the Distribution Reports, constitutes a <br /> material breach of this Agreement and Autodesk has the right to terminate this Agreement and all <br /> rights associated with it withoutfnotice=a rd'without limiting its remedies. <br /> 3.4 Trademarks. Developer's use of the trademarks in any literature, promotion, or advertising shall <br /> be in accordance with Autodesk guidelines for such usage. Developer shall include the Autodesk <br /> trademarks in any literature, promotion or advertising concerning the Developer Works. Developer shall <br /> not affix any Autodesk trademark to products other than the Developer Works. <br /> 3.5 Title. Developer shall use the Software only to the extent and for the purposes stated in this <br /> Agreement, and Autodesk and its licensors own all right, title and interest in the Software and in all of <br /> Autodesk's patents,trademarks,trade names, inventions,copyrights, know-how and trade secrets relating <br /> to the design, manufacture, operation or service of the Software. <br /> 4. APPOINTMENT. <br /> 4.1 Appointment. Subject to the terms and conditions of this Agreement, Autodesk authorizes and <br /> appoints the party named on the first page of this Agreement as a Developer. <br /> 4.2 Independent Contractor. The relationship of the parties hereto is that of independent contractors. <br /> Underno circumstances shall any employees of one party be deemed to be the employees of the other for <br /> any purpose. Each party shall pay all wages,salaries,and other amounts due its respective employees relative <br /> to this Agreement and shall be responsible for all obligations respecting them relating to applicable payroll <br /> taxes, income tax withholdings, disability, workers' compensation and unemployment insurance premiums, <br /> health care and pension plan contributions and other similar responsibilities. Neither party has the right nor <br /> authority to assume or to create any obligation or responsibility on behalf of the other party, except as may <br /> from time to time be provided by written.instrument signed by both parties. Nothing contained herein shall <br /> be construed as creating an agency or joint venture,consortium or partnership between the parties.Supplier <br /> and its employees shall not acquire any of the rights or privileges of an Autodesk employee. All financial <br /> obligations associated with Developer's business are the sole responsibility of Developer. Each party shall <br /> be solely responsible for, and shall indemnify and hold the other free and harmless from any and all claims, <br /> damages or lawsuit(including reasonable attorney's fees) arising or alleged to arise out of the acts of such <br /> party,its employees or agents. <br /> ADN Program Agreement-Americas Page 5 of 11 <br /> 11-Nov-09 <br /> 100 <br />