2010/07/07 Council Agenda Packet

I 5 10.3 Right to Review Application Copy. If Developer Works are made commercially available, Autodesk may request to review Developer Works no more than one (1)time per calendar year in order to resolve any customer quality queries and/or determine, in Autodesk's sole discretion, whether Developer Works are compatible and compliant with the ADN Program goals and guidelines and in determining their scope and applicability in relation to the Software. 10.4 Return of Materials. Upon Autodesk's request or upon expiration or termination of this Agreement, Developer shall promptly return to Autodesk all Confidential Information and Software to Autodesk, as well as any related copies, summaries, portions, or other materials furnished by Autodesk, including all copies of the Software and Evaluation Version Software, made by Developer, whether or not such materials are of a confidential or non-confidential nature or destroy such items and deliver to Autodesk written certification of their destruction. 10.5 Discovery of Unauthorized Use. Developer shall not distribute any Software to any person or entity if Developer is aware that such person or entity is involved in unauthorized use of the Software or any Autodesk materials or other infringement of Autodesk's proprietary rights. Developer shall notify Autodesk promptly if Developer knows or suspects any unauthorized use or infringement of Autodesk patents, copyrights,trademarks or other proprietary rights in Autodesk software by Developer's customers and shall provide reasonable assistance to Autodesk in the prosecution of any claims arising there from. In the event Developer fails to provide such notice or assistance or continues to provide products or services to an unauthorized or infringing user, Developer's action shall be deemed a material breach of this Agreement and cause for termination of this Agreement and Developer's membership in the ADN Program. 10.6 Dealing in Pirated Products. Developer shall not during the term of this Agreement participate,or have any kind of interest whether on its own or through third parties,in the production, marketing,sale or distribution of any pirated products.Pirated products shall be defined as any product or media containing a software program copied without prior consent of the copyright owner.Any breach of this Section shall be deemed a material breach of this Agreement and cause for termination of this Agreement and Developer's membership in the ADN Program. 10.7 Export Controls. Developer agrees and understands that the Software, and any technical data, provided by Autodesk under this Agreement are subject to United States laws and regulations,which may restrict or prohibit resales or other transfers to other countries and parties. Developer agrees that no Software or technical information provided under this Agreement will be exported, transferred, or disclosed contrary to the applicable laws and regulations of the United States, or to any country, entity or other party which is ineligible to receive such items under U.S. laws and regulations, including regulations of the U.S. Department of Commerce or the U.S. Department of the Treasury. Developer agrees and understands it shall be solely responsible for(i) complying with applicable U.S. laws and regulations and(ii) monitoring any modifications to them. Solely for information purposes,and without any obligation on the part of Autodesk to provide additional or updated information, further information about relevant U.S. laws and regulations is typically provided at websites maintained by the U.S. Treasury Department [http://www.ustreas.gov/ofac/] and the U.S. Commerce Department [http://www.bis.doc.gov/]. ISV shall also be solely responsible for (i) complying with applicable laws and regulations of ISV's country which restrict or prohibit exports and (ii) monitoring any modifications to such laws and regulations. Developer's failure to comply with U.S. foreign trade and export laws and regulations, or those of ISV's country, shall be deemed a material breach of this Agreement. Developer shall notify Autodesk immediately upon learning that it has exported,transferred or disclosed any Software or technical data to any country, entity or other party which is ineligible to receive such items under U.S. laws and regulations or those of Developer's country. 10.8 Indemnity. Developer agrees to indemnify, hold harmless and defend Autodesk against any claim, demand, action, proceeding, investigation, cost, loss, liability, or expense, including court costs and reasonable fees for attorneys or other professionals, suffered or incurred by Autodesk arising out of or ADN Program Agreement-Americas Page 8 0111 11-Nov-09 103