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Software Professional Services Agreement

1.5 Our subcontractor status. If we provide you with the services as subcontractors, SOW will provide the name, address and contact information of your client (“your customer”) for whom we provide the services, and you agree that our obligations alone apply to you and not to your customers. In addition, you ensure and guarantee that: a) you will not provide any guarantees or guarantees on our behalf and/or on behalf of our licensees and suppliers, and that you include in your agreement with your client sufficient conditions to prohibit all such guarantees or guarantees as well as any liability of our and our licensees and suppliers with respect to your customer with respect to the services and/or product of work; and (b) your agreement with your client must comply with the protection granted to us in accordance with Section 3. Unless expressly stated otherwise in an applicable work statement, all prepaid C-I services must be exchanged within twelve (12) months from the date of purchase. At the end of the twelve (12) months, all C-I services not used in advance expire; No refund is granted for all unused C-I services not paid in advance. Unless expressly stated otherwise in a declaration of work, training benefits are billed in advance and paid. 12. FULL AGREEMENT. This agreement constitutes, with all the SOWs in which it is incorporated by reference, the entire agreement of the parties, which is merged and replaces all previous negotiations and agreements between them on this subject. All the conditions and conditions contained in an order, confirmation, form or any other communication that the Customer uses for transactions under this Agreement, whether they are surpluses before or after the date of this Agreement, without any force or effect. 3.1 Except as stated in sections 3.3 and 3.4 or otherwise agreed in the SOW, all inventions (patentable), discoveries, improvements, trade secrets, know-how, designs, formulas, processes, techniques, algorithms, information, ideas, software, Object code, source code, computer programs, interfaces and/or other copyrighted objects that have been developed and created for you by the SOW (“work product”), your (and/or your client, if the services are provided to you as subcontractors) are exclusive properties with all rights, ownership and interest in such a work product that is yours (and/or your client if the services are provided to you as subcontractors). You (or your customer, if any) have the right to use the product or part of it, as you (or your customer, if necessary).

3.7 This agreement does not prevent us from developing materials outside this agreement, including, but not limited to, derivative works that are competitive, regardless of their resemblance to the materials that may be provided to you under this Agreement. Nothing in this agreement is interpreted in such a way that we exclude or limit our right to provide advice, development or other services of any kind to a natural or legal person, as we deem appropriate to our sole discretion. 3.5 “Customer Materials” for the purposes of this Contract and any related SOW refers to all software and/or other paternity works that are developed independently of you or a third party outside the Services, independent of you or that third party, and that are delivered or made available to us by you to facilitate the delivery of the Services.

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