Avanade Security Agents End User Trial License Agreement	
(For Microsoft Security Tools Add-On Products offered free of charge)

1.	SUBSCRIPTION TERMS AND CONDITIONS.
1.1.	Scope.  By downloading Security Agent, Client confirms they received, read, understood and will comply with the terms of this Agreement. Subject to Client’s compliance with the terms and conditions of this Agreement, Client is authorized to install, use and access the Security Agent for Security Agent’s trial and evaluation purposes (“Permited Purposes”). 
1.2.	Documentation.  The name of the Security Agent of Client’s choice and other relevant information. are available on the dedicated webpage where a download link to Security Agent is dispalyed and/or Documentation. Any preprinted or typed terms and conditions on any Client purchase order or other document are null and void and shall not add to or modify the terms of this Agreement.  
1.3.	License Rights.  Subject to Client’s compliance with this Agreement, Avanade hereby grants Client a restricted, personal, non-exclusive, non-transferable (except in accordance Section 10.2), world-wide, fully paid-up, royalty-free, internal-use license, without the right to sublicense: (a) to use the Security Agent solely for Permitted Purposes; and (b) to make copies of and reproduce the Security Agent for archive purposes, consistent with Client’s standard archival procedures.  Avanade will deliver the Security Agent via electronic download. For purposes of clarification, the term “Client” does not include any Affiliate of Client.
1.4.	License Keys. The Security Agent may require a license key to run or access it. Client is responsible for the use of keys assigned to Client. 
1.5.	Prohibited Use.  Except as expressly permitted by this Agreement, Client may not, and may not permit others to: (a) make and create derivative works of the Security Agent provided in object code format; (b) translate, decompile, disassemble, reverse engineer or attempt to derive the source code of the Security Agent to the extent delivered or otherwise made available to Client in object code format; (c) sublicense, rent, lease, loan, timeshare, sell, distribute, disclose, publish assign or transfer any rights, grant a security interest in, transfer possession of the Security Agent; or (d) alter or remove any of Avanade’s or its licensors’ copyright or proprietary rights notices or legends appearing on or in the Security Agent.  Client shall make copies of and reproduce the Security Agent only to the extent reasonably necessary for the for Permitted Purposes, and shall ensure that each such copy contains all titles, trademarks, patent notices and all copyright and restricted rights notices as they appear in the original, and all such copies shall be strictly subject to the terms and conditions of this Agreement.  Client is responsible for informing all Users of the restrictions and obligations set forth in this Agreement with respect to the use of the Security Agent, and Client shall remain responsible for any and all Users’ use of the Security Agent and compliance with the provisions of this Agreement, including any breach thereof.
1.6.	Use of Gen AI Output. Client agrees that the Gen AI Output shall be used by Client solely for Permitted Purposes and, given that GenAI Output is probabilistic, Client agrees to evaluate such Gen AI Output for accuracy as appropriate for such Permitted Purpose.  Client shall not (or attempt to) knowingly use the Gen AI Output in a way that infringes or misappropriates the IP rights, or violates the privacy rights, of other.
1.7.	Microsoft Security Tools. Client is responsible for obtaining and maintaining for the duration of the Trial Period any required license(s) or usage right(s) to Microsoft Security Copilot and/or other Microsoft Security tool indicated in the Documentation (collectively “Microsoft Security Tools”), and for complying with all terms and conditions provided by Microsoft in relation to the Microsoft Security Tools and Gen AI Output, including any applicable acceptable use policy (collectively “Microsoft Terms”), and such Microsoft Terms shall exclusively govern any rights, obligations and responsibilities as between Client and Microsoft with respect to the Microsoft Security Tools and the Gen AI Output. Client represents and warrants that it is authorized to provide access to and use of the Microsoft Security Tools to Avanade for Avanade’s delivery of Security Agent. 
1.8.	Third Party Software.  The Security Agent may incorporate, be used in conjunction with, and/or require licenses to Third Party Proprietary Software.  Client shall be independently and solely responsible for obtaining any and all necessary licenses and complying with Third Party Proprietary Software license terms.  Avanade does not grant any rights with respect to any Third Party Proprietary Software.  Furthermore, elements of the Security Agent may contain or may be derived from Open Source Software, and Client acknowledges and agrees that Avanade makes available any Open Source Software pursuant to the terms of the applicable Open Source Software license. 
1.9.	Technical Support and Maintenance Services.  
a.	Technical Support. Client will be solely responsible for the installation, maintenance, and support of the Security Agent. Avanade may, but is not obliged to, provide limited maintenance, support and updates at its sole discretion.

b.	Discontinuation. Avanade may discontinue functionalities, features or availability of the Security Agent at its sole discretion, in which case Avanade will undertake reasonable steps, considering practical and business perspectives (including whether Client provided any contact details) to notify Clients about such discontinuation. 

1.10.	Business Contact Data.  As part of the Support and Maintenance Services, the Parties may exchange data in the ordinary course of business regarding a party’s employees, contractors, directors or officers (“Business Contact Data”), for the purpose of maintaining or expandind the business relationship, such as contract management, payment processing, and business development purposes related to the Agreement, and such other purposes set out in the other party’s data privacy policy (copies are available upon request). Business Contact Data shall not include any other Personal Data.  With respect to Business Contact Data, (a) each Party consents to the processing of such data consistent with applicable data protection laws and internal policies, (b) unless otherwise prohibited by applicable law, the receiving party may transfer such data to its Affiliates in any country in which such party’s organization does business, (c) each party agrees to use reasonable and appropriate security measures to protect such data, and (d) each party undertakes to notify its personnel of the other party’s proposed use of such data.   
2.	OWNERSHIP; FEEDBACK.  
2.1	 The Security Agent is licensed pursuant to this Agreement, not sold.  Avanade reserves all rights not expressly granted to Client in this Agreement.  Avanade and its licensors shall retain exclusive ownership of all worldwide Intellectual Property Rights in and to the Security Agent and in and to all Modifications thereto.  
2.2	Client shall promptly inform Avanade of any: (a) functional flaws, errors, anomalies, and problems known to or discovered by Client in connection with the Security Agent; and (b) feedback, ideas, Modifications, suggestions, new features, functionality, improvements (including improvements in performance) and the like made or provided by Client in connection with the Security Agent (“Feedback”).  Such Feedback, and all Intellectual Property Rights therein, shall be the sole and exclusive property of Avanade. Client hereby assigns to Avanade all right, title and interest that Client has in and to the Feedback.
2.3	Client acknowledges that Gen AI Output may not be protectable as IP under applicable law and, accordingly, Avanade may not have the right to transfer ownership in the Gen AI Outputs to Client. Except to the extent applicable law provides for an ownership right in relation to the Gen AI Output (whether an intellectual property right or otherwise), Client agrees that any provision of this Agreement which would otherwise operate to transfer ownership in a Gen AI Output to Client shall not apply to any Gen AI Output. As between Client and Avanade, Avanade does not assert any ownership rights in the Gen AI Output, provided that the Gen AI Output does not contain any Avanade’s Confidential Information.
3.	 SUBSCRIPTION FEE. Client will be deemed to have irrevocably accepted the Security Agent upon download by Client.  Security Agents used for the Permitted Purpose define herein are offered free of charge.
4.	TERM AND TERMINATION.
4.1	Term and Termination.  This Agreement shall commence on the date Client downloaded Security Agent (“Effective Date”) and shall remain in effect for the duration of evaluation of the Security Agent by the Client (the “Trial Period”).  The parties agree that the Trial Period shall not automatically renew. This Agreement will immediately terminate upon (a) Avanade’s termination notice,  (b) discontinuation of the Security Agent by Avanade, (c) completion of the evaluation by the Client,  (d) Client’s cessation to conduct business in its normal course; or (e) Client makes or seeks to make an assignment for the benefit of its creditors or a receiver or similar officer is appointed or takes possession of all or part of Client’s material assets.  These remedies shall be cumulative and in addition to any remedies available to Avanade.
4.2	Effect of Termination/Expiration of the Trial Period.  Upon expiration of the Trial Period or termination of this Agreement, Client shall (a) immediately cease using the Security Agent; (b) permanently delete from its information systems and media the Security Agent and all derivative works thereof and all copies of the foregoing; (c) at Avanade’s option, either destroy or return to Avanade all Documentation and Confidential Information of Avanade and all copies and extracts of the foregoing; and (d) certify in writing as to its compliance with all of the foregoing to Avanade within thirty (30) days after termination of this Agreement. Upon termination of this Agreement, all Sections except Section 2 shall survive.
5.	NO WARRANTIES; DISCLAIMER.
5.1	No Software Warranties.  Avanade does not warrant that: (a) the Security Agent will meet Client’s requirements; (b) the Security Agent will operate when combined with other hardware, software, systems or data not provided by or recommended by Avanade (except as expressly specified in writing by Avanade in the Documentation) which Client may select for use; (c) the Security Agent will be error-free or will operate uninterrupted; or (d) any or all errors in connection with the Security Agent will be corrected, (e) Security Agent will detect or identify all security or network threats to, or vulnerabilities of Client’s networks or other facilities, assets, or operations; (f) Security Agent will prevent intrusions into or any damage to Client’s networks or other facilities, assets, or operations; (g) Security Agent will return control of Client’s or third party systems where unauthorized access or control has occurred; or (e) Security Agent will meet or help Client meet any industry, security, compliance or certification standard or any other requirements including the payment card industry data security standard.
5.2 High Risk Activities. Security Agent is not designed, manufactured, or intended for use in hazardous environments requiring fail-safe performance in which the failure of the products could lead to death, personal injury, or severe physical, property or environmental damage.  Avanade disclaims any express or implied warranty or fitness for these high-risk activities.
5.3	Disclaimer.  THE SECURITY AGENT (INCLUDING THE DOCUMENTATION) IS PROVIDED TO CLIENT “AS IS,” AND AVANADE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESSED OR IMPLIED, WHETHER ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF AVANADE AND ITS AFFILIATES OR LICENSORS, ITS AGENTS OR SUBCONTRACTORS OR OTHERWISE, WITH RESPECT TO THE SECURITY AGENT (INCLUDING THE DOCUMENTATION), ANY MODIFICATIONS THEREOF AND THE SUPPORT AND MAINTENANCE SERVICES, AND THE CONFIDENTIAL INFORMATION, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, INFORMATIONAL CONTENT, SYSTEMS INTEGRATION, INTERFERENCE WITH ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  NO WARRANTY IS MADE THAT USE OF THE SECURITY AGENT WILL BE UNINTERRUPTED, ERROR FREE, OR THAT ANY ERRORS OR DEFECTS IN THE SECURITY AGENT OR THE SUPPORT AND MAINTENANCE SERVICES WILL BE CORRECTED, OR THAT THE SECURITY AGENT’S FUNCTIONALITY WILL MEET CLIENT’S REQUIREMENTS.  CLIENT ACCEPTS RESPONSIBIILTY FOR ITS DATA AND THE SELECTION OF THE SECURITY AGENT TO ACHIEVE ITS INTENDED RESULTS.
6.	LIMITATION OF LIABILITY.  IN NO EVENT SHALL AVANADE, ITS AFFILIATES OR ITS LICENSORS BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA OR USE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF AVANADE, ITS AFFILIATES OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE AGGREGATE CUMULATIVE LIABILITY OF AVANADE, ITS AFFILIATES AND ITS LICENSORS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1000).
7.	INDEMNIFICATION. Client will defend Avanade against and will pay any costs or damages that may be awarded in a final judgment, or agreed to by Client in a settlement, to the extent arising out of a third party claim involving Client’s use of the Security Agent. Additionally, Client shall indemnify, defend and hold harmless Avanade and its Affiliates, and their employees, directors, officers, principals (partners, shareholders or holders of an ownership interest, as the case may be) and agents, from and against any third party claims, demands, loss, damage or expenses (including reasonable attorney’s fees and court costs) relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful misconduct of the Client, its personnel, or agents during the course of the support and maintenance services under this Agreement (if applicable). Notwithstanding the foregoing, Avanade will have the right, in its sole discretion, to employ attorneys of its own choice and to institute or defend any such claim, action or proceeding.
8.	CONFIDENTIALITY OBLIGATIONS.
8.1	Confidentiality Obligations.  Each party shall not use or disclose any Confidential Information belonging to the other party except as expressly authorized by this Agreement, and shall protect all such Confidential information using the same degree of care which the receiving party uses with respect to its own proprietary information, but in no event with safeguards less stringent than a reasonably prudent business would exercise under similar circumstances.  Each party shall take prompt and appropriate action to prevent unauthorized use or disclosure of the other party’s Confidential Information.  The obligations regarding the protection of Confidential Information shall survive expiration or termination of this Agreement.
8.2	Compelled Disclosure.  If a party receives a subpoena or other validly issued administrative or judicial notice requesting Confidential Information of the other party, the receiving party will, to the extent legally permissible, promptly notify the other party and, upon request by the other party, tender the defense of the subpoena or notice to the other party.  If requested by the disclosing party, the receiving party will cooperate (at the expense of the disclosing party) in opposing the subpoena or notice.  Unless the subpoena or notice is timely limited, quashed or extended, the receiving party will then be entitled to comply with the request to the extent permitted by law.
9.	EXPORT AND COMPLIANCE WITH LAWS.
9.1	Compliance with Laws.  Each party shall perform its obligations under this Agreement in a manner that complies with all laws applicable to it in the conduct of its business.  Client shall be solely responsible for its receipt and use of the Security Agent and shall ensure that Client’s use of the Security Agent complies with (a) any data protection and data privacy laws with respect to any data involved in its business including, without limitation, any personal identifiable information provided by its employees, customers and prospective customers; and (b) any additional applicable laws, regulations, or industry standards.  Client agrees that the Security Agent is not designed to achieve or contribute to Client’s compliance with these or other laws or regulations of any jurisdiction or particular country.
9.2	Export.  Each  party  shall  comply  with  all  export  control  and  economic  sanctions  laws  (collectively, “Trade Control Laws”) applicable to its performance under this Agreement, including the use and transfer of any products, software, technology or services subject to this Agreement (collectively, “Items”). Without limiting the foregoing, neither party shall transfer or cause the other party to transfer any Items: (i) to any country or region subject to comprehensive economic sanctions (including without limitation Cuba, Iran, North Korea, Sudan, Syria, or , or the non-government-controlled regions in Ukraine) (each  a  “Restricted  Country/Region”);  (ii)  to  any  party  in  violation  of  applicable International Trade Control Laws; or (iii) that require government authorization to use or transfer without  first  obtaining:  (a)  the  informed  consent  of  the  other  party;  and  (b)  the  required authorization.   Avanade may decline in its sole discretion  to engage in any activity under this Agreement with any connection  to  a  Restricted  Country/Region,  or  that  Avanade  otherwise  determines  could constitute a violation of applicable Trade Control Laws, without creating any liability on its part under this Agreement.
10.	GENERAL PROVISIONS.
10.1	Audit Rights.  Avanade or its designated representative shall have the right to: (i) require that Client send a written certification of compliance with the terms of this Agreement within fifteen (15) days of Avanade’s request; and (ii) conduct an inspection and audit (“Audit”) upon reasonable notice of the relevant operational and accounting records of Client, and any other information within Client’s possession or control that is reasonably necessary to determine whether Client has complied with this Agreement, and obtain true and correct photocopies of the foregoing materials.  Such Audit shall be conducted during regular business hours at Client’s offices and so as not to interfere unreasonably with Client’s normal business activities, and not more frequently than once every year.  Client will permit or provide for completion of any Audit within forty-five (45) days of notice.  
10.2	Assignment.  Client shall not assign, delegate or otherwise transfer (whether by operation of law or otherwise) this Agreement or any of its rights or obligations hereunder, without the prior written consent of Avanade, and any attempt to do so, without Avanade’s express prior written consent, shall be void.  Notwithstanding the foregoing, Client may assign this Agreement to an Affiliate upon providing written notice to Avanade, provided that the Affiliate is not reasonably deemed a competitor of Avanade and that Client is not in breach of any of its obligations under this Agreement.  Avanade may assign this Agreement, and its rights and obligations hereunder, in its sole discretion.  Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
10.3	Governing Law.  This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Washington, excluding its conflict of law provisions.  The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from this Agreement.  Any legal proceeding brought by either party arising out of or relating to this Agreement shall be commenced and maintained in the courts of the State of Washington or the United States District Court for the Western District of Washington, for which purpose each of the parties irrevocably consents and submits to the exclusive jurisdiction and venue of such courts in respect of any such proceeding.  Notwithstanding the foregoing, Avanade may seek injunctive and other equitable relief in any court of competent jurisdiction at any time and for any reason.  If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
10.4	Notices.  All notices required to be sent hereunder shall be in writing and sent by email to the email address indicated by such party as a notice address. 
10.5	Severability.  If any provision of this Agreement, or portion thereof, is held invalid by any law, rule, order or regulation of any government or by the final determination of any court of competent jurisdiction, such invalidity shall not affect the enforceability of any of the other provisions of this Agreement, and such other provisions shall be interpreted so as to best accomplish the objectives of such invalid provision within the limits of applicable law or applicable court decisions.
10.6	Waiver.  No right, power or remedy hereunder will be considered waived by either party, or obligation excused or breach discharged by either party, unless such waiver, excuse or discharge is in writing signed on behalf of the party against whom such waiver, excuse or discharge is asserted.  No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of such right, power or remedy.  Any waiver by either party of any breach or default under this Agreement shall not constitute a waiver of any other or subsequent breach or default.
10.7	Use of Client’s Name.  Client permits Avanade to use its name and industry in alphabetical customer listings. The customer listing will exclude any Client related project information unless otherwise agreed by Client.  Client agrees to participate to the Avanade Public Evidence Program; provided that, any material or activity developed or run under the Avanade Public Evidence Program with Client shall be validated by Client and Avanade.
10.8	Relationship Between the Parties.  Avanade and Client are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.
10.9	Entire Agreement.  This Agreement, together with its attached Exhibit which are incorporated by reference, constitutes the complete and final agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.  This Agreement may not be modified or amended except by an instrument in writing signed by a duly authorized representative of each of the parties hereto.  No other act, document, usage or custom shall be deemed to modify or amend this Agreement.
 
EXHIBIT A
DEFINITIONS

1.	“Affiliate” means any individual or entity that, directly or indirectly through intermediaries, controls, is controlled by, or is under common control with, a party.  An ownership, voting or similar interest (including any right or option to obtain such an interest) representing at least 50% of the total interests then outstanding of the pertinent entity shall constitute “control,” for the purposes of this definition.

2.	“Agreement”  means this Avanade Security Agents End User Trial License Agreement.

3.	“Avanade” means Avanade Inc., a Washington corporation with its principal place of business at 1191 Second Avenue, Suite 100 Seattle, WA 98101.

4.	“Client” means entity obtaining access to the Security Agent.

5.	“Confidential Information” means: (a) the Security Agent; (b) the technology, ideas, know how, documentation, processes, algorithms and trade secrets embodied in the Security Agent(c) any other information, disclosed or provided by one party to the other party, whether disclosed orally or in written or magnetic media, that is conspicuously marked or otherwise identified as ‘Confidential’ or ‘Proprietary’ at the time of disclosure; or (d) information that should reasonably be understood by the receiving party to be confidential based upon the nature of the information disclosed or the circumstances of the disclosure.  Confidential Information shall not include any information that is: (i) previously known to the receiving party without an obligation not to disclose such information; (ii) independently developed by or for the receiving party without use of the disclosing party’s Confidential Information; (iii) acquired by the receiving party from a third party which was not, to the receiving party’s knowledge, under an obligation not to disclose such information; or (iv) or becomes publicly available through no breach of this Agreement. Furthermore, the term “Confidential Information” will not include any information that identifies or directly relates to natural persons (“Personal Data”), and the provisions of this Agreement generally applicable to Confidential Information will not be deemed to apply to Personal Data unless specifically stated otherwise.   

6.	“Documentation” means the technical documentation, including functionalities description provided or made available by Avanade in relation to Security Agent. 

7.	“Enhancements” means changes and code revisions to the Security Agent that provide minor operational enhancements that do not change the overall utility, functionality, capability or application of the Security Agent and that are made commercially available by Avanade to existing Support and Maintenance Services clients. 

8.	“Exhibit” means an attachment to this Agreement.  The parties agree that they may separately execute Exhibits from time to time after the Effective Date to append to this Agreement.

9.	“Gen AI” means a type of technology that uses unsupervised, self-supervised, or semi-supervised machine learning algorithms and models that, when coded into software, enable computers to generate content in response to prompts or queries; such generated content may include, but is not limited to, computer code, text, images, summaries, insights, videos, and audio. 

10.	“GenAI Output” means the content that is generated or returned through Client’s use of the Microsoft Security Tools in response to the queries or prompts that are submitted to Microsoft Security Tools by Users.

11.	“Intellectual Property Rights” means all copyrights, trademarks, trade secrets, patents, mask works and other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations with respect thereto.
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12.	“Microsoft” means the provider of the Microsoft Security Tools who has granted Client the license or right to use the Microsoft Security Tools.

13.	“Microsoft Security Tools” means a Microsoft Security Copilot and/or other Microsoft Security tools or services with GenAI features or functionalities that are identified in the Documentation.

14.	“Modifications” means (a) any program changes, modifications, updates, revisions, translations, additions, adaptations, upgrades and/or improvements which supplement or modify the Security Agent or Documentation (in any form or medium whatsoever), and (b) any derivative works (as defined in the Copyright Law of the United States of America, 17 U.S.C. 101 et seq) thereof, regardless of who creates them or when created.

15.	“New Release” means a new version of the Security Agent with program changes or additions, including revisions, improvements and enhancements to the Security Agent that alter the functionality of or add new functions to the Security Agent. For clarity, new products that are not successor versions to the Security Agent are out of scope and not considered a New Release.

16.	“Open Source Software” means any open source, community or other free code or libraries of any type, including, without limitation, any code which is made generally available on the Internet without charge (for example purposes only, any code licensed under any version of the Artistic, BSD, Apache, Mozilla, GNU GPL or LGPL licenses).

17.	“Security Agent” means (a) Avanade proprietary software assets and enabling toollisted or described in Marketplace and the any accompanying Documentation, including any updates (if any), provided by Avanade under this Agreement; (b) any and all Modifications thereto and full or partial copies thereof; and, (c) any and all practices, techniques, processes, methods, templates, blueprints, training documents, test scripts, diagrams or other documents provided by Avanade under this Agreement.  The Security Agent shall not include any Third Party Propriatary Software,  such as Microsoft Security Tools license. “Security Agent” is installed within Microsoft Security Tools to support the functionalities of Microsoft Security Tools.

18.	“Third Party Proprietary Software” means any software belonging to a third party that may be provided together with or used in conjunction with the Security Agent, including but not limited to Microsoft Security Tools, which may be subject to a separate agreement or additional or different terms and conditions by such third party for use of such software.

19.	“Third Party Software” means any (a) Third Party Proprietary Software, and/or (b) any Open Source Software.

20.	“User” means Client’s employees or independent contractors authorized to access and use the Security Agent.