This agreement for Dynamics Solution and Technology’s Add-on software package build and developed within Microsoft Dynamics
Dynamics Solution and Technology is a leading Microsoft partner company delivering customer success-centric Microsoft Dynamics 365 solutions. Dynamics Solution and Technology provides the Microsoft Dynamics vertical solution to customers or license holders for Microsoft Dynamics and installs the software provided by Dynamics Solution and Technology via the Microsoft services. 
ARTICLE 1. DEFINITIONS
For the purpose of this Agreement, each of the following terms shall mean;
1.1	Add-on: means any development that adds new and independent functionality, including any new functional components for business processes not provided by the Software, and connects to and/or communicates through API. 
1.2	Affiliate: means any legal entity in which the Licensee directly or indirectly holds shares.  
1.3	Agreement: This means this document and its Appendices, any attachments, and any documentation expressly incorporated herein by reference and shall include any amendments or supplementary agreements specifically referenced hereto and effected as amendments as provided herein.
1.4	API: means application programming interfaces that allow other software products to communicate with or call on Licensed Product(s) provided under this Agreement.
1.5	Appendix or Appendices: means any appendix or Annexure Attached to and listed in the Agreement.
1.6	Business Partner: means a legal entity that requires access to the Licensed Product(s) in connection with License internal business operations, such as customers, distributors and/or suppliers of Licensee. 
1.7	Documentation: means Dynamics Solution and Technology documentation which is delivered or made available to Licensee with the Licensed Product(s) under this Agreement. 
1.8	End User: means the End User to whom the Licensed Product(s) is licensed under this Agreement as identified in the Software Order Form. 
1.9	Licensed Product(s): means any and all Licensed Product(s) products licensed to Licensee under this Agreement as specified in Annexure A. Table 1. Licensed Product(s), as developed by Dynamics Solution and Technology using Microsoft Dynamics 365 framework and delivered to Licensee and any new releases thereof made available.
1.10	Licensed Customer: Any client which has accessed the Licensed Product(s).  Basis of count for Licensed Users is as specified in Annexure A. Table 1. Licensed Product(s). 
1.11	Licensee: means the End client.
1.12	Modification: means change to the delivered source code or metadata or any development other than a change to the delivered source code or metadata, that customizes, enhances, or changes existing functionality of the Licensed Product(s) including, but not limited to, the creation of any new application program interfaces or alternative user interfaces, any programming extensions.
1.13	Partner: means the company that resells the Licensed Product(s) licenses to the End client under a valid Channel Partner Agreement. 
1.14	Software Materials: means Licensed Product(s), programs, tools, systems, data or other materials made available by Dynamics Solution and Technology to the Licensee in the course of the performance under this Agreement irrespective whether before or after the effective date of this Agreement including, but not limited to, the Licensed Product(s) and Documentation, as well as any information, materials or feedback provided by Licensee to Dynamics Solution and Technology relating to the Licensed Product(s) and Documentation. 
1.15	Software Order Form: means the order form for the Licensed Product(s) from Partner to Dynamics Solution and Technology which includes Licensed Product(s) information, including License fees and Enhancement Fees.  
1.16	Use: means to activate the processing capabilities of the Licensed Product(s), load, execute and access the Licensed Product(s) or display information resulting from such capabilities.

ARTICLE 2. LICENSE 
2.1	License Grant. Subject to License compliance with all the terms and conditions of this Agreement, Dynamics Solution and Technology grants to Licensee a nonexclusive, perpetual or subscription license to Use the Licensed Product(s), Documentation and Software Materials for the Licensed clients specified in Annexure A. Table 1. Licensed Product(s) at specified site(s) within the Territory specified in Annexure A. Table 2, to run License and its Affiliates internal business operations, unless terminated in accordance with Article 3 herein.  
2.2	License Restrictions. Except as expressly permitted by this Agreement, this license does not permit Licensee to: (i) lease, loan, resell, sublicense or otherwise distribute the Licensed Product(s) and Software Material, other than distribution to Affiliates subject to terms and conditions set forth in Section 2.7; (ii) use the Licensed Product(s) and Software Materials to provide or operate service bureau, marketing, training, outsourcing services or consulting services or any other commercial service related to the Licensed Product(s) to Business Partners other than to Affiliates subject to terms and conditions set forth in Section 2.7; (iii) use the Licensed Product(s) to develop a software which is competitive with the Licensed Product(s)(s); (iv) distribute or publish key Code(s) to the Licensed Product(s); or (v) Use unauthorized key code(s); (vi) use Licensed Product(s) components other than those specifically identified in Annexure A. Table 1. Licensed Product(s), even if it is also technically possible for Licensee to access other Licensed Product(s) components.  Business Partners may Use the Software only through screen access and solely in conjunction with License Use and may not use the Licensed Product(s) to run any of Business Partners business operations.  Licensee shall notify Dynamics Solution and Technology if Licensee becomes aware of any unauthorized third-party access to, or Use of the Licensed Product(s); (vii) make any Use of or perform any acts with respect to the Software Materials other than as expressly permitted in accordance with the terms of this Agreement.
2.3	Designated Unit. Licensee agrees to install the Licensed Product(s) only on information technology devices (e.g. hard disks or central processing units) identified by Licensee pursuant to this Agreement that has been approved by Dynamics Solution and Technology in writing or otherwise officially made known to the public as appropriate for Use or interoperation with the Licensed Product(s) and which are located at Licensee facilities and are in Licensee direct possession.  Where agreed in writing by Dynamics Solution and Technology, the information technology devices may also be located in the facilities of an Affiliate and be in the Affiliates direct possession subject to terms and conditions set forth in Section 2.2.  Licensee must hold the required licenses as stated in the Use Terms for any individuals that Use the Software, including employees or agents of Affiliates and Business Partners.  Use may occur by way of an interface delivered with or as a part of the Software, a Licensee or third-party interface, or another intermediary system. If Licensee receives Licensed Product(s) that replaces previously Licensed Product(s), its rights under this Agreement about the previously Licensed Product(s) ends when it deploys the replacement Software for Use on productive systems.  At that time, the Licensee shall comply with Section 3.2 of this Agreement with respect to such previously Licensed Product(s). 
2.4	Licensed Product(s) Territory. The licenses granted hereunder are only valid in the Territory specified in Annexure A. Table 2. Licensee shall not ship, transfer, or otherwise export the Licensed Product(s) outside the Territory without Dynamics Solution and Technology prior written consent.
2.5	Duplication of Licensed Product(s). Licensee may make Licensed Product(s) copies for the purposes of backup only.  All Licensed Product(s) copyright, trademark, patent, and related proprietary notices incorporated in or fixed to the Licensed Product(s) shall be duplicated by Licensee on all copies or extracts thereof and shall not be altered, removed, or obliterated. 
2.6	License Delivery. The Licensed Product(s) shall be delivered or deployed to the Licensee Dynamics 365 environment as per Microsoft guidelines for partner package deployment. The License will be released and delivered to the Licensee upon Licensee paying full license fees to the Dynamics Solution and Technology or its affiliate/channel partners.
2.7	Licensee Affiliate Use Terms. Affiliates Use of the Licensed Product(s), Documentation and Software Materials to run their internal business operations as permitted under Section 2.1 is subject to the following: (i) the Affiliate agrees to be bound by the terms set out herein; and (ii) a breach of this Agreement by Affiliate shall be considered a breach by Licensee hereunder. If the Affiliate of Licensee has a separate agreement with Dynamics Solution and Technology directly or through Dynamics Solution and Technology Partner for Licensed Product(s), the Licensed Product(s) shall not be Used to run such affiliates business operations and such affiliate shall not receive any services under this Agreement even if such separate agreement has expired or is terminated unless otherwise agreed to in writing by Dynamics Solution and Technology.
2.8	License Confidential Terms & Conditions. Licensee shall not disclose the terms and conditions of this Agreement to any third party.
2.9	License Audit. Dynamics Solution and Technology shall be permitted to audit, which may include on-site and/or remote audits, the usage of the Software Materials.  Licensee shall cooperate reasonably in the conduct of such audits.  In the event, an audit reveals that Licensee underpaid license fees and/or that Licensee has Used the Licensed Product(s) in excess of the license quantities or levels as specified in Annexure A. Table 1. Licensed Product(s), Licensee shall pay to the Partner such underpaid fees and/or for such excess usage based on Dynamics Solution and Technology price list in effect at the time of the audit, and shall execute an additional SOF to affect the required licensing of any additional quantities or levels.
2.10	License Fees. Licensee shall pay to Partner all license fees for the Licensed Product(s). 
ARTICLE 3. TERMINATION TERMS
3.1	Terms. This Agreement and the license granted hereunder shall become effective on the specified Agreement Effective Date and remain effective unless terminated upon the earliest to occur of the following: (i) thirty days after Licensee gives Dynamics Solution and Technology written notice of Licensee's direction to terminate this Agreement, for any reason, but only after payment to the Partner of all License fees then due and owing; (ii) thirty days after Dynamics Solution and Technology gives Licensee notice of Licensee's material breach of any provision of the Agreement (iii) immediately if Licensee files for bankruptcy, becomes insolvent or makes an assignment for the benefit of creditors. 
3.2	Licensee Obligations upon Termination. Upon any termination hereunder, Licensee and its Affiliates shall immediately cease Use of all Dynamics Solution and Technology’s Software Materials and Confidential Information.  Within thirty (30) days after any termination, Licensee shall irretrievably destroy or upon Dynamics Solution and Technology request deliver to Dynamics Solution and Technology all copies of the Software Materials and Confidential Information in every form, except to the extent it is legally required to keep it for a longer period in which case such return or destruction shall occur at the end of such period.  In the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments made by the Licensee to the Partner.  Termination shall not relieve Licensee from its obligation to pay fees that remain unpaid to the Partner.
ARTICLE 4. INTELLECTUAL PROPERTY RIGHTS
4.1	Reservation of Rights. The Licensed Product(s), Software Materials, and all Intellectual Property Rights shall be the sole and exclusive property of Dynamics Solution and Technology except the Use rights granted to Licensee in Article 2 herein.  Except for the rights set forth in Section 4.3 herein, Licensee is not permitted to modify or otherwise make derivative works of the Licensed Product(s) and/or Software Materials.  Any such unauthorized works developed by Licensee, and any Intellectual Property Rights embodied therein, shall be the sole and exclusive property of Dynamics Solution and Technology.   
4.2	Protection of Rights. Except to the extent such rights cannot be validly waived by law, Licensee shall not copy, translate, disassemble, or decompile, nor create or attempt to create the source code from the object code of the Licensed Product(s) in any manner.  Reverse engineering of the Licensed Product(s) and other Software Materials is prohibited.  Licensee is permitted to back up data in accordance with good information technology practice and for this purpose to create the necessary backup copies of the Licensed Product(s). Licensee must not change or remove Dynamics Solution and Technology copyright and authorship notices.  
4.3	Modifications or Add-ons. Conditioned on Licensees compliance with the terms and conditions of this Agreement, Licensee may make Modifications and/or Add-ons to the Licensed Product(s) in furtherance of its permitted Use under this Agreement and shall be permitted to use Modifications and Add-ons with the Licensed Product(s) in accordance with the License Grant to the Licensed Product(s) set forth in Article 2 herein. Dynamics Solution and Technology holds no responsibility for any Modifications and/or Add-ons done by Licensee. Licensee shall comply with Dynamics Solution and Technology development procedure prior to making Modifications and/or Add-ons. All Add-ons developed by Licensee, and all rights associated therewith, shall be the exclusive property of the Licensee; provided the Licensee shall not commercialize, market, distribute, license, sublicense, transfer, assign, or otherwise alienate any such Modifications and/or Add-ons. Any Modifications and Add-ons developed by Licensee must not: enable the bypassing or circumventing any of the restrictions set forth in this Agreement and/or provide Licensee with access to the Licensed Product(s) to which Licensee is not directly licensed; nor unreasonably impair, degrade, reduce the performance or security of the Licensed Product(s). Licensee agrees that Dynamics Solution and Technology holds no obligations for any Modifications and/or Add-ons developed by Licensee and/or any functionality of the Licensed Product(s) accessed by Modifications and/or Add-ons developed by Licensee. 
ARTICLE 5. WARRANTY
5.1	No warranty of any kind is given on behalf of Dynamics Solution and Technology or its licensors, whether express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. No warranty is made as to any particular features of the Package or that the Package will perform in conjunction with any other software or hardware. No support updated versions or defect fixing is provided by Dynamics Solution and Technology in respect of the Package. In no event will Dynamics Solution and Technology be liable to you or anyone else for any decision made or action taken in reliance on the Package or use made of the Package including for any economic losses, loss of revenues, data, profits, contract, use, opportunity, business or anticipated saving, loss of goodwill or reputation, consequential, special or similar damages, even if advised of the possibility of such damages. Dynamics Solution and Technology does not accept any responsibility for any errors or omissions, or for the results obtained from the use of the Package. We reserve the right to change, remove, suspend, or disable any or all content in package without notice or liability. 

ARTICLE 6. GENERAL TERMS & CONDITIONS
6.1	Confidentiality. Each party receiving Confidential Information (Recipient) shall retain in confidence and require its employees, agents, Affiliates, Business Partners, Partners and contractors to retain in confidence the terms and conditions of this Agreement and all Confidential Information of the other party (Discloser). Confidential Information means any information, in written or other tangible form, which has been noticeably marked by Discloser as confidential or proprietary or if not so marked, was indicated at the time of disclosure to be confidential and is later summarized and confirmed as confidential in a writing transmitted to Recipient within ten (10) days after disclosure or is not disclosed in public domain, including but not limited to: (a) the Licensed Product(s) and Documentation and other Software Materials, including without limitation to the following information regarding the Licensed Product(s): (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs; and (ii) benchmark results, manuals, program listings, data structures, concepts, designs, flow charts, logic diagrams, functional specifications, documentation, product specifications, API specifications, file formats, techniques and processes; (b) the research and development; and (c) product offerings, product pricing, algorithms, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies. Licensee agrees that the Licensed Product(s), as well as results of any Licensed Product(s) benchmark or similar tests (whether performed by Dynamics Solution and Technology, Licensee, or any third party), are the Confidential Information of Dynamics Solution and Technology. Recipient shall retain Discloser Confidential Information in the manner Recipient retains its own Confidential Information, but in no event with less than reasonable care. Confidential Information shall remain the sole property of the Discloser and shall not be disclosed to any third party without Discloser express written consent (except, solely to employees, agents, advisors, attorneys, consultants, and subsidiaries, who need to know and are bound by a written agreement with Recipient to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement).  Confidential Information shall not include any information that: (i) is or becomes publicly available without the Recipients breach of any obligations owed to the Discloser; (ii) is known to the Recipient prior to the Disclosers disclosure of such information to the Recipient; (iii) becomes known to the Recipient from a source other than the Discloser without a breach of an obligation of confidentiality owed to the Discloser; or (iv) is independently developed by the Recipient. The obligations set forth herein with respect to Confidential Information shall survive and continue to survive in full force from the Agreement Effective Date notwithstanding the expiry or termination of this Agreement for any reason.
6.2	Force Majeure. Neither Dynamics Solution and Technology nor Licensee shall be liable for failure due to any delays (including but not limited to industrial conflicts (strikes and lockouts), fire, war, riots, internal disorder, natural disasters, import and export bans, interruption, or failure of ordinary communications and transport, including interruption or failure of power supply, and any force majeure) and/or nonperformance of any provision of this Agreement caused by circumstances beyond the reasonable control of the performing party shall not constitute a breach of this Agreement and time for performance of such provision (if any) shall be deemed extended for a period equal to the duration of the conditions preventing performance.
6.3	Language. Should a counterpart to this Agreement be prepared in a language other than English, then English shall be the language of this Agreement and the English language shall govern all disputes, performances, and interpretations, and the counterpart in other languages shall be for convenience only and shall not affect the performance or interpretation of this Agreement.
6.4	Notice. All notices required to be given under the Agreement by one party to the other shall be sufficiently given in writing and delivered by hand, or facsimile transmission. 
6.5	Reference Rights. Licensee agrees that Dynamics Solution and Technology may include Licensees name and logo among Dynamics Solution and Technology list of customers. This clause will continue in force notwithstanding the expiry or termination of this Agreement for any reason.
6.6	Assignment. Licensee may not, without Dynamics Solution and Technology prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or the Software Materials or Dynamics Solution and Technology Confidential Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation.
6.7	Counterparts. This Agreement may be signed in two counterparts, each of which shall be deemed an original and which shall together constitute one Agreement.
6.8	Severability. If any term, part, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable as being contrary to applicable law, such provision shall to the extent reasonably possible to be constructed in a manner so as to be enforceable and the remaining provisions hereof shall remain in full force and effect and in no way be affected, impaired, invalidated or prejudiced.
6.9	Waiver. Any consent to or waiver of any provision or breach shall not constitute consent to or a waiver of such provision or breach in the past or future by Dynamics Solution and Technology and Licensee.
6.10	Governing Law. The construction, validity, and performance of this Agreement shall be governed by UAE Law and each party hereto submits to the exclusive jurisdiction of the UAE courts.