END USER LICENSE AGREEMENT
AGREEMENT
1. LICENSE GRANTS; RESTRICTIONS
1.1 CloudEnsure Platform License Grant
Subject to the terms and conditions of this Agreement, Licensor hereby grants to LICENSEE and LICENSEE’s Affiliates, (a) an exclusive (with respect to the LICENSEE Business), irrevocable, perpetual, non-sublicensable (except as permitted in Section 1.2), non-transferable, (i) to use and exploit the LICENSOR Intellectual Property and (ii) to use, display, install, copy, create derivative works or otherwise exploit the Platform, in each case, solely in connection with the operation of the LICENSEE Business, and (b) a non-exclusive, irrevocable, perpetual, non-sublicensable (except as permitted in Section 2.2), Except as provided otherwise in Sections 1.1, 1.2, LICENSEE and LICENSEE’s Affiliates may not disclose to or provide any third party access to, use of, or rights in or to, the Platform or any LICENSOR Intellectual Property, except as third parties may access or use the Platform in relation to the LICENSEE Business or Expanded Business in the ordinary course of business.
1.2 Third-Party Software
Certain third party components provided in or with the CloudEnsure Platform (“Third Party Components”) are subject to various “open source” or “free software” licenses as mentioned in Exhibit A. LICENSEE may view the list of relevant licenses and/or notices for the Third Party Components in the CloudEnsurePlatform documentation; as such list may be supplemented from time to time for any updates or upgrades to the CloudEnsure Platforms that the LICENSOR provides as maintenance. LICENSEE’s use of the Third-Party Components is subject to and governed by the Third-Party Component license that accompanies the Third-Party Component and is not subject to the terms and conditions of this Agreement. Nothing in this document limits LICENSEE’s rights under, or grants LICENSEE rights that supersede, the terms and conditions of any applicable license for the Third-Party Component. LICENSEE agrees to comply with the terms and conditions contained in all such Third-Party Component licenses.
1.3 License Restrictions
The CloudEnsure is licensed, and not sold, to you for use only under the terms of this License. Except as expressly licensed to you herein, LICENSORreserves all right, title, interest and all associated copyrights, trademarks, and other intellectual property rights therein. The License is limited to the intellectual property rights of it and its licensors in the CloudEnsure and does not include any rights to other patents or intellectual property. Except, and only to the extent that may be permitted under applicable law, LICENSEE may not decompile, disassemble, or reverse engineer the CloudEnsure by any means whatsoever, or alter, modify, enhance, or create a derivative work of IT. You may not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the CloudEnsure.
2. CloudEnsurePLATFORM MAINTENANCE AND SUPPORT
The subscription license fee for the CloudEnsure Platform includes maintenance and premium level support as outlined in CloudEnsurePlatform’s then-current Premium Support Offering terms (“Support Terms”) as mentioned in EXHIBIT-B.
3. SECURITY & PRIVACY
3.1 Security
LICENSEE acknowledges that, notwithstanding security precautions that the LICENSOR may, in its sole discretion, employ, the responsibility for security of LICENSEE ‘s data and LICENSEE ‘s data storage repositories rests solely with LICENSEE. LICENSOR shall not be liable for the privacy, security, integrity or authenticity of any information or data used in connection with the CloudEnsurePlatform.
3.2 Privacy
During LICENSEE accessing and/or using the Services and receiving Support, LICENSOR may obtain information about LICENSEE or LICENSEE may provide certain personal information to LICENSOR. All uses of Your personal information will be treated in accordance with LICENSOR’S Privacy Policy available at …………, which is incorporated by reference and forms an integral part of this Agreement. The Privacy Policy is subject to change at LICENSOR’S discretion; however, LICENSOR’S policy changes will not result in a material reduction in the level of protection provided for the Customer Data You provide to LICENSOR in connection with Your receipt of the Services.
4. OWNERSHIP
4.1 LTI Ownership
The Software and Documentation, all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of LICENSOR and its licensors. LICENSEE’s rights to use the Software and Documentation shall be limited to those expressly granted in this Agreement and any applicable QOF. No other rights with respect to the Software or any related Intellectual Property Rights are implied. LICENSEE is not authorized to use (and shall not permit any third party to use) the Software, Documentation, or any portion thereof except as expressly authorized by this Agreement or the applicable QOF.
4.2 LICENSEE Ownership
The LICENSEE designs, data processes, plug-ins referenced in Section 1.1 and all data stored, processed and/or analyzed through the use of the CloudEnsurePlatform shall be the sole and exclusive property of LICENSEE.
5. LICENSEE OBLIGATIONS
LICENSEE is solely responsible for its actions and the actions of its employees and other personnel while using or accessing the CloudEnsurePlatform. LICENSEE. assumes all risk arising out of its use of the CloudEnsure Platform. LICENSEE. acknowledges and agrees that the CloudEnsurePlatform may disrupt, corrupt or damage LICENSEE.’s systems, servers and/or equipment if not used properly and in accordance with all documentation. LICENSOR is not liable for, or responsible to, remediate any issues found on LICENSEE.’s network or elsewhere and that LICENSEE. is solely responsible for resolving such issues. LICENSEE. agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to LICENSEE.’s use of the CloudEnsurePlatform; (b) not to upload or distribute in any way content that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the CloudEnsurePlatform or another’s computer or mobile device; and (c) not to use the CloudEnsurePlatform for illegal, fraudulent, unethical or inappropriate purposes.
6. TERMINATION
6.1 Term &Termination for Cause.
The term of this Agreement shall embark on the Effective Date and carry on with effect until there are no longer any then‐effective SOWs or Schedules. For the circumvention of uncertainty, the termination of this Agreement shall also result in the immediate termination of any then‐outstanding SOW or Schedule and the Services there under. Either party may terminate this Agreement, SOW or Schedule, as applicable, if the other party does not cure its material breach of this Agreement, SOW or Schedule within thirty (30) days of receiving written notice of the material breach and termination from the non‐breaching party. Termination in accordance with thiswill take effect when the breaching party receives final written notice of termination from the non‐breaching party, which notice may not be provided until the breaching party has failed to cure its material breach during the thirty (30) day cure period, provided, however, that any unauthorized disclosure of LICENSOR Confidential Information or any willful unauthorized use, copying, disclosure, distribution or sublicensing of theCloudEnsure Platform or documentation or any related methods, algorithms, techniques, or processes will be deemed a material breach of this Agreement that cannot be cured and termination shall be immediate. LICENSOR reserves the right to terminate this Agreement with a written notice of thirty (30) days for any reason or no reason whatsoever.
6.2 Obligations of LICENSEE upon Expiration or Termination.
Upon the expiration of the License Term or earlier termination of the Agreement, LICENSEE. must immediately terminate and cease all access to the CloudEnsure Platform and LICENSEE. must return or destroy, at LICENSOR’s election, all copies of the CloudEnsure Platform and any documentation in its possession.
6.3 Subscription Terms, Renewals, and SOWs
The subscription term for any Subscription Services will commence and expire on the dates, and renew according to the process, set forth in the applicable Schedule. If the Schedule does not otherwise expressly provide a renewal process, the subscription will automatically renew for successive periods of one (1) year unless either party provides written notice of termination at least 30 days prior to the end of the then‐current term. Any mutually executed document that serves to effectively renew any then‐current subscription term are included in the definition of “Schedule” as that term is used hereunder. Each SOW will be effective until the completion of the work there under, or as may be otherwise provided in the SOW.
6.4 Orderly Transfer & Post‐Termination Obligations
LICENSOR shall not be liable to LICENSEE or any third party for suspension or termination of LICENSEE.’s access to, or right to use, the CloudEnsure Platform and/or LICENSOR plug-ins under this Agreement. Section 1.2, Section 1.3, Sections 3 (Security & Privacy), 4 (Ownership), 5 (Customer Obligation), 6 (Termination), 7 (Confidentiality), 8 (Warranty), 9 (Indemnification), 10 (Limitation of Liability) and 11 (General) of this Agreement shall survive its expiration or termination for any reason.
7. CONFIDENTIALITY
7.1 Obligations
“Confidential Information” intends any information obtained by a Party (the “Receiving Party”) from or on behalf of the other Party (the “Disclosing Party”) that relates to past, present, or future business activities of the Disclosing Party or its subsidiaries or Affiliates, or their respective employees, customers or third party suppliers or contractors, including the terms and conditions of the Agreement, information exchanged in the course of negotiating the same and any information relating to the applicable entity’s (or Person’s) plans, pricing, methods, methodologies, processes, financial data, lists, Intellectual Property Rights, customer information, apparatus, statistics, programs, research, development, and/or information technology.The parties hereby agree that Confidential Information includes, without limitation, the terms and conditions of this Agreement, and the sequence and structure of the CloudEnsure Platform. The Receiving Party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform hereunder, and, except as otherwise provided, neither party shall make Confidential Information available to any other person or entity without the prior written consent of the other party.
7.2 Exclusions; Destruction or Return of Information
Each party will use the other party’s Confidential Information exclusively for the intention contemplated by this Agreement, and forgo from sharing the other party’s Confidential Information with any third party, unless: (I) any disclosure is essential or appropriate in connection with the receiving party’s performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (ii) any disclosure is required by applicable law (e.g., agreeable to applicable securities laws or legal procedure); or (iii) any disclosure is made with the permission of the party whose information is to be shared. Either party is free to use for any objective the enduring resulting from any engagement under this Agreement if such use does not result in the sharing of the other party’s Confidential Information in violation of this Section 7.
7.3 ID and Password
LICENSEE may not disclose or use the user id and password provided by LICENSOR for the purpose of receiving delivery of the CloudEnsure Platform for any other purpose and shall notify LICENSOR immediately of any unauthorized use or disclosure.
8. WARRANTY AND DISCLAIMER
8.1 Representations
LICENSOR represents and warrants that the CloudEnsure Platform will function substantially in accordance with the documentation for a period of ninety (90) days following the Activation Date or Subscription License Start Date, set forth in the applicable Order Confirmation. LICENSOR’s sole liability and LICENSEE.’s sole remedy for any breach of this warranty shall be for LICENSOR to promptly repair or replace, at LICENSOR’s option, any CloudEnsure Platform that fail to conform to the warranty set forth herein or, if LICENSOR is unable to repair or replace the nonconforming product within a commercially reasonable period, LICESNOR shall refund the proportionate license or subscription fees paid by LICENSEE. for the nonconforming CloudEnsure Platform. The warranty set forth in this Section 8.1 shall not apply to: (i) CloudEnsure Platform that have been damaged as a result of LICENSEE.’s negligence or abuse; or (ii) CloudEnsure Platform that have been modified by LICENSEE.; provided that the nonconformity arises in connection with, or as a result of, such modification.
8.2 Disclaimer
EXCEPT AS PROVIDED IN SECTION 8.1, LICENSOR LICENSES THE CloudEnsure PLATFORM AND PROVIDES SUPPORT SERVICE TO LICENSEE. ON AN “AS IS” BASIS. THE WARRANTY IN SECTION 8.1 IS PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS AND LICENSOR MAKES NO OTHER WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WHETHER EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS THE WARRANTY OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT REPRESENT OR WARRANT THAT OPERATIONS OF THE CloudEnsure PLATFORM OR THE NETWORK AND THIRD-PARTY SERVICES TO WHICH THE CloudEnsure PLATFORM IS CONNECTED WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT PROGRAMMING ERRORS IN THE CloudEnsure PLATFORM CAN BE FOUND IN ORDER TO BE CORRECTED. FOR CLARIFICATION, THE WARRANTY IN SECTION 8.1 DOES NOT APPLY DURING ANY EVALUATION PERIOD. LICENSOR DISCLAIM ALL THE WARRANTY WITH RESPECT TO OPEN SOURCE AND THIRDPARTY SOFTWARE AND MATERIAL. ALL OPEN SOURCE AND THIRD-PARTY SOFTWARE AND MATERIAL ARE PROVIDED ON AN “AS IS” BASIS.
9. INDEMNIFICATION
LICENSEE shall indemnify, defend and hold harmless LICENSOR against any third party claim or suit based on a claim: (i) of any breach of this Agreement by LICENSEE., its affiliates, employees agents, successors and assigns; or (ii) relating to or based on the activities or transactions conducted by, or data processed, analyzed or stored by LICENSEE, its employees, contractors and agents, while using or which used the CloudEnsure Platform; and LICENSEE shall pay any final judgment entered against LICESNOR in any such proceeding or agreed to in settlement. LICENSOR will promptly notify LICENSEE in writing of such claim or suit or give all information and assistance reasonably requested by LICENSEE. Or LICENSEE’s designee.LICENSEE . may not settle any claim or suit by requiring LICENSOR to pay or incur any financial or other type of liability, without LICENSOR’s prior written consent.
9.1
Each Party to this Agreement (hereinafter referred to as the “Indemnifying Party” as the context may so require) shall indemnify the other Party (hereinafter referred to as the “Indemnified Party” as the context may so require) and any of its directors, officers, employees and agents from and against any action or threatened action, suit or proceeding, losses, expenses, liabilities and damages that are direct in nature and those arise out of third party claims on account of the Indemnifying Party’s:
9.1.1
Breach of Confidentiality and Personal Data Protection obligations as provided under this Agreement; or,
9.1.2
Gross negligence or willful misconduct resulting in the death or bodily injury of any person; or,
9.1.3
Damage to tangible property; or,
9.1.4
Infringement of a third Party’s intellectual property rights, provided however that LICENSOR shall not have any liability to LICENSEE under this Section to the extent that any infringement or claim thereof is attributable to: (1) the combination, operation or use of a Deliverable with equipment or software supplied by LICENSEE where the Deliverable would not itself be infringing; (2) compliance with designs, Specifications or instructions provided by LICENSEE; (3) use of a Deliverable in an application or environment for which it was not designed or contemplated under this Agreement; or (4) modifications of a Deliverable by anyone other than LICENSOR where the unmodified version of the Deliverable would not have been infringing. LICENSOR will completely satisfy its obligations hereunder if, after receiving notice of a claim, LICENSOR obtains for LICENSEE the right to continue using such Deliverables as provided without infringement or replace or modify such Deliverables so that they become non-infringing.
1.1 CloudEnsure Platform License Grant
Subject to the terms and conditions of this Agreement, Licensor hereby grants to LICENSEE and LICENSEE’s Affiliates, (a) an exclusive (with respect to the LICENSEE Business), irrevocable, perpetual, non-sublicensable (except as permitted in Section 1.2), non-transferable, (i) to use and exploit the LICENSOR Intellectual Property and (ii) to use, display, install, copy, create derivative works or otherwise exploit the Platform, in each case, solely in connection with the operation of the LICENSEE Business, and (b) a non-exclusive, irrevocable, perpetual, non-sublicensable (except as permitted in Section 2.2), Except as provided otherwise in Sections 1.1, 1.2, LICENSEE and LICENSEE’s Affiliates may not disclose to or provide any third party access to, use of, or rights in or to, the Platform or any LICENSOR Intellectual Property, except as third parties may access or use the Platform in relation to the LICENSEE Business or Expanded Business in the ordinary course of business.
9.2
THE FOREGOING STATES THE ENTIRE OBLIGATION OF LICENSOR WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE FOREGOING REMEDY IS GIVEN TO LICENSEE SOLELY FOR THEIR BENEFIT AND IN LIEU OF, AND LICENSOR DISCLAIMS, ALL WARRANTIES OF NON-INFRINGEMENT.
9.3
A Party seeking indemnification under this Agreement shall: (i) give prompt written notice to the Indemnifying Party as to the existence of the indemnifiable event, (ii) provide such information, collaboration and assistance as may reasonably be necessary for the defense of such action or claim and (iii) grant full authority to the Indemnifying Party to defend or settle such action or claim. No Party will seek a compromise or settlement of the claim without the consent of the other Party if such compromise or settlement would negatively affect the other Party. Further, the Parties expressly agree and acknowledge that either Party shall not indemnify the other Party in respect of the same claims that may arise out of the same cause of action/subject matter. All the indemnity claims as contemplated under this Agreement shall be subject to the final award or settlement as may be awarded by the court of competent jurisdiction.
10. LIMITATION OF LIABILITY
10.1 Waiver of Consequential Damages
Notwithstanding anything contained elsewhere, the Parties mutually agree to waive, to the fullest extent permit by law, any claim, liability, prayer or recovery of any indirect, incidental, consequential, special, exemplary, punitive damages, losses, damages, costs or expenses or any lost profits or of contracts, lost goodwill, lost business, lost general overhead, loss of reputation, loss of market share, loss of data, loss of anticipated savings in connection with or arising out of this agreement (even if such party has been advised of the possibility of such damages, whether based on an action or claim in contract, equity, negligence, tort or any other theory) arising from any provision for whatsoever or reason of this Agreement.
10.2 Limitation on Direct Damages
Subject to section 10.1 and in consideration for the fees as set forth in this Agreement, in no event shall LICENSOR’s or its Licensor’s or Supplier’s total aggregate liability under this Agreement and any relevant SOW exceed the total fees, costs or expenses (including license or subscription fees) paid by LICENSEE to LICENSOR’s under this Agreement (or if no fees have been paid, then a total amount of USD 1000), without regard to whether such claim is based in contract, tort (including negligence), product liability or otherwise.The Parties agree that the fees set forth in this Agreement reflect the limitation on warranties and liability and the allocation of risk, under this agreement. These limitations shall apply notwithstanding any failure of the essential purpose of the remedy.
10.3 Essential Purpose.
The essential purpose of this Section 10 is to limit the potential liability of the parties arising under this Agreement. The parties acknowledge that the limitations set forth in this Section 10 are connected to the amount of consideration levied in connection with the license of the CloudEnsurePlatform and that, were LICENSOR to assume any further liability, such consideration would, out of necessity, have been set much higher.
11. GOVERNING LAWS
11.1 Governing Law
The Agreement and SOW shall be governed by and construed in accordance with the laws of the Republic of India excluding its conflicts-of-law’s provisions, which would refer construction hereof to the laws of another jurisdiction. Save and except the remedies of equitable relief, interim relief, or interim measures, Parties shall be bound to refer the disputes to mediation and arbitration in accordance with the provisions of the Agreement, and each party to this Agreement hereby irrevocably submits to the non-exclusive jurisdiction of the Courts at Bengaluru for the purpose of seeking equitable relief, interim relief, or interim measures. It is hereby clarified that the Parties shall have the discretion to seek equitable relief, interim relief, or interim measures or enforce any award in any court of competent jurisdiction (a) before commencement of arbitral proceedings as per the provisions below, or (b) during arbitral proceedings, or (c) at any time after the making of the award by the arbitral tribunal but before it is enforced.
11.2 Mandatory Mediation
The Parties agree that all disputes, claims, or controversies arising out of or relating to this Agreement shall be first be raised to the other parties’ project manager and discussed between the two project managers.
11.3 Binding Arbitration
In the event of a dispute which is unresolved for a period of sixty (60) days after the meeting of the project managers, the Parties shall agree to resolve the controversy by final and binding arbitration through a sole arbitrator appointed by the Parties on mutual consent basis in accordance with the Indian Arbitration and Conciliation Act, 1996 including any amendments thereon. The venue of arbitration shall be at Bengaluru. The arbitration shall be conducted in English language. The costs of arbitration shall be borne as per the award.
11.4
To the extent not prohibited by applicable law, LICENSOR and LICENSEE agree that written or oral statements or offers of settlement made in the course of the dispute resolution process set forth in this Section will be Confidential Information and will not be offered into evidence, disclosed, or used for any purpose other than the dispute resolution process; and will not add up to an admission or waiver of rights. LICENSOR and LICENSEE agree to continue performing their respective obligations under this Agreement while a dispute is being resolved.
12 MISCELLANEOUS
12.1 Amendment
This Agreement may not be amended or modified by the Parties in any manner, except by an instrument in writing signed on behalf of every of the parties to which such amendment or modification applies by a duly authorized officer or representative.
12.2 Notices
Any notice or other communication to be given hereunder will be in writing and given by facsimile, post-paid registered or certified mail return receipt requested, or electronic mail (with a copy concurrently mailed as set forth above). The date of receipt shall be supposed to be the date on which such notice is given. Notice hereunder will be directed to a Party at the address for such party set forth in the first paragraph of this Agreement. Either Party may change its address for notice purposes hereof on written notice to the other Party in accordance with this Section.
12.3 Independent Contractor
Neither Party shall, for any purpose, be deemed to be an agent of the other Party nor the relationship between the Parties shall only be that of independent contractors. Neither Party shall have any right or authority to assume or create any obligations or to form any representations or warranties on behalf of the other Party, whether express or implied, or to bind the opposite Party in any respect whatsoever.
12.4 Sub-Contracting and Assignment
Neither Party shall without the prior written consent of the other Party assign, sub-contract, transfer or part with any right or obligation under this Agreement nor any part of them nor delegate any of its responsibilities or obligations hereunder, provided always that where a Party grants such consent to the other Party to sub-contract any of its obligations under this Agreement, the other Party shall be liable for the acts and omissions of the sub-contractor, and shall ensure that such sub-contractor’s delivery in connection with this Agreement conforms to the requirements of the Agreement. Provided however that, such consent shall not be unreasonably withheld by the Parties.
12.5 Force Majeure
In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than a payment obligation) due to any act of fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the party invoking this Section, and if such party shall have used its best efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and therefore the time for the performance shall be extended for the amount of delay or inability to perform thanks to such occurrences. Notwithstanding the foregoing, if such party is not able to perform within thirty (30) business days after the event giving rise to the excuse of force majeure, the other party may terminate this Agreement, without prejudice to the rights of the first party. Force majeure is not effective to delay payment for more than ten (10) business days.
12.6 Entire Agreement
This Agreement together with its Exhibits contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and/ coexistent agreements or understandings, written or oral, between the parties with reference to the subject matter hereof.
12.7 Publicity
Each Party hereby grants to the other Party a non-exclusive, non-transferable right to use such party’s company’s name and logo solely to identify such party as a business partner of the other party. Each Party will adhere to the other Party’s guidelines in logo, brand, and trademark usage, provided that the other Party provides sufficient information relating to such guidelines.
12.8 Remedies Not Exclusive
Except as expressly provided herein, no remedy specified in the Agreement or in any SOW is intended to be exclusive of any other remedy, also each & every remedy are going to be cumulative and additionally to each other right or remedy provided herein or available at law or in equity.
12.9 Survival
Any provision of the Agreement or any SOW that contemplates performance or observance subsequent to termination or expiration of the Agreement or such SOW (including confidentiality and Personal Data protection and limitation of liability) will survive termination or expiration of the Agreement or such SOW, as applicable, and continue in full force and effect thereafter.
12.10 Construction of Documents
Each Party in entering this Agreement has relied upon the advice from their own independent counsel. This Agreement was negotiated and drafted jointly by or on behalf of the Parties to this Agreement and shall not be interpreted against any Party on the basis that such Party or their attorney drafted any of its provisions.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed by its duly authorized officers.
Larsen & Toubro Infotech Limited
By:______________________
Name:___________________
Title :_____________________
Date:_____________________
LICENSEE [Insert name of the Licensee]
By:______________________
Name:___________________
Title :_____________________
Date:_____________________