Common use of Contractual Documents Clause in Contracts

Contractual Documents. 2.1 The Agreement consists of these Evaluation Service Terms and the SOW these documents apply to the Agreement to the exclusion of any other terms that the Prospect seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing (to the extent permitted by law) including without limitation any terms in any purchase order. 2.2 In the event of any conflict between the Evaluation Service Terms and the SOW, the following order of precedence shall apply: 2.2.1 these Evaluation Service Terms 2.2.2 the SOW 3 Intellectual Property 3.1 The ANSYS Group shall own the ANSYS Background IPR and the Prospect shall own the Prospect Background IPR. 3.2 ANSYS shall licence (or procure the licence of) the ANSYS Background IPR to the Prospect solely as necessary for the Prospect to receive the benefit of this Agreement. 3.3 The Prospect shall licence the Prospect Background IPR to each member of the ANSYS Group and their subcontractors solely as necessary for the provision of the ANSYS Evaluation Services and performance of this Agreement. 3.4 Notwithstanding any provision of this Section 3, the Agreement shall not afford the Prospect any existing or future rights in software or know-how, owned, developed or licensed by ANSYS and/or its Affiliates including, but not limited to, any software or know-how developed or used in connection with the ANSYS Evaluation Services, and shall not modify any licensing or other agreement between the Prospect and ANSYS and/or its Affiliates. 3.5 Prospect acknowledges that ANSYS provides evaluation services, consulting and mentoring services to other Prospects and/or customers and agrees that nothing in this Agreement shall be deemed or construed to prevent ANSYS from carrying on such business or developing for itself or others materials that are competitive with those produced as a result of the ANSYS Evaluation Services provided hereunder, irrespective of their similarity to the Deliverables provided hereunder, as long as ANSYS is in compliance with any confidentiality obligations under this Agreement or any existing written non-disclosure agreement between the Parties. 3.6 ANSYS hereby grants Prospect, a non-exclusive, perpetual license to use the Deliverables for an unlimited term and geographical scope solely in connection with the ANSYS Evaluation Services. 3.7 The Prospect shall obtain any licences required for using any Third Party Software. ANSYS shall not be responsible for obtaining any licence of the Third Party Software for the Prospect or the performance of the Third Party Software.

Contractual Documents. 2.1 The Agreement consists of these Evaluation Service Terms and the SOW and these documents apply to the Agreement to the exclusion of any other terms that the Prospect seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing (to the extent permitted by law) including without limitation any terms in any purchase order. 2.2 In the event of any conflict between the Evaluation Service Terms and the SOW, the following order of precedence shall apply: 2.2.1 these Evaluation Service Terms 2.2.2 the SOW 3 Intellectual Property 3.1 The ANSYS Group shall own the ANSYS Background IPR and the Prospect shall own the Prospect Background IPR. 3.2 ANSYS shall licence (or procure the licence of) the ANSYS Background IPR to the Prospect solely as necessary for the Prospect to receive the benefit of this Agreement. 3.3 The Prospect shall licence the Prospect Background IPR to each member of the ANSYS Group and their subcontractors solely as necessary for the provision of the ANSYS Evaluation Services and performance of this Agreement. 3.4 Notwithstanding any provision of this Section 3, the Agreement shall not afford the Prospect any existing or future rights in software or know-how, owned, developed or licensed by ANSYS and/or its Affiliates including, but not limited to, any software or know-how developed or used in connection with the ANSYS Evaluation Services, and shall not modify any licensing or other agreement between the Prospect and ANSYS and/or its Affiliates. 3.5 Prospect acknowledges that ANSYS provides evaluation services, consulting and mentoring services to other Prospects and/or customers and agrees that nothing in this Agreement shall be deemed or construed to prevent ANSYS from carrying on such business or developing for itself or others materials that are competitive with those produced as a result of the ANSYS Evaluation Services provided hereunder, irrespective of their similarity to the Deliverables provided hereunder, as long as ANSYS is in compliance with any confidentiality obligations under this Agreement or any existing written non-disclosure agreement between the Parties. 3.6 ANSYS hereby grants Prospect, a non-exclusive, perpetual license to use the Deliverables for an unlimited term and geographical scope solely in connection with the ANSYS Evaluation Services. 3.7 The Prospect shall obtain any licences required for using any Third Party Software. ANSYS shall not be responsible for obtaining any licence of the Third Party Software for the Prospect or the performance of the Third Party Software.

Contractual Documents. 2.1 The Agreement consists pre-contractual negotiations may only be regarded as a commitment on the behalf of these Evaluation Service ALGECO insofar as they have been confirmed in writing by AL- GECO. Before formulating the contractual offer, the customer is expected to communi- cate all the relevant information and spe- cific restrictions related to its project and the location thereof. In case of failure to or delay in communicating the above- mentioned information and restrictions, they shall not be considered binding on ALGECO. The commitment between the parties shall only come into effect after receipt of the order from the customer and the writ- ten acceptance of the order by AL- GECO. Subject to provisions that have priority over the present General Terms and Conditions of Sale, the SOW these documents apply contractual doc- uments (hereinafter referred to as the Agreement to ‘Contract’) consist of the exclusion following docu- ments, arranged in order of importance: 1. the accepted offer with the cost esti- mate and the Special Terms and Con- ditions; 2. the quantitative description and its ap- pendices, where applicable; 3. any other terms that appendices; 4. the Prospect seeks to impose or incorporate, or which are implied by trade, custom, practice or course plans; 5. the present General Terms and Condi- tions of dealing (to the extent permitted by law) including without limitation any terms in any purchase order. 2.2 Sale. In the event of any conflict between the Evaluation Service Terms and contents of the SOWabove-mentioned docu- ments, the following order of precedence higher ranked document shall apply: 2.2.1 these Evaluation Service Terms 2.2.2 prevail. Any corrections or changes made in the SOW 3 Intellectual Property 3.1 The ANSYS Group Contract during the execution shall own the ANSYS Background IPR and the Prospect shall own the Prospect Background IPR. 3.2 ANSYS shall licence (or procure the licence of) the ANSYS Background IPR to the Prospect solely as necessary for the Prospect to receive the benefit of this Agreement. 3.3 The Prospect shall licence the Prospect Background IPR to each member of the ANSYS Group and their subcontractors solely as necessary for the provision of the ANSYS Evaluation Services and performance of this Agreement. 3.4 Notwithstanding any provision of this Section 3, the Agreement shall not afford the Prospect any existing or future rights be recorded in software or know-how, owned, developed or licensed by ANSYS and/or its Affiliates including, but not limited to, any software or know-how developed or used in connection with the ANSYS Evaluation Services, and shall not modify any licensing or other a written agreement between the Prospect parties. The materials specified in the offer for fulfilling the customer's professional needs shall be chosen by the customer at its sole responsibility and ANSYS and/or its Affiliates. 3.5 Prospect acknowledges that ANSYS provides evaluation servicesit is com- pletely free to decide, consulting and mentoring services to other Prospects and/or customers and agrees that nothing in this Agreement with the help of AL- GECO, the technical specifications thereof. The customer shall be deemed to have fulfilled, before the commencement of the activities or construed to prevent ANSYS from carrying on such business delivery of the services or developing for itself or others materials goods by ALGECO, all the administra- tive formalities that are competitive with those produced as a result required for the installation of the ANSYS Evaluation Services provided hereundermaterials and/or the execution of the works, irrespective whereby AL- GECO is also discharged of their similarity any liability for problems or delays with respect to obtaining the respective approvals and administrative documents. Therefore, the customer undertakes to submit the supporting documents for the necessary permits prior to the Deliverables provided hereunderdelivery and to inform ALGECO of all possible difficulties it might encounter in obtaining these permits. If it fails to do so, the de- livery or the execution of the works may be postponed and/or suspended at the expense of the customer. All transportation and deliveries are in- sured, starting from the site or locations of ALGECO, by the carriers authorised for this purpose by ALGECO. Transpor- tation and deliveries shall be carried out at the expense of the customer to the ad- dress mentioned in the Contract, taking into account the regulatory traffic re- strictions. The delivery site must be freely accessi- ble for the vehicles on the agreed date and it must be possible for a lorry with an open load floor and atotal permitted load capacity of 40 T or a lifting device to carry out driving and unloading manoeuvres at the site. The treatment and protection of the floors as long well as ANSYS is in compliance with repair of any confidentiality obligations under this Agreement or any damage to the existing written non-disclosure agreement between floor possibly caused by the Parties. 3.6 ANSYS hereby grants Prospect, a non-exclusive, perpetual license vehicles shall be at theexpense of the customer. The same applies to use the Deliverables for an unlimited term and geographical scope solely in connection with the ANSYS Evaluation Services. 3.7 The Prospect shall obtain any licences ap- proval applications required for using any Third Party Software. ANSYS shall not be responsible for obtaining any licence of the Third Party Software for the Prospect transpor- tation or the performance of the Third Party Softwareunloading operations (in relation to parking prohibitions, road blockages) and signposting.