Enterprise Agreement - ESRI, Inc. - ArcGIS Hub Renewal

Home Browse Search

5. When the Case isresolved, Tier 2Support will communicate the information hoTier i He|pDesk, and Tier 1HapDesk will disseminate the resolution (othe uoer(m). This Agreement wil�lnot keconstrued or interpreted as amexclusive dealings agreement or Customer's endorsement ofProducts. Either party may publicize the existence of this Agreement. 7.0~ADMINISTRATIVE REQUIREMENTS Ii OEM Licenses. Under EornOEM nrSolution OEM programs, OEM partners are authorized to embed or bundle portions cfEnriproducts and services with their application mrservice, OEM partners' business model, licensing terms and conditions, and pricing are independent of this Agreement. Customer will not seek any discount from the OEM partner orEshbased mnthe availability ofProducts under this Agreement. Customer will not deuoop8aEmhproducts or services from the OEM partners' application or service. 7.2AnnuoUReport ofDeployments. Adeach anniversary date and ninety (@O) calendar days prior tothe expiration ofthis Agreement, Customer will provide Eoriwith mwritten report detailing all Deployments. Upon request, Customer will provide reoordasufficient toverify the accuracy cfthe annual report. ADNNHSTRAlxVE PROCIEDURE,s,DELtVERY,AND DEPLOYMENT 8.1 Orders, Delivery, and Deployment a. Upon the Effective Date, Eariwill invoice Customer and provide Authorization Codes to activate the nondestructive copy protection program that enables Customer todownload, openate, or allow access to the Products. If this is a mu|ti'yemrAgreomnent. Eari may invoice the Fee before the annual anniversary date for each year. b. Undisputed invoices will bedue and payable within thirty (30) calendar days from the date of invoice. Emri"afedena| |O number is 05-2775'732. c:. If requested, Eeh will ship backup media tothe ship -to address identified omthe Ordering Document, FOB Destination, with shipping charges prepaid. Customer acknowledges that should sales mruse taxes becomedue ase result of any shipments oftangible nmedim. Eari has oright toinvoice and Customer will pay any such sales oruse tax associated with the receipt of tangible media. 8^2Order Requirements. Eehdoes not require Customer toissue apurchase order, Customer may submit apurchase order imaccordance with its own process meguinemento, provided that if Customer issues apurchase order, Customer will submit its initial purchase order onthe Effective Date. |fthis |semulti-year Agreement, Customer will submit subsequent purchase orders LoEahsdleast thirty (3O)calendar days before the annual anniversary date for each year. a. All orders pertaining tmthis Agreement will bm processed through Customer's centralized point of contact. b. The following information will bmincluded in each Ordering Document: (1) Customer name; Earcustomer number, if known; and bill -to and ship -to addresses (2) Order number (3) Applicable annual payment due 9.0~�MERGERS,Ac(juUs00ONS,OR DIVESTITURES |fCustomer ismcommercial entity, Customer will notify Esh in writing in the event of(i) a consolidation, morger, urreorganization ufCustomer with orinto another corporation orentity; (H) Customer's acquisition mfanother entity; or (iiQ a transfer orsale ofall orpart ofC}mabome�s- orgonizaLiom(oubnmctionni ii.and ||i.00UKectiw*|y referred toao"Ownership Chmnge').There will be nodecrease imFee aoaresult ofany Ownership Change. 9'1 |fmnOwnership Change increases the cumulative program count beyond the maximum |emaUfor this Agreement, Eori reserves the right toincrease the Fee mrterminate this Agreement and the parties will negotiate anew agreement. 9'3|femOwnership Change results |ntransfer or oa|a of portion of Customer's urganizmtkom, that portion of Customer's organization will transfer the Products to Customer or uninstuU. nymowa.