Direct Supply Manufacturing, Inc. Software Terms

Definitions. For purposes of this Agreement: “Code” means both human readable programming statements that are compilable or interpretable into a machine readable program (the “Source Code”) and the executable machine readable computer programs that are derived from Source Code and are capable of affecting or controlling the operation of the programmable device or system (the “Object Code”) related to the Software or any enhancements. “Documentation” means any user manuals, help documents, and other written documentation provided with the Software or made generally available to end users of the Software.

Grant of License/Restrictions on Use. You shall permit access to and/or deliver, as applicable per our request, to us and our customers the Software and accompanying Documentation as provided with each order. You grant to us and our customers a limited, restricted, non-exclusive, worldwide, fully-paid, non-transferable (except to our customers and their facilities) license to access through the Internet or install, as applicable, and the right to use the Software, in machine readable Object Code form and to use related Documentation provided by you in connection with the Software, Products and/or Services only for our and/or our customer’s lawful business purposes. Consistent with the nature of this Agreement, we may assign, sublicense, lease, or otherwise transfer the Software, Documentation and/or any portion thereof to our customers and/or their facilities, provided that such reproduction shall be solely for the use of us or our customers (or their facilities) and each of our and their respective employees (e.g. training purposes) and provided that any such reproductions shall be subject to any Software license materials you include with the Software, Product or Service, as applicable, or is subject to those terms you and we agree to incorporate into our contract or terms and conditions with such customer.

Restrictions on Use. Except with your prior consent or as otherwise expressly permitted in this Agreement, we shall not, and will not knowingly permit any customer, employee, authorized user, or other third party to (i) use or copy the Software or Code; (ii) modify, decompile, or otherwise reverse engineer any Source Code; (iii) translate, extract or “cut and paste” the Code into any other software code; (iv) commercially distribute the Software except to our customers and their facilities as provided in bona fide order from our customers or their facilities; or (v) remove, obscure, or modify any copyright or other notices included in the Software.

Ownership of Rights. In the event that only Supplier’s existing Software and/or Code is being licensed to our customers, and no changes have been made beyond adding a DSM brand/logo, You retain exclusive right, title and interest in and to the Software and Code and all copies or portions thereof all as delivered to us or our customer, as applicable, including all intellectual property rights, and all applicable rights to patents, copyrights, and trademarks in and to the same will be and remain your property. However, all other Works arising out of or relating to the Software and/or Code are DSM’s sole and exclusive property and DSM is deemed to be the inventor, owner, creator, and author of such Works. To the extent any Works are found not to be work for hire, Supplier will assign and transfer (and if applicable cause its Staff to assign and transfer) to DSM all rights, title, royalties, and interest in and to such Works and cooperate with DSM and execute, upon DSM’s request, a signed transfer of all such rights, consent and waiver to any moral rights, and other documentation reasonably required for DSM to secure its rights to such Works. Supplier and Supplier’s Staff will promptly disclose to DSM all Works made or conceived by them arising out of or related to the software and/or Code. Upon DSM’s request, Supplier will deliver to DSM, all such Works, records, and information, together with any written or electronic material related thereto. Neither Supplier nor any of its Staff shall apply or file any document for any patent, trademark or copyright for any Work. Supplier will be responsible for breaches by this section by its Staff.