Project General information

Project Name
Supplier Name

Honda Project Owner/Manager

Honda Stakeholders
Legal
Term
Project background
Project cost ($)
 Project General information
Genesys (Software developer)
Aria: Aria is a reseller.
Genesys is the software developer.
Andrew Lee
Andrew Lee, Piyush Gupta, Anil Dubey
Nina Holly
3 Years
Address filling tool. Its going to be used by Honda call centers for work flow optimization for contact center.
License Cost: $366158.70 and Maintenance Fee: $242406 for 3 years.
 Aria/Genesys: Issue
* Honda Language: Text in Red in column B is the Honda language on which supplier did not agree initially.
* Resolution/Final: Text which is underlined in column E is the final language which both parties agreed on either inserted by supplier of proposed by Buyer.
* Text in Italic its a clause language.
* Redlined draft and Final Copy of the agreement: Click here
S.
No Clause Honda Language
1 1: Order by Affiliate – first 1. Buyer’s Affiliates, as defined herein, may acquire Software
paragraph directly from Supplier under the same or better terms and
conditions as contained in this Agreement by issuing an Order, as
defined herein, under its corporate name and referencing this
Agreement, which shall constitute a separate agreement with
Supplier.
2. Any default under such Order or otherwise under this Agreement
by Buyer or Affiliate shall not constitute an event of default by any
other Affiliate of Buyer or Buyer, respectively under any other
Order or this Agreement.
3. Any default under such Order or otherwise under this Agreement
by Buyer or Affiliate shall not constitute an event of default by any
other Affiliate of Buyer or Buyer, respectively under any other
Order or this Agreement.

2 1: Order by Affiliate– second Buyer and any Affiliate party to an Order may, upon written notice
paragraph to the Supplier, transfer their respective licenses under this
Agreement to any Affiliate as needed with no additional cost or
penalty.

3 2: Orders Supplier shall provide the Services and Software, including but not
limited to Support Services, as defined herein, specifically described
in the Orders as agreed to in writing and acknowledged by the
parties from time to time (each, an “Order”), together with any
other services described in this Agreement (collectively, the
“Services”).

4 3A: License Grant Unless otherwise specified in the applicable Order, Supplier hereby
grants to Buyer a worldwide, perpetual, nonexclusive, irrevocable
right and license…...Buyer may make full use of the Software from
any geographic location……

5 3B: License Grant Authorized Users: …...Buyer may permit use of the Software by
third party service providers, contingents, contractors,…….
6 3D: Downgrades
7 3H: Restrictions
8 K: Title and Interest to Software Clause was inserted by Supplier and we made changes in that
(Inserted by Supplier)
If any Software covered by this Agreement is downgraded to a
lower group, tier or class system level, Supplier shall prorate
Customer with a refund of any prepaid maintenance and assign
Customer and/or Authorized User(s) use of such downgraded
hardware, software, and system. Any and all warranties for this
downgraded Software will be made available to Customer.
Buyer agrees not to reverse engineer or reverse compile the
Software. Additionally, other than as allowed per this Agreement,
Buyer agrees not to encumber or transfer the Software, or any of
Buyer’s rights therein, to any other party without the prior written
consent of Supplier, which consent shall not be unreasonably
withheld.
language.
9 4B: Renewal Support term For the first five (5) years of the applicable Order, the Support
Service Fees shall be locked at the rate set forth in such Order and
for each of the succeeding years shall be the previous year’s annual
Support Service Fees plus an increase equal to the change in the
Producer Price Index for the previous year. If the Producer Price
Index has decreased in the previous year, there shall be no decrease
in the Support Service Fees for the next succeeding year.

10 4D: Maintenance Re-Instatement If and when Buyer’s maintenance support fees lapse and/or Buyer
Fees. terminates the Support Services, Buyer has the right to re-instate
such support without any penalty at the support fees set forth in
the applicable Order.

5C. Installation. If applicable, Supplier shall install the Software by the date set
forth in the applicable Order. The Software shall be considered
“installed” when it has been downloaded and configured such that
it is executable and may be used as contemplated by Buyer .
Supplier shall assume all costs and expenses associated with
installation of the Software.

11 5: Acceptance Honda standard for acceptance is to provide

notice/acknowledgment to supplier for the final acceptance after
the testing period.
12 12C: Software. Supplier represents and warrants to Buyer that, during the one
hundred and eighty (180) day period following the date on which
the Software is installed (the “Warranty Period”), the Software will
substantially perform in accordance with the Documentation. If
Buyer, within the Warranty Period, notifies Supplier of any breach
of the foregoing warranty, Supplier shall, at its option, repair or
replace the defective Software at its sole expense. The Warranty
Period shall extend by a period equal to any periods during which
the Software fails to conform to the foregoing warranty. If Supplier
is unable to repair or replace the defective Software within thirty
(30) days or such longer period as may be mutually agreed upon
by the parties, Buyer may terminate the applicable Order, or
portion thereof, and Supplier shall thereupon refund to Buyer any
and all fees previously paid by Buyer to Supplier pursuant to the
portion(s) of the Agreement terminated. Upon any such
termination, Buyer shall return to Supplier at Supplier’s sole cost
and expense, delete or destroy the Software.

13 13B. Infringement Indemnities.
Supplier obligations to Buyer hereunder shall not in any way be
diminished to the extent such Claim is based, in whole or in part,
upon the combination of any Infringing Item furnished by Supplier
hereunder with any other service, product or program not
furnished, recommended or approved by Supplier, or upon any
modification not made, recommended or approved by Supplier,
provided that such Infringing Item is being used by Buyer for its
intended purpose or such modification is made in connection with
use of the Infringing Item for its intended purpose.

14 16A. Termination for Convenience. Upon fifteen (15) days written notice to Supplier, Buyer may
terminate this Agreement and/or any applicable Order with or
without cause. Upon such termination for convenience, Buyer’s sole
liability to Supplier will be to pay Supplier for the Support
Maintenance Services performed and/or Software delivered prior
to the effective date of such termination, including without
limitation, any payment liabilities incurred by the Supplier under
an Order at the time of the termination.
15 16B: Termination for Cause If either party commits any breach of any term, condition, or
covenant contained in this Agreement and 1. If Supplier does not
rectify such breach within fifteen (15) days from the receipt of a
written notice from Buyer

16 16C: Other Grounds of termination The parties agree that Buyer has the right to terminate Support
Services without terminating the License if:
b. There is a substantial change in the ownership of the Supplier
whether resulting from merger, acquisition, consolidation,
nationalization or otherwise, or another person, firm, company,
corporation or other organization acquires control of Supplier
(except for an internal reorganization among Supplier Affiliates);
or.......

17 21F: Force Majeure
Force Majeure. If by reason of acts of God, winds, fires, epidemics,
landslides, floods, droughts, acts of public enemies, acts or orders of
any kind of any governmental authority, insurrection,
…………….During the period of Force Majeure Event, Buyer is
entitled to cancel the Order with no liability and purchase the
Services elsewhere.
 Aria/Genesys: Issue Log

d by supplier of proposed by Buyer.

Supplier Issue
Supplier is fine with the proposed approach for a separate
agreement with each Affiliate, but do not see how privity of
contract is made as between Supplier and Affiliate through the
affiliate signing the Order but not the Agreement itself.
Language is required to ensure that the Affiliate (which is not
signing the SLSA, but only the Order) is bound by the SLSA? It is
important for Supplier to know that the Affiliate is bound by the
Order and the terms of this Agreement when it purchases the
Supplier licenses.

We need discuss and understand the intent of the request to

permit the transfer as between Affiliates and the Buyer with no
additional cost or penalty. Not all transfers are allowed under
reseller arrangement.

We note that the SLSA is also set up as a services agreement. In

order to avoid confusion between the Maintenance Services
contemplated under this SLSA and the services to be provided
under the current Master Services Agreement between Honda
North America Inc. and Supplier, we suggest that we add a
definition to confirm that the services under the SLSA relate
solely to the Maintenance Services.

The license granted is typically revocable based on the

agreement. Geographic rights are dependent on order and
pricing may differ by regional deployment. Genesys will not
permit an irrevocable license or a license in perpetuity.

Use of the software by third party service providers may not be

permitted – we need to discuss intent, but the licensing prohibits
use in a service bureau and other types of arrangements that
would have provisions of “re-use”.
Supplier concern for this clause was for the maintenance fees.
Per supplier maintenance is non refundable.

Supplier replaced the entire clause with their own language.

Main concern were;
1. Buyer shall not directly or indirectly: (i) copy (ii) modify or
create Derivative Works of the Software (iii) decompile,
disassemble or otherwise reverse engineer (iv) encumber, time-
share, assign, rent or lease (v) use the Software to provide any
service bureau services;
2. any third party technology provided as part of a product
hereunder is limited to use only with such product.
3. For the purposes of this Agreement, “Derivative Works” means a
new or modified work that is based on or derived from all or any
part of the Software

The entire language was inserted by supplier. Main points were;

.......... All copies of the Software and any of Supplier’s Intellectual

Property shall remain the property of Supplier (or its licensors or
suppliers). Buyer (on behalf of itself and its personnel) hereby
assigns to and, if applicable, waives in favor of Supplier, all rights,
title and interest in and to (i) any modifications or improvements
to the Software or Derivative Works that are made by or for Buyer
or its employees, agents or contractors; (ii) any invention or
creation made by or for Buyer or its employees, agents or
contractors that is based upon or uses all or any portion of the
Software or Supplier’s Confidential Information and (iii) any
report, feedback or other information concerning the Software
provided by Buyer to Supplier hereunder.
Initially Supplier deleted the entire Honda Clause language.

Initially Supplier deleted the entire Honda Clause language.

Supplier had rejected the language where it says that the

Supplier would bear the cost for installment of the software.

Supplier deleted the language by making it a deemed acceptance

on delivery.
Supplier had issues wit the languages in red in column C.

Supplier had rejected the language in red.

The language in red was inserted by the Supplier.

Supplier was not agreeing to the 15 days period to rectify the
breach mentioned in the clause.

Supplier initially rejected the language.

Supplier had the issue with the language in Red.

 Resolution/Final
* Privity here means party can only be sued by other party to the
contract, no other related party will have right to sue any of the
party to the contract.
* The Honda language was made mutual after the negotiation by
adding the language reads as "nor will the supplier have any
obligation set forth in such order to Buyer or any other affiliates
that are not party to such order".
* Point 3 was also made mutual by adding "Any default by
supplier under an order, or under this agreement in connection
with such order, shall constitute an event of default by supplier
only with respect to buyer or any of its Affiliates that are party to
such Order".

As per Honda standard language Honda should be able to

transfer the software to its Affiliates without any additional cost
and each Affiliate should have the right to use the software.
Eventually, supplier agreed to it by adding a language reads as
"persuate to the terms of this Agreement and the applicable
order", which means that such Affiliates to whom the software
would be transferred will also be bound by the terms and
conditions of this agreement.

In order to avoid any confusion between the word "Service" and

"Maintenance Service". The word "Service" of Master agreement
was replaced by the word "Maintenance Service". Maintenance
service now includes the service described in the Order along
with any other service described in this agreement.

The word "Worldwide" was removed. We pushed for perpetual

and irrevocable license and the supplier later on agreed with and
insertion of the language which reads as " Supplier hereby grants
to Buyer a perpetual, nonexclusive, irrevocable (accept as
otherwise provided in this agreement)".

Authorized User under Honda standard language includes "third

party service providers, contingents, contractors, and/or
associates (the “Representatives”) of itself and/or its Affiliates".
Supplier was not agreeing to the third party service provider as
mentioned in the comment "use in a service bureau". Service
bureau here means processing of third party data by this
software. The language was finalized by the insertion which
excludes the "use in a service bureau".
It was decided that in the event of such downgrade Buyer shall
be installed to the prepaid maintenance fees but not for the year
in which the downgrade occurs. However, for any subsequent
contract year.

After some minor changes the final language is;

1. Buyer shall not directly or indirectly: (i) accept as expressly

provided herein copy…. .

Under the definition of derivative work Supplier's authorization

was made mandatory.

Final language accepted is;

All copies of the Software shall remain the property of Supplier (or
its licensors or suppliers). Buyer (or its licenser or supplier)
retains its right, title and interest in and to all of Buyer's
intellectual property and associated intellectual property rights, if
any, embodied therein. To the extent applicable and provided that
no confidential information of Buyer or its affiliates is used or
incorporated, unless otherwise set forth in an Order, Buyer hereby
waives in favor of supplier, all rights, title and interest in and to (i)
any modification and improvement to the software or derivative
works that are made by Supplier; and (ii) any invention or
creation made by Supplier that is based upon or uses all or any
portion of the software or Supplier's confidential information.
We rejected the deletion and reinstated the clause by giving
them the reason reads as The renewal support provision should
be included in the master agreement to provide a baseline for
future orders. Any changes to these renewal terms can be
agreed to in the applicable order. Below is the final language:

Unless otherwise set forth in the applicable Order, for the first five
(5) years of the applicable Order, the Support Service Fees shall be
locked at the rate set forth in such Order and for each of the
succeeding years shall be the previous year’s annual Support
Service Fees plus an increase equal to the change in the Producer
Price Index for the previous year. If the Producer Price Index has
decreased in the previous year, there shall be no decrease in the
Support Service Fees for the next succeeding year.

By inserting the underlined line above is to keep the option open

to change the provision for a specific Order.

The final language is;

Unless otherwise set forth in the applicable Order if and when

Buyer’s maintenance support fees lapse and/or Buyer terminates
the Maintenance Services, Buyer shall pay a reasonable re-
instatement fee in order to re-instate such support at the support
fees set forth in the applicable Order.

We had to change the language a bit as the supplier was not

agreeing to the original language. However, even after the change
we would not be paying any penalty or re-instatement fees
which was the basic intent behind this clause.

The final language is;

Unless otherwise set forth in the applicable Order Supplier shall

assume all costs and expenses associated with installation of the
Software.

As required by the software provided by the Supplier and after

discussing it in detail, the final language is;

The Software shall be deemed to be “Accepted” by Buyer on the

date of Delivery.
The final changes after the negotiation is;

1. We agreed on removing the word "represents".

2. Warranty period was reduced to 90 days after having it
discussed internally.
3. We agreed on removing the extension of warranty period after
having it discussed internally.
4. Portion of the agreement was replaced with Order as required
by the transaction.

The final language after the negotiation is;

The foregoing indemnity obligation, and the warranty given in Article 13B
hereof, shall not extend to any claims of infringement (which, for the
purposes of this Section, include claims of contributory infringement,
contribution to infringement and inducement to infringe) arising out of or
related to: (i) a modification of the Software by anyone other than
Supplier (ii) a combination of the Software with any other technology,
information, products or services not provided by Supplier, including
without limitation, any third party software, network or hardware where
such combination is the cause of such infringement; provided that such
combination is not necessary for use of the infringing item for its intended
purpose (iii) the use of a version of the Software other than the then
current release if infringement would have been avoided with the use of
the then current release; (v) use of the Software if the infringement would
have been avoided if the Software had been used in accordance with the
Documentation; (vi) Buyer use of the software outside of North America
(vii) any Software which is a third party product, in which case, Supplier
shall flow through to the Buyer any available indemnities provided by
such third party supplier as permitted under the terms of the applicable
distribution agreement

The final language after the negotiation is;

Upon fifteen (15) days written notice to Supplier, Buyer may

terminate this Agreement and/or any applicable Order with or
without cause. Upon such termination for convenience, Buyer’s
sole liability to Supplier will be to pay Supplier for the Support
Maintenance Services performed and/or Software delivered prior
to the effective date of such termination, including without
limitation, any payment liabilities incurred by the Supplier under
an Order at the time of the termination.
After the negotiation and with internal discussion we agreed to
increase the period to 60 days.

The final language after the negotiation is;

Without the prior written consent of the Buyer (which consent

shall not be unreasonably withheld and shall be provided within a
commercially reasonable period of time), there is a substantial
change in the ownership of the Supplier whether resulting from
merger, acquisition, consolidation, nationalization or otherwise,
or another person, firm, company, corporation or other
organization acquires control of Supplier (except for an internal
reorganization among Supplier Affiliates); or

The final language after the negotiation is;

Force Majeure. If by reason of acts of God, winds, fires, epidemics,
landslides, floods, droughts, acts of public enemies, acts or orders
of any kind of any governmental authority, insurrection,
…………….If requested by Buyer, Supplier will, within two (2)
business days of Buyer’s request, provide adequate assurances that
the delay in Supplier’s performance resulting from such Force
Majeure Event will not exceed ten (10) business days. If the delay
last more than ten (10) business days or Supplier does not provide
such adequate assurances, Buyer is entitled to cancel any Order
with no liability and to purchase the Maintenance Services
elsewhere.
Redlined Draft:

Final Copy:
C:\Users\FShah\
Desktop\aria\Final Execute
Language in RED is inserted by supplier

Clause # Language
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AND BUYER
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AND 17.
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AND WARRANTIES.
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direction hereunder
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(including
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OFdamage
or MERCHANTABILITY
not to or loss
furnished, of any
recommended
OR tangible or
FOR A
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AND WARRANTIES. Supplier
PARTICULAR
caused shall
by the defend,
PURPOSE. indemnify
SUPPLIER and hold
DOES Buyer
NOT and
WARRANT its Aaffiliated
THAT THE and HOSTED
AND WARRANTIES.
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(b) upon or any
omissions
modification of the not Indemnitor
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G. Illicit Code of
Disclaimer SERVICE
subsidiary
Comment
approved iscompanies
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Supplier,
and
and their
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provided
respective
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respective
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officers,
Infringing
THATdirectors,
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employees,
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agents, contractors,
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successors and assigns harmless
ERROR-FREE,
assigns; (ii) TIMELY
any from
breach ORisUNINTERRUPTED
being
and
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used by
against
default of any
any
Supplier to Buyer
and allfor its intended
Losses arising purpose
from orbyinor such modification
connection withBE is made in on connection
Warranties.
SECTION 18.
Continue
OR
with
THAT
provisionuse
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ofofthethis HOSTED
Agreement
Infringing
SERVICE
Item the
for
ERRORS
Indemnitor;
its intended
WILL orClaims
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(iii)
purpose.,
based
negligent
(c)systems,
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or arising
or use of a
INDEMNITIES. A. from any
intentional allegations
acts or that
omissions the Software,
caused by materials,
the Indemnitor products, or its affiliated Services
and
Performance.
SECTION version
Comment of isthe on Infringing
entire section Item whichorhas been superseded, if the Infringing
General 18. or resources
subsidiary
Item could companies
have
performed,
been (each,
provided
and their
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SECTION
Infringement 18.. agents,
Item contractors, successors and assigns.
misappropriates the copyright, patent, trademark, trade secret or otherdata,
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INDEMNITIES.
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intellectual property devices, data, rights orofmaterials
such third notparty.
provided by Buyer, (e) upon Buyer’s
Infringement use of the Infringing Item other than in accordance with this Agreement or the
Indemnities. Documentation, or (f) upon any Buyer Data or Background Property.
 Infringing Item and accept the return of any such Infringing Itemany portion
EXCEPT
of
EXCEPT
C. If the Buyer FOR
pre-paid,
FOR CLAIMS
CLAIMS
is enjoinedunused RELATING
orfees
RELATING
otherwise TO
covering EITHER
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EITHER PARTY’S
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PARTY’S ofBREACH
the termOF
BREACH
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PROVISIONS
terminated
PROVISIONS
opinion of BuyerINVOLVING:
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(i) INDEMNIFICATION;
INDEMNIFICATION;
by written evidence) (ii)
(ii)
to LICENSE
LICENSE
be enjoined GRANT
GRANT
or AND
AND
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any
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part thereof, due
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ANDor
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covered
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obligations
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Indemnitee under DUE TO
thisinformed
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NEGLIGENCE FOR OBLIGATIONS,
THE RELEVANT ANDORDER
BUYER’S WHICHSOLE GAVE
AND RISE
EXCLUSIVE
TO THE REMEDIES,
CLAIM.
SECTION 18. Supplier shall,
concerning
WITH RESPECT theOR at WILLFUL
its
status sole
of any
TO INFRINGEMENT
MISCONDUCT,
expense and option
litigation, OR
NEITHER PARTY
and in addition
negotiations,
MISAPPROPRIATION or SHALL BE
to its other
settlements
OF of any
INDEMNITIES.
SECTION C LIABLE
obligations: TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
SECTION 18.
18. such
Each Claim.
partyBuyer
INTELLECTUAL PROPERTY
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acknowledges
EXEMPLARY,
shall
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that
OF ANY KIND
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expense,
disclaimers, to participate
exclusions
(INCLUDING,
INDEMNITIES
INDEMNITIES. CD. in
and any such litigation,
limitations set forth negotiations
in thisPROFITS,
Agreement settlements
constitute with
anORcounsel
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Indemnification WITHOUT
choosing, LIMITATION,
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settle any Claim LOST
without SAVINGS,
the LOSS prior
Indemnitor’s OF GOODwritten
SECTION 19. this
WILL) Agreement
ARISING in the absence of which: (i) the terms
UNDER OR IN CONNECTION WITH A BREACH OR ALLEGED of this Agreement would
Procedure. approval.
be substantially ................
different; and (ii) Supplier’s ability to offer and the Buyer’s
LIMITATION OF BREACH OF THIS AGREEMENT, EVEN IF SUCH OTHER PARTY HAS BEEN
SECTION
LIABILITY19. ability
ADVISED to obtain
OF THEthe Software and/or
POSSIBILITY OF SUCH Services under this Agreement would be
DAMAGES.
LIMITATION OF impaired.
LIABILITY
 Issue Log: SDL Inc

Supplier's Issue
COMMERCIAL ITEM: Pricing terms are Order specific to the engagement /product.

Buyer’s Affiliates may purchase Services, but the commercial requirements and
needs of each Affiliate
ADMINISTRATIVE: may differ
Mirroring titlefrom one Affiliate to the other.
of contract.
COMMERICIAL ITEM: This implies a further subdivision of rights via the Affiliates to
its entities. Deviations to be covered in the applicable Order. As this is a master
COMMERICIAL
agreement, this ITEM: Thiscannot
language implies a further
serve as thesubdivision
default. of rights via the Affiliates to
its entities. Deviations to be covered in the applicable Order. As this is a master
COMMENT: Not language
agreement, this products cannot
are provided under
serve as a PS engagement.
the default.
COMMENT: Not products are provided under a PS engagement.
COMMENT: All Professional Services must be expressly defined in the order and
COMMENT/COMMERCIAL:
terms agreed by the parties.
SaaS licenses are term based, so the irrevocable grant is not applicable. The territory
Not
and applicable
reach of the license will be defined in the relevant Order for SaaS. As this is a
master agreement,
DISCUSSION: thelimitations
Use and grant cannot default
of the to worldwide.
license must be defined in the relevant Order.
Honda to clarify what other technology/methods refer to.
DISCUSSIOIN: As this is a master agreement, the Order must dictate all relevant
licensees/Authorized Users of the SaaS. Each Order under this master will be unique
DISCUSSION: Honda to clarify
to the product/commercial who are theofthird
requirements eachparty
Order.providers
Further, and associated
“future Affiliates” is
parties.
an unknown andreview
shouldand
be addressed
Pending further discussionin the relevant
between Order.
the parties.
COMMENT: SDL Hosted Services have a minimum hardware/software requirement
set; which a customer has to facilitate.
COMMENT:
DISCUSSION:This is not
Parties tofeasible
discuss per SDL’sWhat
further. Cloudif Ops Team.
the termination is due a breach by
Honda?
COMMENT: Additional licenseParties
DISCUSSION/COMMERCIAL: restrictions added
to discuss to align
further. to SDL
Time standards
period provided
is excessive for a
to all clients. Services transition. Hosted Services are term based; not perpetual or
Professional
COMMENT: Not applicable for Hosted Services.
implemented on premise.
COMMENT: Included to ensure SDL Has the right to store, etc. Honda’s data.
COMMENT: Included to allow SDL to make improvements to its service.

COMMENT: Provided with or SaaS offering.

COMMENT: As
COMMENT: professional
Required services
provision for allwill
SDL beagreements.
part of this master agreement, we’ve
incorporated a Change Order provision to manage project changes in the normal
course.
COMMENT: Add Support Services for Hosted Servcies.
COMMENT: Section 4 is not applicable as it relates to Software.
DISCUSSION: Professional Services may be provided remotely or on premise and
Hosted Services will always be provided remotely.
COMMENT: Revised to align to SDL definition. All documentation is provided
electronically.
COMMNET: All training is chargeable under professional services Order.
COMMENT: Remove – see revised definition above.
DISCUSSION: Subsection C is pending further discussion between the parties.
COMMENT:
1. Will SDL beThe definition
installing of Metadata
Honda’s cannot
Data? SDL willbe accepted.
store, It is
but not so broad
sure asisto
“install”
include information on SDL systems and relating to SDL’s internal processes based
applicable.
COMMENT:
on subclause Not
(ii)applicable.
of this Defer
section. to applicable
Metadata on SDLwarranty provision. toNo acceptance
2. What
testing installation
on is contemplated
Hosted Service. for SaaS? It issystems belongs
a cloud based SDL.
service?
COMMENT: Not applicable.
3. Implementation Deferservices
/ installation to applicable warranty
are governed byprovision. No acceptance
a professional services
testing
Order andon Hosted Service.
are chargeable.
COMMENT: Added for professional services. Billing is monthly and there
4. The descriptions in (1) – (iii) are confusing. Buyer Data should be all data maythatbe
reimbursable
Buyer will putexpenses.
into the service; SDL is not developing or production data. Parties to
clarify.
Pending review by Finance.
COMMENT: Immediately is a subjective term. SDL’s incident response processes
Will thisan
COMMENT:
include agreement
Reserved.
objective be used to
Need
response forofCanadian
confirm andengagements?
review
notification Pending
withinapplicable
24 hours. review
CA for by finance.
inclusion. Need
to confirm how
COMMENT: SDL
Since anconfidential information
“attempt” would includeiseverything
defined and whether
from a ping we needprobe
to DNS to callto
something
active moreSDL
targeting, out in this Section
would A as Honda
be notifying Honda has done.
on an almost minute by minute basis
of attempted breaches of SDL’s security. If there is a suggested limitation or
modification to this wording, SDL is willing to consider it, but SDL cannot inform
Honda of any and all attempts.
COMMENT: May require additional review by SDL’s Privacy Officer.
COMMENT: Is it intended Honda will provide us with PHI? SDL locations are not
HIPAA compliant at this time.
DR is not part of the Hosted Service

COMMENT: SDL data centers are in the US and the UK; both data centers are used as
COMMENT: Due to time, resource, cost and contract constraints, SDL cannot agree to
part of the service
a simple request for access to data centers. Such access must be linked to an audit of
SDL by Honda.
COMMENT:
COMMENT: SDL DR iscannot commit.
not part of the SDL willService.
Hosted make reasonable efforts to notify at least
one week in advance, but for certain maintenance activities, SDL does not need to
notify customers.
COMMENT: Not offered -pending further discussion.
COMMENT: SDL may have a legal obligation to retain information beyond the
termination of the contract.
COMMENT:
COMMENT: SDL has its own record retention policies that it will follow. If there are
Not feasible.
specific record retention requirements, they need to be explicitly included in the
COMMENT:
Agreement. This is not possible. Customer back-ups are overwritten in 28 days, not
feasible to abort. Customer would need to request their back-ups before this
happens.
SDL’s professional services are provided as adjunct services to the Hosted
Services/technology and must retain ownership of the Deliverables.
This appears to be an incomplete sentence.
COMMENT: To be removed in light of SDL’s proposed edits in this Section. SDL does
not provide professional services on a work for hire basis.

COMMENT: To be revisited in lieu of SDL’s ownership interest.

COMMENT: Enhanced definition for the benefit of both parties.
COMMENT: Okay, provided material breach provisions apply.
COMMENT: The use of the IP is for Honda’s internal business purpose.
COMMENT: Any policies must be directly included in or attached to the Agreement.
SDL cannot agree to comply with policies in a location where the policies could be
unilaterally
COMMENT: changed.
SDL cannot agree to extend all of the Buyer Network security controls
and caveats as included in the Agreement to SDL’s network and infrastructure. SDL
agrees to keep our network secure and implement security controls, but does not
COMMENT: SDLBuyer’s
agree to extend does not allow blanket
Network reproduction or copying of operation and
COMMENT: SDL mustSuch
security information. have some to include
flexibility
reproduction
our
or to
own
pick
copying the
maybest
be solution
allowed and
on athen
case have
by case
time
basis.to implement it without always having to get Honda’s approval.
COMMENT: SDL does not agree to supply this information outside of a formal audit.

COMMENT: Preference is to remove; SDL will need to properly vet all claims prior to
any communication to any client.

COMMENT: General indemnity

Not applicable is nottoapplicable
– relates Software.to Hosted Service. Additionally, the
only SDL entity providing Services under this Agreement is SDL Inc. (no SDL Inc.
subs or affiliates).
COMMENT: Reserved. Parties to discuss further. What if Honda is in breach of the
agreement or a suspension is required due to Honda’s failure to pay for the Services?
COMMENT: Indemnity is overly broad and serves as a catchall. Parties to discuss the
scope of claim which may concern them.
SDL Inc

Honda Comment
Additional Comments