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QUALITY MANAGEMENT

ECOSYSTEM
SOFTWARE DEVELOPMENT
FOR INTERNAL USE LICENSE AGREEMENT
This Quality Management Ecosystem Software Development For Internal Use License Agreement (the
"Agreement") is made effective on the date last signed by both parties (the "Effective Date") by and between the entity
set forth in the Company signature block to this Agreement ("Company") and the Hewlett-Packard Company, a
Delaware corporation with a principal place of business at 3000 Hanover Street, Palo Alto, California, 94304-1185
("HP").
1. GENERAL DEFINITIONS
1.1 Adapter means the test management adapter software program listed in Exhibit A developed by Company
using the QC Synchronizer Adapter SDK to enable the test management HP Program to properly interoperate,
during run-time, with the Designated Application or Technology, including Updates to such partner developed
adapter, if any. A separate agreement will be required for each Adapter that is developed by Company
1.2 Designated Application or Technology means that certain Company proprietary or third party software
application, operating system, middleware or other technology platform, standard, protocol or functionality
referred to in Exhibit A.
1.3 Extension means the functional testing extension software program listed in Exhibit A developed by Company
using the TE SDK to enable the functional testing HP Program to properly test or otherwise interoperate, during
run-time, the Designated Application or Technology, including Updates to such Company developed Extension,
if any. A separate agreement will be required for each Extension that is developed by Company.
1.4 HP Program" means the runtime version of that certain automated functional or load testing or test management
HP software program, in object code form, set forth in Exhibit A that Company has licensed from HP under
separate agreement, including for such software program HPs APIs embedded therein specifically included for
use in the development of, and interoperation with, at run-time, non-HP developed third party Extensions like the
Extension or Adapter.
1.5 Test Extensibility SDK or TE SDK means HPs standard development kit referenced in Exhibit A
consisting of software programs, files, schemas, developer guides, documentation or any other materials
contained therein provided to Company under this Agreement specifically for developing test extensibility
extensions for the functional testing HP Program listed in Exhibit A that is to be used by Company for developing
the Extension , including any standard new versions of such software development kit provided by HP to
Company under this Agreement.
1.6 Updates means new releases, updates and patches to Companys Extension or Adapter.
1.7 Quality Center Synchronizer Adapter Software Development Kit or Adapter SDK means HP standard
development kit referenced in Exhibit A consisting of software programs, files schemas, developer guides or
other documentation and/or any other materials contained therein provided for developing interoperability
between the Designated Application or Technology and the test management HP Program listed in Exhibit A that
is to be used by Company for developing the Extension or Adapter, including any standard new versions of such
software development provided by HP to Company under this Agreement.
2. DEVELOPMENT AND LICENSES
2.1 Development by Company. Company shall build a production ready Extension or Adapter that interoperates with
the HP Program solely for the internal business purposes of Company and its affiliates and not for marketing,
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licensing or distribution of the Extension or Adapter to third parties. Company shall develop the Extension or
Adapter for use with the Designated Application or Technology solely for use and interoperation with the HP
Program. To develop and use the Extension or Adapter, Company must also have in effect under separate
agreement with HP, an HP subsidiary or a HP reseller or distributor a valid production license for the HP
Program. The HP Program is not licensed or otherwise provided to Company under this Agreement.
2.2 Licenses to Company.
(a) Use of TE SDK or Adapter SDK to Develop Extension or Adapter for Functional Testing or Test
Management HP Program. The TE SDK or Adapter SDK for the functional testing or test management HP
Program is provided to Company under this Agreement. Subject to the terms and conditions of this Agreement,
HP grants to Company and its affiliates that are not competitors of HP a non-transferable, nonexclusive, internal
use license, without right to sublicense, to use one copy of the TE SDK or Adapter SDK per developer set forth in
Exhibit A solely for the purpose of developing and using the Extension or Adapter for Companys own internal
use as set forth in Section 2.1 of this Agreement.
(b) License Restrictions. Company and its affiliates shall not: (i) modify or adapt the TE SDK or Adapter SDK,
(ii) copy the TE SDK or Adapter SDK, except for making a reasonable number of copies to the extent necessary
for prudent back-up and disaster recovery purposes; (iii) cr eate derivative works based on the TE SDK or Adapter
SDK; (iv) use the TE SDK or Adapter SDK for any purpose not authorized in Section 2.2(a) , including, but not
limited to, any use that competes with HP, HP Program or any extension to the HP Program developed and
marketed by HP; (v) allow any third party to use or have access to any TE SDK or Adapter SDK; (vi) distribute,
rent, lease, lend, transfer or sublicense any TE SDK or Adapter SDK or (vii) use the Adapter SDK to develop an
Adapter for synchronizing test management HP Program data with other test management HP Program data.
Company shall assure that its affiliates comply with this Agreement and shall be responsible and liable for their
non-compliance
(c) No Licenses to HP Programs. This Agreement does not include licenses to use any HP Program, nor does it
include any licenses or authorization for the use of any HP logos, insignias or trademarks.
(d) Consultant Use and Access. Subject to this Agreement, Company may permit a consultant or subcontractor,
which is not a competitor of HP, to Use the HP Program for the sole purpose of providing services to Company.
Company will be responsible and directly liable to HP for consultants compliance with these Terms.
3. NO DEVELOPMENT ASSISTANCE OR SUPPORT
Company shall be solely responsible for all development, manufacture, installation, use, support and services for
the Extension or Adapter. The Extension or Adapter is not an HP product and therefore is not supported or
serviced by HP in any manner. This Agreement does not provide Company with any assistance from HP for the
initial and ongoing development of the Extension or Adapter, nor any technical support services for the TE SDK
or Adapter SDK. HP has no obligation to release new versions of the TE SDK or to maintain any compatibility
between the HP Program and/or the TE SDK or the Adapter SDK and the Extension or Adapter.
4. NO FEES
No license fee or royalty is due HP for the authorized exercise of the rights granted by HP to Company under
Section 2. Company is responsible for any and all applicable sales, use, service, value add or other taxes, if any,
and all tariffs and import duties, if any, resulting form this Agreement and the licenses and rights granted to
Company herein.
5. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS
5.1 Confidential Information. Company and its affiliates shall treat the TE SDK or Adapter SDK as confidential
information of HP using a reasonably degree of care and shall only allow it to be disclosed to, and used by, those
employees and contractors of Company who have a need to know in order to develop and use the Extension or
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Adapter and exercise the licenses granted to Company and its affiliates in Section 2 of the Agreement. The
foregoing obligations will not apply to any information to the extent it is (i) already known by Company prior to
disclosure, (ii) made publicly available through not fault of Company, (iii) rightfully received by Company from a
third party without a duty of confidentiality or (iv) disclosed by Company with the prior written approval of HP.
5.2 Ownership. This Agreement confers no title or ownership on one party in the others products, extensions,
documentation and associated materials. No intellectual property rights are assigned under this Agreement, nor
are any licenses granted other than those expressly set forth in this Agreement. For the avoidance of doubt,
Company retains ownership in the Extension or Adapter developed under this Agreement.
5.3 Copyright and Trademark Notices. Company and its affiliates shall retain HP and third party copyright notices,
and references to HP and third party trademarks, on all copies of the TE SDK or Adapter SDK.
5.4 Non-Restrictive Relationship. Nothing in this Agreement shall preclude HP from independently developing,
marketing and/or selling its own test extensions or similar product for the same or a different Designated
Application or Technology for use with the HP Program. Nothing in this Agreement shall preclude or limit HP
from entering into agreements with third parties for the independent development, marketing and/or sale of third
party test extensions or similar products for the same or a different Designated Application or Technology for use
with the HP Program.
5.5 Covenant Not to Sue. Company, on behalf of itself and its current and future subsidiaries, affiliates and
successors in interest, covenants not to sue (i) HP and its current and future subsidiaries, affiliates and successors
in interest (HP Entities), (ii) HP customers, or (iii) other third parties to whom HP Entities have licensed the TE
SDK or Adapter SDK for developing load or functional testing extensions or test management synchronization
adapters to the HP Program, for patent infringement, whether during or after the term of this Agreement, with
respect to such testing extensions or adapters to the HP Program that are developed or used by or for HP Entities,
the end user of the third party.
6. NO WARRANTIES
THE TE SDK OR ADAPTER SDK IS LICENSED AND PROVIDED TO COMPANY AS IS. HP MAKES
NO WARRANTIES UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, BY OPERATION OF
LAW, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT
PERMITTED BY LAW. THESE DISCLAIMERS OF WARRANTIES CONSTITUTE AN ESSENTIAL PART
OF THIS AGREEMENT.
7. INDEMNIFICATION
7.1 Indemnification by HP. HP shall defend and/or settle any third party claim brought against Company that the TE
SDK or Adapter SDK infringes any patent, copyright, or trade secret of a third party, provided Company (a)
promptly notifies HP of the claim in writing and (b) cooperates with HP in, and grants HP sole control of, the
defense and settlement of the claim. For such claims, HP will pay infringement claim defense costs and
settlement amounts and any damages awarded by a court of law against Company. If a claim appears likely, HP
shall either (i) procure for Company the right to continue using the TE SDK or Adapter SDK; (ii) replace the TE
SDK or Adapter SDK with non-infringing documentation; (iii) modify the TE SDK or Adapter SDJ to be non -
infringing; or (iv) terminate the license for the TE SDK or Adapter SDK. HP has no obligation for any claim of
infringement arising from: (i) the Extension or Adapter; (ii) use of the TE SDK or Adapter SDK in combination
with designs, specifications, technical information, products or technology provided by Company or a third party
or with any non-HP branded products or services, if but for such combination the TE SDK or Adapter SDK
would not infringe; or (iii) use of the TE SDK or Adapter SDK in a manner prohibited by this Agreement; (iv)
modification to the TE SDK or Adapter SDK made by Company or a third party , or (v) any open source or
freeware software . The terms in this Section 7.1 state HPs entire liability for third party claims of intellectual
property infringement.
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7.2 Indemnification by Company. Company shall defend and/or settle any third party claim brought against HP or its
affiliates that the Extension or Adapter infringes any patent, copyright, or trade secret of a third party, provided
HP (a) promptly notifies Company of the claim in writing, and (b) cooperates with Company in, and grants
Company sole control of, the defense or settlement. Company has no obligation for any claim of infringement
arising from the TE SDK or the Adapter SDK. Company will pay defense costs and settlement amounts and any
damages awarded by a court of law against HP or its affiliates. The terms in this Section 7.2 state Companys
entire liability for third party claims of intellectual property infringement by the Extension.
8. TERM AND TERMINATION
8.1 Term. This Agreement sh all commence on the Effective Date and shall remain in effect for an initial term of one
year. Thereafter this Agreement shall be automatically renewed for successive one-year terms, unless terminated
in accordance with this Section 8.
8.2 Termination for Convenience. After the initial term, either party may terminate the Agreement at any time with
or without cause at its convenience effective sixty (60) days after providing prior wr itten notice to the other party.
8.3 Termination for Breach. A party may terminate this Agreement at any time if the other party commits a material
breach of this Agreement and such breach is not cured, if capable of being cured, within thirty (30) days after
receiving notice of breach from the non-breaching party.
8.4 Termination upon Bankruptcy. If either party becomes insolvent, is unable to pay its debts when due, files for
bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other
party may terminate this Agreement without notice and may cancel any unfulfilled obligations.
8.5 Effect of Termination. Following termination of this Agreement for any reason except Companys breach or
pursuant to Section 7.1 as a result of an infringement claim, Company may continue exercising its license to use,
in accordance with the terms and condition of this Agreement, versions of the TE SDK and Adapter SDK
provided to Company prior to termination for the purposes of continued development and use of the Extension or
Adapter. Subject to the foregoing, upon termination of this Agreement all licenses granted in this Agreement shall
automatically terminate. The provisions in this Agreement regarding confidentiality, warranties, indemnification,
intellectual property, limitation of liability, obligations upon termination and the miscellaneous provisions shall
survive termination of this Agreement for any reason.
9. LIMITATION OF LIABILITY
WITH THE EXCEPTION OF COMPANYS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5.1
AND A PARTYS INDEMNITY OBLIGATIONS SET FORTH IN SECTION 7, IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA AND LOSS OF PROFITS),
WHETHER SUCH DAMAGES ARE BASED ON TORT, CONTRACT, OR ANY OTHER LEGAL THEORY
AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
WITH THE EXCEPTION OF COMPANYS BREACH OF SECTION 2.2 (B) OR SECTION 5.1 AND A
PARTYS INDEMNITY OBLIGATIONS SET FORTH IN SECTION 7, IN NO EVENT SHALL EITHER
PARTYS LIABILITY FOR DIRECT DAMAGES EXCEED $1,000.
10. MISCELLANEOUS PROVISIONS
10.1 Notices. All notices that are required under this Agreement will be in writing and will be considered given
twenty four (24) hours after sending by electronic means, facsimile transmission, overnight courier, or hand
delivery, or five (5) days after receipt when sent by certified mail and appropriately addressed. Notices to
Company shall be addressed to the signatory to this Agreement at the address for Company set forth in its
signature block and notice to HP shall be addressed as follows:
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Hewlett-Packard Compan y
3404 Harmony Road
Fort Collins, CO. 80528
Attn: HP Software Legal Counsel
10.2 No Assignment. Except as set forth below, Company shall not assign this Agreement or any of its licenses or
rights, nor shall it delegate any of its obligations, hereunder without the prior written consent of HP, and any
purported attempt to do so shall be deemed void. Either Party may assign or transfer this Agreement or any of its
licenses and rights hereunder, or delegate any of its obligations, without such consent to any division, subsidiary
or other affiliate or as a consequence of a merger, acquisition, consolidation, reorganization or sale of
substantially all of its assets of the business of a party to which this Agreement pertains, so long as in the case of
Company the successor in interest is not a competitor of HP.
10.3 U.S. Government Restricted Rights. This provision applies if Company is a branch or agency of the U.S.
Government. The TE Documentation is a commercial item as that term is defined at 48 C.F.R. 2.101 (OCT
1995), consisting of commercial computer software and commercial computer software documentation as
such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and is provided to the U.S. Government only as a
commercial end item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE
1995), the U.S. Government acquires the TE Documentation with only those rights set forth herein.
10.4 Export Control. The TE SDK or Adapter SDK may be subject to export or import control and regulations in the
U.S.A and other countries. Company agrees to comply strictly with all such laws and regulations to the extent
they apply.
10.5 General. This Agreement may be executed by facsimile and in counterparts, each of which shall be deemed an
original and together which shall constitute one and the same instrument. All amendments to this Agreement
must be in writing and signed by both parties. This Agreement, including Exhibit A, constitutes the entire
understanding between HP and Company concerning its subject matter and supersedes any previous
communications, representation s or agreements by either party, whether verbal or written , as to the matters
herein. The parties agree that each is an independent contractor and that no relationship of agency, partnersh ip, or
joint venture is intended by this Agreement. Disputes arising in connection with this Agreement which the parties
are unable to resolve amicably will be governed by the laws of the State of California, United States of America.
Any such dispute will be brought before the relevant court in Santa Clara County, California, and the parties
hereby submit to the exclusive jurisdiction of such court.
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Agreed to and accepted by:
Company: VANEERA HI-TECH, HEWLETT-PACKARD COMPANY
By: Chandravadan S. Patil By: ______________________________________
(Authorized Representative) (Authorized Representative)
Typed Name: Chandravadan Patil Typed Name: ______________________________
Title: _________________________________ Title: ____________________________________
Date: 16/11/2010 Date: ______________________________________
Address: Onkar Nagar, Parik Park, Jalgaon

425001, (MS), India
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Exhibit A
DESCRIPTION OF HP PROGRAM, EXTENSION OR ADAPTER AND DESIGNATED APPLICATION OR
TECHNOLOGY
( List only one Extension or Adapter for either the functional testing or test management HP Program. A separate
agreement is required for each Extension or Adapter.)
1. HP Program (Describe for which HP Program the Extension or Adapter will be developed):
HP Test Director for Quality Center Software
2. Name of Extension or Adapter (Describe);
Quality Center Synchronizer Adapter SDK____________________________________________________
3. Designated Application or Technology (Describe the application or technology that the Extension or Adapter
will allow the HP Program to test or interoperate with ):
BugZilla________________________________________________________________________________
_______________________________________________________________________________________
4. Description of SDK :
Select one of the following:
QC Test Management Synchronizer Adapter SDK (for HP Test Director for Quality Center software.)
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