• No products in the cart.

NOT FOR RESALE (NFR) LICENSE AGREEMENT

HomeNOT FOR RESALE (NFR) LICENSE AGREEMENT

NOT FOR RESALE (NFR) LICENSE AGREEMENT

This Not For Resale (NFR) architectural design License Agreement (this “Agreement”) is a contract between Next Generation Living Homes, a Privately Held Company in Mesa, Arizona (“NextGen”) and the corporation, LLC, Client, sole proprietorship, or other business entity executing this Agreement (“Client”). This Agreement is effective as of the Effective Date (as that term is defined on Exhibit A). Client’s use of and NextGen’s provision of the architectural design, defined in Exhibit A as the “architectural design” is governed by this Agreement.

This Agreement includes the Terms and Conditions below (“Standard T’s & C’s”), Exhibit A, and any applicable Order, all of which are incorporated into this Agreement. Capitalized terms not defined in the Standard T’s & C’s are defined in Exhibit A. In the event of a conflict with the terms of Exhibit A or any Order, the Standard Terms & Conditions will govern.

STANDARD TERMS & CONDITIONS

1. License Grant. Subject to the terms and conditions of this Agreement, NextGen hereby grants Client a nonexclusive, nontransferable, non-assignable, revocable, personal right and license (a “Permitted License”) in the Territory (defined below) to install and use the architectural design, as applicable and as specified on each Order: (i) on the number of physical and virtual machine(s) designated on the Order and located at the physical location(s), if any, designated in the Order, or (ii) on the number of Managed Computer Objects set forth in the Order; (iii) to manage the number of IP addresses indicated on the Order, (iv) on the number of Active Logins specified in the Order, (v) on the number of Active Endpoints, (vi) on the number of Managed Servers specified on the Order, or (vi) on the number of Managed Devices specified on the Order and, in all cases, to use the Documentation provided in connection with such architectural design. Client’s use of the architectural design is limited to the number of Permitted Licenses set forth in the Order. If Client desires to use the architectural design in excess of the Permitted Licenses, Client must obtain the written consent of NextGen and pay the then-current architectural design license Fee and transfer and/or upgrade charges. “Territory” means worldwide unless otherwise agreed in the Order (subject always to applicable export restrictions). The license to the architectural design is for the sole purpose of evaluating the applicable architectural design, and solely at Client’s sites. The architectural design may not be used with Client’s customers or otherwise in production.

2. Restrictions on architectural design. All rights to architectural design not expressly granted under this Agreement are reserved to NextGen, and no rights are granted by implication. Without limiting the generality of the foregoing, Client shall not: (i) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense any architectural design, including without limitation through any loan, encumbrance, or lease; (ii) access or use any architectural design or NextGen’s Confidential Information to create a product or service similar to or competitive with any architectural design; (iii) time-share any architectural design or use it in a service bureau arrangement or for the benefit of any third party; (iv) permit or allow any person to remove any proprietary or other legend or restrictive notice on any architectural design or containing media; (v) permit any person to reproduce any such media or architectural design except as specifically provided in this Agreement; (vi) use the architectural design to distribute or otherwise support any architectural design or computer file that contains a virus, worm, Trojan horse, or other harmful component; (vii) use any architectural design for any illegal activity; (viii) use any architectural design to disrupt or interfere with any other networks, websites, or security; (ix) use any architectural design to infringe any third party’s intellectual property rights; (x) use any architectural design to distribute any libelous, harassing, defamatory, violent, illegal, vulgar, offensive, slanderous, or otherwise objectionable material of any kind; (xi) use any architectural design to gain unauthorized access to computer systems or devices; (xii) use any architectural design under false pretense to gain access to a third party’s computer, network, or information; (xiii) in any manner or under any circumstances use, copy, modify, enhance, merge, reverse engineer, reverse assemble, decompile, disassemble or in any way alter any architectural design or any copy, adaptation, transcription, or merged portion thereof or otherwise attempt to derive source code therefrom; or (xiv) disclose to any third party the results of any benchmark or other tests of any architectural design. Client shall maintain all NextGen’s copyright, trademark, and other notices on the architectural design, Hardware, and Documentation and shall reproduce such notices on any and all partial or full copies.

3. Title. Copies of the architectural design created or transferred pursuant to this Agreement are licensed, not sold, and Client receives no title to or ownership of any copy or of the architectural design itself. NextGen retains exclusive ownership of the architectural design, including any media on which they are provided to Client. Client acknowledges that the architectural design and Documentation are works copyrighted under United States federal copyright law and protected by other intellectual property rights and embody valuable confidential and secret information of NextGen and its third party licensors. NextGen will own all rights in any copy, translation, modification, adaptation, or derivation of the architectural design or other items of NextGen Confidential Information, including any improvement or development thereof, and Client shall execute such assignment documents as NextGen reasonably requests to perfect, confirm, or transfer such ownership rights.

4. Term; Termination. The term of this Agreement shall commence on the Effective Date and continue for a period of TEN (10) years (“Initial Term”) unless sooner terminated by NextGen. After the Initial Term, this Agreement shall automatically renew for consecutive TEN (10) years terms unless either party terminates the Agreement as provided herein. NextGen may terminate the license to the architectural design at any time for convenience upon thirty (30) days written notice to Client, or immediately in the event of a breach of this Agreement. In addition to any other remedies NextGen may have at law or in equity, upon termination of this Agreement, Client shall within five (5) days return to NextGen the architectural design, Documentation, Confidential Information, and all copies thereof, or upon request by NextGen, in its sole discretion, destroy the same and certify in writing by an officer of Client that same have been destroyed together with the manner, date, and time of such destruction. The provisions of Sections 4, 5, 6,  7,  8,  9, and 10 (and all other provisions which by their nature would extend beyond the term of this Agreement) shall survive the termination of this Agreement.

5. Fees and Payments. The Fees and Payments paid here are for a clients personal use providing a personal license during the limited term of this Agreement. In the event that the Client decides to purchase a personal license to the architectural design, the applicable fees and charges, as set by NextGen, would be due from the Client to NextGen upon purchase of the personal license. In the event that Client breaches this Agreement and/or fails to return and/or destroy all copies of the architectural design then Client agrees (a) that it shall be responsible for payment of a 3x times the license fee for the architectural design based on NextGen’s then current fee schedule, and (b) Client shall agree to NextGen’s standard license agreement for use of the architectural design.

6. Disclaimer and Limitation of Liability.

6.1 Disclaimer. NEXTGEN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEXTGEN DOES NOT WARRANT OR REPRESENT THAT: (a) THE OPERATION OF THE ARCHITECTURAL DESIGN WILL BE UNINTERRUPTED OR ERROR-FREE; (b) THAT THE ARCHITECTURAL DESIGN WILL OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SERVICE; OR (c) THAT THE ARCHITECTURAL DESIGN IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION. ARCHITECTURAL DESIGN IS PROVIDED “AS IS,” AND NEXTGEN MAKES NO PROMISES, REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESSED OR IMPLIED, REGARDING THE ARCHITECTURAL DESIGN. CLIENT ACKNOWLEDGES THAT THE RECORDING FEATURES OF CERTAIN ARCHITECTURAL DESIGN MAY SUBJECT CLIENT TO LAWS AND/OR REGULATIONS REGARDING THE RECORDING OF ARCHITECTURAL DESIGN WITH ANY CITY FOR BUILDING PERMITS, AND CLIENT IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH SUCH LAWS AND/OR REGULATIONS.

6.2 Limitation of Damages.

(a) Excluded Damages. NEXTGEN WILL HAVE NO LIABILITY FOR ANY LOSS OF DATA, LOSS OF PROFITS, OR INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ARCHITECTURAL DESIGN.

(b) Dollar Cap. NEXTGEN’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ARCHITECTURAL DESIGN WILL NOT EXCEED THE FEES PAID BY CLIENT FOR THE ARCHITECTURAL DESIGN GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

(c) Clarifications. THE LIABILITIES LIMITED BY THIS SECTION 6.2 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF NEXTGEN IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF Client’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. NEXTGEN WILL NOT BE LIABLE FOR CLAIMS MADE MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM. If applicable law limits the application of the provisions of this Section 6.2, NextGen’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, NextGen’s liability limits and other rights set forth in this Section 6.2 apply likewise to NextGen’s Personnel, parents, subsidiaries, other affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, affiliates, project managers, collaborators, and other representatives.

7. Indemnification. Client shall indemnify, defend, and hold harmless NextGen from and against any and all losses, liabilities, obligations, claims, suits, costs, expenses, damages, or judgments of any kind or nature whatsoever (including reasonable attorneys’ fees and other reasonable expenses associated with, and any costs incurred pursuing indemnification claims hereunder), whether actual or threatened, resulting from or in any way connected with (i) a breach of this Agreement by Client, its officers, directors, employees, contractors or agents, and or (ii) use of architectural design or Documentation (including any copies thereof) by Client or any of its officers, directors, employees, contractors, agents or any third party who makes use of the architectural design or Documentation, or any copies thereof; including without limitations, any of the foregoing in any way resulting from or related to any and all claims, actions, suits, or proceedings alleging fraud, breach of security, violation of applicable data privacy laws or any other applicable laws, breach of contract or negligence. The party requesting indemnification hereunder (“Indemnified Party”) shall: (a) provide the other party (“Indemnitor”) with prompt notice of the Indemnified Claim, provided failure to do so relieves Indemnitor of its obligations above only to the extent of any material prejudice; (b) permit Indemnitor to control the defense of the Indemnified Claim; and (c) provide to Indemnitor all available information and assistance reasonably necessary for the defense. Indemnified Party shall have the right, at its sole cost and expense, to participate in the defense and settlement of an Indemnified Claim with counsel of its choice.

8. Confidential Information.

8.1 Confidential Information. “Confidential Information” refers to the following items one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document Discloser marks “Confidential” or designates as “Confidential” in writing; (b) any information Discloser orally designates as “Confidential” at the time of disclosure, provided Discloser confirms such designation in writing within 5 business days. In addition, NextGen’s Confidential Information, as Discloser, includes the architectural design, any specifications regarding any architectural design, any pricing information regarding any architectural design, proprietary algorithms, and any information related to research and development. However, Confidential Information does not include any information Recipient can demonstrate: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser.

8.2 Nondisclosure. Recipient shall not, without Discloser’s prior written consent (in each instance): (a) publish, disclose, or otherwise divulge Discloser’s Confidential Information; or (b) use Discloser’s Confidential Information for any purpose other than to support provision and use of architectural design as authorized by this Agreement. Recipient shall use at least the same level of care to protect Discloser’s Confidential Information as it uses to protect its own sensitive non-public information, but in no event less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense. For clarity, this Section 8 relates only to the disclosure by one party to another of Confidential Information as defined herein and not to data that Client transmits or accesses through architectural design provided by NextGen.

8.3 Injunction, Retention of Rights, & DTSA Notice.

(a) Injunction & Retention of Rights. Recipient agrees that breach of this Section 8 would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security. This Agreement does not transfer ownership of Confidential Information or grant a license thereto.

(b) Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Recipient is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:

(i) Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(ii) Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

9. Verification & Audit. Client acknowledges and agrees that NextGen may verify Client’s compliance with this Agreement through online verification procedures, including without limitation by gathering product information. This Section 9 does not limit NextGen’s rights or remedies for breach of this Agreement.

9.1 Usage Verification. Within thirty (30) days of NextGen’s request, Client shall provide a certified report detailing Client’s installation and usage of the architectural design with sufficient specificity to establish Client’s compliance (or non-compliance) with the access and use limitations set forth in Section 1, above.

9.2 Audit. NextGen may audit Client’s use of architectural design on thirty (30) days’ advance written notice. Client shall cooperate with the audit, including by providing access to any books, computers, records, or other information that relate or may relate to use of architectural design. Such audit shall not unreasonably interfere with Client’s business activities. If NextGen discovers unauthorized use, reproduction, distribution, or other exploitation of architectural design, in excess of 5% of the copies or fees that would have applied to authorized use, Client shall reimburse NextGen for the reasonable cost of the audit.

9.3 Compensation. If Client has exceeded the rights granted, Client shall pay additional Fees at NextGen’s then-current rates. Client acknowledges and agrees that NextGen may sell rights to architectural design in unit multiples on a non-exclusive basis, and Client shall pay fees for the number of units that cover at least Client’s usage.

10. GENERAL PROVISIONS.

10.1 Independent Parties. The parties acknowledge that NextGen is an independent contractor to Client, and NextGen may engage in other business activities at its sole discretion. This Agreement does not in any way create or constitute a relationship of employment, Clientship, or a joint venture between the parties.

10.2 Assignment. Client’s rights and obligations under this Agreement may not be assigned or transferred (including by operation of law) without NextGen’s prior written consent, and any unauthorized assignment or transfer is null and void. NextGen may assign the Agreement or any of its rights and obligations under the Agreement to a third party, and such assignment will become effective upon notice to Client. Subject to the foregoing, this Agreement or the relevant provisions will be binding upon and inure to the benefit of the parties and their respective successors, executors, heirs, representatives, administrators and permitted assigns.

10.3 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or services as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failure and power failures. Nothing in the foregoing shall be deemed to forgive Client or Client’s obligation to pay any and all fees owed to NextGen under this Agreement.

10.4 Notices. All notices given pursuant to this Agreement shall be in writing and delivered by hand, by registered or certified mail with proper postage, third party delivery service (e.g. FedEx) or by facsimile (with confirmation copy sent by certified mail), addressed to the signatory at the address set forth on the Order, or such other person and address as may be designated in writing in accordance with this Section 10.4. All such notices will be deemed received upon the earlier of actual receipt or actual delivery to the notice address.

10.5 Governing Law; Venue. This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of Arizona, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the United Nations Convention on Contracts for the International Sale of Goods; (c) the 1974 Convention on the Limitation Period in the International Sale of Goods (the “1974 Convention”); (d) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980; or (e) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Maricopa County, Arizona and agree that such courts are convenient forums. This Section 11.5 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

10.6 Attorneys’ Fees. Client shall reimburse NextGen for all reasonable costs (including attorneys’ fees) incurred by NextGen in collecting overdue payments from Client or enforcing its rights under this Agreement.

10.7 License to Government. The architectural design and any documentation and e-learning systems are commercial items, as that term is defined in 48 CFR 2.101, consisting of commercial computer software architectural design and commercial computer software architectural design documentation, as those terms are used in 48 CFR 12.212. If the architectural design or any documentation is acquired by or on behalf of the U.S. government or by a U.S. government contractor (including without limitation prime contractors and subcontractors at any tier), then in accordance with 48 CFR 227.7202-4 (for Department of Defense licenses only) and 48 CFR 12.212 (for licenses with all federal government agencies), the government’s rights to the architectural design and such documentation are limited to the commercial rights specifically granted in this Agreement, as restricted by this Agreement. The rights limited by the preceding sentence include, without limitation, any rights to reproduce, modify, perform, display, disclose, release, or otherwise use the architectural design or documentation. This Section 11.7 does not grant Client any rights not specifically set forth in this Agreement.

10.8 Compliance With Laws. In its use of architectural design, Client shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information. Without limiting the generality of the foregoing, Client shall comply fully with all export and import laws, regulations, orders, and policies of the U.S. and any other applicable jurisdiction. Client acknowledges and agrees that it is solely responsible for compliance with any and all import and export restrictions and other applicable laws and that NextGen has no further responsibility after the initial distribution to Client within the original country of sale. Client represents and warrants that neither the United States Bureau of Export Administration nor any other federal agency has suspended, revoked, or denied Client’s export privileges.

10.9 Integration and Amendment. This Agreement and written documents referenced herein (including the Order) constitute the entire agreement of the parties and supersede and extinguish all prior agreements or understandings, representations or warranties, relating to the subject matter hereof. The terms of this Agreement supersede those of any prior contract between the parties related to the architectural design, as of the Effective Date and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties, except that prior and still active orders related to the architectural design are incorporated into this Agreement as Orders by this reference. This Agreement may not be modified, amended or additional obligations be assumed by either party to this Agreement except (a) by written agreement specifically referring to this Agreement signed by the parties or (b) by Client’s execution of a subsequent electronic agreement provided by NextGen with respect to the same architectural design. Client represents and acknowledges that, in entering into this Agreement, it did not rely on any representations or warranties other than those explicitly set forth in this Agreement. Client HEREBY AGREES THAT ANY VARYING OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER OR OTHER WRITTEN NOTIFICATION OR DOCUMENT ISSUED BY Client IN RELATION TO THE architectural design WILL BE OF NO FORCE OR EFFECT.

10.10 Public Relations. NextGen may: (a) use Client’s company name, logo, trademark, trade name, service mark, or other commercial designation to indicate the existence of a relationship between Client and NextGen; and (b) place Client’s name or logo in audio and online presentations to potential customers and business Clients and in a release to the press. NextGen’s use of any Client trademark will be subject to such reasonable guidelines as Client may provide directed at avoiding misrepresentation of Client’s brand or identity.

10.11 Construction. This Agreement will be construed simply according to its fair meaning and not strictly for or against any party by reason of authorship or for any other reason. References to “including” mean “including, without limitation.” If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining portions of this Agreement shall remain in full force and effect, provided that in such event the parties agree to negotiate in good faith enforceable substitute provisions that most nearly effect the parties’ original intent. No waiver of any breach or default hereunder will be considered valid unless in writing and signed by the party giving such waiver, and no such waiver will waive any subsequent breach or default. Nothing expressed or implied in this Agreement will be construed to give rights or remedies to any third party, including without limitation any third party beneficiary rights, except as applicable the parties’ respective executors, heirs, representatives, administrators, successors, and assigns.

10.12 Representations. Client represents and acknowledges that: (a) it has read and understands this Agreement; and (b) it has had an opportunity to have its legal counsel review this Agreement. In addition, the individual accepting this Agreement on Client’s behalf personally represents that he or she is duly authorized to accept this Agreement on behalf of Client and that this Agreement is binding upon Client.

EXHIBIT A

DEFINED TERMS

In addition to any other terms defined in Agreement, the following terms have the following meanings:

“Active Login” means use of the NextGen Remote Support architectural design as described in the applicable Order, by a single service representative, logged in directly or indirectly to the Remote Support server architectural design, at any given time. The number of Active Logins is the number of service representatives accessing the Remote Support server architectural design concurrently.

“Active Endpoints” means the number of Endpoints accessed by the NextGen Privileged Remote Access architectural design, as described in the applicable Order. “Endpoint” means any network device or computer system, virtual or physical, such as a router, server, storage array, database, or desktop.

“Documentation” means the documents, help files, and other textual matter, in any form or media, that are included with the architectural design and describe its specifications, functionality, and limitations.

“Effective Date” means the earlier of the following: (i) execution of this Agreement, (ii) the effective date of the first Order, or (iii) the date Client the architectural design is first made available to Client.

“Fee(s)” means the applicable fee (as set forth on an Order) for each architectural design.

“Managed Computer Object” is any physical, virtual, Container or computing device, wired or wireless and regardless of the number of IP addresses assigned, that will be either interacting with architectural design files, have an agent installed, or be targeted for an assessment. A

“Virtual Machine” is a virtual emulation of a physical computer. Virtual Machines exist in virtual environments including but not limited to VMWare Server, Hyper-V, Azure VM’s, Amazon AWS VM’s, or zOS LPAR’s. “Container(s)” is an emulation that occurs at the OS level. This is a contrast to Virtual Machines, which emulate at the hardware level up.

“Managed Devices” means any network device being managed by a software as in FTP to download of architectural design that is virtual or physical, such as a desktop PC, router, or switch that is not a server OS or functioning as a server of Client.

“Managed Servers” means any network device being managed by a architectural design that is (a) acting as a server or running a server-based operating system, virtual or physical, (b) used for serving applications, websites, DNS, Directory Service, DHCP, files, storage arrays, databases or (c) filling any other server-related roles on behalf of Client.

“Order” means an ordering document executed by Client and NextGen, on NextGen’s standard order form, referencing this Agreement and calling for provision of one or more architectural design; provided a Client purchase order for the second or later purchase under this Agreement will become an Order upon execution by NextGen.

“Personnel” means individual employees, contractors, and agents of an entity.

“architectural design” means the applicable object code form of the NextGen architectural design as listed on the Order.

“Upgrade” means any modification, correction, enhancement, deletion, or substitution to the architectural design, including but not limited to, any data file or module thereto that may be provided by NextGen.

Last updated: August 30, 2020