3M " End User Terms"

Appendix G

 

Terms substantially similar, in effect, to the following terms (“End User Terms”), must be passed through to GE Customers within the body of the GE Customer Agreements or in a 3M-specific addendum to the SR Customer Agreements when the 3M Product (standalone or as integrated with the GE Product), is made available to the GE Customer.

The GE Customer Agreement must:

1. state that the use of the 3M Product pursuant to the GE Customer Agreement is nonexclusive and non-assignable, and that the 3M Product is solely for the GE Customer’s internal use for the term agreed in the relevant Order Form, used in compliance with the GE Customer Agreement, and that the GE Customer must not: (i) use the 3M Product to process data for any other entity besides GE Customer, (ii) make the 3M Product accessible to any entity other than a reported Authorized User, GE Customer affiliates or GE Customer’s clients or GE Customer contractors provided that such affiliates, clients or contractors are under substantially similar confidentiality restrictions as set forth herein with respect to the 3M Product, (iii) making any modifications, derivatives works of, disassembling or otherwise reverse engineering the 3M Product, (iv) make copies of the 3M Product, except for archival and backup purposes;

2. state the use of the 3M Documents pursuant to the End User Terms is non-exclusive and non-assignable, and that the 3M Documents are solely for GE Customer’s internal use, used in compliance with the End User Terms, and that the GE Customer must not: (i) provide, or make accessible, the 3M Documents to any third party (i.e., the GE Customer must hold the 3M Documents in confidence and may not allow a third-party access to the 3M Documents), (ii) make any modifications to or derivatives of the 3M Documents, including the removal of any copyright or other proprietary rights notices, and (iii) making copies of the 3M Documents, except for archival and backup purposes;
3. state that 3M’s total and aggregated liability to GE Customer for any claims and liabilities for any injuries, losses, damages, costs or expenses (including reasonable attorney’s fees) arising from or related to the 3M Product or otherwise arising from the transactions contemplated herein, regardless of the form of action, will be equivalent to the prior twelve (12) months of fees paid by GE Customer to GE for the 3M Product giving rise to the liability;
4. state that the GE Customer Agreement will be terminated if the GE Customer violates its terms and fails to cure such violation; and
5. procure the same Clinical Data use rights that 3M has in Section 2.6 of the Agreement.

It is understood that the GE Customer Agreements may include these provisions globally (i.e., as applicable to the GE Product as well as the 3M Software and 3M Documents) and may not make specific reference to 3M, 3M and/or Software, but will contain terms for GE Product significantly similar to the above.

 

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