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5.4. Professional Services.
<br />5.4.1. Deliverables. Subject to Customer's timely payment of applicable fees, and subject to this
<br />Agreement and each applicable SOW, Customer shall have a perpetual, non-exclusive, nontransferable, right
<br />and license to use, display and reproduce the Deliverables for its internal business purposes. Deliverables may
<br />not be shared with any third party other than law enforcement agencies. In no event may Deliverables be used
<br />for sales or marketing activities.
<br />5.4.2. Customer -Owned Property. Customer will be and remain, at all times, the sole and exclusive
<br />owner of the Customer -Owned Property (including, without limitation, any modification, compilation, derivative
<br />work of, and all intellectual property and proprietary rights contained in or pertaining thereto). FireEye will
<br />promptly return to Customer all Customer -Owned Property upon the termination or expiration of the applicable
<br />Statement of Work or Order, or sooner at Customer's request. "Customer -Owned Property" means any
<br />technology, software, algorithms, formulas, techniques or know-how and other tangible and intangible items that
<br />were owned by Customer, or developed by or for Customer prior to the SOW Effective Date that are provided
<br />by Customer to FireEye for incorporation into or used in connection with the development of the Deliverables or
<br />performance of Professional Services.
<br />5.4.3. Customer Responsibilities. If the Services or Subscriptions require the installation and use of FireEye
<br />equipment or software, Customer will facilitate the installation and shall provide physical space, electrical power,
<br />Internet connectivity and physical access as reasonably determined and communicated by FireEye.
<br />Notwithstanding anything to the contrary herein or in any Statement of Work, including confidentiality provisions,
<br />if Customer has hired FireEye to perform a PCI DSS Compliance Audit or a PCI investigation, FireEye may provide
<br />The Payment Card Industry Security Standards Council, LLC (PCI SSC), card companies and the relevant
<br />merchant bank with all Reports of Compliance (ROC) and all related assessment and investigative report
<br />documents generated in connection with such work, as required by PCI DSS rules.
<br />5.4.4. Additional Assumptions. (a) estimated Fees for Professional Services do not include any hardware,
<br />software, licensing, maintenance or support costs of any FireEye or other third -party product or service suggested
<br />by FireEye in the course of performing Professional Services; (b) when FireEye's personnel are performing
<br />Professional Services on site at Customer's premises, Customer will allocate appropriate working space and
<br />physical access for all FireEye personnel; (c) Customer will make available key individuals within the security
<br />program that can best help plan and coordinate activities described in the SOW; (d) either party may elect to
<br />submit written change requests to the other party proposing changes to the Statement of Work. All changes to
<br />the requirements and Statement of Work will be made using agreed -to project change control procedures.
<br />5.5 Evaluations. If Customer receives a Product or Subscription for evaluation purposes ("Evaluation
<br />Offerings") then Customer may use the Evaluation Offerings for its own internal evaluation purposes for a period
<br />of up to thirty (30) days from the date of receipt of the Evaluation Offerings (the "Evaluation Period"). Customer
<br />and FireEye may, upon mutual written agreement (including via email), extend the Evaluation Period. If the
<br />Evaluation Offering includes hardware components, Customer will return the hardware within ten (10) days of
<br />the end of the Evaluation Period, and if Customer does not return the hardware within this period, Customer shall
<br />be invoiced for the then -current list price for the applicable Evaluation Offering. Customer acknowledges that
<br />title to hardware components of Evaluation Offerings remains with FireEye at all times, and that Evaluation
<br />Offerings may be used and/or refurbished units. If the Evaluation Offering does not include hardware
<br />components, Evaluator must delete all software and other components (including Documentation) related to
<br />the Evaluation Offering at the end of the Evaluation Period, and confirm those deletions in writing to FireEye, or
<br />the Evaluator shall be invoiced for the then -current list price for the Evaluation Offering. If the Evaluation Offering
<br />is a Subscription, Evaluator understands that FireEye may disable access to the Subscription automatically at the
<br />end of the Evaluation Period, without notice to Evaluator. EVALUATION OFFERINGS ARE PROVIDED "AS IS", AND
<br />TO THE EXTENT PERMITTED BY APPLICABLE LAW, FIREEYE DISCLAIMS ALL WARRANTIES RELATING TO THE EVALUATION
<br />OFFERINGS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF
<br />THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br />6. INTELLECTUAL PROPERTY
<br />Confidential FireEye Rev. 8/2016
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