TALENT RELATIONSHIP MANAGEMENT. GET this IP accelerator to IMPLEMENT in your Dynamics CRM projects

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1 TALENT RELATIONSHIP MANAGEMENT GET this IP accelerator to IMPLEMENT in your Dynamics CRM projects Recruiting process management Candidate management Interview process management Create CV database Quickly find a required profile Cross competence search

2 2 1. Software Description 1.1. Overview TRM - Talent Relationship Management is a platform to manage people recruitment & selection processes, aiming to address a common problem across most organizations. TRM - Talent Relationship Management is based on Microsoft Dynamics CRM 2015, leveraging, whenever possible, native functionality and characteristics. The solution pack is composed of two different workspaces: Applicants Portal and Organization Portal (back-office) Software components inventory Applicants Portal It s a web site where job seekers can interact with the organization, in a self-service manner, to insert or update their personal and professional information and to apply for specific vacancies Functionalities Registration: New user Login: With username and password Personal information registration: Manually fill in information Professional information registration: Manually fill in information Upload of CV in Europass format: Automatic filling in the information in each section of the applicant data View available vacancies Attach files and/or photo: treated as CRM notes Integration with Dynamics CRM: ia web services and CRM SDK Multi-language: Available languages are PT, EN, FR Organization Portal Microsoft Dynamics CRM user interface, to be used internally, where all information regarding the applicants can be found. This portal can be accessed via browser or Microsoft Outlook Functionalities: Login Create or update vacancy records: with username and password, standard CRM View applicants information View applications Update applicants information Applicants search and segmentation KPIs and dashboards Agenda management Activity management Multi-language: Available languages are PT, EN, FR 1.3. Technical Requirements TRM - Talent Relationship Management implementation demands the following technical requirements to be observed by LICENSEE: Dynamics CRM licenses subscription. The solution requires as many CRM licenses as users that will have access to the interface. An additional user license is required for administration purposes and to grant access to Applicants Portal. Hosting space to for the Applicants Portal, either on a local server or on the cloud (for instance, Azure). These requirements must be satisfied by LICENSEE Deliverables The following deliverables are considered within the scope of the proposal: Source code (Applicants Portal and Dynamics CRM customization); User manual; Technical (administrator) manual. 2. Commercial Terms 2.1. Price The price of the TRM licensing here of amounts to and shall be paid by LICENSEE to Bizdirect. At this amount will be added VAT, if applicable Payments Terms After signature of the Acceptance Form, Bizdirect shall invoice to LICENSEE the total amount referred in section 2.1. of this Section 2. Such amount shall be due immediately after invoicing. Payment of the price shall be made to the Bizdirect s bank account set out in the respective invoice Delivering The Software will be delivered to LICENSEE by no later than 5 days after: (i) full payment reception of the price by Bizdirect and (ii) LICENSEE demonstrates it complies with all the requirements established in Article 4 of the Embedded Software License Distribution Agreement Proposal validity The current proposal is valid for a period of 30 days, from the date of presentation.

3 3 3. Embedded Software Licence Distribution Agreement This Embedded Software License Distribution Agreement (hereinafter referred to as Agreement ) is entered between DIGITMARKET SISTEMAS DE INFORMAÇÃO, S.A., a company incorporated under the laws of Portugal, having its registered office at Lugar do Espido, Via Norte, Maia, Portugal, with the registered paid-up share capital of (fifty thousand euros), with the sole number of tax payer and of, registration at the Commercial Registry Office of Maia (Portugal) , hereinafter referred to as Bizdirect and Client or LICENSEE (as defined below). (Bizdirect and LICENSEE shall be hereinafter, individually referred to as Party and collectively referred to as Parties ), Article 1 (Definitions) 1. For the purposes of this Agreement, the following terms, when beginning with capitalized letters, shall have the following specified meanings, except when otherwise expressly stated: Effective Date: means the date of acceptance of the Proposal by the Client; License: means the right (conferred by Bizdirect to the LICENSEE), non-exclusive and non-transferable, to use the Software under the terms and conditions established herein; Licensee or Client: means the entity which enters into this Agreement with Bizdirect and who is entitled to use the Software, under the terms and conditions established herewith. Software: means the whole or part of software, owned by Bizdirect, TRM Talent Relationship Management, version 1.0, described in section 1 of the Proposal, which is based on and is a Customization of Microsoft Dynamics CRM 2015, which is licensed to the LICENSEE pursuant to this Agreement; Documentation: means the following documentation associated with the Software in English language: user manual and technical manual, which is licensed to Licensee under the terms hereof; Application Package: means the software property of or licensed to the LICENSEE in which the Software is embedded. Embedded Program: means the Software embedded in the Application Package, and which may be licensed by the LICENSEE to the End User (as defined below), under the terms and conditions of this Agreement. End User: means a third party which is authorized to use the Embedded Program for its own internal business operations, subject to the terms and conditions of an End User Licence Agreement entered into by the LICENSEE and the End User, as further described in Article Words expressed in the singular shall include the plural and vice versa and words referring to a particular gender include every gender. Article 2 (Scope of the Agreement) 1. Subject to the terms of this Agreement, Bizdirect grants the LICENSEE a nonexclusive, non-transferable, revocable license for the use of the Software for the sole purposes expressly stated in this Agreement. 2. The LICENSEE shall be responsible for providing and maintaining the environments (including but not limited to the hardware equipment and base software, namely the ones described in Article 4) necessary for the use of the Software. Article 3 (LICENSEE s rights and obligations) 1. The License granted to the LICENSEE entitles the latter to use the Software and make the necessary copies, developments, modifications, customizations, configurations and/or adaptations in order to embed the Software into LICENSEE s Application Package in strict compliance with its obligations under this Agreement. 2. The LICENSEE shall not distribute or use the Software in any manner except as specifically provided under this Agreement. 3. The Software may only be distributed to End Users when embedded in LICENSEE s Application Package. In any circumstance is LICENSEE authorized to distribute or provide the Software separately. Each distributed Embedded Program must be used only for the internal business operations of the End User and must be used only in conjunction with the LICENSEE s Application Package. 4. The LICENSEE shall only distribute the Embedded Program in object code only and, in no event, LICENSEE shall allow any End User to have access to the Software s source code, or any license keys whatsoever to open the Software s source code. 5. The LICENSEE shall comply with all relevant applicable export laws and regulations in order to assure that the Software is not exported, directly or indirectly, in violation of applicable laws. 6. The LICENSEE shall not rent, lease or timeshare the Software or provide subscription services for the Software, or permit the End Users to do so, unless expressly authorized by Bizdirect, in writing. 7. The LICENSEE shall not engage in any conduct that may be detrimental to Bizdirect or the Software. 8. The LICENSEE shall not enter into any agreement which requires LICENSEE to take any actions which are in conflict with the terms of this Agreement. 9. The LICENSEE shall treat the Software s source code as Confidential Information, as defined in Article 16, and shall comply with the obligations stated therein, namely supervising and controlling the use of the Software by its workers and/or contractors (including those hired by third parties) in accordance with the terms of this Agreement. Article 4 (License Requirements) 1. In order to be able to use the Software, the LICENSEE shall comply with the following license requirements: a) The LICENSEE shall have duly acquired a Microsoft Dynamics CRM license, described in

4 4 en-us/licensing/product-licensing/products. aspx#pur in order to use the Software; b) The LICENSEE shall provide hosting space for the Software (specifically, the web portal), either in a local server, or in a cloud server, which provides sufficient protection and security to the Software s source code. c) The LICENSEE shall acquire and maintain as many Microsoft Dynamics CRM licenses as the number of End Users which will have access or rights to use the Embedded Program; d) pay in full the amounts of the Software licensing. 2. The usage of the Software by the LICENSEE is subject to the proper and continuous compliance of the licence requirements established in number 1 of the current Article. Article 5 (Bizdirect Obligations) 1. Under the terms of this Agreement, Bizdirect shall deliver to LICENSEE the following: a) One (1) copy of the Software and Documentation. 2. Such delivery shall be made by Bizdirect to LICENSEE according to section 2 of the Proposal. 3. The LICENSEE acknowledges and accepts that Bizdirect shall only have the obligation to deliver the Software and the Documentation to LICENSEE after it pays the License Fees and demonstrates to Bizdirect it is in full compliance with the requirements indicated above in Article 4. Article 6 (License Fees) 1. The rights granted to the LICENSEE pursuant to this Agreement are subject to due and timely payment to Bizdirect of the amounts defined and according to section 2 of the Proposal. Article 7 (Software Warranty) 1. Bizdirect warrants to LICENSEE that the Software will operate in all material aspects described in the Documentation for two months from delivery of the Embedded Program to the End User (the Warranty Period ) and LICENSEE is responsible to report any Software error within that period. 2. During the Warranty Period, Bizdirect will proceed to the correction of errors in the Software, concerning what has been set out in the proposal, provided that: a) No changes have been made to the Software and that it has been used according to the procedures and instructions of Bizdirect s operation; b) No third party has been authorized to use, modify, interfere, or perform Software maintenance. c) Any error, omission or fault is communicated to Bizdirect within the Warranty Period. 3. BIZDIRECT DOES NOT GUARANTEE THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT BIZDIRECT WILL CORRECT ALL PROGRAM ERRORS 4. FOR ANY BREACH OF THE ABOVE WARRANTIES, LICENSEE S EXCLUSIVE REMEDY AND BIZDIRECT S ENTIRE LIABILITY SHALL BE: (A) THE PROVISION OF A CONTINGENCY SOLUTION; (B) THE CORRECTION OF THE SOFTWARE ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR (C) IF BIZDIRECT CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER, LICENSEE MAY END THIS AGREEMENT AND RECOVER THE FEES PAID BY THE LICENSEE FOR THE SOFTWARE LICENSE. 5. The LICENSEE acknowledges that the Software is made available and licensed by Bizdirect on an as is basis and in its current state. TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. As such, the LICENSEE shall be exclusively responsible for the Software s results and/ or performance, as well as for any possible incompatibilities between the Software (and its respective updates) and any third parties software. Bizdirect will not accept any complaints based on hypothetical or eventual specifications and/or functionalities that the Software should have complies with and declines any and all responsibility that the LICENSEE may seek to attribute on such grounds. 6. Bizdirect declares that the Software warranty herein established shall not apply to the correction of errors arising from incorrect, abusive or corrupt use of the Software or from the use of the Software with other software or equipment with which the Software is incompatible. Article 8 (End User License Agreement) 1. The LICENSEE acknowledges that it has the responsibility to, prior to the distribution of the Embedded Program to any End User, enter into a legally binding End User License Agreement. 2. The End User License Agreement for the Embedded Program shall comply, at a minimum, with the following requirements: a) limit the use of the Software to the legal entity that executed the End User License Agreement; b) restrict use of the Software to the scope of the Application Package and to the internal business operations of the End User. c) inform the End User that the Software is property of or licensed to Bizdirect, and state that Bizdirect or its licensors retains all ownership and intellectual property rights to the Software; d) prohibit (i) modification of the Software or use of the Software for rental, timesharing, subscription service, hosting, or outsourcing; (ii) the removal or modification of any Software markings or any notice of Bizdirect s or its licensors proprietary rights; (iii) the End User from making the Software available in any manner to any third party for use in the third party s business operations (unless such access is expressly permitted upon written authorization by Bizdirect). e) require the End User, at the termination of the agreement, to discontinue use and destroy or return to LICENSEE all copies of the Software and Documentation. f) permit LICENSEE to audit the End User s use of the Software and require the End User to provide reasonable assistance and access to information in the course of such audit and permit LICENSEE to report the audit results to Bizdirect or to assign LICENSEE s right to audit the End User s use of the Software to Bizdirect. Where LICENSEE assigns the right to audit to Bizdirect, then Bizdirect shall not be responsible for any of LICENSEE s or the End User s costs incurred in cooperating with the audit. 3. LICENSEE shall be financially responsible for all claims and damages to Bizdirect caused by LICENSEE s failure to include the

5 5 required contractual terms set forth above in each End User License Agreement between LICENSEE and an End User. Article 9 (End User Technical Support) 1. Technical Support to the Embedded Program licensed to the End User is LICENSEE s sole responsibility. In any event Bizdirect shall have any liability towards the End User for giving such technical support. All technical support questions Bizdirect may receive from End Users will be referred to LICENSEE. 2. notwithstanding the above, Bizdirect may provide technical support to LICENSEE exclusively in relation to the Software (and not to the Embedded Program). In this case, such technical support shall be subject to an entire new agreement and shall be provided in consideration of a fee to be paid by LICENSEE to Bizdirect, under the terms of this new agreement. Article 10 (Liability) 1. The Parties hereby agree that, unless otherwise mandatorily imposed by law (and only to such extent), Bizdirect shall be only responsible or liable for direct damages, caused intentionally or with wilful misconduct, being therefore excluded all other damages, namely the ones caused by any third or auxiliary parties, costs of procurement of substitutes goods or services, lost profits, lost sales or business revenue or expected savings, indirect, special, incidental, or consequential damages arising out or related to this Agreement or to the use of the Software or the Documentation. 2. Notwithstanding the above, unless otherwise mandatorily imposed by law (and only to such extent), the Parties further agree that Bizdirect total liability deriving from the Agreement shall not exceed the License fee owed by LICENSEE to Bizdirect. Article 11 (Bizdirect s Indemnification) 1. Bizdirect shall indemnify the LICENSEE from all court sentenced claims of any kind relating to the Software asserted against the LICENSEE arising from the infringement of third parties copyright or any other intellectual property rights. Bizdirect shall determine the extent and method of defence and shall hold the LICENSEE harmless from such third parties claims. LICENSEE shall immediately inform Bizdirect of any such claims. LICENSEE shall also provide support and assistance to Bizdirect in the defence against such claims from third parties. Bizdirect shall have no duty to indemnify the LICENSEE whenever said third parties claims are related to changes or modifications to the Software made by the LICENSEE or by third parties. 2. If a third party asserts an intellectual property rights infringement against LICENSEE, Bizdirect is entitled to choose between one of the following actions: a) exchange the Software for equivalent software which does not infringe intellectual property rights of third parties; or b) make modifications to the Software so that it no longer infringes the intellectual property rights of third parties; or c) make sure that LICENSEE can continue to use the Software without additional costs. Article 12 (LICENSEE s Indemnification) 1. LICENSEE shall indemnify Bizdirect from all court sentenced claims of any kind relating to the Embedded Program asserted against Bizdirect arising from the infringement of third parties copyright or any other intellectual property rights. LICENSEE shall determine the extent and method of defense and shall hold Bizdirect harmless from such third parties claims. Bizdirect shall immediately inform LICENSEE of any such claims. Bizdirect shall also provide support and assistance to LICENSEE in the defense against such claims from third parties. LICENSEE shall have no duty to indemnify the Bizdirect whenever said third parties claims are related exclusively to the Software in the state it was delivered by Bizdirect to LICENSEE (eg. before any change to the Software made by LICENSEE under the terms of this Agreement). 2. If a third party asserts an intellectual property rights against Bizdirect, LICENSEE is entitled to choose between one of the following actions: a) exchange the Embedded Program for equivalent software which does not infringe intellectual property rights of third parties; or b) make modifications to the Embedded Program so that it no longer infringes the intellectual property rights of third parties; 3. The LICENSEE shall also indemnify Bizdirect from all claims asserted against Bizdirect by third parties (including, but not limited to Microsoft Ireland Opertaions Ltd.) for the breach of any obligation stated in this Agreement, including, but not limited to, any unauthorized use or disclosure of the Software s source code. LICENSEE shall held Bizdirect harmless from such third parties claims. Article 13 (Intellectual Property) 1. This Agreement does not transfer any of Bizdirect intellectual property rights. LICENSEE acknowledges and agrees that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the Software, including respective source codes as well as all documentation relating thereto are and shall remain the sole property of Bizdirect (with the sole exception of the intellectual property rights of third parties which shall remain with such third parties). 2. The Software contains third party technology, for which LICENSEE must acquire the corresponding licenses, as established under Article It is expressly agreed that Bizdirect remains solely entitled to all intellectual property rights pertaining to the Software, under the terms of the number one of this Article. LICENSEE shall not, during or at any time after conclusion, expiry or termination of this Agreement, in any way, question or dispute Bizdirect intellectual property rights. 3. The Parties represent that respect thirdparty intellectual property rights. 4. LICENSEE undertakes to not change, modify, exclude or otherwise interfere with trademarks, trade names, Software s name or any other markings or signs of identification contained in the Software. 5. LICENSEE shall fully indemnify Bizdirect against all liabilities, costs and expenses in which Bizdirect may incur as a result of an infringement of any of the latter s copyright, trademarks, trade names, patents or other intellectual property rights as specified in this article.

6 6 Article 14 (Term and Termination) 1. This Agreement shall enter into force on the date of its execution and shall remain in effect indefinitely unless terminated pursuant to the terms established herein or in accordance with the terms of law. 2. This Agreement may be terminated at any time, without cause, by the LICENSEE by providing written notice, return receipt acknowledged, ninety (90) days prior to the production of the effects of termination; such termination by the LICENSEE shall not entitle the latter to claim from Bizdirect the value of the License. 3. Either Party may terminate this Agreement by written notice to the other Party if any of the following circumstances occurs: (a) material breach of the obligations arising from this Agreement and such breach is not been cured within thirty (30) days from the date of receipt of written notice of breach sent by the non-defaulting Party;. or (b) unless (and only to the extent) mandatorily imposed by law, situation of bankruptcy, suspension of payments or the appointment of a judicial receiver or if winding-up and/or liquidating proceedings are pending. 4. Termination of this Agreement for reasons attributable to the LICENSEE shall cause the latter to be obliged to pay the License fee (due but unpaid). 5. Upon termination of this Agreement, and regardless of the grounds, the LICENSEE shall discontinue the use of the Software and of any part thereof and return the Software and the Documentation (including any copies of the same) to Bizdirect within 15 days from the date of termination. The LICENSEE shall also uninstall and remove the Software and any related component. 6. In the event of termination of this Agreement for reasons attributable to the LICENSEE the latter shall not be entitled to claim any kind of compensation or indemnification for damages and/or losses arising from such termination. 7. In any event, termination of this Agreement will not affect licenses of the Embedded Program that were granted to End Users previously to the date of termination. Article 15 (Confidential Information) 1. Under the terms and for the purposes of this Article, Confidential Information means the contents of the Proposal and this Agreement, and all information which relates to the business affairs, products, services, marketing strategy, developments, trade secrets know-how, personnel, customers and suppliers of either party or other information to the extent that it may reasonably be regarded as the confidential information of the disclosing party and all unpatented designs, drawings, software specifications, processes, testing procedures, security systems and all other information and material other data, information, text, drawings, diagrams, images or sound embodied or carried in any electronic tangible or intangible medium which are supplied or in respect of which access is granted by one party to the other pursuant to this Agreement, or which either party is required to generate under this Agreement or which was disclosed by one party to the other directly or indirectly, provided that Confidential Information shall not include: (a) information which was in the public domain at the time of the disclosure; (b) information which, though originally Confidential Information, subsequently falls into the public domain without having been disclosed by the receiving Party; (c) information independently developed by either party, as long as such Party can demonstrate that it had no access to Confidential Information as defined in this Agreement; (d) information lawfully in the possession of either party at the time of disclosure or which is subsequently lawfully received from a third party; (e) information disclosed pursuant to a duty imposed by law or by a court or required by the relevant regulatory authority, but only to the extent so required; and (f) information disclosed with the other Party s prior written consent. 2. Except as provided as defined in number 1 of this Article, the Party receiving Confidential Information undertakes to treat the same as strictly confidential and shall not disclose it, directly or indirectly, to any other person, firm, corporation, association or entity, for any purpose whatsoever, and shall not make use of or copy such Confidential Informatio nfidential information may be only be disclosed to the Party s employees, consultants and sub-contractors who need access to such information for the performance of this Agreement. The Parties shall be responsible for informing such persons of the confidentiality duties to which they are bound and to ensure that such persons comply with the terms established herein 3. The Party receiving Confidential Information shall immediately return all tangible material related to the Confidential Information (in all forms, including, without limitation, all summaries, copies and excerpts of the Confidential Information) upon the earlier of: (i) the termination of this Agreement or (ii) request by the other Party. 4. All Confidential Information shall remain the exclusive property of the disclosing Party. The receiving Party is not entitled, nor become entitled, as a result of the license of the Software, by means of this Contract, or as a result of any other fact whatsoever, to use, assign, license or rent to third parties the Confidential Information, except as in accordance with number 1 of this Clause. 5. The obligation of confidentiality set out in this Article shall survive the termination or expiration of this Agreement for a period of three (3) years. Article 16 (Relationship between the Parties) 1. In all matters relating to this Agreement, LICENSEE will act as an independent contractor. This agreement does not create a partnership, joint venture, agency, employee/ employer, lobbyer/lobbyist employer relationship, or franchisee/franchisor relationship between the Parties. 2. Nothing in this Agreement shall be construed to limit either Party s right to independently develop or distribute software that is functionally similar to the other Party s software, as long as proprietary information of the other party is not included in such software or used to create such software. Article 17 (Governing Law and Jurisdiction) This Agreement shall be governed and construed in accordance with the laws of Portugal. The Parties agree that in the event of dispute regarding the interpretation, performance or termination of this Agreement the courts of Oporto shall have exclusive jurisdiction.

7 7 4. Acceptance Form, an entity incorporated under the laws of having its registered office at, with the registered share capital of, with the sole registration at the commercial registry office of and tax payer number hereby represented by the person(s) signing below, dully empowered to represent and bind this entity ( LICENSEE or CLIENT ), Hereby ACCEPTS, upon the signature below, this Proposal, including the COMMERCIAL TERMS and the EMBEDDED SOFTWARE LICENSE DISTRIBUTION AGREEMENT ( Agreement ) which are an integral part of the Proposal, with all its terms and conditions Accepted and Approved by: Company name: Representative Name: Job Title: Signature & Stamp: Date: / /