PRE-RELEASE SINGLE SIGN ON
BENEFIT AGREEMENT

READ CAREFULLY: AUTODESK, INC. (“AUTODESK”) WILL MAKE THE PRE-RELEASE  SINGLE SIGN ON BENEFITS AVAILABLE TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS PRE-RELEASE SINGLE SIGN ON BENEFIT AGREEMENT (“AGREEMENT”). 

BY EXECUTING THIS AGREEMENT, OR INSTALLING, ACCESSING OR USING ALL OR ANY PORTION OF THE PRE-RELEASE SINGLE SIGN ON BENEFITS, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IT SHALL BE BINDING BETWEEN AUTODESK AND THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACCESSING THE PRE-RELEASE OFFERING BENEFITS, (“PARTICIPANT”).

Autodesk is willing to supply access to Participant within the protection of a confidential relationship, to certain Pre-Release Single Sign On Benefits (as defined below); and 

Participant desires to have access to the Pre-Release Single Sign On Benefits and understands the untested nature of the Pre-Release Single Sign On Benefits, and is willing to enter a confidential relationship to use the Pre-Release Single-Sign On Benefits.

1. DEFINITIONS 

In addition to the terms defined elsewhere in this Agreement, the following terms, when used herein, shall have the following meanings:

“Pre-Release Single Sign On Benefits” shall mean the pre-release versions of Single Sign On functionality , including without limitation any related software and specifications f, whether designated alpha, beta, pre-release, preview, early access or otherwise. Pre-Release Single Sign On Benefits also include any and all related marketing and business plans and other information and documents, no matter how obtained by Participant. The Pre-Release Single Sign On Benefits are Autodesk Confidential Information, as defined below.

“Single Sign On”  means user and account authentication functionality that enables Participant’s authorized users to sign in to Autodesk products and services using Participant’s enterprise credentials.

2. PRE-RELEASE OFFERING, RESPONSIBILITIES OF THE PARTIES AND RELATIONSHIP TO EXISTING ENTITLEMENTS

2.1  Description of Pre-Release Single Sign On Benefits; The Pre-Release Single Sign On Benefits provide federated Authorized User access to the services  and related benefits. Autodesk will provide onboarding materials to enable Participant to register and configure Single Sign On for Participant’s domain. Once Participant’s domain is registered with Autodesk and Participant has configured Single Sign On, when Participant’s Authorized Users attempt to sign in using Autodesk’s account sign-in process they are instead redirected to Participant’s entity sign in process where they enter their entity credentials (e.g., their user log-on information for Participant’s enterprise) which enables access to and use of Offerings and related benefits.

2.2 Relationship of Pre-Release Single Sign On to Existing Entitlements.  This Agreement governs Autodesk’s delivery of and Participant’s access to and use of the Pre-Release Single Sign On Benefits.  This Agreement does not amend or otherwise modify the governing terms applicable to any of Participant’s pre-existing Autodesk subscription or maintenance entitlements.  Participant’s access and use of Autodesk software and web services remain subject to the original terms applicable to those offerings.

2.3  Pre-Release Single Sign On Benefits.  During the term of the phase, Autodesk will provide Participant with the following pre-release benefits: (i) federated Authorized User access to products and services, as available , and (ii) onboarding materials to enable Participant to register and configure Single Sign On for Participant’s domain.

2.4  No Additional Fee.  Participant shall not be required to pay Autodesk any additional fees pursuant to this Agreement based for participation in the Pre-Release Single Sign On . Unless either party terminates this Agreement sooner, upon commercial release of Single Sign On Benefits by Autodesk, this Agreement shall automatically terminate and continued use of the Single Sign On Benefits will require that Participant purchase an Autodesk commercial offering that includes Single Sign On.

3. CONFIDENTIALITY

3.1 Autodesk Confidential Information. “Confidential Information” of Autodesk means non-public information that Autodesk designates as being confidential to Participant, or which, under the circumstances surrounding disclosure ought to be treated as confidential by Participant. “Confidential Information” includes, without limitation, the Pre-Release Single Sign On Benefits and any information in tangible or intangible form, whether in oral or written form, relating to and/or including offering names, code names, specifications, development plans and results, research activities and results, improvements, functionality, defects, errors, techniques, inventions, whether patentable or not, code, documentation, algorithms, formulas, data structures, scripts, protocols and other technical information, the marketing or promotion of any Autodesk product, product pricing, product costs, business opportunities and financial information, strategies, timetables, forecasts, Autodesk’s business policies or practices, processes, ideas, know-how and expertise of employees or consultants, and information received from third parties that Autodesk is obligated to treat as confidential. 

3.2 Restrictions. By disclosing Autodesk Confidential Information to Participant, Autodesk does not grant any express or implied right to Participant under any patents, copyrights, trademarks, or trade secret information, except as provided herein. Participant shall (a) use Autodesk Confidential Information solely for the purpose of testing and evaluating Pre-Release Offering Benefits and providing Feedback thereon; (b) refrain from disclosing any Autodesk Confidential Information to third parties except as expressly provided in Sections 3.3 and 3.4 of this Agreement for a period of five (5) years after the date that Autodesk first discloses such Confidential Information to Participant; and (c) take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information. Participant shall notify Autodesk immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Participant and its employees and consultants, and will cooperate with Autodesk in every reasonable way to help Autodesk regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

3.3 Judicial Exception. Participant may disclose Confidential Information in accordance with a judicial or other governmental order, provided that Participant gives the undersigned Autodesk representative immediate written notice, (in any event no less than five (5) days) prior to such disclosure to allow Autodesk a reasonable opportunity to seek a protective order or equivalent. 

3.4 Need-to-know Basis. Participant may disclose Confidential Information only to Participant’s employees and consultants on a need-to-know basis. Participant will have executed or shall execute appropriate written agreements with its employees or consultants sufficient to enable it to comply with all the provisions of this Agreement. Participant hereby guarantees the performance of this provision by each employee or consultant obtaining disclosure of Autodesk Confidential Information from Participant.

3.5 Participant’s Confidential Information. To the extent that Participant provides Autodesk with information that is “Confidential Information” of Participant, Autodesk agrees not to use or disclose such information to any unaffiliated third party without Participant’s prior written consent. For purposes of this Agreement, “Confidential Information” of Participant means non-public information about Participant’s business or technology not related, directly or indirectly to the Pre-Release Single Sign On Benefits that Participant designates and marks as being confidential. Feedback, even if designated as Confidential by Participant, shall not create any confidentiality obligation for or upon Autodesk.

3.6 Exclusions from Confidential Information. As to each party, “Confidential Information” shall not include any information, however designated, as evidenced by written records, that: (i) is or subsequently becomes publicly available without a breach of any obligation of confidentiality hereunder; (ii) became known to the other party prior to disclosure of such information to such party pursuant to the terms of this Agreement without an obligation of confidentiality; (iii) became known from a third party other than by the breach of an obligation or confidentiality owed to a party hereto; or (iv) is independently developed by a party without use or access to Confidential Information of the other party. 

4. OWNERSHIP

Autodesk retains all right, title and interest in and to all patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to the design, manufacture, operation or service of the Pre-Release Single Sign On Benefits and Autodesk Confidential Information. 

5. WARRANTY  

THE BENEFITS, CONFIDENTIAL INFORMATION AND ANY HARDWARE FURNISHED HEREUNDER ARE FURNISHED ON AN "AS IS" BASIS, AND AUTODESK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. AUTODESK SPECIFICALLY DOES NOT WARRANT THAT THE PRE-RELEASE SINGLE SIGN ON BENEFITS OR HARDWARE WILL MEET PARTICIPANT'S REQUIREMENTS; WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY PARTICIPANT; THAT THE OPERATION OF THE PRE-RELEASE SINGLE SIGN ON BENEFITS WILL BE ERROR-FREE OR UNINTERRUPTED; OR THAT ALL ERRORS OR DEFECTS IN THE PRE-RELEASE OFFERING BENEFITS WILL BE CORRECTED. NEITHER AUTODESK NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO PARTICIPANT’S USE OR INABILITY TO USE PRE-RELEASE SINGLE SIGN ON BENEFITS. BY EXERCISING RIGHTS UNDER THIS AGREEMENT, PARTICIPANT ASSUMES ALL RISKS ASSOCIATED WITH SUCH USE.

PARTICIPANT EXPRESSLY ACKNOWLEDGES THAT THE PRE-RELEASE SINGLE SIGN ON BENEFITS HAVE NOT BEEN FULLY TESTED AND CONTAIN DEFECTS OR DEFICIENCIES WHICH MAY NOT OR WILL NOT BE CORRECTED BY AUTODESK, THAT THE PRE-RELEASE SINGLE SIGN ON BENEFITS WILL UNDERGO SIGNIFICANT CHANGES PRIOR TO RELEASE OF THE CORRESPONDING GENERALLY AVAILABLE FINAL VERSION AND THAT THE GENERALLY AVAILABLE FINAL VERSION MAY NOT CONTAIN CERTAIN FEATURES OR FUNCTIONALITY THAT ARE CONTAINED IN THE VERSION OF THE PRE-RELEASE SINGLE SIGN ON BENEFITS LICENSED TO PARTICIPANT. NOTWITHSTANDING THE FOREGOING, AUTODESK SHALL HAVE NO OBLIGATION TO RELEASE ANY PRODUCT OR MAKE AVAILABLE ANY SERVICE BASED ON THE PRE-RELEASE SINGLE SIGN ON BENEFITS OR CONFIDENTIAL INFORMATION PROVIDED HEREUNDER. 

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL AUTODESK BE LIABLE HEREUNDER FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, NOR SHALL AUTODESK BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM A FORCE MAJEURE OR AN ACT OF A THIRD-PARTY OR OF NO FAULT ON ITS BEHALF. PARTICIPANT'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, OR OTHERWISE, IS TO CEASE USE OF AND TO RETURN THE PRE-RELEASE SINGLE SIGN ON BENEFITS TO AUTODESK. 

7. TERM & TERMINATION

7.1 Term. This Agreement shall be effective from the Effective Date shall continue until terminated pursuant to Section 7.2.

7.2 Termination. This Agreement may be terminated at any time by either party, with or without cause, effective upon notice of termination. This Agreement will terminate automatically upon commercial availability of Single Sign On Benefits from Autodesk.

7.3 Return. Upon termination of this Agreement for any reason, if Autodesk so requests, Participant shall return to Autodesk all copies of the Pre-Release Single Sign On Benefits, all other tangible materials and devices provided to Participant under this Agreement and any other Confidential Information provided to Participant hereunder, that is in Participant’s possession or under its control within ten (10) business days following the termination date. If requested by Autodesk, Participant shall provide a declaration signed by an officer of Participant attesting that all copies of the Pre-Release Single Sign On Benefits and Confidential Information have been returned to Autodesk.

7.4 Survival. Sections 1 (Definitions), 3 (Confidentiality), 4 (Ownership),), 5 (Warranties), 6 (Limitation of Liability), 7.3 (Return) and 8(General), shall survive termination of this Agreement for any reason. 

8. GENERAL

8.1 No Reliance. Autodesk Pre-Release Single Sign On Benefits and Confidential Information may concern planned or future development efforts for existing or new Autodesk models, benefits, products and services. Pre-Release Offering Benefits and Confidential Information are not intended to be a promise or guarantee of future delivery of products, services or features but merely reflect our current plans, which may change. 

8.2 Notices. All notices and requests in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows:

To Participant:

At the address provided on the registration information of Participant provided to Autodesk. 

To Autodesk:

111 McInnis Parkway 
San Rafael, CA 94903 
Attention: General Counsel 
Fax: (415) 507-6126 

or to such other address as the party to receive the notice or request so designates by written notice to the other. 

NOTICE IS NOT DEEMED GIVEN UNLESS NOTICE TO AUTODESK’S GENERAL COUNSEL HAS BEEN GIVEN.

8.3 Governing Law/Jurisdiction/Attorneys’ Fees. This Agreement shall be construed and controlled by the laws of the State of California, and Participant consents to exclusive jurisdiction and venue in the federal courts sitting in San Francisco, California, unless no federal subject matter jurisdiction exists, in which case Participant consents to exclusive jurisdiction and venue in the Superior Court of Marin County, California. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Participant waives all defenses of lack of personal jurisdiction and forum non-conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses. Participant acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Autodesk shall be entitled, without waiving any other rights or remedies, to obtain injunctive or equitable relief against the threatened breach of this Agreement or the continuation of any such breach by Participant, without the necessity of proving actual damages as may be deemed properly by a court of competent jurisdiction.

8.4 Independent Contractors. The parties hereunder are operating as independent contractors, and nothing in this Agreement shall be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.

8.5 Severability. If any provision of this agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable.

8.6 Export Restrictions. Participant acknowledges that the Autodesk Pre-Release Offering Benefits and Confidential Information are subject to U.S. export jurisdiction. Participant agrees to comply with all applicable international and national laws that apply to Pre-Release Offering Benefits, including the U.S. Export Administration Regulations, as well as end-user, end use and destinations restrictions issued by the U.S. and other governments.

8.7 Costs. Each party will be responsible for covering their respective costs and expenses in performing their duties under this Agreement, unless expressly provided otherwise in this Agreement.

8.8 Headings. The Section headings used in this Agreement are for convenience only and shall not be given any substantive effect.

8.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the parties’ conduct of and participation in this pre-release benefits testing and supersedes all prior and contemporaneous agreements or communications. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of Participant and Autodesk by their respective duly authorized representatives. Neither this Agreement nor any of the rights, interest or obligations of Licensee hereunder shall be assigned or delegated. Any unauthorized assignment shall be null and void. No waiver of any breach of any provision of this agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. In the event that Participant has also executed a license agreement for any other use other than set forth herein, of a version of Pre-Release Offering Benefits, such license agreement shall govern Participant’s use of such Pre-Release Offering Benefits.