Technical Service Agreement
This Base Agreement ( “Base Agreement” ) dated as of 2004-09-13 ( “Effective Date” ), between International Business
Machine China Company Limited ( “Buyer” ) and Worksoft Creative Software Ltd. ( “Supplier” ), establishes the basis for a
multinational procurement relationship under which Supplier will provide Buyer the Deliverables and Services described in
SOWs issued under this Base Agreement. Deliverables and Services acquired by Buyer on or after the Effective Date will be
covered by this Base Agreement. This Base Agreement will remain in effect until terminated.
“Affiliates” means entities that control, are controlled by, or are under common control with, a party to this Agreement.
“Agreement” means this Base Agreement and any relevant Statements of Work ( “SOW” ), Work Authorizations ( “WA” ),
and other attachments or appendices specifically referenced in this Agreement.
“Appearance Design” means the appearance presented by an object, formed in hardware or by software that creates a visual
impression on an observer. Appearance Design refers to the ornamental and not the functional aspects of an object.
“Deliverables” means items that Supplier prepares for or provides to Buyer as described in a SOW. Deliverables include
Developed Works, Preexisting Materials, and Tools.
“Developed Works” means all work product (including software and its Externals) developed in the performance of this
Agreement as described in a SOW. Developed Works do not include Preexisting Materials, Tools, or items specifically excluded
in a SOW.
“Electronic Self-Help” means a process where Supplier electronically disables, removes, or otherwise prevents the use of its
software product without the Buyer’s or Buyer’s Customer’s cooperation or consent. Electronic Self-Help could be done
through electronic or other means (for example: remotely through “back doors” or hidden entrances in the software or through
hidden shut-down commands in the software that can be act