CrossVista Software Evaluation Agreement
(Online Version)

IMPORTANT: THIS IS AN EVALUATON AGREEMENT PERMITTING YOU TO DOWNLOAD AND EVALUATE FOR A LIMITED PERIOD CROSSVISTA INC.’S SOFTWARE. YOU ARE REQUIRED TO AGREE TO IT BEFORE YOU MAY DOWNLOAD OR EVALUATE THE SOFTWARE. BY CLICKING AN “AGREE & SUBMIT”, “I AGREE” OR SIMILAR BUTTON, OR BY CHECKING THE BOX TO REGISTER FOR THE EVALUATION, OR BY COMPLETING YOUR REGISTRATION FOR THE EVALUATION, OR BY DOWNLOADING OR ACCESSING THE SOFTWARE FROM THE CROSSVISTA.COM WEBSITE, YOU AGREE TO THIS AGREEMENT ON BEHALF OF YOURSELF AND ON BEHALF OF THE COMPANY OR ENTITY IDENTIFIED IN YOUR REGISTRATION. YOU ALSO REPRESENT (A) THAT YOU ARE AT LEAST 18 YEARS OF AGE, (B) THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, AND (C) ALL THE INFORMATION THAT YOU GIVE IN REGISTERING TO EVALUATE THE SOFTWARE IS ACCURATE AND COMPLETE. CROSSVISTA’S ACCEPTANCE OF THIS AGREEMENT BY YOU IS SUBJECT TO ITS DISCRETION AND WILL BE EVIDENCED BY CROSSVISTA PERMITTING YOU TO DOWNLOAD THE SOFTWARE.
YOU AND YOUR COMPANY ARE EACH REFERRED TO AS “Evaluator” IN THIS AGREEMENT, AND YOUR COMPANY IS ALSO REFERRED TO AS “Evaluator Company”.
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This CrossVista Software Evaluation Agreement (the “Agreement”) is made between CrossVista Inc., a Washington corporation, with a principal office at 99 Derby Street, Suite 200, Hingham, MA 02043, USA (“CrossVista”) and the Evaluator identified above, and is effective as of the date (the “Effective Date”) that CrossVista permits Evaluator to download CrossVista’s  software. The Evaluator’s address is the one given by You in registering for this evaluation.
Evaluator Company is considering entering into a subscription or licensing agreement for CrossVista’s software. Prior to Evaluator Company entering into that separate subscription or licensing agreement, the parties desire that CrossVista license the software to Evaluator so that Evaluator may evaluate the software for the Evaluation Period (as defined below) to determine whether or not Evaluator Company would like to enter into the subscription or licensing agreement with CrossVista.
The parties agree as follows:
1. DEFINITIONS. As used in this Agreement, each of the following capitalized terms and each of those defined in the Agreement shall have its indicated meaning, unless the context otherwise requires:
1.1. “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with, a party. The direct or indirect ownership of more than 50% of the outstanding voting stock or other voting ownership interests in an entity, the right to receive more than 50% of the profits or earnings of an entity, or the right or power to control management or policy decisions of an entity will be deemed to constitute control.
1.2. “Base Software” means webMethods software or any other software with which the Software works. No license, support, or maintenance is provided under this Agreement for the Base Software.
1.3. “Documentation” means the user documentation for the CrossVista software and such training materials as CrossVista may make available to Evaluator from time to time for that software. It does not include any other documentation for that software.
1.4. “Intellectual Property” and “IP” each means all rights throughout the world in any and all of the following: (a) patents, patent applications, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, Internet domain names and registrations and applications for the registration thereof together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs and mask works) and registrations and applications for registration thereof; (d) trade secrets, know-how and other proprietary information of a like kind; (e) waivable or assignable rights of publicity, waivable or assignable moral rights; and (f) all other forms of intellectual property, such as data and databases, in each case, to the extent protectable under applicable law. With respect to the Intellectual Property Rights of a party, those intellectual property rights of third parties are included as to which the party has a right to grant sublicenses, permissions or usage rights. “CrossVista IP” means the Intellectual Property Rights of CrossVista and its Affiliates.
1.5. “Software” means any CrossVista® software, including without limitation any Updates, made available under this Agreement. It also includes the Documentation, Recorded Demos, and Recorded Webinars.
1.6. “Update” means any update, fix, or new release of or for the Software that CrossVista generally makes available to its licensees.
2. LICENSE.
2.1. Grant. Subject to the terms and conditions of this Agreement (including without limitation Sections 2 and 3) and Evaluator’s strict compliance with them, CrossVista grants to Evaluator a limited, nonexclusive, non-transferable right and license to install, execute and use the Software, in object code form, internally at the facilities of Evaluator Company and its Affiliates or at facilities under their direct control, solely for the Permitted Purpose. Subject to the foregoing, Evaluator may install the Software on a reasonable number of machines under the direct control of Evaluator Company or its Affiliates and in a reasonable number of environments under their direct control. Evaluator is not obligated to pay any license fee for this license. The “Permitted Purpose” under this Agreement is to evaluate the Software to determine whether or not Evaluator Company would like to enter into a subscription or licensing agreement with CrossVista for it.
2.2. Authorized User. An “Authorized User” is an individual who is an employee of Evaluator Company or its Affiliates.
2.3. Restrictions. Except for the rights granted in Section 2.1, no other rights in or to any Software or other CrossVista IP, express or implied, are granted to Evaluator. Without limiting the foregoing, neither Evaluator nor Evaluator’s Affiliates may do any of the following:
2.3.1. License or sublicense the Software to any person, or sell or resell licenses or sublicenses in the Software to any person; or otherwise distribute, publish, sell, rent, lease, loan, or share the Software;
2.3.2. Transfer to any person any of Evaluator’s rights to use the Software;
2.3.3. Copy the Software for any third party; Evaluator may make a reasonable number of copies of the Software for installation as expressly provided above, and a reasonable number of backup copies of the Software, provided that all such copies shall bear the original and unmodified copyright, patent and other Intellectual Property markings that appear on or in the Software;
2.3.4. Modify any license key for the Software;
2.3.5. Permit any Person who is not an Authorized User to use or access any Software;
2.3.6. Permit any access by any third party to the Software;
2.3.7. Use the Software in production for its regular intended purposes, as a licensee would;
2.3.8. Use the Software other than for the Permitted Purpose;
2.3.9. Use any Software to monitor, manage, touch, or interact in any way with the environment of any third party (including without limitation any Software or Base Software in that environment);
2.3.10. Use any Software for the benefit of any third party;
2.3.11. Use any Software to provide outsourcing, service bureau, hosting, application service provider or online services to any person;
2.3.12. Modify, translate, or create any derivative works based upon, any Software or other CrossVista IP;
2.3.13. Copy any feature, function, tool, design or graphic in the Software or any other CrossVista IP;
2.3.14. Reverse engineer, decompile, disassemble or attempt to derive the source code or architecture of any Software, except to the extent such activities cannot be restricted under applicable law and then only with prior notice to CrossVista;
2.3.15. Disclose the results of any performance, benchmarking or comparison testing or analysis to any third party (all of which shall be treated as Confidential Information of CrossVista);
2.3.16. Alter, remove or conceal any government restricted rights notice or any copyright, trademark, trade name or other proprietary marking or notice that may appear in or on the Software ;
2.3.17. Use the Software in a manner that violates any applicable law, ordinance, regulation or administrative order; or
2.3.18. Permit any person to do any of the foregoing.
2.4. Competitive Products.
2.4.1. Evaluator represents and warrants to CrossVista that neither it nor any of its Affiliates presently has, or has under development, or intends to develop, either internally or externally, any product that competes with the Software (including without limitation any competitive add-on, module, feature, function, or tool for an existing product), excepting solely any such product that is used solely by Evaluator Company and its Affiliates for their internal use. During the Evaluation Period, Evaluator and Evaluator’s Affiliates shall not develop, or plan or prepare for the development of, any such competitive product, either internally or externally, excepting solely any such product that is used solely by Evaluator Company and its Affiliates for their internal use.
2.4.2. Neither Evaluator nor Evaluator’s Affiliates may access, use, or copy any Software or other CrossVista IP in order to develop (internally or externally) any product that competes with the Software (including without limitation any competitive add-on, module, feature, function, or tool for an existing product), or assist or permit someone else to do so.
2.4.3. Evaluator acknowledges that CrossVista would not have entered into this Agreement without this Section 2.4.
2.5. Software Location.
2.5.1. The Software may not be exported or re-exported (i) into (or to a national or resident of) any U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders or successor or related lists or (iii) the People’s Republic of China. Evaluator represents and warrants that neither Evaluator, nor Evaluator’s Affiliates, nor any Authorized User is located in, under control of, or a national or resident of any such country or on any such list.
2.5.2. Upon CrossVista’s request, Evaluator shall identify all locations where Evaluator or Evaluator Company’s Affiliates or Authorized Users have, or have installed, any copies of the Software provided under this Agreement.
2.6. Third Party Materials. Evaluator acknowledges that the Software may contain certain third party elements (including open source elements). Evaluator agrees to the license terms applicable to such third party elements.
2.7. Audit. During the Evaluation Period or the twelve-month period immediately following the Evaluation Period, CrossVista may conduct a single audit and inspection of the compliance by Evaluator and Evaluator’s Affiliates and the Authorized Users with this Agreement. In connection with such audit, Evaluator shall provide such assistance as CrossVista may reasonably request, including access to pertinent records, software, and personnel. No such audit shall operate as a waiver of compliance. All records examined in connection with any such audit shall be deemed Evaluator Confidential Information.
3. CONFIDENTIALITY.
3.1. Confidential Information. “Confidential Information” means information of a party hereto or its Affiliates or suppliers or customers that is heretofore or hereafter received or accessed by another party hereto or its Affiliates or agents (“Recipient”) in connection with this Agreement, that contains trade secrets or is otherwise confidential, and that is either identified as confidential when it is disclosed or within 30 days thereafter or should reasonably be understood by the Recipient to be confidential. As between CrossVista and Evaluator, CrossVista’s Confidential Information includes without limitation all Software (including all Documentation and other information about the Software) and all CrossVista IP.
3.2. Exceptions. Confidential Information does not include any information to the extent (a) it is generally known to the public or industry other than through the fault or negligence of Recipient or its Affiliates; (b) it was already in the possession of Recipient or its Affiliates, without an obligation of confidentiality, at the time of the disclosure by Discloser to Recipient; (c) it was later received on a non-confidential basis by Recipient or its Affiliates from a third party having the right to impart such information; or (d) it is independently developed by an employee or agent of Recipient or its Affiliates without access to the purported Confidential Information.
3.3. Protection. The Recipient shall protect and keep confidential all Confidential Information received from or accessed through the other party or Client, including all copies thereof in Recipient’s possession or control, and all access thereto and passwords therefor, and shall do so with at least the same degree of care as Recipient protects its own Confidential Information of similar value, but with not less than reasonable care. The Recipient shall use such information only for the purposes of this Agreement and subject to its limitations and restrictions. Evaluator may disclose CrossVista Confidential Information only to Authorized Users, and only if such Authorized Users are subject to a confidentiality agreement or obligation. CrossVista may disclose Evaluator Confidential Information only to CrossVista’s Affiliates and to its and its Affiliates’ employees and agents, only on a need-to-know basis, and subject to a confidentiality agreement or obligation. The Recipient shall each ensure that any entity or other person to whom Recipient discloses any Confidential Information complies with the confidentiality and other applicable requirements of this Agreement. The party to this Agreement that is related to the Recipient shall ensure the Recipient also complies.
3.4. Permitted Disclosure. Recipient or its Affiliates may disclose any part of the Confidential Information that is required to be disclosed as a matter of law or by order of a court, governmental agency, or arbitral tribunal of competent jurisdiction, or that is needed to be disclosed in connection with the prosecution or defense of a claim, provided (a) that Recipient provides the other party with reasonable advance notice of the disclosure and (b) that Recipient takes reasonable and lawful actions requested by the other party and cooperates with the other party to avoid and/or minimize the extent of such disclosure. In addition, if the Recipient assigns or transfers this Agreement in a transaction that is permitted under Section 7.12, the Recipient may also disclose the Confidential Information of the other party to the acquiring entity (provided that the acquiring entity is subject to this Section 3 with respect to the Confidential Information).
3.5. Agreement Terms. Neither party may disclose the terms of this Agreement without the prior written consent of the other party, except as and to the extent expressly provided in Section 3.4. However, either party may disclose the terms of this Agreement without consent (a) to its auditors, attorneys, shareholders, and/or governmental authorities in order to comply with securities, tax, and other laws, but only if and to the extent necessary to comply, (b) to its Affiliates for purposes of this Agreement subject to the confidentiality obligations in this Section 3, (c) to a prospective assignee or other transferee permitted under Section 7.12 subject to a written confidentiality agreement, and (c) to the extent necessary to prosecute or defend a claim.
4. TERM AND TERMINATION.
4.1. Evaluation Period. The term of this Agreement (“Evaluation Period”) shall begin on the Effective Date and continue for thirty (30) days or until the CrossVista and Evaluator Company enter into a subscription or licensing agreement for the Software, whichever first occurs, unless otherwise extended in writing by CrossVista. The Evaluation Period shall be subject to early termination as provided in this Agreement, including but not limited to Sections 4.2 and 4.3.
4.2. Termination for Convenience. Either party may terminate this Agreement for convenience by giving the other party written notice at least one business day before the termination date specified in the notice.
4.3. Termination for Breach. Either party may terminate this Agreement immediately if the other party commits a material breach of this Agreement. Such termination is without prejudice to any claim for damages for the breach giving rise to the termination.
4.4. Data and Configurations. ANY DATA ENTERED INTO THE SOFTWARE, AND ANY CONFIGURATIONS MADE TO THE SOFTWARE, DURING THE EVALUATION PERIOD MAY BE PERMANENTLY LOST UNLESS EVALUATOR COMPANY AND CROSSVISTA ENTER INTO A SUBSCRIPTION AGREEMENT OR LICENSING, OR EVALUATOR EXPORTS SUCH DATA, BEFORE THE END OF THE EVALUATION PERIOD.
4.5. Termination Procedures. Upon any expiration or earlier termination of this Agreement, the parties shall immediately do the following:
4.5.1. Evaluator shall cease, and cause Evaluator’s Authorized Users to cease, using the Software;
4.5.2. Evaluator shall uninstall and return or destroy all Software, Confidential Information, and other materials provided by CrossVista under this Agreement, including all copies thereof, and shall have an officer certify the same to CrossVista; and
4.5.3. CrossVista shall return or destroy all Confidential Information provided by Evaluator under this Agreement, including all copies thereof, and have an officer certify the same to Evaluator.
4.6. Survival. Upon any expiration or termination of this Agreement, any provision that by its nature would be understood to survive expiration or termination shall survive, including without limitation, all disclaimers, limitations of liability, and all provisions relating to Intellectual Property ownership and confidentiality, and, to the extent applicable after expiration or termination, Section 2.4 (other than Section 2.4.1), and Sections 3 through 7. Subject to applicable limitations of liability under this Agreement, any claim for breach or damages arising prior to or as a result of the expiration or termination shall survive.
5. INTELLECTUAL PROPERTY.
5.1. Title. The Software is licensed, not sold. As between Evaluator and CrossVista, CrossVista shall be the sole and exclusive owner of all right, title and interest in and to the Software and CrossVista IP, including without limitation all copies thereof, all Updates and other modifications thereto, and all Intellectual Property rights therein, whether suggested, created, made, or provided by CrossVista, Evaluator, or any other person. Neither Evaluator, Evaluator’s Affiliates, nor Authorized Users shall acquire any right, title, or interest, express or implied, in or to any Software or CrossVista IP, other than the license granted to Evaluator in Section 2.1. To the extent that any of them has or acquires any such right, title or interest, Evaluator, on behalf of Evaluator and Evaluator’s Affiliates and the Authorized Users, shall assign and hereby assigns it to CrossVista.
6. LIMITATION OF LIABILITY.
6.1. Disclaimer. ALL SOFTWARE, MATERIALS AND INFORMATION PROVIDED BY CROSSVISTA IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS” AND WITH ALL FAULTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CROSSVISTA SPECIFICALLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED OR STATUTORY OR OTHER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF CONDITION, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, COMPATABILITY, SECURITY, AND/OR FREEDOM FROM VIRUSES, OR ANY WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, OR BY OPERATION OF LAW, OR FROM ADVERTISING, BROCHURES, CATALOGS, PROMOTIONAL MATERIALS, DOCUMENTATION, PACKAGING, PROPOSALS, OR OTHER DESCRIPTIVE LITERATURE OR COMMUNICATIONS. CROSSVISTA DOES NOT WARRNT OR REPRESENT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE, MATERIALS AND INFORMATION IS BORNE BY EVALUATOR.
6.2. Damages. NEITHER CROSSVISTA NOR ANY OF ITS AFFILIATES, LICENSORS, OR PROVIDERS SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO EVALUATOR OR EVALUATOR’S AFFILIATES FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY WAY, INCLUDING WITHOUT LIMITATION ANY DIRECT, GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FROM LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, ECONOMIC LOSS, OR COST OF COVER), UNDER ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION CONTRACT, TORT, STRICT LIABILITY, AND STATUTE), EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE DAMAGES WERE REASONABLY FORESEEABLE.
6.3. Allocation of Risk. Under this Agreement, CrossVista is licensing the Software to Evaluator free of any license fee and only for a limited evaluation. Accordingly, Evaluator acknowledges and agrees that the disclaimers and the limitations of liability and remedy contained in this Agreement, including without limitation Section 6.1 (Disclaimer) and Section 6.2 (Damages), shall apply regardless of the availability, success, or effectiveness of any remedies, are reflected in the agreed consideration, represent an agreed allocation of risk between the parties, are essential elements of the basis of the bargain between them, and that CrossVista would not have entered this Agreement without them.
7. GENERAL.
7.1. Compliance by Affiliates and Authorized Users. Evaluator shall notify each Authorized User who accesses or uses the Software and each Affiliate that has any such Authorized User of the applicable restrictions contained in this Agreement. Evaluator shall cause Evaluator’s Affiliates and the Authorized Users to comply with this Agreement, including without limitation Sections 2 (License) and 3 (Confidentiality), and Evaluator shall be liable for any non-compliance.
7.2. Independent Contractors. The parties hereto are independent contractors. Neither party nor any employee or agent thereof shall, in any way or for any purpose, be deemed to be an agent, employee, partner, or joint venturer of the other nor shall hold it/her/himself out as having such authority. Neither party hereto shall (a) have the authority to make any agreement or commitment, or to incur any liability or expense, on behalf of the other party hereto, or (b) be liable for any act, promise, commitment, covenant, warranty, guaranty, statement, representation, or agreement made by the other party hereto.
7.3. Expenses. Except as otherwise expressly provided in this Agreement, each party shall bear its own expenses incurred in the performance of this Agreement.
7.4. Injunction. If either party breaches, or attempts or threatens to breach, Sections 2 or 3 of this Agreement, the other party shall be entitled to preliminary and permanent injunctive relief in order to prevent or restrain any such breach, without the necessity of proving damages or irreparable harm, or posting or securing bond. Nothing herein contained precludes the other party from pursuing any other remedies available hereunder or at law or equity for such breach, including the recovery of damages.
7.5. Notices. Any notice, election, request, consent, approval, or waiver required or permitted by the terms of this Agreement shall be sufficient if written in English and delivered personally, or sent by telephonic facsimile machine, delivery confirmation required, or sent by commercial delivery service with fees paid by sender, delivery confirmation required, or by certified or registered mail with postage fully prepaid, return receipt requested or delivery confirmation required, and in each case if delivered or addressed to the receiving party’s address as set forth in the preamble to this Agreement or to such other address as the receiving party has designated by giving written notice to the sending party in the manner provided in this Section. Any such notice, election, request, consent, approval, or waiver by CrossVista need only be give by CrossVista to Evaluator Company.
7.6. Governing Law. All claims and matters arising out of or related to this Agreement, including its validity, interpretation, and effect, shall be governed by substantive law in the Commonwealth of Massachusetts, USA (excluding the United Nations Convention on Contracts for the International Sale of Goods), and applicable tort and Intellectual Property law, without regard to conflicts of law principles (except as between those specific bodies of law).
7.7. Venue. All suits arising out of or in connection this Agreement shall be brought solely in the Commonwealth of Massachusetts. The parties hereby submit to the jurisdiction of any United States federal court sitting in Boston or, if such court does not accept jurisdiction, a Massachusetts state court sitting in Boston. Excepted are actions to enforce a judgment or an arbitral award or for injunctive relief, which may be filed in any court of competent jurisdiction.
7.8. Remedies. The rights and remedies of the parties set forth in this Agreement are not exclusive of, but are in addition to, any rights or remedies now or subsequently existing at law, in equity, by statute or otherwise. The individual Evaluator who entered into this Agreement on behalf of the Evaluator Company is not a necessary party to any action or proceeding between CrossVista and the Evaluator Company.
7.9. Official Language. The parties hereby confirm their express wish that this Agreement and all documents related thereto be drawn in English. Les parties reconnaissent leur expresse desir que la presente convention ainsi que tous les documents qui s’y attachment soient rediges dans la langue anglaise.
7.10. Entire Agreement; Amendments. This Agreement, constitutes the entire, final, and complete agreement between the parties hereto relevant to the subject matter hereof. It supersedes and replaces all prior and contemporaneous agreements, promises, proposals, offers, understandings, representations, warranties, and other communications, whether written or oral, express or implied, relevant to the subject matter hereof, whether between the parties or their representatives or otherwise. To be effective, any amendment to, or any waiver of any provision of, this Agreement must be in writing and must be executed by an officer of CrossVista and a duly authorized representative of Evaluator Company.
7.11. Severability. If any provision in this Agreement shall be held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the Agreement shall remain in full force and effect and the offending provision shall remain in effect as far as possible in accordance with the intention of the parties. However, if the Agreement, as so reformed, substantially alters the basis of the bargain between the parties, it shall be deemed terminated.
7.12. Assignment. The rights and liabilities of the parties will bind and inure to the benefit of their respective permitted assigns, successors, and legal representatives. This Agreement is personal to Evaluator. Accordingly, Evaluator shall not assign or transfer Evaluator’s license or rights or delegate Evaluator’s obligations under this Agreement, in whole or in part, directly or indirectly, including by contract, merger, consolidation, operation of law, Change of Control, or any other means. CrossVista may assign or transfer this Agreement. No assignment or transfer by either party will release the assignor or transferor from any liability hereunder without the other party’s written agreement. Any attempted assignment or transfer in violation hereof will be void. “Change of Control” of an entity means a change of more than 50% in the beneficial ownership (as defined in the rules under the U.S. Securities Exchange Act of 1934) of the entity’s voting stock (or other voting equity interests) or, within any 12-month period, in the composition of its board of directors (or other governing body).
[End of Agreement]