SOFTWARE LICENSE AGREEMENT


The Software License Agreement (hereinafter the “Contract”) is made as of the .................. day of ..........................., ............ (the “Effective Date”) between the parties subjected in “Contracting Parties” section.

Now Therefore, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 


1. CONTRACTING PARTIES 

This contract has been issued and signed between;

In the capacity of Customer

.....................................................................................................................

Address:

 ..................................................................................................................... 

(Hereinafter referred to as CLIENT


In the capacity of Consultant and Seller

Navapp Yazılım ve Danışmanlık Ltd. Şti. 

Zümrütevler Mahallesi Başöğretmen Caddesi No:24/1 Kat:5  Maltepe / İSTANBUL 

(Hereinafter referred to as NAVAPP


2. SUBJECT OF THE CONTRACT 

This contract has been issued to determine the conditions to subscribe the Microsoft Dynamics 365 Business Central software product and also extension applications provided by NAVAPP, to be hosted at CLIENT servers or Business Central SAAS environment provided by Microsoft, installing by NAVAPP, adapting, training of key users, technical support and providing consultancy services for transition to live use. 


3. DEFINITIONS 

ABBREVATIONDEFINITION OF CONCEPTSDESCRIPTION
PROJECTERP PROJECTStudies to be carried out to realize the BC Enterprise Resource Planning Solution to be established, developed and taken into operation in CLIENT
BCMICROSOFT DYNAMICS 365 BUSINESS CENTRALApplication software, which is the Enterprise Resource Planning (ERP) solution, on sale by licensing as a registered trademark and product of Microsoft company
MODULESOFTWARE MODULEEach of the functional parts of the BC application software that performs operations for the needs of departments
EDYCLIENT DEPARTMENT MANAGERManagers of the departments in CLIENT (Accounting, Finance, Purchasing, Planning, etc.)
EPECLIENT PROJECT TEAMThe team consisting of persons with Department Manager and/or Key user status in CLIENT, to involve in the Project work as active participants.
EPYCLIENT PROJECT MANAGERThe person to ensure coordination with the NAVAPP Project Manager by leading the CLIENT Project Team.
NPDNAVAPP PROJECT CONSULTANTConsultant(s) of NAVAPP to work within the scope of the Project
NPENAVAPP PROJECT TEAMThe team consisting of trainers and software developers and Project Consultant(s) working at NAVAPP side
NPYNAVAPP PROJECT MANAGERThe person to ensure coordination with the CLIENT Project Manager by leading the NAVAPP Project Team.
PYKPROJECT STEERING COMMITTEEThe team consisting of the NAVAPP Project Manager and the CLIENT Project Manager, and operating the strategic decision mechanism for the healthy progress of the Project and using its organization authority.
PPPROJECT PLANExpresses the process steps of the BC project.
FIDFUNCTIONAL REQUIREMENT DOCUMENTWritten analysis document, which includes CLIENT's work processes and the screens to be used in BC while implementing these processes
KTDCORPORATE DESIGN DOCUMENTThe document to guide the works by using the FID document, where how to do the BC adaptation in BC is defined and the basic architectural structure is indicated,


4. SCOPE OF THE CONTRACT

4.1. SOFTWARE LICENSE RIGHT 

CLIENT has the right to subscribe of BC and MODULEs in companies with ....... (....) essentials/premium users and ......... (....) team member users. 

4.2. SOFTWARE DEVELOPMENT, TRAINING SUPPORT AND CONSULTANCY SERVICE ITEMS 

The scope of the installation, training and consultancy services agreed by the parties is as follows: 

  • Installation: Installation of BC software and MODULEs on CLIENT server and user computers,
  • System Analysis: Analysis of the functional requirements in CLIENT business model,
  • Design: Development of the appropriate design in line with the analysis,
  • Pilot application: Performing initial application,
  • Adaptation: Reviewing the design within the framework of the requirements of CLIENT and the BC platform and performing the necessary adaptations, extending the application
  • Training: Provision of training to be given to key users,
  • Transition to Live Application: Realization of the system by performing the application with real data.

4.3. SCOPE OF THE SERVICE  

The scope of the service to be provided by NAVAPP within the scope of this project subject to this contract is the installation, adaptation in CLIENT as including the modules listed in Article 7 of this contract, providing consultancy service with its professional experience in order to implement the software in a healthy manner within CLIENT, training of key users, implementing all these services in accordance with the project plan. 

4.4. ADDITIONAL SERVICE PRICE 

Additional changes/services in the modules with the prices specified in Article 7 that may be requested by CLIENT will be priced with an additional service charge of ............................ USD (..........,00-USD) excluding VAT per day for each consultant/trainer or software developer to work in NAVAPP. However, if new modules or granules of BC are required to be added in the CLIENT license for the performance of the said additional services, cost of these granules will also be paid by CLIENT. 

4.5. GENERAL RULES FOR PROVIDING SERVICE 

The NAVAPP will initiate the development/adaptation phase after the FID and KTD to be prepared are approved by CLIENT. The project will be performed in compliance with the times specified in the PP. All requests of CLIENT except for the modules with prices listed in Article 7 will be considered as additional service request and will be priced as same in Article 4.4. The time required for these additional services will be added to the PP as additional time. 

NAVAPP may change NPY and NPE to be included in the Project work within the scope of this contract in agreement with CLIENT, may outsource when performing the aforementioned services with the approval of CLIENT or may use external personnel or any of its partners or subcontractors.

4.6 CONFIRMATION OF THE SERVICE 

NAVAPP prepares a report for each phase it completes. Following the signing of the report by the parties, CLIENT will give feedback to NAVAPP by e-mail within five (5) working days. Each report with no feedback will be deemed to have been accepted. 

5. LIABILITIES OF CLIENT

5.1 Providing internet access and appropriate working environment for NPE during project work at CLIENT. 

5.2 Assignment of an EPY (CLIENT Project Manager) who will be responsible for the completion and coordination of the tasks of CLIENT side in the project, 

5.3 Considering the ERP project to be carried out as the priority agenda of the company and assigning the required workforce to the EPE for the project works, 

5.4 Providing NPE with information (standards, guidelines, instructions, forms, reports, charts, etc.) that are necessary for FID, indicating the functioning of the existing processes in CLIENT, 

5.5 Applying the necessary changes in the CLIENT’s existing business model, as agreed upon with NPE, 

5.6 Periodic meeting between EPY and NPE, 

5.7 Determining persons with sufficient knowledge and skills at CLIENT as key user by EPY, and assigning them to EPE, 

5.8 Preparing the necessary internal information documents by EPE with the support of the NPE, 

5.9 Training all other end users in CLIENT by EPE. 

5.10 Ensuring the participation of all persons at all project meetings to be held by EPY. 

5.11 Supplying and making ready the server on which the BC system will work, and PC computers and network infrastructure, security hardware and other peripherals in line with the NPY's consultancy, 

5.12 Preparing all the data to be transferred to the BC system in the format requested by NPE and entering them into the system, 

5.13 Taking sample reports and making the tests according to the basic data entered. 

5.14 In case of possible delays and faults, adding the estimated additional time required for the completion of the phases to the PP and reviewing and revising the schedule, 

5.15 Preventing any external interference to the system, except for the knowledge and approval of the NPE, 

5.16 Performing the tasks in the work plan specified for NAVAPP to be created, in a timely manner, except for cases on which both parties agree on the change in time. 

6. LIABILITIES OF NAVAPP

6.1. Providing CLIENT with consultancy service on server system software and hardware required for the operation of the BC system, 

6.2. Installing the BC software to server and user computers and making the system ready, 

6.3. Directing the project in accordance with PP, 

6.4. Ensuring the participation of the required persons as NPE in the meetings to be held, 

6.5. Training EPE on use and management of BC, 

6.6. Providing guidance to EPE that will prepare the documentation such as the user manual and instructions and providing the necessary assistance, 

6.7. Transfer of the best business practice to EPE for adaptation of BC software in CLIENT, for reviewing and / or redefining existing business processes, 

6.8. Making suggestions for simplifying and / or improving regarding the parts required to be improved or changed in the existing business model of CLIENT by taking into consideration the advantages and advantages of the BC platform, 

6.9. Realizing the processes described in FID by adapting them as appropriate to the BC platform, 

6.10. Performing all technical and functional tests before and after the live use, eliminating the errors that will occur in the software code or application method, 

6.11. Making initial settings for user access rights and authorizations for the safe operation of the BC software, according to the list determined by EPY, 

6.12. Making suggestions for simplifying and / or improving regarding the parts required to be improved or changed in the existing business model of CLIENT by taking into consideration the advantages and advantages of the BC platform, 

6.13. Performing the tasks in the work plan specified for NAVAPP to be created, in a timely manner, except for cases on which both parties agree on the change in time.

7. PRICING  

No. LICENSE AND CONSULTANCY SERVICE TOTAL AMOUNT (USD) 
Dynamics 365 BC Essentials/Premium Users per Month (1 User = .............USD)  ............. USD 
Dynamics 365 BC Team Member per Month (1 User = .............USD)  ............. USD 
3Additional MODULE by NAVAPP per Month  (Optional)  ............. USD 

LICENSE FEE PER MONTH Excluding VAT  ............. USD 


8. GENERAL PRICING CONDITIONS OF SUBSCRIPTION 

8.1. ................ USD + VAT, which is the monthly subscription cost, indicates the subscription cost to be paid by CLIENT per month to NAVAPP. 

8.2. Monthly Subscription License Cost grants CLIENT the right to use the license and modules during the contract period. CLIENT cannot trade the NAVAPP modules and may not assign the right to use this license to another Microsoft Business Partner. 

8.3. The Monthly Subscription License Cost grants the right to use of the modules to CLIENT. It does not include support services of BC and NAVAPP modules. For these support services, CLIENT may sign an Annual Maintenance Support Agreement with NAVAPP. The Annual Maintenance and Support Agreement covers the technical issues encountered by BC users within the BC ERP System. The cost of the Annual Maintenance Support Agreement is determined by Navapp and then notified to the Customer. Maintenance Support Services shall be provided to CLIENT free of charge by NAVAPP for the first three (3) months from the date of contract. The services to be provided by NAVAPP for the deficiencies arising from the software and that may be encountered during the use of the program, from details defined and requested by CLIENT during the project preparation process, are not included in the consultancy fee. 

8.4. In addition to the above mentioned service cost, CLIENT will cover the costs of travel, food and beverage and accommodation related to the possible domestic and international travels of the NPE to outside of Istanbul which will be made to CLIENT’s workplaces. 

9. INVOICING AND PAYMENT TERMS 

The LICENSE FEE determined above is ................. USD + VAT per month and is invoiced to CLIENT on the first day of each month. The due of the subscription invoice is in cash. 

The amounts shown in the tables above are stated as VAT excluded, and CLIENT will pay License Fee in cash to NAVAPP's accounts within one (1) week following the invoice of NAVAPP. 

Bank Name City IBAN No Account Type 

QNBFinansbank İstanbul TR14 0011 1000 0000 0067 4668 60 USD 

QNBFinansbank İstanbul TR46 0011 1000 0000 0067 4664 78 TL

 QNBFinansbank İstanbul TR91 0011 1000 0000 0067 4673 17 EURO 

10. OTHER CONDITIONS AND GOODWILL PRINCIPLES 

The priority task of the persons in the project team of CLIENT will be the completion of the Project. Therefore, it is essential that CLIENT and NAVAPP Project Teams work as a team in the project. 

In the course of the project and within three (3) years after the completion of the project, the parties mutually accept that they shall not offer job their personnel they employ, and they shall not consider their applications in a positive manner and shall not employ them within their own companies, otherwise they pay a compensation with an amount of twenty four (24) months gross wage of the relevant person to the other party. 

CLIENT has only the right to use the BC software and any additional applications developed by NAVAPP. CLIENT cannot trade any of the additional applications developed by NAVAPP. 

NAVAPP undertakes to protect information and documents, experiences regarding trace secret, manufacturing, project management and application techniques to be obtained from CLIENT during the project works by considering them as industrial property matters and not to share them with third parties. 

A very special and exceptional discount has been applied for CLIENT by NAVAPP and MICROSOFT for the subject of this contract, it's essential that the project price remains confidential between the parties and not to be shared with third parties. 

11. NOTIFICATION ADDRESSES 

Any notification (including change of address) for the execution of this contract shall be made to the addresses of the parties in the first (1) article. In the event that changes to these addresses are not notified seven (7) days at the latest to the other part in registered letter with return receipt or through a notary public, notification to be made to the addresses specified in article one (1). 

12. TERMINATION OF THE CONTRACT 

In the event of bankruptcy or dissolution of any of the parties, the contract shall be terminated automatically, without prejudice to the rights and claims of the parties born and to be born. 

In the event that any of the parties breaches the above mentioned liabilities or violates its liabilities in any way, the other party may terminate the contract unilaterally. In the event that CLIENT fails to comply with its liabilities specified in Article 8 without a justifiable reason, NAVAPP may terminate this Contract unilaterally. 

In the event that the parties fail to comply with the liabilities written in the contract and fail the remedy the violation within fifteen (15) days following the notification date of the notice sent for the remedy of the violation by other party, the contract shall be deemed to be terminated without a second warning. The time until the remedy of the violation is added to the duration of the project. The parties reserve the right to take legal action in order to fulfill their liabilities under this contract and to obtain / collect their rights and receivables. In all of the above written termination cases, the parties' rights and claims born and to be born from the other party are reserved. 

Even if the contract is terminated, the liabilities of the parties stipulated to protect the rights and interests of CLIENT and the NAVAPP regarding the Intellectual and Industrial Property Information in the relevant articles of this contract shall continue. In case of termination due to violation of the articles of the contract, the parties' rights arising from the Contract and the law are reserved. 

13. OTHER 

In the event that the liabilities cannot be fulfilled partially/fully due to earthquake, fire, flood, other natural disasters, partial and total war, partial and total strike, lockout and social movements and, in general, due to other extraordinary cases beyond the control of the parties, the periods stipulated for them in the contact shall be considered as extended for the period in which the conditions preventing the performance continue. 

In the event that the parties violate any of the provisions of this contract or the legislation, if the other party doesn't exercise its rights arising this contract or the relevant legislation this does not mean that they waived these rights partially or fully, temporarily or permanently. The presence of any legally invalid or unenforceable provisions in this contract shall not affect the validity of the remaining provisions. 

This contract and its annexes cover the final agreement between NAVAPP and CLIENT. This contract shall form an integral whole with its annexes and any provision may be amended upon written agreement of the parties. 

The parties accepted that the addresses written in this contract are their legal notification addresses, and the declarations to be made to these addresses will have all legal consequences of the legally valid notification unless the address change is notified in writing to the other party (7) seven days in advance. 

14. SETTLEMENT OF DISPUTES 

This contract is subject to the laws of the Republic of Turkey, disputes that cannot be settled by peaceful means shall be settled by Istanbul Courts and Enforcement Offices. 

15. SIGNATURES 

The parties have agreed on the above-mentioned terms and conditions and signed this contract consisting of fourteen (15) articles, prepared in one (1) original copy and signed on ............... The stamp duty and other fees and charges arising from the contract are under the joint responsibility of NAVAPP and CLIENT.