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e. "Include" and "including", and words of similar import, shall be deemed to be followed by
<br /> the words "without limitation".
<br /> f. "Inventions" means discoveries, concepts, and ideas, whether patentable or not, including,
<br /> but not limited to, apparatus, processes, methods, compositions of matter, techniques, and
<br /> formulae, as well as improvements thereto or know-how related thereto which are made,
<br /> conceived, created, or acquired by VENDOR or its officers, employees, agents, and the like
<br /> in the course of performing services pursuant to this Agreement.
<br /> g. "Statement of Work" or "SOW" means the document that CLIENT sends to VENDOR
<br /> authorizing certain services to be performed in accordance with this Agreement.
<br /> h. "Project" means the services to be performed as authorized by individual SOW in
<br /> accordance with this Agreement. The work described in each SOW is an individual
<br /> Project.
<br /> i. "Reimbursable Expenses" means (i) identifiable communication expenses including
<br /> reasonable costs of copying and printing (other than for VENDOR's internal use) postage,
<br /> message and delivery services other than for general correspondence, long-distance
<br /> telephone charges incurred by VENDOR in the course of its performance under this
<br /> Agreement; (ii) upon prior written approval of CLIENT, the ordinary and reasonable costs
<br /> of travel to and from the Client by VENDOR's employees, not to exceed the amount
<br /> established under the Client's then current travel reimbursement policy for its employees,
<br /> including automobile mileage reimbursement, common carrier coach or economy fares,
<br /> ground transportation expenses, and, for overnight trips, the cost of lodging and meals if
<br /> such travel is reasonably necessary to accomplish a task directly related to the Project, and
<br /> reservations are made as far in advance as feasible; (iii) sales tax related to VENDOR's
<br /> services under this Agreement which it is legally required to pay; and (iv) as set forth
<br /> in any SOW. It shall be VENDOR's responsibility to inform itself of the Client's travel
<br /> reimbursement policies.
<br /> j. "VENDOR Confidential Information" means any information, written or oral, disclosed to
<br /> CLIENT by VENDOR related to VENDOR's business, including, but not limited to,
<br /> information related to research, development, products under development, manufacturing,
<br /> methods of operation,purchasing, accounting, finances, engineering, marketing, selling, and
<br /> the documentation thereof, with the following exceptions:
<br /> i. Information which CLIENT can demonstrate in writing was known by CLIENT
<br /> prior to being disclosed by VENDOR;
<br /> ii. Information ascertainable or obtainable from public or published sources;
<br /> iii. Information received by CLIENT from a third party who is not employed by or
<br /> affiliated with VENDOR and is not under an obligation to VENDOR to maintain
<br /> such information in confidence; and
<br /> iv. Information, which is or becomes known to the public generally other than by a
<br /> breach of this Agreement by CLIENT.
<br /> k. "Third Party Software" means the software manufactured or distributed by a third party that
<br /> is identified in a SOW.
<br /> ®ARIESPR()
<br /> Master Service Agreement Page 2
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