This BNA Customer Agreement is between THE BUREAU OF NATIONAL AFFAIRS, INC., 1801 S. Bell Street, Arlington, VA  22202, and/or a wholly owned subsidiary of BNA including TAX MANAGEMENT INC., and BNA INTERNATIONAL, INC. (referred to as “BNA”) and Customer. 

1. License.  BNA grants to Customer a non-exclusive, non-transferable, limited right to access and use one or more BNA products (“Product(s)”) described in the applicable BNA order form, the terms of which are incorporated herein.  This Agreement shall apply to Customer’s access and use of the Product(s) during the initial term and any renewal term. Customer’s use of the Product(s) will constitute acceptance of all terms and conditions contained herein, including any changes made thereto. Customer agrees to keep the terms of this Agreement confidential and agrees to not disclose, either directly or indirectly, such terms.
2. Authorized Users.  Electronic Products may be accessed only by individuals authorized by BNA (“User”).  Users must be (a) Customer’s employees, (b) or temporary staff or contractors (limited to the period of engagement and for the sole purpose of providing services to Customer).  Access and use by any other third party is not permitted. Customer will provide to BNA, upon request, the names and addresses of each User.
3. Fees and Payment.  BNA will send all Customer invoices to a single designated billing address.  Product fees do not include applicable taxes which will be included on the invoice.  Unless Customer provides BNA with a valid signed tax exemption certificate applicable to the Product’s ship-to locations, Customer agrees to pay sales and other applicable taxes on the subscription (excluding taxes based on BNA’s income).  Payment is due in full within thirty (30) days after the invoice date.  After thirty (30) days, BNA may assess interest on all outstanding balances at a rate of 1% per month.  BNA reserves the right to set prices for renewal subscriptions and will use reasonable efforts to invoice Customer prior to the expiration date.  Continued access after the renewal date will constitute acceptance of the renewal pricing.  BNA reserves the right to immediately terminate Customer’s access to the Product(s), without further notice, if BNA does not receive payment within sixty (60) days after the invoice date.  Customer is responsible for purchasing any equipment, software, or access through third party online vendors (e.g., WestlawÒ) that may be necessary to access the Product(s).
4. Copyright.  Each Product contains proprietary content and/or software protected by copyright and other similar laws  BNA and its licensors retain all rights in the Product(s), including (without limitation) all copyright and other proprietary rights worldwide in all media.
5. Permitted Uses.  Users may access the Product(s) for business and personal use as permitted by the BNA Copyright Guidelines and U.S. copyright laws. The rights granted herein are an expansion of the limited rights granted under the Copyright Act, and are subject to revision by BNA. 
6. Restrictions.  In no event may Customer copy or distribute any Product in its entirety, routinely or systematically copy and redistribute copies of individual articles, BNA Highlights, table of contents, indexes, or other BNA finding aids, even if Customer holds a copyright license with a third party licensing service (e.g., Copyright Clearance Center). Customer may not reproduce, create derivative works from, perform, publish, transmit, distribute, sell (or participate in any sale), or otherwise access, use, or exploit any material retrieved from or contained in the Product(s) in any manner whatsoever that may infringe any copyright or proprietary interest of BNA or any third party; store any content from the Product(s) in any information storage and retrieval system; distribute the information contained in the Product(s) to any person who is not duly authorized to use or receive the Product(s); distribute, rent, sublicense, lease, transfer or assign the Product(s) or this Agreement; decompile, disassemble, or otherwise reverse-engineer the Product(s), or alter, translate, modify, or adapt the Product(s) to create derivative works; make use of “framing” or other means of redirecting content; place or install any portion of the Product(s) on any electronic media, including, but not limited to, local or wide area networks or intranets, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, Web sites, or any other server that is Internet-enabled.
7. Limited Warranty.
   • BNA represents and warrants that it has the right to make the Product(s) available to Customer under this Agreement.
   • EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ALL PRODUCTS ARE PROVIDED TO CUSTOMER “AS IS.”  BNA AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE, AND DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RELATING IN ANY WAY TO THE USE OF THE PRODUCT(S) AND ANY CONTENT CONTAINED THEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES TO HOLD BNA AND ITS SUPPLIERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO ITS USE OF THE PRODUCT(S) OR ANY CONTENT CONTAINED THEREIN.
    
8. Limitation of Liability.  IN NO EVENT SHALL BNA OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO CUSTOMER, ANY USER, OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY RELATING TO THE USE OF THE PRODUCT(S) OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF  CUSTOMER, USER, OR OTHER PERSON HAS BEEN NOTIFIED OF THE POSSIBILITY OF LIKELIHOOD OF SUCH DAMAGES OCCURRING.  SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER OR ITS RESPECTIVE USERS.  IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, BNA’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO CUSTOMER, ANY USER, OR ANY OTHER PERSON SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER FOR ANY PRODUCT(S) PURSUANT TO ANY APPLICABLE ORDER FORM.  IN NO EVENT MAY CUSTOMER OR ANY USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST BNA MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
9. Term and Termination.  This Agreement shall remain in effect during the applicable term, and may not be terminated by either party prior to the expiration date except for one of the following reasons:  (a) If the party terminates the Agreement effective at the end of a term, by delivering to the other party at least 30 days’ advance written notice; (b) if the other party materially breaches any provision of this Agreement and fails to remedy such breach within 30 days after written notice of such breach; or (c) if the other party has any proceedings instituted by or against it seeking relief, reorganization or arrangement under any laws relating to insolvency, or any assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee of any of its property or assets, or the liquidation, dissolution or winding up of its business.  Notwithstanding the foregoing, BNA may immediately terminate the Agreement without further notice if it reasonably believes that the Customer has engaged in activity that violates applicable law or any provision of this Agreement; all obligations with respect to any money that was accrued and owing prior to the effective date of any termination under this Agreement, shall survive termination.
10. Discontinuation of Product.  In the event BNA discontinues a Product, BNA will offer a comparable BNA product to affected customers.  If no product is available, or if Customer does not accept the offered product, BNA will provide either a pro rata credit or a refund of the unused portion of fees paid for the discontinued product.  BNA reserves the right to revise or discontinue certain Product features or content.  In such case, BNA will use reasonable efforts to notify affected customers of such changes.
11. Force Majeure.  BNA shall not be liable for failure to perform any part of this Agreement where such failure is due to fire, flood, power outages, strikes, war (declared or undeclared), acts of terror, embargoes, blockages, legal restrictions, governmental regulations or orders, riots, insurrections, Act of God, or any cause beyond the control of such party.  In such event, BNA shall use reasonable efforts to resume performance.  This Agreement shall not be regarded as terminated or frustrated as a result of such failure of performance not exceeding one (1) month and the parties shall proceed under this Agreement when the causes of such non-performance have ceased or have been eliminated.
12. Notices.  Notice under this Agreement shall be made in writing; sent via certified mail, return receipt requested, or a nationally recognized overnight courier service; effective upon receipt at the address stated below; and addressed as follows:  If to BNA, to General Counsel, 1801 S. Bell Street, Arlington, VA  22202.  If to Customer, to the designated billing contact and address.
13. Miscellaneous Provisions.
    • No Waiver.  Should BNA or any Customer fail to exercise or enforce any provision of this Agreement or to waive any rights in respect thereto, such waiver or failure shall not be construed as constituting a continuing waiver or waiver of any other right.
    • Choice of Law.  This Agreement shall for all purposes be governed and construed in accordance with the law of the Commonwealth of Virginia without regard to its choice-of-law rules.
    • Entire Agreement. Unless otherwise specified in the applicable order form, this Agreement, as it may be amended from time to time, constitutes the entire agreement between each Customer and BNA, and supersedes all prior or contemporaneous writings, discussions, agreements, and understandings of any kind, with respect to the subject matter of this Agreement.  Without limiting the foregoing, this Agreement shall supersede the terms and conditions of any purchase order issued or delivered by Customer prior to, contemporaneous with, or subsequent to this Agreement, and such terms and conditions shall be given no effect.
    • Severability.  If any provision of this Agreement is held to be unenforceable, the parties shall renegotiate those provisions in good faith to be valid, enforceable substitute provisions, which provisions shall reflect as closely as possible the intent of the original provisions of this Agreement.  If the parties fail to negotiate a substitute provision, this Agreement will continue in full force and effect without that provision and will be interpreted to reflect the original intent of the parties.
    • Third Party Beneficiaries.  All beneficial rights (other than the right to collect fees) granted to or reserved in this Agreement by BNA, including limited warranty, limitation of liability, confidentiality, and ownership, shall accrue to and are for the benefit of suppliers to the same extent as BNA.  Except as expressly stated therein, nothing contained in this Agreement is intended to create third party beneficiaries thereof.
    • Each Party Acting Independently.  BNA and each Customer agree that, for purposes of the applicable order form, each is acting independently of the other, that they are not joint venturers, and that neither is an agent, partner or joint venturer of the other.
    • Amendment and Assignment.  Neither this Agreement nor any order form shall be changed, modified or amended except by a writing signed by a duly authorized representative of BNA and the Customer. Neither party may assign this Agreement or any rights or obligations created under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, except that BNA may assign this Agreement without consent (i) to any subsidiary or affiliated company, (ii) to an entity succeeding to all or substantially all of its stock or assets, whether by merger or purchase, provided that such entity shall expressly assume all of BNA’s obligations under the Agreement, or (iii) in the event BNA sells or otherwise transfers a Product to a third party.  Any unauthorized assignment or delegation will be null and void.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties’ successors and assigns.
    • Government Customers.  U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose technical data and/or computer databases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (June 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.
    • Headings and Cross-References.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.  All references to Sections or headings shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.
     

Revised September 2008