Form E.3

Certificate of Electronic Delivery

This Certificate of Electronic Delivery or Load and Leave is executed as of ______, 20__ by ______(“Customer”) and ______("Vendor") and relates to the electronic delivery of certain Software products and Documentation (“Software”) identified in a Schedule to the Software License Agreement between Customer and Vendor, dated July __, 20__ (“Agreement”). This certificate of Electronic Delivery shall be governed by the terms of the Agreement.

As of the date of this Certificate of Electronic Delivery, Vendor agrees that it has sent and Customer agrees that it has received either by Electronic Delivery ______[1] or Load and Leave ______all the Software and Documentation as provided in the Agreement.

Vendor agrees to make all generally available future upgrades and updates to the Software under the maintenance agreement available for download by Electronic Delivery or make arrangements for the Software to be transferred via Load and Leave at a site identified by Customer. Vendor will advise Customer by email when an upgrade or update is available.

Customer agrees that Vendor has completed all of the delivery responsibilities for the initial Software shipment required by the Agreement and that NOSHIPMENT OF THE SOFTWARE OR DOCUMENTATION ON TANGIBLE MEDIA(CD’s, Disks, Tapes, etc.)IS REQUIRED, DESIRED OR REQUESTED.

To evidence and substantiate for state sales/use audit purposes the electronic transfers of the software as identified in the Agreement, Vendor and Customer agree to maintain records of all electronic delivery activity or Load and Leave transfers, including server logs, for not less than four (4) years from the date of Electronic or Load and Leave transfer.

VENDOR SHALL INDICATE ON ALL SOFTWARE INVOICE(S) THAT SHIPMENT WAS MADE BY ELECTRONIC TRANSFER OR LOAD AND LEAVE. INVOICES THAT DO NOT STATE THIS MAY BE REJECTED FOR PAYMENT.

ATTEST:VENDOR

______By: ______

ATTEST:CUSTOMER

______By: ______

Installation/Delivery Information

Item / Load & Leave / Electronic Delivery
Installation Date/Time
Installation Location
Equipment Software Installed On
Vendor’sInstallation Technician (Name)
Customer Installation Technician (Name) / N/A
Name of Installation Witness / N/A

Signatures:

Vendor’sTechnician:______

Customer Installation Technician ______

Witness______

Note: For software updates or modifications to be downloaded electronically, a copy of the update modification notification, along with copies of other notices that identify the site Customer is to access for the download of the software and site password must be attached.

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[1]Place a mark on the appropriate line to indicate the method of delivery.