Ford Supplier Network

e-MIX Home

eMIX - electronic Manufacturing Information eXchange

Access to a program e-MIX e-room must be verified by a Ford representative who uses the program eMIX e-room. The Ford representative must then forward the request to a Program eMIX Coordinator for the requested e-room.

Please contact your Ford representative using the form to the right.

Please note: all fields flagged with a red ball are required fields.

Please use FSN ID to submit request for access. The FSPID will not work.

For further information regarding FSN ID FSN FSP ID information. Or please call the help desk at 1-313-317-4957 or 1-888-317-4957

Please submit one request per eMIX room.



	Ford Contact Name:
	Ford Contact e-Mail:

	Requester Name:
	Supplier(Company):
	Supplier Code:
	eMail Address:
	FSN ID:
	Phone:

	Select eMIX e-Room:

	Comments:

	LICENSE AGREEMENT SUPPLIER'S USE OF FORD VALUE-ADDED SOFTWARE AND DATA FILES IN PERFORMING SERVICES FOR FORD THIS AGREEMENT, is by and between FORD MOTOR COMPANY ("FORD") and the supplier of goods and/or services to FORD or the supplier who provides goods and/or services indirectly to FORD through a FORD Supplier (hereinafter referred to as "SUPPLIER"). WHEREAS, SUPPLIER is engaged in the business of designing, engineering and/or manufacturing certain automotive related components, systems or subsystems and has agreed to provide certain Services to FORD. WHEREAS, FORD has arranged with certain software vendors to provide a FORD-specific suite of computer programs to SUPPLIER under a separate license that limits the SUPPLIER's use of the FORD-specific suite of computer programs to SUPPLIER's performance of Services for the exclusive benefit of FORD. WHEREAS, FORD owns or has arranged for license rights to use certain other computer programs currently designated as FORD's C3P Rev. X.X and data files, and uses said programs and data files with a FORD-specific suite of computer programs in its business. FORD wishes to provide certain application modules of FORD's value-added computer programs, information and data files to SUPPLIER for the sole purpose of allowing SUPPLIER to perform certain services for the exclusive benefit of FORD. WHEREAS, SUPPLIER wishes to have access and to use certain computer programs used by FORD in order to perform Services for FORD, to have access to data that is stored on FORD computer systems and to provide data to FORD that is fully compatible with data used by FORD. WHEREAS, SUPPLIER agrees to provide FORD access (RSYNC - Remote Synchronization) to a C3P server on the SUPPLIER'S network, for the purpose of automatic data synchronization with a C3P system at FORD. This access will be required in certain business relationships as defined in the ESOW (Engineering Statement of Work). WHEREAS, FORD and SUPPLIER agree that the following terms and conditions will control the transfer and use of C3P package computer programs, information and data that is conveyed to SUPPLIER by FORD or its designee. l. DEFINITIONS. "Effective Date" means the date this Agreement is effective between the parties and is the date of acceptance by an authorized representative of the SUPPLIER, as evidenced by the representative's signature appearing at the end hereof. "Licensed Software" means certain application modules of the FORD value-added computer programs included in the current revision of the C3P release for which SUPPLIER receives appropriate access authorization, any modifications or derivative works made by SUPPLIER that are based upon any of such programs, and any associated data files or programs subsequently provided by Ford for use in accordance with the License. "Confidential Information" shall include the information contained in the computer programs included in FORD's C3P package and any associated documentation and engineering or business data transferred to SUPPLIER by FORD or by FORD's authorized representative or acquired or developed for Ford by virtue of SUPPLIER performing services for Ford. "Services" means those services performed by SUPPLIER for FORD under authorization issued by or on behalf of FORD, such as an Early Sourcing Target Agreement, a Sourcing Confirmation Letter or a Purchase Order. "Authorized Users" means SUPPLIER's personnel who are authorized by SUPPLIER to access the Licensed Software in accordance with this Agreement. 2. LICENSE. For mutual valuable consideration, the receipt of which is hereby acknowledged, FORD grants to SUPPLIER, and SUPPLIER hereby accepts, a nonexclusive, nontransferable license to use the Licensed Software and related documentation solely for SUPPLIER's own internal business purposes as they directly relate to performing Services exclusively for FORD. The License granted herein extends until termination or in accordance with the TERM provisions recited below. SUPPLIER agrees that it will not use Licensed Software except as authorized herein; that it will not use Licensed Software for the benefit of any customer other than FORD; that it will not make Licensed Software available for use for the benefit of any third person, corporation, customer or other entity without FORD's express written permission; that it will prevent the making of any copies of Licensed Software except those copies that are necessary to implement the rights granted herein for limited use or to provide archival backup of the Licensed Software. SUPPLIER's right to use the Licensed Software is limited to performing the Services for FORD in conjunction with SUPPLIER's use of FORD-specific suites of computer programs that Supplier independently acquires from software vendors. The number of Authorized Users of the Licensed Software is limited to and corresponds to the number of Licensed Software passwords or access codes or mechanisms issued by Ford or by Ford's designee which is authorized to issue such passwords. The license to Licensed Software granted herein is contingent on SUPPLIER providing FORD access (RSYNC - Remote Synchronization) to a server on the SUPPLIER'S network, for the purpose of automatic data synchronization with a C3P system at FORD, if so specified in an ESOW (Engineering Statement of Work), or as otherwise agreed between the parties. 3. PERMISSION TO MODIFY OR COPY. The Licensed Software and related documentation may be copied by SUPPLIER in written or machine readable form in whole or in part solely for SUPPLIER's use in accordance with the license granted above and for legitimate archival backup purposes. All copies of the Licensed Software made by SUPPLIER will include any trademarks and copyright, confidential and proprietary notices that were on the delivered copies of Licensed Software and associated documentation. All copies must be controlled by SUPPLIER under a software usage management and control system so that their location, application, use and control are restricted to the rights granted herein. 4. CONFIDENTIALITY. SUPPLIER agrees that it will neither disclose any Confidential Information to any other entity, including but not limited to SUPPLIER's personnel who are not currently working on Ford projects, other customers of SUPPLIER and suppliers to SUPPLIER, nor disclose the fact that such Confidential Information is associated with FORD or the Licensed Software, without written authorization from FORD. SUPPLIER will use reasonable care through instructions, written agreements and hardware/software copy control mechanisms to prevent SUPPLIER's personnel from disclosing any Confidential Information and from disclosing, to any such other entity, the fact that such Confidential Information is associated with FORD or with the Licensed Software. SUPPLIER shall immediately notify FORD if any disclosure is made to any such other entity without the written authorization of FORD. These obligations shall commence on the Effective Date and run continuously thereafter for a period that terminates five (5) years following the date of compliance with the removal and return provisions in Section 9 hereof. In the event there is a renewal of this License that occurs after termination and prior to the end of the aforementioned five (5) year period, these obligations shall continue and not terminate except as provided in the renewal License. SUPPLIER shall also take all necessary steps to instruct and prevent SUPPLIER's personnel having access to FORD data on FORD's computer systems to limit their access to only that data which is necessary to perform the Services and to not extend that access to data that is not necessary for performance of the Services. 5. SUPPORT AND MAINTENANCE. Until such time that written notice to the contrary is given to SUPPLIER by FORD, FORD or its designee will, provide any and all maintenance services with regard to the Licensed Software directly to SUPPLIER on an unscheduled basis and at no charge to SUPPLIER. The maintenance services will be limited to those software modifications and enhancements, as well as "bug fixes" made to the Licensed Software and integrated into the latest version of the Licensed Software. Each version of the Licensed Software received by SUPPLIER shall be treated as the Licensed Software covered by this Agreement and, when installed for use by SUPPLIER, will replace the earlier version. The replaced version shall be destroyed or returned to FORD or its designee via registered mail or as instructed by FORD or its designee. SUPPLIER is not authorized to seek or obtain maintenance services for Licensed Software from any other source. 6. OWNERSHIP. FORD represents either that it owns all rights, title and interest in the Licensed Software and all copies thereof, or that some rights in the Licensed Software are owned by one or more third party and FORD has the right to grant the rights granted herein for use of the Licensed Software. SUPPLIER agrees that it will not make any claim of ownership to any right, title or interest to the Licensed Software or copies thereof contrary to FORD's or such third party's claim of ownership or to FORD's rights to grant licenses for the Licensed Software. 7. ASSIGNMENT. Neither this Agreement nor any rights granted hereunder, in whole or in part shall be assignable or otherwise transferable by SUPPLIER. Nothing in this Agreement grants to SUPPLIER the right to assign, sell, lease, loan or otherwise transfer Licensed Software in whole or in part to a third party. 8. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. (a) FORD MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, FORD MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. FORD SHALL IN NO EVENT BE LIABLE TO SUPPLIER, ITS SUCCESSORS, OR A THIRD PARTY FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR GENERAL, CONSEQUENTIAL OR INCIDENTAL, ARISING FROM ANY LOSS CLAIMED AS A RESULT OF THE USE OF THE LICENSED SOFTWARE AND RELATED DOCUMENTATION. (b) FORD MAKES NO WARRANTY OR REPRESENTATION THAT THE LICENSED SOFTWARE CAN BE USED FOR ANY PARTICULAR FUNCTION OR THAT SUPPLIER HAS THE ABILITY TO USE IT, AND FORD ASSUMES NO RESPONSIBILITY FOR THE SAFETY, QUALITY, DESIGN, SPECIFICATIONS, COMPLETENESS OR OTHER CHARACTERISTICS OF THE PERFORMANCE, OUTPUT OR END PRODUCT RESULTING FROM THE USE OF THE LICENSED SOFTWARE. SUPPLIER'S USE OF THE LICENSED SOFTWARE WILL NOT DIMINISH SUPPLIER'S OBLIGATIONS OR MITIGATE ANY FAILURES TO PERFORM SPECIFIC SERVICES UNDER ANY PURCHASE ORDER CONTRACTS ISSUED TO SUPPLIER BY FORD. (c) NOTHING CONTAINED HEREIN SHALL BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE THE GRANTING OF ANY LICENSE OR RIGHT UNDER ANY PATENT, NOR INDEMNIFICATION OF SUPPLIER BY FORD AGAINST ANY CLAIM OF PATENT INFRINGEMENT, WHETHER OR NOT THE EXERCISE OF ANY RIGHT GRANTED HEREIN NECESSARILY EMPLOYS OR REQUIRES THE PRACTICE OF ANY EXISTING OR SUBSEQUENTLY ISSUED PATENT. 9. LICENSE TERM. The License granted herein shall commence on the Effective Date and shall continue until terminated by either party. SUPPLIER may terminate the License granted above at any time by providing written notice to FORD, at the address given below or as later directed by FORD, and complying with all other requirements of this Agreement. FORD may terminate the License for SUPPLIER's breach of the terms and conditions of this Agreement upon giving notice to SUPPLIER at its last noticed address, at least thirty (30) days prior to an effective date of termination and in a writing which specifies the nature of such breach. If SUPPLIER cures such breach prior to the effective date of termination, the License shall not terminate and will continue in full force and effect. In the absence of earlier termination, the License will terminate when the Licensed Software is no longer required by SUPPLIER to provide the Services, when SUPPLIER is no longer contracted by FORD to provide Services, or is no longer engaged in performing such Services. Immediately upon termination of the License, SUPPLIER shall remove all copies of the Licensed Software software program(s) from SUPPLIER's computer equipment and, within thirty (30) days of such termination, return to FORD or its designee all copies of Confidential Information, including such software program(s) and associated documentation and data. 10. ALTERNATE DISPUTE RESOLUTION. If a dispute arises between the parties relating to this Agreement, the following procedure shall be implemented before any party pursues other available remedies except that each party may seek injunctive relief from a court where appropriate in order to maintain the status quo while this procedure is being followed: The parties shall hold a meeting promptly, attended by persons with decision making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute; provided, however, that no such meeting shall be deemed to vitiate or reduce the obligations and liabilities of the parties hereunder or be deemed a waiver by a party hereto of any remedies to which such party would otherwise be entitled hereunder, and further provided that all such statements made at such meeting shall be strictly off the record and shall not be admissible in any court or arbitration proceeding. If, within 30 days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to mediation in accordance with the then current Model Procedure for Mediation of Trademark and Unfair Competition Disputes of the CPR Institute for Dispute Resolution and to bear equally the costs of the mediation. The parties will jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the CPR Institute for Dispute Resolution if they have been unable to agree upon such appointment within 20 days from the conclusion of the negotiation period. The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of 30 days. If the parties are not successful in resolving the dispute through the mediation, then the parties agree to submit the matter to binding arbitration or a private adjudicator, or either party may seek an adjudicated resolution through the appropriate court. Mediation or arbitration shall take place in the City of Dearborn unless otherwise agreed by the parties. The substantive and procedural law of the State of Michigan shall apply to the proceedings. Equitable remedies shall be available in any arbitration. Punitive damages shall not be awarded. This Section is subject to the Federal Arbitration Act, 9 U.S.C.A. � 1 et seq. 11. EXPORT SUPPLIER acknowledges that the following are, may be, or may become subject to laws of the United States (whether in force upon the date of this Agreement or thereafter), limiting, restricting, imposing conditions upon, or prohibiting exportation or re-exportation from the US and/or other countries ("Export Control Laws"): (a) Licensed Software and any technology (including technical data) transferred (in any manner) by FORD to SUPPLIER pursuant to this Agreement ("Technical Product"); and (b) any direct product, or any commodity produced by any plant or major component based upon or utilizing, a Technical Product ("Direct Product"). SUPPLIER therefore agrees: (1) that it shall act, during the term of this Agreement and thereafter, in full compliance with all Export Control Laws in regard to any Technical or Direct Product related to this Agreement, and that it shall comply with any and all restrictions or conditions imposed by the terms of any US general or validated export license, authorization to re-export, or any other similar grant of authority then in effect, upon SUPPLIER's use or disposition of a Technical or Direct Product, and further warrants and represent to FORD that any and all representations, undertakings, statements, or certifications made to FORD in this regard are and will remain true and correct, and that SUPPLIER will immediately provide written notice to FORD upon its discovery to the contrary; and (2) that it shall not directly or indirectly: (a) re-export or cause to be exported all or any portion of any Technical Product (regardless of destination) without the prior written consent of FORD; or (b) export or cause to be exported all or any Direct Product to any destination prohibited by Export Control Laws then in effect (such prohibited destinations presently include Albania, Armenia, Azerbaijan, Belarus, Bulgaria, Cambodia, Cuba, Estonia, Georgia, Kazakhstan, Kyrgyzstan, Laos, Latvia, Libya, Lithuania, Moldova, Mongolia, North Korea, Peoples Republic of China, Romania, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, and Vietnam), unless the Export Control Laws expressly permit such export or the relevant US government licensing authority (presently, the Office of Export Licensing, United States Department of Commerce) grants written authorizations of such export. 12. SURVIVAL. The obligations of Sections 4 and 6-14 shall survive the termination of the License. Upon satisfactory and uncontested compliance with all obligations of this Agreement by both parties following termination of the License, this Agreement shall terminate. 13. ENTIRE AGREEMENT. The terms and conditions of this Agreement constitute the entire Agreement between SUPPLIER and FORD with respect to the license and support of the Licensed Software. This Agreement shall be governed by the laws of the State of Michigan. 14. DATA TRANSLATIONS. FORD will provide SUPPLIER with some CAD translations from the native CAD software. Ford will not be responsible for any translation errors.