Strategic Alliance Agreement

This Strategic Alliance Agreement (“Agreement”) is made and entered into as of the date that Company places and Order (the “Effective Date”) by and between VCE Company, LLC, a Delaware Limited Liability Company, with offices located at 1500 N. Greenville Avenue, Suite 1100, Richardson, Texas 75081, USA and VCE Technology Solutions Limited, incorporated and registered in Ireland (Company number 484306) with its registered office at IDA Industrial Estate, Ovens, Co. Cork, Ireland, (together “VCE”) and the company purchasing under this Agreement ("Company"), (each of VCE and Company being a “Party”).

PURPOSE

1. Company desires to license and/or purchase Products and/or purchase Services in accordance with this Agreement; and

2. VCE, and its subsidiaries own, license and/or market certain Products, for sale, resale or license; and

3. VCE offers certain Services, which are either Support Services or Professional Services.

In consideration of the above, and the mutual covenants and agreements in the Exhibits, VCE and Company are entering into this Agreement. This Agreement includes this page and the following Exhibits:

Exhibit A General Terms and Conditions Exhibit B Partner and Unified Support and Maintenance Exhibit C Third Party Software Terms Exhibit D Professional Services Terms

This Agreement together with its exhibits is the complete Agreement regarding Company’s participation as a Strategic Alliance partner, and replaces any prior oral or written communications between VCE and Company and may only be modified in writing signed by authorized representatives of each party. All capitalized terms not otherwise specified in the Agreement are listed in Exhibit A (General Terms and Conditions).

1. VCE Products:

Company may elect to purchase the Products made available by VCE for licensing to an End User solely in combination with the Company Product in a Solution. Company has the right to distribute and license the Solution to End Users for the term specified in the relevant order.

2. Company Product:

The Company Products and the elements that are included with the Products in the Order not purchased from VCE.

3. Solution:

The offering that combines the Company Products with the Product.

4. Product Fees for Solution:

4.1 Product pricing for Solution will be in accordance with the then

current price list and subject to the Company’s discounts.

In accordance with Exhibit A, VCE may change the pricing at any time. Company has the right to distribute software updates and upgrades to its End Users unless VCE is providing support directly to such End Users.

4.2 Strategic Alliance Partner Support:

Company will receive Support as a member of the Strategic Alliance Partner Program by payment of the Program Fees as described in Exhibit B.

5. Product Fees for Resale of Products

5.1 Company is authorized to resell Products, Support and Services that are included on the then-current VCE Price List.

5.2 In accordance with of Exhibit A, VCE may change the pricing at any time. All discounts contained in this section will apply to the List Price of the country in which the Product was ordered.

5.3 In the event that VCE has not provided Company pricing for a Product required by Company, then upon request, VCE will co-operate with Company to provide the required pricing.

5.4 At this time, VCE does not require Company to attain accreditation prior to reselling the Products other than as set forth in the VCE Reseller Program. During the term of the Agreement, VCE may, at it’s sole discretion implement an additional or alternate accreditation program. VCE reserves the right to mandate accreditation requirements upon thirty (30) days notice. Upon such notice, Company will have ninety (90) days written notice to meet the accreditation requirements.

6. Territory:

The rights granted in this Agreement are solely for the destination country for the Products included in the Order (“Territory”).

7. Currency:

The currency for orders under this Agreement will be in Euros, Pounds sterling or US Dollars according to the Order and the invoice.

8. Permitted Company Locations:

Company is permitted to provide or host the Solution at the location specified in the Order.

Any additions to the listed locations must be submitted to VCE for written approval and, if agreed in writing, will be considered an amendment to the terms of this Agreement, and in this instance an email agreement will accepted as a writing. Only listed subsidiaries or affiliates of Company will have any right to host the Products.

By placing an Order under this Agreement, the Company is legally bound and agrees to the terms of this Agreement (including all of its Exhibits, irrespective of whether such Exhibits have been initialed).

EXHIBIT A General Terms and Conditions

1. Definitions:

1.1 Company Product means the product or service, as further defined in the main section of this Agreement, that is separately owned or provided by Company, and which Company will bundle, integrate, or combine with the Product(s) and offer to End Users as the Solution.

1.2 Confidential Information means non-public information relating to financial, business, marketing, operations, scientific, technical, economic or engineering information, and other proprietary information of the party disclosing such information, its affiliates, subsidiaries or parent, (“Discloser”), (including all originals, copies, digests and summaries in any form); provided, however, Confidential Information does not include any specific information which: (i) is or becomes public other than by disclosure of the party receiving the Confidential Information (“Recipient”), (ii) is disclosed by the Discloser to anyone without similar restrictions on disclosure, (iii) is or becomes known to the Recipient without proprietary restrictions when, or subsequent to, disclosed by the Discloser, (iv) is independently developed by the Recipient without reference to the Discloser’s Confidential Information, or (v) is disclosed by order of law.

1.3 Documentation means the then current, generally available, written user manuals and online help and guides for Products.

1.4 End User means an individual or entity, which is licensed to use the Solution and/or Product for its internal business purposes only and not for resale, further distribution, or for providing outsourcing services.

1.5 End User License Agreement or EULA means the VCE End User License Agreement (as attached at Schedule 1).

1.6 Fees mean Product Fees, Program Fees and Support Fees.

1.7 Government End User means any central, regional or local government department, agency or entity performing governmental functions; international governmental organizations, governmental research institutions, governmental corporations or their separate business units not headquartered in a Permitted Country.

1.8 Hardware means the physical hardware components and related Documentation provided to Company pursuant to an Order.

1.9 Install Location means the specific End User’s data center location where the Products will be delivered and installed as specified in an Order.

1.10 List Price means the VCE standard pricing for generally available Products.

1.11 Maximum End User Term means the maximum term that Company may license the Solution to any End User and is stated in the main section of this Agreement.

1.12 Order is as defined in Section 6.1 (Orders and Payments).

1.13 Open Source Software means any software licensed under terms requiring that other software combined or distributed with such software: (i) be disclosed or distributed in source code form; or (ii) be licensed on terms inconsistent with the terms of this Agreement. Open Source Software may include, but is not limited to, software that is subject to; the GNU General Public License; GNU Library General Public License; Artistic License; Mozilla Public License; or any license listed on www.opensource.org/licenses.

1.14 Permitted Country means any one of the following: Australia, Austria, Belgium, Canada, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Japan, Luxembourg, the Netherlands, Norway, New Zealand, Poland,

Portugal, Spain, Sweden, Switzerland, the United Kingdom or the United States.

1.15 Product means Hardware and Software collectively that is contained in the VCE VblockTM Infrastructure Platform but not any other Hardware or Software that is provided under an Order that is not part of the VCE Vblock Infrastructure Platform and is designated as Custom Elements on the Order.

1.16 Product Fees means the fees paid by Company to VCE to procure the Product.

1.17 Program Fees means the annual fees associated paid by Company for any VCE strategic alliance program.

1.18 Quote means one or more Product orders, Services orders (which may be in the form of a statement of work), or other documents issued by VCE specifying the Product and/or Service that may be purchased by Company, including relevant pricing and other additional information necessary to complete the transaction.

1.19 Services means any services provided by VCE related to a Product as set forth in an Order.

1.20 Software means all software and related Documentation (including as defined in the applicable Exhibits) provided to Company pursuant to an Order including Software Releases and Third Party Software.

1.21 Software Release means any new version of Software that is made available without charge pursuant to (i) the warranty for Software or (ii) the Support Services for licensed Software, but does not mean a new Product.

1.22 Solution means the Products as managed by Company in connection with Company Product for End Users as specifically set out in Section 3 of the Agreement.

1.23 Source Code means that form of a Product where the program logic is understood or deduced by a human being. Source Code includes printed listings of the program, or an encoded machine-readable form, such as might be recorded on magnetic tape or disk, from which a printed listing can be made by processing it with a computer. Source Code includes all unlinked object files or modules created from the Source Code of the Product.

1.24 Support Fees means the fees paid for Support Services.

1.25 Support Services means the Services provided by VCE or its designee to Company for the support and maintenance of standard Products.

1.26 Territory is as defined in the main part of the Agreement.

1.27 Third Party Software means software licensed to VCE by any third party including Open Source Software.

1.28 Third Party Software Terms are defined in Section 2.2 of Section 2 (License Rights, Restrictions and Support Services).

1.29 Third Party Suppliers means VCE’s licensors and licensors of any products within the Solution.

1.30 VCE VblockTM Infrastructure Platform means the configured system of hardware and software components integrated as one unit of data center infrastructure manufactured and brought to the market by VCE .

2. License Rights, Restrictions and Support Services

2.1. Subject to the terms and conditions of this Agreement, VCE grants to Company the non-exclusive, non-transferable right and license to only the activities below that are required for the Order :

a) purchase, own and manage the Product as part of the Solution on behalf of End Users, subject to the accompanying Third Party Software Terms provided in Exhibit C. Company will provide End Users with first tier and second tier support and will be responsible

for applying updates and upgrades to the Solution. Company may only transfer the Product on written permission from VCE, such permission not to be unreasonably withheld or delayed, to an End User who; (i) remains a recipient of outsourcing services on the Solution, or; (ii) received outsourcing services from Company for a minimum of three years. Company must purchase the correct number of nodes, servers or other licensing unit of the Product and support for each End User, an “Outsourcing License”;

b) purchase, own and manage the Product as part of the Solution on behalf of End Users, subject to the accompanying Third Party Software Terms provided in Exhibit C. Company must hold the Product solely in Company’s name and cannot transfer the licenses to an End User. Company agrees to provide the End Users with support and be responsible for implementing any updates and upgrades on the Solution. Company must purchase the correct number of nodes, servers or other licensing unit of the Product and support for each End User a “Managed Service License”;

c) market and distribute the Products in the Territory for use in the Territory for the Company prices or discounts set forth in the main section of this Agreement, subject to the accompanying license agreements and Company terms contained in this Agreement and Exhibits, a “Reseller License”

d) purchase the Products for internal use only and not to resell. “Internal Use License”

2.2 Company’s rights and responsibilities with respect to Third Party Software and documentation shall be governed in accordance with the third party’s applicable software license (“Third Party Software Terms”). Third Party Software Terms will supersede this Agreement with respect to the corresponding Third Party Software or documentation and be binding on Company. Company authorizes VCE to accept on Company’s behalf any Third Party Software Terms by one or more separate “click-accept” license agreements or third party license agreements provided as part of the installation and/or download process or delivered with the Product. Company agrees, and will ensure that each of it’s End Users agrees that such Third Party Software will become binding on the End User for such Third Party Software. Third Party Software is warranted solely (if at all) by the applicable licensor and Company will and will ensure that each of its End Users will, look solely to the Third Party Software Terms for any warranty or other claims. VCE shall have no liability to Company or any End User in respect of the Third Party Software or the Third Party Software Terms.

2.3 The Software is subject to the license terms provided in the EULA or as otherwise stated as part of an Order and in accordance with its terms. VCE reserves the right to sell or license or otherwise engage directly with End Users in the Territory.

2.4 VCE will provide Software by (i) electronic means (where commercially available from VCE) or (ii) delivery of physical media to a carrier at VCE’s designated Install Location.

2.5 Company will reproduce and include copyright and other proprietary notices on and in any copies, including but not limited to partial, physical or electronic copies, of the Software.

2.6 Unless stated in a Quote and always in accordance with Section 15 (Export Control), Company will not, and will ensure that each of its End User will not (i) resell or otherwise supply the Products to any third party; and/or (ii) ship, or cause, or allow to be shipped, any Products outside of the Territory. VCE reserves the right to sell or license to or otherwise engage directly with any End User in the Territory.

2.7 Regardless of any disclosure made by Company to VCE or Distributor of the ultimate destination of Products, Company

will not export, either directly or indirectly, any Documentation, Products or system incorporating such Products without first obtaining a license as required by the applicable governmental authority. Company will adhere to all import regulations and will maintain at its expense all licenses, permits and other authorizations required by governmental and/or regulatory agencies within the Territory required for performance under this Agreement.

2.8 Diversion and re-exporting of any Products, including and without limitation contrary to U.S. or any applicable national laws, is expressly prohibited.

2.9 Company has no rights in or to Source Code of any Product and Company will not modify, enhance, disassemble, supplement, create derivative works from, make translations, reverse assemble, reverse engineer, reverse compile, recompile, make extracts or otherwise reduce to human readable form or attempt to determine the Source Code in the Software or other Products, or have others to attempt or do any of the foregoing.

2.10 Unless Company purchases the Internal Use License, Company does not have the right to use the Product or Solution for Company’s internal business but may only use the Product or Solution for the purposes of internal, testing, development and demonstrating the Product or Solution to End Users.

2.11 Company agrees that VCE, or a VCE-designated company or individual will deliver all Product training.

2.12 Provided that Company is current with its obligations under this Agreement, VCE agrees to provide Company with its generally released Software updates and upgrades to the Products.

2.13 Upon launch of the Strategic Alliance Partner Program and receipt by VCE of the partner Support Fees, VCE agrees to provide Company with partner support services as described in Exhibit B. It is the intent of VCE that partner support will provide Company with the VCE contact point for the Company to seek resolution for unresolved issues. Until such time as VCE has launched the Strategic Alliance Partner Program described in Exhibit B, all support for the Products will be provided for the components thereof as set forth in Exhibit C to this Agreement.

2.14 Upon Company’s purchase of Support Services, then a) Company will download Software updates from VCE’s directed site, and b) Company will use the current version of the Product with its subsequent manufacturing release of the Solution.

2.15 Unless expressly permitted elsewhere in this Agreement, Company may not combine or distribute the Product with Open Source Software or with software developed using Open Source Software (e.g., tools) in a manner that subjects the Products, or any portion of the Products, to any license obligations of such Open Source Software.

2.16 Any rights not explicitly granted in this Agreement are hereby reserved by VCE.

2.17 If Company has the right to resell the Products, Company will purchase the Products for resale from either (i) VCE directly or (ii) the VCE authorized distributor (“Distributor”) of its choice. If so instructed, upon establishment of Distributors in the VCE two-tier distribution program, Company may purchase its Reseller License from the Distributor of its choice and not directly from VCE. Final terms and conditions including invoicing, pricing, shipment and payment will be subject to the terms and conditions between such Distributor and Company.

3. Company Obligations.

3.1 Except where Company possess and acts solely under its Reseller License, Company must not distribute, license, or sublicense the Product or any portion of the Product as a stand-alone product.

3.2 Company agrees to report to VCE such sales information upon which VCE and Company from time to time mutually agree, which may include periodic reporting and forecasting requests.

3.3 Company has the right to license and distribute the Solution to End Users for a fixed term up to the Maximum End User Term.

3.4 Company may not distribute the Product or Solution by electronic distribution unless such distribution is by a secure distribution model.

3.6 Company understands and acknowledges that Third Party Software Terms may prohibit, restrict or impose additional requirements, including but not limited to the payment of additional fees or royalties, on Company’s use of Third Party Software to provide managed, hosting or outsourcing services on behalf of End Users. This Agreement does not give Company any rights to provide the Solution without having obtained all the necessary approvals for use of such Third Party Software. VCE will use commercially reasonable efforts to assist Company in its efforts to correctly license the Third Party Software.

3.7 Company will defend any action brought against VCE and indemnify VCE for any and all liability associated with usage of such incorporated Third Party Software that may arise from:

a) Company’s failing to obtain all necessary Third Party Supplier approvals;

b) Company’s failing to comply with any agreements with such third parties; and

c) use of Third Party Software by Company, or on behalf of any of multiple End Users, in the provision of managed services or other commercial hosting services.

Company will pay resulting costs, damage awards, and legal fees finally awarded against VCE provided that VCE notifies Company promptly in writing of any claim and Company has sole control of the defense of any such claim and all related settlement negotiations, provided that Company will not make any settlement that involves a remedy relating to admission of liability by, injunctive relief against, or other affirmative obligations by VCE without VCE’s consent.

In the event that Company does not procure the Product with Third Party Software included, the preceding requirements and indemnification are not applicable.

3.8 Company will use reasonable, good faith efforts to promote and market the Solution.

3.9 Company agrees to pay VCE the Fees. The Fees identified in this Agreement will be deemed fully earned by VCE and are not refundable in any event.

3.10 Company agrees not take any direct or indirect actions to wrongfully influence any decisions in its or VCE’s favor. Company further agrees to comply with all applicable anti-bribery and anti-corruption laws, (including but not limited to the United States Foreign Corrupt Practices Act, which specifically prohibits the offering, paying, transfer or promising to pay anything of value, directly or indirectly, to any non-US government official, which includes officers of a foreign government, persons officially acting on behalf of a foreign government, employees of a government corporation, officials of a political party; and candidates for political office), to assist in obtaining or retaining business, or to secure an improper advantage over competitors. Company will not make any payments or transfers of value, which have the purpose or effect of bribery, extortion, kickbacks or other unlawful means of obtaining business.

3.11 Company will notify End Users that a Product or Hardware contained in the Product may be remanufactured equivalent to new. VCE assembles its Product using Hardware from parts and components that are new or equivalent to new in accordance with industry-standard practice and have been cleaned, refinished, inspected and tested to new-product standards.

Product will a) meet VCE’s published specifications for Hardware, b) be covered by the Product warranty, and c) conform to normal commercial practices (as required by U.S. Federal Acquisition Regulation 11.302(b (2)) or any other applicable statute in a relevant jurisdiction). Company will not modify or alter such warranty terms in any manner without the express written consent of VCE.

3.12 Should Company be in material breach of this Agreement, including without limitation, non-payment of any obligations under this Agreement, VCE may discontinue providing support to Company for the End User(s) to which the material breach relates.

4. Purchase of Products for use in the Solution

4.1 For purposes of its rights granted in this Exhibit, VCE reserves the right, in its sole discretion to add modify or discontinue Products, to modify the List Price for the Products, or to change the Support Services at any time (“VCE Offering Modifications”). Any VCE Offering Modifications will be published in an updated VCE price list otherwise communicated to Company and VCE will use reasonable efforts to provide Company with no less than thirty (30) days notice prior to the effective date of the VCE Offering Modifications. Valid Quotes will remain in effect in accordance with their terms and Orders already in process will not change.

4.2 Unless otherwise stated as part of an Order and in accordance with its terms Company is required to include a copy of the EULA and Third Party Software Terms with each distribution of the Product and no title or ownership of the Software is transferred.

4.3 To the extent that Company elects to participate in any marketing and incentive programs (“Rebates”), which VCE may offer from time to time, Company agrees to comply with all specified requirements for such Rebates. VCE reserves the right to terminate or modify Rebates at any time at its sole discretion and will make reasonable efforts to provide thirty (30) days prior notice to Company.

4.4 Company is an independent entity and will acquire and distribute the Products at its own risk and expense and subject to the terms and conditions of this Agreement. Company is solely responsible for the results achieved as a reseller of VCE and Company will unilaterally determines its own resale prices for Products.

4.5 For each Solution resold by Company, Company will also sell Support Services for such Products.

5. Marketing.

5.1 The trademarks, service marks and tradenames, under which VCE markets the Product and Services (“Marks”), are the property of VCE or third party licensors. Subject to the provisions of this Agreement and in accordance with the VCE brand guidelines (available at http://media.vceportal.com/documents/PartnerGuide_Brand.pdf), Company may use and reproduce the Marks in any authorized reproduction of the Documentation and VCE marketing collateral, provided that VCE or the applicable third party licensor is referenced as the owner of the Marks. Company will only market the Product under the name specified by VCE. Company agrees to maintain and respect the Marks and copyrights notices of the Product in connection with its advertisement and distribution of the Product. Company agrees to include a reference to VCE in any advertisement for the Products, subject to VCE’s final approval of all such material.

5.2 Company agrees to promptly provide VCE, upon request, with any documentation (e.g., the document used for selling or advertising) that included the Marks and the date and source of the publication in which the Marks appeared.

5.3 All goodwill associated with, or created by, use of the Marks will belong to VCE, and Company hereby assigns such goodwill to

VCE. If Company uses any VCE trademarks or trade names in its domain name, on VCE’s request; Company will assign all of its rights in such domain name to VCE.

5.4 Upon termination of this Agreement, Company will immediately cease use of, and remove from its web site, all links, Marks, and other VCE-related marks, symbol, logos or copyrights, unless otherwise permitted in writing in advance to continue usage.

5.5 Company may not market the Solution under any name similar to a VCE Marks, or product title.

6. Orders.

6.1 The provisions of this Section 6 (Orders) only apply when Company purchases the Products directly from VCE.

6.2 Quotes provided to Company by VCE will be deemed accepted by Company when Company places an order (each an “Order”) by (i) signing the Quote and returning it to VCE; (ii) issuing a purchase order for the Products and/or Services on the Quote to the extent such purchase order states the relevant Quote number; or (iii) sending an email or other writing accepting the Quote expressly identified by its unique Quote number. Unless agreed separately in writing by VCE, no Company terms or conditions stated on a purchase order will be binding on VCE. No Order which has been accepted by Company may be cancelled, except with the prior agreement in writing of VCE. An Order for Products will state the Product name, SKU, number of nodes or any other VCE licensing unit, the End User term (if applicable), and the name and address of the End User (including products purchased for Internal training/certification use). An Order for Products is complete when the Product is shipped. VCE may deliver the Product and invoice by separate installments unless stated otherwise in the Order. An Order for Services is completed in accordance with the statement of work or the terms stated in the Order. VCE is only obligated to deliver the Products and provide the Services specifically identified in an Order. Quotes provided by VCE will remain valid for a period of 30 calendar days of the date of the issuance unless otherwise stated in the relevant Order.

6.3 Title and risk of loss for the Products transfers to Company at the delivery of the Product to the carrier for shipment.

6.4 Orders made for End Users located in North America (US, Canada or Mexico) will require the entry into a participation agreement and will be submitted to:

VCE Company, LLC 16929 Collections Center Drive Chicago, IL 60693 United States and to: naorders@vce.com

POs for orders made in a country located outside of North America, will be submitted to:

Director of Operations VCE Technology Solutions Limited Cork, Ireland. and to: emeaorders@vce.com

6.5 Company may be required to submit additional reports to VCE. Where Company operates a Solution, Company may be required to submit monthly or quarterly reports as agreed by the parties for purposes of calculation of license based Product Fees.

6.7 Subject to terms of an Order and as part of Product implementation: a) VCE generally provides standard installation services for the Products for the fees set forth in an Order, and b) VCE installs and configures standard management tools deployed to VCE standards and best practices. Company is solely responsible for ensuring that i) the Install Location meets the Hardware specifications for power and cooling, and ii) all surfaces over which the Hardware will travel between the carrier and the final location at the

Install Location meet the weight specifications for the Hardware, and iii) VCE has the contact information for a responsible single End User point of contact.

7. Payment.

7.1 The provisions of this Section 7 (Payments) only apply when Company purchases the Products directly from VCE.

7.2 VCE will invoice Company for the amounts due pursuant to the Order. Unless specified in an Order, Product fees include shipment charges for Product delivery. All amounts are payable in the currency stated on the Quote and due in full 30 calendar days after the date of invoice. Disputes not submitted in writing within 90 days of the date of invoice are waived.

7.3 If Company fails to make payment in full on the due date; the whole of the balance of the price of the Products then outstanding shall become immediately due and payable. Without prejudice to any other right or remedy of VCE under this Agreement or otherwise, VCE shall be entitled to (i) terminate the Order or suspend any further deliveries of the Products (on the same Order or otherwise); (ii) appropriate any payment made by Company to such of the Products as VCE determines irrespective of any Company designation; (iii) charge interest on the amount outstanding from the due date to the date of receipt by VCE), at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after judgment; (iv) suspend all further manufacture, delivery, or Service until Company pays in full; and (v) charge for storage for any undelivered Products at its then current rates. All sums payable to VCE under any fulfilled Order shall become due immediately on termination of this Agreement notwithstanding any other term of the Order. VCE shall be entitled, without prejudice to any other rights it may have, to set off any liability of Company to VCE against any liability of VCE to Company.

7.4 Payments for orders placed in North America will be wired to:

Account: 1233555621 Account Holder Name: VCE Company LLC Routing Transit (ABA): 026009593 SWIFT: BOFAUS3N

Payments for Orders placed outside North America, will be wired to:

Account: 15536004 Account Holder Name: VCE Technology Solutions Limited Short Code: CITIIE2X Bank Name: Citibank Europe Plc. Bank Address: 1 North Wall Quay, Dublin 1, Ireland

7.5 All amounts payable by Company to VCE under this Agreement are exclusive of any tax, levy, or similar governmental charge that may be assessed by any jurisdiction. Such taxes, levies, and governmental charges (collectively “Taxes”) including Taxes based on sales, use, excise, import or export values or fees, value-added, revenue, or resulting from the delivery, possession, or use of the Product, the execution or performance of this Agreement or otherwise. Should any Taxes be due, Company agrees to pay such Taxes and indemnify VCE for any claim for such Taxes demanded. Company will make no deduction from any amounts owed to VCE for any Taxes. Company covenants to VCE that all Products distributed hereunder will be in the ordinary course of Company's business, and Company agrees to provide VCE with appropriate information and/or documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any Taxes. Company will submit within fifteen (15) days of execution of this Agreement its sales tax exemption certificates.

8. Term and Termination.

8.1 This Agreement commences on the Effective Date and expires 3 (three) years later, unless earlier terminated. Unless one party give the other party written notice thirty (30) days prior to the expiration of the then-current term. This Agreement will automatically renew for successive one (1) year periods, subject to the notice and termination rights contained in this Agreement; provided that in no event shall the term of this Agreement exceed 10 years from the Effective Date.

8.2 Either party may, at its option, terminate this Agreement if the other party fails to meet any of its obligations under this Agreement, including any payment terms, and such failure continues uncured thirty (30) days following written notice of the breach specifying the nature of such breach.

8.3 Without prejudice to any other right or remedy available to VCE, VCE may terminate this Agreement or suspend any further deliveries under it without liability to Company and, if the Products have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if (i) Company passes a resolution or the court makes an order that Company be wound-up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or (ii) a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of Company, or (iii) circumstances arise which entitle the relevant court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a

winding‑up order, or (iv) Company is unable to pay its debts or (v) any similar event occurs under the law of any other jurisdiction.

8.4 Upon termination of this Agreement, all interest that Company may have in accrued marketing development funds for which no claim has been filed will automatically lapse.

8.5 VCE reserves the right to terminate this Agreement should the Company have not placed any Order with VCE for 18 months; VCE will give Company 30 day’s written notice of any such intended action.

8.6 Upon termination of this Agreement, Company will immediately cease use of all Products and Documentation.

9. Confidentiality.

Where Discloser makes Confidential Information available to the Recipient, the Recipient will only use such Discloser Confidential Information within the scope and for purpose of this Agreement. Each party agrees to hold the other’s Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Discloser. If the Recipient is compelled by law to disclose Discloser’s Confidential Information, Recipient will provide: (i) the Discloser with prompt prior notice of such compelled disclosure (to the extent legally permitted), and (ii) reasonable assistance, at Discloser's cost, if the Discloser wishes to contest the disclosure or obtain a protective order. If the Recipient discloses or uses (or threatens to disclose or use) any Discloser Confidential Information in breach of these confidentiality protections, the Discloser has the right, in addition to any other remedies available to it, to seek injunctive relief, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

10. Audit and Record Keeping.

10.1 Company agrees to maintain detailed records relating to the distribution and licensing of the Product. Company will maintain these records during the course of this Agreement, and for a period of seven (7) years following its termination or expiration. Such records include without limitation, any books, computer and electromagnetic records, relating to the sales, support, service, marketing and training related to the

Products. Company’s records will, within thirty (30) days’ notice to Company, be open to inspection, audit and copying by VCE during normal working hours. Company will maintain appropriate distribution records with respect to each End User and corresponding Product serial numbers, version numbers or other identifying information and will cooperate with VCE in the event of any recall or corrective action regarding the Products.

10.2 VCE, or VCE’s independent or internal auditors, may conduct an audit no more often than once per year, to ensure material compliance with the terms of this Agreement. VCE will pay the cost of audit unless a material discrepancy indicating inadequate record keeping or unpaid fees is discovered. A discrepancy will be deemed material if it involves payment or adjustment of 10% or more, in which case the Company will reimburse VCE for the cost of the audit, plus any unpaid amount. Audits and inspections will occur during normal business hours and will not interfere unreasonably with Company's business activities.

11. Warranties.

11.1 VCE warrants to Company that the Products will perform in accordance with the VCE published specifications and warrants that the Services will be provided using reasonable skill and care and in accordance with industry practice using suitably skilled and experienced personnel.

11.2 Company will comply with all applicable privacy and data protection laws for the collection, storage, use and disclosure of personal information about individuals and will obtain any required consent. Where the Company processes personal information on behalf of VCE it shall do so only in accordance with VCE’s express instructions and the Company shall use all such technical and organisational security procedures and measures necessary or appropriate to preserve the security and confidentiality of such personal information. Company will comply with all applicable state or federal laws concerning unsolicited email and all state and federal or national laws that are applicable to the Company’s business. To the extent that Company handles any Product or prepares it for shipment, Company will comply with all state and federal laws related to product labeling.

11.3 Except as expressly stated in the Documentation in accordance with this Agreement, and to the extent permitted by applicable law, VCE provides all Products “AS IS”. ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. VCE MAKES NO WARRANTY AS TO THIRD PARTY SOFTWARE; SUCH RIGHTS TO BE CLAIMED FROM SUCH THIRD PARTY.

12. Indemnification.

12.1 Company will indemnify, hold harmless and, upon VCE’s request, defend VCE against any claims, liabilities and expenses (including court costs and reasonable attorney’s fees) arising from or related to any failure by Company and/or End User to comply with any provision of this Agreement or arising from or related to the acts or omissions of Company’s employees or agents or End User, including, without limitation, any provision of warranties or contractual rights to end users in excess of or greater than those set forth in VCE’s or third parties’ standard license agreement included with the Products.

12.2 VCE will defend the Company from all third party claims, actions and lawsuits that are caused by the Product’s infringement of a copyright, trademark or patent under the laws of the Territory and United States Law. VCE’s obligations under this clause are subject to (a) Company providing VCE with prompt written notice of any claim or lawsuit, (b) VCE having sole control of the defense and all negotiations for settlement or compromise thereof and (c) Company reasonably cooperating in the

defense of such claim or lawsuit. VCE agrees to pay all settlements entered into by VCE, judgments finally awarded against Company and all attorney’s fees and expenses for counsel hired by VCE. Company may elect to participate in any such action with counsel of its own choice and expense. VCE will have no liability if the alleged infringement is based upon: (i) a combination of non VCE products, (ii) use for a purpose or in a manner not proscribed by VCE, (iii) use of an older version of Software when use of a newer Software would have avoided infringement (iv) any modification not made with VCE’s written approval or any modification made by VCE due to Company’s (or its End User’s) specific instructions, (v) licenses components sourced through Cisco or (vi) any intellectual property right owned or license by Company, it’s End User or any of its/their affiliates.

13. Limitation of Liability.

13.1 SUBJECT TO CLAUSES 13.2 AND 13.4, TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR CLAIMS REGARDING VIOLATION OF VCE’S INTELLECTUAL PROPERTY RIGHTS OR VIOLATION OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, EITHER PARTY’S TOTAL LIABILITY WILL BE LIMITED TO DAMAGES IN AN AMOUNT NOT TO EXCEED: (i) FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, US$1,000,000; OR (ii) FOR ALL OTHER LIABILITIES, THE PRICE PAID BY COMPANY TO VCE FOR THE SPECIFIC SERVICE OR PRODUCT FROM WHICH SUCH CLAIM ARISES.

13.2 SUBJECT TO CLAUSE 13.4 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR CLAIMS REGARDING VIOLATION OF VCE’S INTELLECTUAL PROPERTY RIGHTS OR VIOLATION OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS, NEITHER COMPANY NOR VCE (INCLUDING VCE’S SUPPLIERS) WILL: (i) HAVE ANY LIABILITY WHATSOEVER FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, PURE ECONOMIC LOSS, COSTS, CHARGES EXPENSES, LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL OR SIMILAR LOSSES, LOSS OF GOODS, LOSS OF CONTRACT, LOSS OF USE, LOSS OR CORRUPTION OF DATA REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; (ii) BE LIABLE FOR THE COST OF PURCHASING REPLACEMENT SERVICES, LOST PROFITS (OTHER THAN VCE’S CLAIMS FOR ANY PROFIT FORMING PART OF THE PRICE, FEES OR CHARGES), LOSS OF GOODWILL OR LOSS OR CORRUPTION OF DATA REVENUES, DATA AND/OR USE; OR (iii) BRING ANY CLAIM BASED ON A PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT MORE THAN 12 MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

13.3 In this Clause 13, “Liability” in relation to VCE or its suppliers means VCE’s entire financial liability (including any liability for the acts or omissions of its employees, agents and/or sub-contractors) to Company and/or any Customer whether in tort (including negligence and breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution and/or otherwise arising directly or indirectly out of or in connection with this Agreement, its performance, contemplated performance or termination.

13.4 Nothing in this Agreement will exclude or limit either Party’s liability for death or personal injury or for fraud or fraudulent misrepresentation.

14. Distribution Restrictions.

14.1 Except as otherwise permitted for resale of the Product, Company will contractually require each entity in Company's chain of distribution to market and distribute the Products and the Solution as a unit, and will use commercially reasonable efforts to enforce such requirements and prohibit any sale or distribution of the Products separate from the Solution. Company will use commercially reasonable efforts to monitor, prevent, and cause the discontinuance of any separation of the Products and the Solution prior to their delivery to the final End User.

14.2 To the extent such right is granted by VCE, Company will contractually require each permitted intermediate entity in its chain of distribution to comply with the product handling and licensing requirements of this Agreement, and make no unauthorized copies of the Products. Company will use commercially reasonable efforts to enforce such requirements.

14.3 End User rights and obligations will survive termination of this Agreement and will terminate at the end of the End User license term designated in Exhibit A.

15. Export Control.

15.1 The Products and related technology provided under this Agreement are subject to a) governmental restrictions on exports from the U.S.; b) restrictions on exports from Ireland and other countries in which such Products and related technology are produced or located; and c) the importation and/or use of such Products and technology outside of the United States (collectively, "Export Laws"). Company will, at its sole expense, comply with all Export Laws, as well as all VCE export policies VCE makes available to Company. If Company is a Government End User or provides services using Products to a Government End User, additional terms and restrictions apply.

15.2 Company represents that it will not use or transfer the Product(s) for end use relating to any nuclear, chemical or biological weapons, or missile technology.

15.3 Company agrees not to transfer, resell, or divert any Products, or to provide services using Products to those countries that may be embargoed from time to time by the U.S. government.

16. Choice of Law and Dispute Resolution.

16.1 This Agreement shall be governed by the laws of England and Wales excluding its conflict of law rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. Nothing in this Agreement shall be construed as precluding the bringing an action for injunctive relief or other equitable relief.

16.2 The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between senior executives of the parties by sending a written statement of any dispute to the respective senior executive of the other party prior to taking any formal action for breach or termination. The senior executives will meet to discuss any dispute and if such senior executives do not resolve the matter within 15 business days of such face to face meeting (which may be conducted by video conference if distance so requires), either party may refer the dispute to binding arbitration. The seat of the arbitration shall be conducted in the English language and under English law in Brussels, Belgium or Singapore at the election of the party initiating arbitration and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. Three arbitrators shall conduct the arbitration; each party to this Agreement shall appoint one arbitrator and those two arbitrators shall appoint a third who shall act as chair.

17. General.

17.1 All routine operational notices will be sent to the individuals identified in Exhibit B (Addresses for Routine Operational Notifications).

17.2 Any notice or other communication required or permitted hereunder will be given in writing to the other party at such address as will be given by either party to the other in writing. Such notice will be deemed to have been given when (i) delivered personally, (ii) sent via certified mail (return receipt requested) (iii) sent by fax (with confirmation of receipt), or (iv) by courier service.

17.3 VCE may issue a press release related to the business relationship described in this Agreement (excluding information related to Fees agreed between the Parties).

17.4 Company is an independent entity. No joint venture, partnership,

agency relationship or fiduciary duty exists between VCE and Company as a result of this Agreement or use of the Products.

17.5 Except for the payment of Fees due under this Agreement, neither party shall be liable for failure or delay in performing its obligations under this Agreement due to any force majeure event, or any other cause, which is beyond the reasonable control of such party. The affected party shall resume performance of its obligations under this Agreement immediately upon the end of the force majeure event.

17.6 The terms of this Agreement and related documentation govern VCE's use of the Products and Services. In the event of a conflict between the provisions of the documentation related to this Agreement, the order of precedence with respect to the term in conflict will be: (i) the terms of any mutually agreed amendment to this Agreement; (ii) any Third Party Software Terms, (iii) the EULA; (iv) the terms of this Agreement, (v) the terms of any Order, and lastly (vi) the terms of any purchase order issued by Company.

17.7 This Agreement may be executed in any number of counterparts and by facsimile, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement.

17.8 A waiver of any right under this Agreement is only effective if in writing and signed by the waiving Party, and applies only to the addressee Party and the circumstances for which it is given. If any part of this Agreement is held invalid, unenforceable or illegal, the other provisions shall remain in force.

17.9 Company may not assign this Agreement or any of its authorizations or duties, or any right or delegate any performance without VCE’s prior written consent, which consent shall not be unreasonably withheld.

17.10 Each Party acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation (whether made innocently or negligently), warranty, condition other term or understanding (whether in writing or not) of any person (whether or not a Party) relating to its subject matter otherwise than as expressly set out in the Agreement. Company acknowledges and agrees that VCE’s employees, contractors and agents are not authorized to give advice or make any recommendation about the Product or make statements or commitments binding on VCE that are

inconsistent with the Agreement.

17.11 Accordingly, (i) this Agreement constitutes the entire understanding between the Parties with regard to its subject matter and supersedes all proposals, oral or written, and all communications between them relating to it;(ii) Company acknowledges and agrees that the Third Party Software Terms constitute binding agreement(s) between Company and the Third Party Software licensor concerned, do not form part of this Agreement and do not give rise to any obligation enforceable against VCE (iii) all warranties, conditions and other terms implied by statute or common law (including any terms as to merchantability, satisfactory quality, fitness for a particular purpose, title and/or non-infringement) are excluded from this Agreement to the fullest extent permitted by law; (iv) the terms and conditions of this Agreement will prevail, notwithstanding any variance with any purchase order or other written instrument submitted by Company, whether formally rejected by VCE or not; and (v) this Agreement may only be amended or modified only by a written document signed by each party.

In the interpretation of this Agreement, (i) headings are for convenience only and do not form part of it for the purposes of interpretation; (ii) “include”, “including”, “in particular” and any similar words or expressions will be construed without limitation to preceding or following words; (iii) no rule of construction (including without limitation the contra proferentem rule) will apply to the disadvantage of one Party on the basis that it proposed or drafted this Agreement or any of its terms; and (iv) words used in the singular form include the plural and vice-versa.

17.12 This Agreement is made for the benefit of the Parties and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by any other party.

17.13 All Orders fulfilled by VCE pursuant to this Agreement, including provisions regarding Support Services, license grants and payment obligations, will survive termination of this Agreement. The terms of paragraphs Payment (Section 7), Term and Termination (Section 8), Confidentiality (Section 9), Audit and Record Keeping (Section 10) Indemnification (Section 11), Limitation of Liability (Section 12) and Choice of Law and Dispute Resolution (Section 16), will survive termination of this Agreement.

Schedule 1 VCE End User License Agreement

This VCE End User License Agreement (“EULA”) is between i) VCE Company, LLC, a Delaware limited liability Company, with offices located at 1500 N. Greenville Avenue, Suite 1100, Richardson, TX 75081, USA if the Software is purchased in the United States, Mexico or Canada; or ii) VCE Technology Solutions Limited, with offices located at IDA Industrial Estate, Ovens, Co. Cork, Ireland, if the Software is purchased in any other country (“VCE”) and you on behalf of the company, partnership or business that you represent (“Licensee”). By Using the Software the Licensee agrees to be bound by the terms of this EULA.

1. Definitions.

a. Confidential Information means non-public information relating to financial, business, marketing, operations, scientific, technical, economic or engineering information, and other proprietary information of the party disclosing such information its affiliates, subsidiaries or parent (“Discloser”), (including all originals, copies, digests and summaries in any form); provided, however, Confidential Information does not include any specific information which: (i) is or becomes public other than by disclosure of the party receiving the Confidential Information (“Recipient”), (ii) is disclosed by the Discloser to anyone without similar restrictions on disclosure, (iii) is or becomes known to the Recipient without proprietary restrictions when, or subsequent to, disclosed by the Discloser, (iv) is independently developed by the Recipient without reference to the Discloser’s Confidential Information, or (v) is disclosed by order of law.

b. Documentation means the then-current, generally available, written user manuals and online help and guides for Product;

c. Hardware means the physical hardware components and related Documentation provided to Licensee with the Software licensed pursuant to this EULA;

d. Product means the Hardware and the Software;

e. Reseller means a reseller, distributor or other partner who is authorized by VCE to procure the license of the Software to Licensee;

f. Software means all VCE software and related Documentation provided to Licensee, including any Software Releases;

g. Software Fees means the fees paid by the Licensee for the Software;

h. Software Releases means any new version of Software that is made available without charge pursuant to i) the warranty for Software; or ii) the Support Services for licensed Software, but does not mean a new Product;

i. Term is the term of this EULA as set out in clause 2 hereunder;

j. Third Party Software means Software supplied by any third party to the Licensee through VCE and licensed by the same third party to the Licensee;

k. Third Party Software Terms third party applicable license terms;

l. Updates means upgrades, modified or subsequent versions and updates including any virus or vulnerability updates and Software, if any, licensed by VCE as part of a maintenance contract or service subscription;

m. Use or Using means to copy, install, execute, download, or otherwise benefit from the object code of the Software and Documentation for the sole purpose of the Licensee conducting Licensee’s internal business operations and not for any other purpose including distribution;

1. License Grant. Subject to the payment of the applicable Software Fees (where applicable), and subject to the terms and conditions of this EULA, VCE hereby grants to Licensee a non-exclusive, non-assignable, non-transferable and revocable license to Use the

Software during the Term. Third Party Software included in the Software is subject to the relevant Third Party Software Terms.

2. Term. Unless otherwise specified in writing between VCE and the Licensee, this EULA is effective in perpetuity, unless earlier terminated for Licensee breach of this EULA.

3. Termination. This EULA will terminate automatically if Licensee: (a) becomes insolvent; (b) files any proceeding in bankruptcy or acquires the status of a bankrupt; (c) has a receiver or receiver manager appointed with respect to it or any of its assets; (d) seeks the benefit of any statute providing protection from creditors. VCE may also terminate this EULA for default if Licensee breaches any provision of this EULA. Any termination of this EULA shall be without prejudice to each right and/or remedy which VCE may possess against Licensee under this EULA, at law, in equity, and/or otherwise. Upon any termination or expiration of this EULA: i) all licenses granted by VCE shall immediately terminate; and ii) Licensee shall immediately cease use of the Software and return the Software, including all copies of the Software and the Documentation to VCE.

4. Software Releases and Updates. This license is limited to the version of the Software and Software Releases delivered to the Licensee and does not include Updates, unless a separate maintenance contract is purchased or, alternatively, the Licensee has purchased a service subscription that entitles the Licensee to Updates as described in the Documentation. The Licensee acknowledges that any obligation VCE may have to support the previous version of the Software ends upon availability of the Update. After the specified maintenance period or service subscription period has expired, the Licensee has no further rights to receive any Updates.

5. Ownership Rights. The Software is protected by United States’ copyright laws, and other applicable laws in the countries in which it is being used. VCE retains all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. The Licensee’s possession, installation, or Use of the Software does not transfer to the Licensee any title to the intellectual property in the Software, and the Licensee will not acquire any rights to the Software except as expressly set forth in this EULA. Any copy of the Software and Documentation authorized to be made hereunder must contain the same proprietary notices that appear on and in the Software and Documentation.

6. Restrictions. The Software license granted herein is for use of object code only. Licensee is permitted to copy Software as necessary to Use it in accordance with this Licensee. Licensee may copy Documentation insofar as reasonably necessary in connection with Licensee’s authorized internal Use of the Software. Licensee shall not permit third parties to benefit from the Use or functionality of the Software via a timesharing, service bureau or other arrangement. If Licensee enters into a contract with a third party in which the third party manages Licensee information technology resources (“Managing Party”), Licensee may transfer all its rights hereunder to Use the Software to such Managing Party, provided that (a) the Managing Party only Uses the Software for its internal operations on behalf of Licensee; (b) the Managing Party agrees to comply with the terms and conditions of this EULA, and (c) Licensee provides VCE with written notice that a Managing Party will be Using the Software on Licensee behalf. Licensee may not modify, enhance, supplement, reverse engineer, decompile, disassemble or otherwise reduce to human readable form the Software, except to the extent the foregoing restriction is not expressly prohibited by applicable law. Licensee may not modify, or create derivative works based upon, the Software in whole or in part. Licensee may not copy the Software or Documentation except as expressly permitted hereunder. Licensee may not remove any proprietary notices or labels on the Software. Licensee is prohibited from creating any software product/s that interface with or are interactive with the Software. All rights not expressly granted hereunder are reserved by VCE.

7. Warranty. THE SOFTWARE IS PROVIDED "AS IS" AND VCE MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY

STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. VCE MAKES NO WARRANTY AS TO THIRD PARTY SOFTWARE; SUCH RIGHTS TO BE CLAIMED FROM SUCH THIRD PARTY.

8. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR CLAIMS REGARDING VIOLATION OF VCE’S INTELLECTUAL PROPERTY RIGHTS OR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN, VCE TOTAL LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF THE SOFTWARE PROVIDED UNDER THIS EULA OR ANY ORDER, WILL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY VCE’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE PRICE PAID BY LICENSEE FOR THE SOFTWARE FROM WHICH SUCH CLAIM ARISES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LICENSEE NOR VCE (INCLUDING VCE’S SUPPLIERS) WILL: (i) HAVE LIABILITY WHATSOEVER FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, PURE ECONOMIC LOSS, COSTS, CHARGES EXPENSES, LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL OR SIMILAR LOSSES, LOSS OF GOODS, LOSS OF CONTRACT, LOSS OF USE, LOSS OR CORRUPTION OF DATA REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; (ii) BE LIABLE FOR THE COST OF PURCHASING REPLACEMENT SERVICES, LOST PROFITS OR LOSS OF GOODWILL.

The limitation of liability in this clause 8 shall not apply to liability for death or personal injury to the extent that applicable law prohibits such limitation. Solely to the extent that an applicable jurisdiction does not allow the exclusion or limitation of incidental or consequential damages, this limitation and exclusion does not apply. Nothing contained in this EULA limits VCE’s liability to Licensee for VCE’s gross negligence or for the tort of fraud. The foregoing provisions of this Section 8 shall be enforceable to the maximum extent permitted by applicable law.

9. Indemnity. Licensee will indemnify, hold harmless and, upon VCE’s request, defend VCE against any claims, liabilities and expenses (including court costs and reasonable attorney’s fees) arising from or related to any failure by Licensee to comply with any provision of this EULA or arising from or related to the acts or omissions of Licensee.

VCE will defend the Licensee from all third party claims, actions and lawsuits that are caused by the Software’s infringement of a copyright, trademark or patent under United States Law. VCE’s obligations under this clause are subject to (a) Licensee providing VCE with prompt written notice of any claim or lawsuit, (b) VCE having sole control of the defense and all negotiations for settlement or compromise thereof and (c) Licensee reasonably cooperating in the defense of such claim or lawsuit. VCE agrees to pay all settlements entered into by VCE, judgments finally awarded against Licensee and all attorney’s fees and expenses for counsel hired by VCE. Licensee may elect to participate in any such action with counsel of its own choice and expense. VCE will have no liability if the alleged infringement is based upon: (i) a combination of non VCE products, (ii) use for a purpose or in a manner not proscribed by VCE, (iii) use of an older version of Software when use of a newer Software would have avoided infringement (iv) any modification not made with VCE’s written approval or any modification made by VCE due to Licensee’s specific instructions, or (v) any intellectual property right owned or license by Licensee, its end users or any of its/their affiliates.

10. Notice to United States Government End Users. The Software and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the United States Government shall be governed solely by the terms of this EULA and shall be prohibited except to the extent expressly permitted by the terms of this EULA.

11. Export Controls. The Software provided under this EULA is subject to (i) governmental restrictions on exports from the United States (U.S.); (ii) restrictions on exports from Ireland and other countries in

which such Products and related technology are produced or located; and (iii) the importation and/or use of such Products and technology outside of the United States (collectively, "Export Laws"). Licensee will, at its sole expense, comply with all Export Laws, as well as all VCE export policies VCE makes available to Licensee. If Licensee is a Government End User or provides services using Products to a Government End User, additional terms and restrictions apply.

Licensee represents that it will not use or transfer the Products for end use relating to any nuclear, chemical or biological weapons, or missile technology.

Licensee agrees not to transfer, resell, or divert the Software, or to provide services using the Software to those countries that may be embargoed from time to time by the U.S. government.

12. High Risk Activities. The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). VCE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.

13. Governing Law. To the extent permitted by applicable law, this EULA is governed by and construed in accordance with the substantive laws of: (a) the State of New York and any dispute arising out of this EULA shall be referred to litigation in the State of New York if the Licensee is located in the United States, Mexico, or Canada; or (b) England if the Licensee is based in any country outside of those stated in (a) above, where any dispute arising out of this EULA shall be referred to binding arbitration. The seat of the arbitration shall be conducted in the English language and under English law in Paris, France and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. Three arbitrators shall conduct the arbitration; each party to this EULA shall appoint one arbitrator and those two arbitrators shall appoint a third who shall act as chair.

This EULA will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

14. Privacy. By entering into this EULA, the Licensee agrees that the VCE privacy policy, as it exists at any relevant time, shall be applicable. The most current privacy policy can be found on the VCE web site (www.vce.com). By entering into this EULA, Licensee agrees to the transfer of its personal information, if any, to VCE’s offices in the United States and other countries.

15. Audit. VCE, or VCE’s independent or internal auditors, may conduct any audit no more often than once per year to ensure material compliance with terms of this EULA. VCE will pay the cost of any audit unless a material discrepancy indicating inadequate record keeping or unpaid Software Fees is discovered. A discrepancy will be deemed material if it involves payment or adjustment of 10% or more, in which case Licensee will reimburse VCE for the cost of the audit plus any unpaid amount. VCE will conduct any audit or inspection during normal business hours and will not interfere with Licensee's business activities

16. Miscellaneous. This EULA sets forth all rights for the Licensee and is the entire agreement between the parties. This EULA supersedes any other communications, representations or advertising relating to the Software and Documentation. This EULA may not be modified except by a written addendum issued by a duly authorized representative of VCE. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by VCE. If any provision of this EULA is held invalid, the remainder of this EULA shall continue in full force and effect.

17. Confidentiality. Licensee shall: i) receive and maintain the Software in confidence; and ii) use the same degree of care with respect to the Software as Licensee employs to protect Licensee’s own confidential and/or trade secret information from unauthorized use, duplication and/or disclosure, being, in any event, a high degree of

care.

18. Force Majeure. Except for payment obligations pursuant to this EULA or any obligations relating to the protection of or restrictions applicable to the other party’s confidential information or intellectual property, neither party shall be liable to the other in breach of this EULA by reason of any failure or delay in performance of its obligations to the extent such failure or delay arises (and only for the duration that the affected party is precluded from performing) as a result of acts of God, fire, disaster, explosion, vandalism, storm, adverse weather conditions, national strikes, labor disputes or disruptions, epidemic, wars, national emergencies, riots, civil disturbances, shortages of materials, actions or inactions of Government authorities, terrorist acts, lockout, work stoppages, border delays, failures or interruptions of utilities or telecommunications equipment or services, system failures or any other cause or event that is beyond the reasonable control of the party.

29. VCE Customer Contact. If Licensee has any questions concerning these terms and conditions, or if Licensee would like to contact VCE for any other reason, please call 972.980.8402 or, or write: VCE Company, LLC, Attention: Customer Service, 1500 N. Greenville Avenue, Suite 1100, Richardson, TX 75081, USA. Alternatively, Licensee may contact its local VCE entity at the number listed at http://www.vce.com.

EXHIBIT B Partner and Unified Support and Maintenance

Terms for Partner support are posted on the partner website at www.vce.partner.com\supportterms

EXHIBIT C Third Party Resale, Support and License Terms

The following third-party manufacturer terms apply to the Third Party Components of the VCE Products:

1. Cisco Products. Company activities as they relate to the Cisco products included in the Product will be conducted pursuant to the terms set forth on Exhibit C-1. Company hereby agrees to provide the following terms to the End User prior to accepting an order from such End User:

1.1 Cisco Service Descriptions. The Cisco Service Descriptions and additional End User obligations are located at www.cisco.com/go/servicedescriptions/.

1.2 Cisco End User License Terms. Cisco branded products and documentation are provided to the End User subject to the then-current Cisco end user license terms. A current copy of the Cisco End User license terms is available at: www.cisco.com/univercd/cc/td/doc/es_inpck/cetrans.htm

1.3 Cisco Limited Warranty. The only warranty provided with respect to any Cisco Product is the written limited warranty statement provided with that Product or, if no warranty statement is provided with a Product, the Limited Warranty Statement available at the following URL: www.cisco.com/en/US/products/prod_warranties_listing.html.

1.4 Disclaimer. Except as specified in the Limited Warranty statement specified in Section 1.3 above, all express or implied conditions, representations or warranties, including, without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose (even if known to VCE or Suppliers), noninfringement, satisfactory quality or arising from a course of dealing, law, usage or trade practice are hereby excluded to the greatest extent allowed by applicable law. To the extent an implied warranty cannot be excluded, such warranty is limited to the 90-days. This disclaimer and exclusion will apply even if the express warranty set forth above fails its essential purpose.

2. EMC Products. Company hereby agrees to provide the following terms to the End User prior to or contemporaneously with accepting an order from such End User:

2.1 EMC End User License Terms. EMC branded products are provided to the End User subject to the then-current EMC Software License and Maintenance Agreement (the “EMC EULA”). The current version of the EMC EULA is attached as Exhibit C-2(a).

2.2 EMC Product Maintenance. Any Product Maintenance performed by EMC as a subcontractor to VCE in connection with this Agreement, or by VCE or its suppliers in connection with EMC products, is subject to the then current EMC Support Terms Agreement (the “EMC Support Services Agreement”). The current version is attached hereto as Exhibit C-2(b).

2.3 EMC Limited Warranty. The only warranties provided with respect to any EMC Product are described on the EMC EULA.

3. Vmware Products. Distributor activities as they relate to the Vmware products included in the Product shall be conducted pursuant to this section. Distributor hereby agrees to provide or notify the Reseller of its obligation to provide the following terms to the End User prior to accepting an order from such End User:

3.1 Vmware Service Descriptions. The Vmware Service Descriptions and additional End User obligations are located at http://www.vmware.com/support/policies.

3.2 Vmware End User License Terms. Vmware branded products and documentation are provided to the End User subject to the then-current Vmware end user license terms. A current copy of the Vmware End User license terms is available at: www.vmware.com/download/eula.

3.3 Vmware Limited Warranty. The only warranty provided with respect to any Vmware Product is the written limited warranty statement provided with that product.

3.4 Disclaimer. Except as specified in the Limited Warranty statement specified in the agreement, all express or implied conditions, representations or warranties, including, without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose (even if known to VCE or Suppliers), noninfringement, satisfactory quality or arising from a course of dealing, law, usage or trade practice are hereby excluded to the greatest extent allowed by applicable law. To the extent an implied warranty cannot be excluded, such warranty is limited to the 90-days. This disclaimer and exclusion shall apply even if the express warranty set forth above fails its essential purpose.

EXHIBIT C-1 CISCO MINIMUM TERMS AND CONDITIONS FOR COMPANIES

Each agreement Integrator enters with a Company will contain the following minimum terms and conditions: 1) Company’s territory is no greater than Integrator’s STI Territory.

In the case of a Company within the European Economic Area (“EEA”), Company’s territory will be at least the EEA.

2) Integrator grants Company a non-transferable, non-exclusive

sublicense to Resell the STI Products and STI Services to End Users directly and/or indirectly through Companys (and through any Approved Source within the EEA if the STI Territory includes the EEA), provided that: (i) the Company only resells the STI Products and STI Software to End Users within the STI Territory solely as a component of a total solution consisting of STI Products and Integrator’s Products: (ii) Company will not Resell or otherwise distribute STI Products stand-alone, except to the extent the Addendum permits the Integrator to distribute Products within the EEA stand-alone without an STI Discount; and (iii) Companys will distribute Cisco’s End User Software License Agreement to all End Users.

3) No titles to any of the intellectual property or proprietary rights

in any STI Products or Documentation is transferred to Company by Cisco or Integrator.

4) Company will not translate, reverse compile or disassemble the

STI Software and agrees to transfer to End User a copy of the Software License Agreement provided by Integrator.

5) Company will not remove, alter or destroy any copyright notice,

proprietary markings or confidential legends placed upon or contained within the STI Product or Documentation.

6) Company will keep Cisco Proprietary Information Confidential. 7) Use of Cisco Marks in distribution, advertising and/or

promotion of the STI Products will be in accordance with policies regarding advertising and trademark usage as established from time to time by Cisco. Company agrees to cooperate with Cisco in facilitating Cisco’s monitoring and control of the use of any Mark and the nature and quality of products and services supplied in connection with the Marks. Company further agrees not to affix any Marks to products other than genuine STI Products.

8) Cisco makes no warranty to Company of any kind with respect

to any STI Product or Services, express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose (even if that purpose is known to Cisco) and non-infringement of third party rights. Cisco will not be liable to Company or its customers for special, indirect, consequential, or punitive damages.

9) Cisco will not be liable to Company with respect to any claim

asserted by Company relating to the use or performance of any STI Product or the delivery of any STI Service. Except for the written limited warranty Cisco provides with a particular STI Product, Company may not make or pass on, and will take all measures necessary to ensure that neither it nor any of its agents or employees will make or pass on, any warranty or representation relating to that STI Product on behalf of Cisco to any customer, end user, or third party. Cisco will have no obligation to furnish any assistance, information or documentation to Company with respect to any STI Product or STI Service.

10) Company will take all reasonable steps when making proposals

and agreements with foreign governments other than the United States which involve any STI Products, STI Service or related documentation to ensure that Cisco’s proprietary rights in such product, service or related documentation receive the maximum protection available from such foreign government

for commercial computer software and related documentation developed slowly at private expense.

11) Cisco will be entitled to act as a third party beneficiary, with

respect to the enforcement of the terms and conditions set forth in this Schedule B with respect to the activities of Company regarding the STI Products and STI Services.

12) Company will comply with all laws, all licenses, permits and

approvals required by any government or authority, including any recycling or take-back programs applicable to packaging, resale or use of STI Products, and will comply with all applicable laws, rules, policies and procedures including without limitation the US Foreign Corrupt Practices Act, requirements applicable to the use of STI Products under telecommunications and other laws and regulations (collectively “Applicable Laws”). Partner will indemnify and hold harmless Cisco for any violation by Company of any Applicable Laws.

13) Company acknowledges that the Products and technology or

direct products thereof (“Products and Technology”) it may purchase and resell under this Agreement are subject to export controls under the laws and regulations of the Territory and the United States (U.S.). Partner will comply with such laws and regulations governing use, export, re-export, and transfer of Cisco Products and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. Company agrees to provide Cisco with such information and assistance as may reasonably be required in connection with securing such authorizations and licenses, and to take timely action to obtain all required support documentation. Company agrees to maintain full, true, and accurate records of exports, re-exports, and transfers of the Products and Technology, purchased and deployed or distributed, according to U.S. and local laws for at least five (5) years following the date of any such export, re-export, or transfer. Company acknowledges that detailed information regarding compliance with U.S. use, export, re-export, and transfer laws may be found at the following URL: Company’s obligations under this clause will survive the expiration or termination of the agreement.

EXHIBIT C-2(a) EMC SOFTWARE LICENSE AND MAINTENANCE AGREEMENT

*** IMPORTANT INFORMATION – PLEASE READ CAREFULLY *** This Software contains computer programs and other proprietary material and information, the use of which is subject to and expressly conditioned upon acceptance of this Software License and Maintenance Agreement (for purposes of this Exhibit C-2(a), the “Agreement”).

This Agreement is a legally binding document between you (meaning the individual person or the entity that the individual represents that has obtained the Software for its internal productive use and not for outright resale) (the “Customer”) and EMC (which means (i) EMC Corporation, if Customer is located in the United States; (ii) the local EMC sales subsidiary, if Customer is located in a country in which EMC Corporation has a local sales subsidiary; and (iii) EMC Information Systems International (“EISI”), if Customer is located outside the United States and in a country in which EMC Corporation does not have a local sales subsidiary). Unless EMC agrees otherwise in writing, this Agreement governs Customer's use of the Software except to the extent all or any portion of the Software is: (a) the subject of a separate written agreement; or (b) governed by a third party licensor’s terms and conditions. Capitalized terms have meaning stated in the Agreement.

If Customer does not have a currently enforceable, written and separately signed software license agreement directly with EMC or the Distributor from whom Customer obtained this Software, then by clicking on the “Agree” or “Accept” or similar button at the end of this Agreement, or proceeding with the installation, downloading, use or reproduction of this Software, or authorizing any other person to do so, you are representing to EMC that you are (i) authorized to bind the Customer; and (ii) agreeing on behalf of the Customer that the terms of this Agreement will govern the relationship of the parties with regard to the subject matter in this Agreement and are waiving any rights, to the maximum extent permitted by applicable law, to any claim anywhere in the world concerning the enforceability or validity of this Agreement.

If Customer has a currently enforceable, written and separately signed software license agreement directly with EMC or the Distributor from whom Customer obtained this Software, then by clicking on the “Agree” or “Accept” or similar button at the end of this Agreement, or proceeding with the installation, downloading, use or reproduction of this Software, or authorizing any other person to do so, you are representing that you are (i) authorized to bind the Customer; and (ii) agreeing on behalf of the Customer that the terms of such written, signed agreement will replace and supersede the terms of this Agreement and will govern the relationship of the parties with regard to this Software, and are waiving any rights, to the maximum extent permitted by applicable law, to any claim anywhere in the world concerning the enforceability or validity of such written signed agreement.

If you do not have authority to agree to the terms of this Agreement on behalf of the Customer, or do not accept the terms of this Agreement on behalf of the Customer, click on the “Cancel” or “Decline” or other similar button at the end of this Agreement and/or immediately cease any further attempt to install, download or use this Software for any purpose, and remove any partial or full copies made from this Software.

1. DEFINITIONS.

A. “Affiliate” means a legal entity that is controlled by, controls, or is under common “control” of EMC or Customer. “Control” means more than 50% of the voting power or ownership interests.

B. “Confidential Information” means and includes the terms of this Agreement, Software, and Support Tools and all confidential and proprietary information of EMC or Customer, including without limitation, all business plans, product plans, financial information, software, designs, and technical, business and financial data of any nature whatsoever, provided that such information is marked or designated in writing as “confidential,” “proprietary,” or any other similar term or designation. Confidential Information does not include information that is (i) rightfully in the receiving party’s possession without obligation of confidentiality prior to receipt from the disclosing party, (ii) a matter of public knowledge through no fault of the receiving party, (iii) rightfully furnished to the receiving party by a

third party without restriction on disclosure or use; or (iv) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

C. “Distributor” means a Company, distributor, system integrator, service provider, independent software vendor, value-added Company, OEM or other partner that is authorized by EMC to license Software to end users. The term will also refer to any third party duly authorized by a Distributor to license Software to end users.

D. “Documentation” means the then-current, generally available, written user manuals and online help and guides for Software provided by EMC.

E. “Product Notice” means the notice by which EMC informs Customer of product-specific use rights and restrictions, warranty periods, warranty upgrades and maintenance (support) terms. Product Notices may be delivered in an EMC quote, otherwise in writing and/or a posting on the applicable EMC website, currently located at http://www.emc.com/products/warranty_maintenance/index.jsp. The terms of the Product Notice in effect as of the date of the EMC quote will be deemed incorporated into and made a part of the relevant Customer purchase order. Each Product Notice is dated and is archived when it is superseded by a newer version. EMC will not change any Product Notice retroactively with regard to any Software or Support Services listed on an EMC quote issued prior to the date of the applicable Product Notice. At Customer’s request, EMC will without undue delay provide Customer with a copy of the applicable Product Notice and/or attach it to the relevant EMC quote.

F. “Software” means the EMC software product which requires acceptance of this Agreement, and any copies made by or on behalf of Customer, Software Releases, and all Documentation for the foregoing.

G. “Software Release” means any subsequent version of Software provided by EMC after initial delivery of Software but does not mean a new item of Software.

H. “Support Services” means the annual service available from EMC or its designee which provides Software Releases and support services for Software as set forth in the Product Notice.

I. “Support Tools” means any hardware, software and other tools and/or utilities used by EMC to perform diagnostic or remedial activities in connection with Software including any software or other tools made available by EMC to Customer to enable Customer to perform various self-maintenance activities.

2. DELIVERY AND INSTALLATION.

A. Delivery. Title and risk of loss to the physical media, if any, which has been sold to Customer and contains Software will transfer to Customer upon EMC’s delivery to a carrier at EMC’s designated point of shipment (“Delivery”). Unless otherwise agreed, a common carrier will be specified by EMC. Software may be provided by (i) Delivery of physical media; or (ii) electronic means (where available from EMC). If the physical media containing Software has not been sold (for example - a lease or rental transaction), then risk of loss thereto transfers at Delivery, but title does not.

B. Installation and Acceptance. EMC’s obligation, if any, to install Software as part of the Software’s licensing fee, is set forth in the Product Notice. Acceptance that Software operates in substantial conformity to the Software’s Documentation occurs upon Delivery or electronic availability, as applicable. Notwithstanding such acceptance, Customer retains all rights and remedies set forth in Section 4 (WARRANTY AND DISCLAIMER) below.

3. LICENSE TERMS.

A. General License Grant. Subject to Customer’s compliance with this Agreement, the Product Notice, and payment of all license fees, EMC grants to Customer a nonexclusive and nontransferable (except as otherwise permitted herein) license (with no right to sublicense) to use (i) Software for Customer’s internal business purposes; and (ii) the Documentation related to Software for the purpose of supporting Customer’s use of Software. Licenses granted to Customer will, unless otherwise indicated on the Product Notice or quote from EMC or Distributor) be perpetual and commence on Delivery of the physical media or the date Customer is notified of electronic availability, as applicable. Documentation is licensed solely for purposes of supporting Customer’s use of Software as permitted in this Section. To the extent applicable to Software, Customer may be required to

follow EMC’s then current product registration process, if any, to obtain and input an authorization key or license file.

B. Licensing Models. Software is licensed for use only in accordance with the commercial terms and restrictions of the Software’s relevant licensing model, which are stated in the Product Notice and/or quote from EMC or Distributor. For example, the licensing model may provide that Software is licensed for use solely (i) for a certain number of licensing units; (ii) on or in connection with certain hardware, or a CPU, network or other hardware environment; and/or (iii) for a specified amount of storage capacity. Microcode, firmware or operating system software required to enable the hardware with which it is shipped to perform its basic functions, is licensed for use solely on such hardware.

C. License Restrictions. All Software licenses granted herein are for use of object code only. Customer is permitted to copy Software as necessary to install and run it in accordance with the license, but otherwise for back-up purposes only. Customer may copy Documentation insofar as reasonably necessary in connection with Customer’s authorized internal use of Software. Customer will not, without EMC's prior written consent (i) use Software in a service bureau, application service provider or similar capacity; or (ii) disclose to any third party the results of any comparative or competitive analyses, benchmark testing or analyses of Software performed by or on behalf of Customer; (iii) make available Software in any form to anyone other than Customer’s employees or contractors; or (iv) transfer Software to an Affiliate or a third party.

D. Software Releases. Software Releases will be subject to the license terms applicable to Software.

E. Audit Rights. EMC (including its independent auditors) will have the right to audit Customer’s usage of Software to confirm compliance with the agreed terms. Such audit is subject to reasonable advance notice by EMC and will not unreasonably interfere with Customer’s business activities. Customer will provide EMC with the support required to perform such audit and will, without prejudice to other rights of EMC, address any non-compliant situations identified by the audit by forthwith procuring additional licenses.

F. Termination. EMC may terminate licenses for cause, if Customer breaches the terms governing use of Software and fails to cure within thirty (30) days after receipt of EMC’s written notice thereof. Upon termination of a license, Customer will cease all use and return or certify destruction of the applicable Software (including copies) to EMC.

G. Reserved Rights. All rights not expressly granted to Customer are reserved. In particular, no title to, or ownership of, the Software is transferred to Customer. Customer will reproduce and include copyright and other proprietary notices on and in any copies of the Software. Unless expressly permitted by applicable mandatory law, Customer will not modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, decompile or otherwise reduce to human readable form the Software without EMC's prior written consent, nor will Customer permit any third party to do the same.

4. WARRANTY AND DISCLAIMER.

A. Software Warranty. EMC warrants that Software will substantially conform to the applicable Documentation for such Software and that any physical media provided by EMC will be free from manufacturing defects in materials and workmanship until the expiration of the warranty period. EMC does not warrant that the operation of Software will be uninterrupted or error free, that all defects can be corrected, or that Software meets Customer’s requirements, except if expressly warranted by EMC in its quote. Support Services from EMC for Software are available for separate purchase and the Support Options are identified at the Product Notice.

B. Warranty Duration. Unless otherwise stated on the EMC quote, the warranty period for Software will (i) be as set forth at the Product Notice; and (ii) commence upon Delivery of the media or the date Customer is notified of electronic availability, as applicable.

C. Customer Remedies. EMC’s entire liability and Customer’s exclusive remedies under the warranties described in this section will be for EMC, at its option, to remedy the non-compliance or to replace the affected Software. If EMC is unable to effect such within a reasonable time, then EMC will refund the amount received by EMC

for the Software concerned. All replaced Software contained on physical media supplied by EMC will be returned to and become the property of EMC. EMC will have no liability hereunder after expiration of the applicable warranty period. The foregoing will not void any supplementary remedies made available to Customer by a Distributor, with respect to which EMC will have no liability or obligation.

D. Warranty Exclusions. Warranty does not cover problems that arise from (i) accident or neglect by Customer or any third party; (ii) any third party items or services with which Software is used or other causes beyond EMC’s control; (iii) installation, operation or use not in accordance with EMC’s instructions or the applicable Documentation; (iv) use in an environment, in a manner or for a purpose for which Software was not designed; or (v) modification, alteration or repair by anyone other than EMC or its authorized representatives;. EMC has no obligation whatsoever for Software installed or used beyond the licensed use, or whose original identification marks have been altered or removed. Removal or disablement of remote support capabilities during the warranty period requires reasonable notice to EMC. Such removal or disablement, or improper use or failure to use applicable Customer Support Tools will be subject to a surcharge in accordance with EMC’s then current standard rates.

E. No Further Warranties. Except for the warranty set forth herein, and to the maximum extent permitted by law, EMC (INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, WRITTEN OR ORAL. INSOFAR AS PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING WARRANTIES ARISING BY STATUTE, COURSE OF DEALING OR USAGE OF TRADE.

5. SUPPORT SERVICES.

A. Support Services. If Customer has purchased Support Services for Software (or its related hardware, if any) directly from EMC, such will be delivered by EMC as specified in the applicable Product Notice. If Customer has purchased maintenance and support from a Distributor, then EMC may provide Support Services to the extent that the Distributor has contracted with EMC to provide Customer with Support Services.

B. Reinstatement of Lapsed Support. If Support Services expire or are terminated, and Customer subsequently seeks to reinstate Support Services, Customer will pay: (i) the cumulative Support Services fees applicable for the period during which Support Services lapsed; (ii) the annual support fees for the then-current current period; and (iii) the then-current reinstatement fee and/or certification fees, as quoted by EMC or a Distributor.

C. Support Tools. EMC may use Support Tools or may make certain Support Tools available to assist Customer in performing various maintenance or support related tasks. Customer will use Support Tools only in accordance with the terms under which EMC makes such available.

D. Additional Support Terms. Unless otherwise indicated in the Product Notice, Support Services provided by EMC will consist of (i) using commercially reasonable efforts to remedy failures of Software to perform substantially in accordance with EMC’s applicable Documentation; (ii) providing English-language (or where available, local language help line service (via telephone or other electronic media); and (iii) providing, or enabling Customer to download Software Releases and Documentation updates made generally available by EMC at no additional charge to other purchasers of Support Service for the applicable Software.

E. Software Releases. Upon use of a Software Release, Customer will remove and make no further use of all prior Software Releases, and protect such prior Software Releases from disclosure or use by any third party. Customer is authorized to retain a copy of each Software Release properly obtained by Customer for Customer’s archive purposes and use such as a temporary back-up if the current Software Release becomes inoperable. Customer will use and deploy Software Releases strictly in accordance with terms of the original license for the Software.

F. Support Services for Software affected by Change in Hardware Status. For Software used on or operated in connection with hardware that ceases to be covered by Support Services or the EMC hardware warranty, EMC reserves the right to send Customer written notice that EMC has either chosen to discontinue or change the price

for Support Services for such Software (with such price change effective as of the date the applicable EMC hardware ceases to be so covered). If EMC sends a discontinuation notice, or if Customer rejects or does not respond to the notice of a proposed price change within thirty (30) days after receipt, Customer will be deemed to have terminated the Support Services for its convenience.

G. Support Services Exclusions. Support Services do not cover problems that arise from (i) accident or neglect by Customer or any third party; (ii) any third party items or services with which the Software is used or other causes beyond EMC’s control; (iii) installation, operation or use not in accordance with EMC’s instructions or the applicable Documentation; (iv) use in an environment, in a manner or for a purpose for which the Software or its related hardware was not designed; or (v) modification, alteration or repair by anyone other than EMC or its authorized designees. EMC has no obligation whatsoever for Software installed or used beyond the licensed use. Removal or disablement of Software’s remote support capabilities during the term of Support Services requires reasonable notice to EMC. Customer’s removal, disablement of remote support capabilities, or improper use of or failure to use Support Tools made available to Customer will subject Customer to a surcharge in accordance with EMC’s then current standard rates.

6. INDEMNITY. EMC will (i) defend Customer against any third party claim that Software or Support Services infringes a patent or copyright existing in the country in which EMC is located, the United States of America or the European Union; and (ii) pay the resulting costs and damages finally awarded against Customer by a court of competent jurisdiction or the amounts stated in a written settlement negotiated by EMC. The foregoing obligations are subject to the following: Customer (a) notifies EMC promptly in writing of such claim; (b) grants EMC sole control over the defense and settlement thereof; (c) reasonably cooperates in response to an EMC request for assistance; and (d) is not in material breach of this Agreement. Should any such Software or Support Service become, or in EMC’s opinion be likely to become, the subject of such a claim, EMC may, at its option and expense, (1) procure for Customer the right to make continued use thereof; (2) replace or modify such so that it becomes non-infringing; (3) request return of the Software and, upon receipt thereof; refund the price paid by Customer, less straight-line depreciation based on a three (3) year useful life for Software; or (4) discontinue the Support Service and refund the portion of any pre-paid Support Service fee that corresponds to the period of Support Service discontinuation. EMC will have no liability to the extent that the alleged infringement arises out of or relates to: (A) the use or combination of Software or Support Service with third party products or services; (B) use for a purpose or in a manner for which the Software or Support Service was not designed; (C) any modification made by any person other than EMC or its authorized representatives; (D) any modifications to Software or Support Service made by EMC pursuant to Customer’s specific instructions; (E) any technology owned or licensed by Customer from third parties; or (F) use of any older version of the Software when use of a newer Software Release made available to Customer would have avoided the infringement. THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND EMC’S ENTIRE LIABILITY FOR THIRD PARTY INFRINGEMENT CLAIMS.

7. LIMITATION OF LIABILITY.

A. Limitation on Direct Damages. EXCEPT WITH RESPECT TO CLAIMS ARISING UNDER SECTION 6 ABOVE, EMC’S TOTAL LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF SOFTWARE OR SERVICE PROVIDED HEREUNDER, WILL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY EMC’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (i) US$1,000,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID BY CUSTOMER TO EMC FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) OR SOFTWARE FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN (i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER.

B. No Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF EMC’S INTELLECTUAL PROPERTY RIGHTS OR CLAIMS ARISING UNDER SECTION 6 ABOVE, NEITHER CUSTOMER NOR EMC WILL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES

(INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

C. Special Exclusion. IN JURISDICTIONS THAT DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF SECTION 7.A AND/OR 7.B ABOVE MAY NOT APPLY.

D. Regular Back-ups. As part of its obligation to mitigate damages, Customer will take reasonable data back-up measures. In particular, Customer will back-up the relevant data before EMC performs any remedial, upgrade, new Software Release or other works on Customer’s production systems. To the extent EMC’s liability for loss of data is not anyway excluded under this Agreement, EMC will in case of data losses only be liable for the typical effort to recover the data which would have accrued if Customer had appropriately backed up its data.

E. Limitation Period. Unless otherwise required by applicable law, the limitation period for claims for damages will be eighteen (18) months after the cause of action accrues, unless statutory law provides for a shorter limitation period.

F. Suppliers. The foregoing limitations will also apply in favor of EMC’s suppliers.

8. EVALUATION AND LOANED SOFTWARE.

A. This Agreement will also apply to (i) “Evaluation Software” (meaning the copy of Software which contains this Agreement, including any copies made by or on behalf of Customer, and all Documentation for the foregoing, which are licensed for a limited duration for the specific purpose of evaluation prior to making a final decision on procurement; and (ii) “Loaned Software” (meaning the copy of Software which contains this Agreement, including any copies made by or on behalf of Customer, and all Documentation for the foregoing, which are licensed for a limited duration directly to Customer for a limited period of time at no charge), subject to the following:

B. The particular Evaluation or Loaned Software, period of use, Installation Site and other transaction-specific conditions will be as mutually agreed between EMC and Customer and recorded in the form of an evaluation or loan schedule.

C. Notwithstanding any deviating terms in this Agreement, all licenses for Evaluation and Loaned Software expire at the end of the evaluation or loan period.

D. Customer will return Evaluation and Loaned Software at the end of the evaluation or loan period or when sooner terminated by EMC for convenience by giving thirty (30) days’ written notice, whichever occurs first. Customer will bear the risk of loss and damage for return of physical media, if any, and de-installation.

E. Customer may use Evaluation and Loaned Software free of charge, but, in the case of Evaluation Software, solely for the purpose of evaluation and not in a production environment.

F. Without prejudice to any other limitations on EMC’s liability set forth in this Agreement (which will also apply to Evaluation and Loaned Software), Evaluation and Loaned Software are provided “AS IS” and any warranty or damage claims against EMC in connection with Evaluation and Loaned Software are hereby excluded, except in the event of fraud or willful misconduct of EMC.

G. Unless otherwise specifically agreed in writing by EMC, EMC does not provide maintenance or support for any Evaluation Software. CUSTOMER RECOGNIZES THAT EVALUATION SOFTWARE MAY HAVE DEFECTS OR DEFICIENCIES WHICH CANNOT OR MAY NOT BE CORRECTED BY EMC. EMC will have no liability to Customer for any action (or any prior related claims) brought by or against Customer alleging that Customer’s sale, use or other disposition of any Evaluation Software infringes any patent, copyright, trade secret or other intellectual property right. In event of such an action, EMC retains the right to terminate this Agreement and take possession of the Evaluation Software. THIS SECTION STATES EMC’S ENTIRE LIABILITY WITH RESPECT TO ALLEGED INFRINGEMENTS OF INTELLECTUAL PROPERTY RIGHTS BY EVALUATION SOFTWARE OR ANY PART OF IT OR ITS OPERATION.

9. CONFIDENTIALITY. Each party will (i) use Confidential Information of the other party only for the purposes of exercising rights or performing obligations in connection with this Agreement; and (ii) use at least reasonable care to protect from disclosure to any

third parties any Confidential Information disclosed by the other party for a period commencing upon the date of disclosure until three (3) years thereafter, except with respect to Customer data to which EMC may have access in connection with the provision of Services, which will remain Confidential Information until one of the exceptions stated in the above definition of Confidential Information applies. Notwithstanding the foregoing, either party may disclose Confidential Information (a) to an Affiliate for the purpose of fulfilling its obligations or exercising its rights hereunder as long as such Affiliate complies with the foregoing; and (b) if required by law provided the receiving party has given the disclosing party prompt notice.

10. GOVERNMENT REGULATIONS AND EXPORT CONTROL. Software and the technology included therein provided under this Agreement are subject to governmental restrictions on (i) exports from the U.S.; (ii) exports from other countries in which such Software and technology included therein may be produced or located; (iii) disclosures of technology to foreign persons; (iv) exports from abroad of derivative products thereof; and (v) the importation and/or use of such Software and technology included therein outside of the United States or other countries (collectively, "Export Laws"). Customer will comply with all Export Laws and EMC export policies to the extent such policies are made available to Customer by EMC. Diversion contrary to U.S. law or other Export Laws is expressly prohibited.

11. TERMINATION. Customer may terminate this Agreement for its convenience upon thirty (30) days’ notice to EMC. Either Customer or EMC may terminate this Agreement upon written notice due to the other party’s material breach of the terms governing use of the Software; provided that such breach is not cured within thirty (30) days after the provision of written notice to the breaching party specifying the nature of such breach. Upon termination of this Agreement, Customer will cease all use and return or certify destruction of the applicable Software (including copies) to EMC. Any provision that by its nature or context is intended to survive any termination or expiration, including but not limited to provisions relating to payment of outstanding fees, confidentiality and liability, will so survive.

12. MISCELLANEOUS.

A. References. EMC may identify Customer for reference purposes unless and until Customer expressly objects in writing

B. Notices and Language. Any notices permitted or required under this Agreement will be in writing, and will be deemed given when delivered (i) in person, (ii) by overnight courier, upon written confirmation of receipt, (iii) by certified or registered mail, with proof of delivery, (iv) by facsimile transmission with confirmation of receipt, or (v) by email, with confirmation of receipt (except for routine business communications issued by EMC, which will not require confirmation from Customer). Notices will be sent to the address, facsimile number or email address set forth below, or at such other address, facsimile number or email address as provided to the other party in writing. Notices will be sent to: EMC Corporation, 176 South Street, Hopkinton, MA 01748. Fax for legal notices: 508.293.7780. Email for legal notices: legalnotices@emc.com. The parties agree that this Agreement has been written in the English language, that the English language version will govern and that all notices will be in the English language.

C. Entire Agreement. This Agreement (i) is the complete statement of the agreement of the parties with regard to the subject matter hereof; and (ii) may be modified only by a writing signed by both parties. All terms of any purchase order or similar document provided by Customer, including but not limited to any pre-printed terms thereon and any terms that are inconsistent or conflict with this Agreement, will be null and void and of no legal force or effect.

D. Force Majeure. Except for the payment of fees, if any, due EMC from Customer, neither party will be liable under this Agreement because of a failure or delay in performing its obligations hereunder on account of any force majeure event, such as strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action, or any other cause which is beyond the reasonable control of such party.

E. Assignment. Customer will not assign this Agreement or any right or delegate any performance without EMC’s prior written consent, which consent will not be unreasonably withheld. Customer will

promptly notify EMC, and EMC may terminate this Agreement on thirty days’ notice, if Customer merges with or is acquired by a third party or otherwise undergoes a change of control.

F. Governing Law. This Agreement is governed by: (i) the laws of the Commonwealth of Massachusetts when EMC means EMC Corporation; (ii) the laws of the applicable country in which the applicable EMC subsidiary is registered to do business when EMC means the local EMC subsidiary, and (iii) the laws of Ireland when EMC means EISI. In each case, the applicability of laws will exclude any conflict of law rules. The U.N. Convention on Contracts for the International Sale of Goods will not apply. In the event of a dispute concerning this Agreement, Customer consents to the sole and exclusive personal jurisdiction of the courts of competency in the location where EMC is domiciled.

G. Waiver. No waiver will be deemed a waiver of any prior or subsequent default hereunder. If any part of this Agreement is held unenforceable, the validity of the remaining provisions will not be affected.

H. Partial Invalidity. If any part of this Agreement, a purchase order or an EMC quote is held unenforceable, the validity of the remaining provisions will not be affected.

13. COUNTRY SPECIFIC TERMS.

A. Canada. The terms in this subsection A apply only when EMC means the EMC sales subsidiary located in Canada (currently EMC Corporation of Canada):

1. Section 2.A (Delivery). The second sentence is deleted in its entirety and replaced with: “Title and risk of loss to physical media, if any, transfers to Customer at the time and place that the media clears Canadian Customs.”

2. Section 3.A (General License Grant). The last two sentences are deleted and replaced with: “Licenses granted will commence on the date the physical media, if any, clears Canadian Customs or electronic availability of such Software to Customer.” Documentation is licensed solely for purposes of supporting Customer’s use of the Software as permitted in this Section.

3. Section 12 (MISCELLANEOUS). Add the following as new subsection I:

I. The parties have required that this Agreement be drawn up in English and have also agreed that all notices or other documents required by or contemplated in this Agreement be written in English.

Les parties ont requis que cette convention soit rédigée en anglais et ont également convenu que tout avis ou autre document exigé aux termes des présentes ou découlant de l'une quelconque de ses dispositions sera préparé en anglais.

B. United Kingdom. The terms in this subsection B apply only when EMC means the EMC sales subsidiary located in the United Kingdom (currently EMC Computer Systems (UK) Limited):

1. Section 4.D (Warranty Exclusions). The entire section is deleted and replaced with:

D. Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in this Agreement, EMC (including its suppliers) provides Software “AS IS” and makes no other express or implied warranties, written or oral, and ALL OTHER WARRANTIES AND CONDITIONS (SAVE FOR THE WARRANTIES AND CONDITIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979) ARE SPECIFICALLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

2. Section 7 (LIMITATION OF LIABILITY). This Section is deleted in its entirety and replaced with:

7. LIMITATION OF LIABILITY AND PRESERVATION OF DATA.

A. The entire aggregate liability of EMC (including its suppliers) under or in connection with the supply of the Software or Service, whether in tort (including negligence), for breach of contract, misrepresentation or otherwise, is limited in respect of each event or a series of events: (i) to the amounts actually paid by Customer for the Software or

Services which give rise to such liability during the twelve (12) month period immediately preceding the date of the cause of action giving rise to such claim; or (ii) Great British Pounds Sterling one million (£1,000,000), whichever is the greater amount. In no event will EMC (including its suppliers) or Customer be liable to the other or any other person or entity for loss of profits, loss of revenue, loss of use or any indirect, special, incidental, consequential or exemplary damages arising out of or in connection with this Agreement, the license of the Software or the provision of Services, and the use, performance, receipt or disposition of such Software or Services, even if such party has been advised of the possibility of such damages or losses. Nothing in this Agreement will operate to exclude or restrict EMC’s liability for: (a) death or personal injury resulting from negligence; (b) breach of obligations arising from section 12 of the Sale of Goods Act 1979; or (c) fraud.

B. CUSTOMER OBLIGATIONS IN RESPECT OF PRESERVATION OF DATA. During the Term of the Agreement, the Customer will:

1) from a point in time prior to the point of failure, (i) make full and/or incremental backups of data which allow recovery in an application consistent form, and (ii) store such back-ups at an off-site location sufficiently distant to avoid being impacted by the event(s) (e.g. including but not limited to flood, fire, power loss, denial of access or air crash) and affect the availability of data at the impacted site;

2) have adequate processes and procedures in place to restore data back to a point in time and prior to point of failure, and in the event of real or perceived data loss, provide the skills/backup and outage windows to restore the data in question;

3) use anti-virus software, regularly install updates across all data which is accessible across the network, and protect all storage arrays against power surges and unplanned power outages with Uninterruptible Power Supplies; and

4) ensure that all operating system, firmware, system utility (e.g. but not limited to, volume management, cluster management and backup) and patch levels are kept to EMC recommended versions and that any proposed changes thereto will be communicated to EMC in a timely fashion.

3. Section 12 (MISCELLANEOUS). Add the following as new subsection I:

I. Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty. The only remedy available to Customer for a breach of the warranties will be for breach of contract under the terms of this Agreement. Nothing in Section 7 will however operate to limit or exclude any liability for fraud. No term of this Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person that is not a party to this Agreement. If any part of this Agreement is held unenforceable, the validity of the remaining provisions will not be affected.

C. Ireland. The terms in this subsection C apply only when EMC means the EMC sales subsidiary located in Ireland (currently EMC Information Systems International:

1. Section 4.D (Warranty Exclusions). The entire section is deleted and replaced with:

D. Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in this Agreement and the applicable exhibits, EMC (including its suppliers) and makes no warranties, and ALL WARRANTIES, TERMS AND CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED BY LAW, CUSTOMER OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES, TERMS AND CONDITIONS, OF FITNESS FOR PURPOSE, DESCRIPTION, AND QUALITY ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

2. Section 7 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:

7. LIMITATION OF LIABILITY.

A. EMC does not exclude or limit its liability to the Customer for death or personal injury, or, breach of obligations implied by Section 12 of the Sale of Goods Act, 1893, as amended by the Sale of Goods and Supply of Services Act, 1980, or, due to the fraud or fraudulent misrepresentation of EMC, its employees or agents.

B. Subject always to subsection 7.A, the liability of EMC (including its suppliers) to the Customer under or in connection with an order, whether arising from negligent error or omission, breach of contract, or otherwise (“Defaults”) will be: (i) the aggregate liability of EMC for all Defaults resulting in direct loss of or damage to the tangible property of the Customer will be limited to damages which will not exceed the greater of two hundred per cent (200%) of the applicable price paid and/or payable for the Software or Service, or one million euros (€1,000,000); or (ii) the aggregate liability of EMC for all Defaults, other than those governed by subsection 7.B(i) will be limited to damages which will not exceed (a) in respect of the Software, the greater of one hundred and fifty per cent (150%) of the applicable price paid and/or payable or five hundred thousand euro (€500,000); or (b) in respect of the services, if any, the greater of one hundred and fifty per cent (150%) of the applicable charges paid and/or payable or five hundred thousand euro (€500,000).

C. In no event will EMC (including its suppliers) be liable to Customer for (i) loss of profits, loss of business, loss of revenue, loss of use, wasted management time, cost of substitute services or facilities, loss of goodwill or anticipated savings, loss of or loss of use of any software or data; and/or (ii) indirect, consequential or special loss or damage; and/or (iii) damages, costs and/or expenses due to third party claims; and/or (iv) loss or damage due to the Customer’s failure to comply with obligations under this Agreement, failure to do back-ups of data or any other matter under the control of the Customer. For the purposes of this Section 7, the term “loss” will include a partial loss, as well as a complete or total loss.

D. The parties expressly agree that should any limitation or provision contained in this Section 7 be held to be invalid under any applicable statute or rule of law, it will to that extent be deemed omitted, but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability will be subject to the other limitations and provisions set out in this Section 7.

E. The parties expressly agree that any order for specific performance made in connection with this Agreement in respect of EMC will be subject to the financial limitations set out in sub-section 7.B.

F. The parties expressly agree that the provisions of Section 6 (INDEMNITY) will not be subject to the limitations and exclusions of liability set out in this Section 7.

G. CUSTOMER OBLIGATIONS IN RESPECT OF PRESERVATION OF DATA. During the Term of the Agreement the Customer will:

1) from a point in time prior to the point of failure, (i) make full and/or incremental backups of data which allow recovery in an application consistent form, and (ii) store such back-ups at an off-site location sufficiently distant to avoid being impacted by the event(s) (e.g. including but not limited to flood, fire, power loss, denial of access or air crash) and affect the availability of data at the impacted site;

2) have adequate processes and procedures in place to restore data back to a point in time and prior to point of failure, and in the event of real or perceived data loss, provide the skills/backup and outage windows to restore the data in question;

3) use anti-virus software, regularly install updates across all data which is accessible across the network, and protect all storage arrays against power surges and unplanned power outages with Uninterruptible Power Supplies; and

4) ensure that all operating system, firmware, system utility (e.g. but not limited to, volume management, cluster management and backup) and patch levels are kept to EMC recommended versions and that any proposed changes thereto will be communicated to EMC in a timely fashion.

3. Section 7.D (Limitation Period). This Section is deleted in its entirety and replaced with the following as a totally separate section:

WAIVER OF RIGHT TO BRING ACTIONS: The Customer waives the right to bring any claim arising out of or in connection with this Agreement more than twenty-four (24) months after the date of the cause of action giving rise to such claim.

D. European Union. The terms in this subsection D apply only when EMC means an EMC sales subsidiary located in the European Union:

1. Section 3.A (General License Grant). The following is added at the end of this section:

Customer will not, and Customer will not permit any third party to, modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, reverse compile or otherwise reduce to human readable form the Software without EMC's prior written consent, except to the extent that local, mandatory law grants Customer the right to decompile such Software in order to obtain information necessary to render such interoperable with other software. In such event, Customer will first inform EMC of its intention and request EMC to provide Customer with the necessary information. EMC may impose reasonable conditions on the provision of the requested information, including the payment of a reasonable fee.

E. Australia. The terms in this subsection E apply only when EMC means the EMC sales subsidiary located in Australia (currently EMC Global Holdings Company (Australian Branch) ABN 86 669 010 6895:

1. Section 7 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:

7. LIMITATION OF LIABILITY.

A. Limitation on Direct Damages. EXCEPT WITH RESPECT TO CLAIMS ARISING UNDER SECTION 6 OF THIS AGREEMENT, EMC’S AND ITS SUPPLIERS’ TOTAL LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF SOFTWARE OR SERVICE PROVIDED HEREUNDER, WILL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY EMC’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (i) AUD$2,000,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID BY CUSTOMER TO EMC FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) OR SOFTWARE FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN (i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER.

B. No Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF EMC’S INTELLECTUAL PROPERTY RIGHTS OR CLAIMS ARISING UNDER SECTION 6 ABOVE, NEITHER CUSTOMER NOR EMC (INCLUDING EMC’S SUPPLIERS) WILL (a) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND (b) BRING ANY CLAIM BASED ON SOFTWARE OR SERVICE PROVIDED HEREUNDER MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

C. Trade Practices Legislation: EMC's liability under any statutory right or any condition or warranty, including any implied by any State Fair Trading Act or the Trade Practices Act, 1974 (Cth) is, to the maximum extent permitted by law, excluded. To the extent that such liability cannot be excluded, EMC's liability is limited at the option of EMC to: (a) in the case of Software, any one or more of the following: (i) the replacement thereof or the supply of its equivalent; (ii) the repair thereof; (iii) the payment of the cost of replacement thereof or of acquiring its equivalent; or (iv) the payment of

the cost of having such repaired, and (b) in the case of any Services performed by EMC under or in connection with this Agreement: (i) the supply of those Services again; or (ii) the payment of the cost of having those Services supplied again.

F. New Zealand - The terms in this subsection F apply only when EMC means the EMC sales subsidiary located in New Zealand (currently EMC CORPORATION (NEW ZEALAND BRANCH) AKOS. 1188883:

1. Section 7 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:

7. LIMITATION OF LIABILITY.

A. Limitation on Direct Damages. EXCEPT WITH RESPECT TO CLAIMS ARISING UNDER SECTION 6 OF THIS AGREEMENT, EMC’S AND ITS SUPPLIERS’ TOTAL LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF SOFTWARE OR SERVICE PROVIDED HEREUNDER, WILL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY EMC’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (i) NZ$2,000,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID BY CUSTOMER TO EMC FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) OR SOFTWARE FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN (i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER.

B. No Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF EMC’S INTELLECTUAL PROPERTY RIGHTS OR CLAIMS ARISING UNDER SECTION 6 ABOVE, NEITHER CUSTOMER NOR EMC (INCLUDING EMC’S SUPPLIERS) WILL (a) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND (b) BRING ANY CLAIM BASED ON SOFTWARE OR SERVICE PROVIDED HEREUNDER MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

C. Fair Trading Legislation. EMC's liability under any statutory right or any condition or warranty, including any implied by the Fair Trading Act 1986 or Consumer Guarantees Act 1993 (“FTA”) or any similar law is, to the maximum extent permitted by law, excluded. To the extent that such liability cannot be excluded, EMC's liability is limited at the option of EMC to: (a) in the case of any Software, any one or more of the following: (i) the replacement thereof or the supply of its equivalent; (ii) the repair thereof; (iii) the payment of the cost of replacement thereof or of acquiring its equivalent; or (iv) the payment of the cost of having such repaired, and (b) in the case of any Services performed by EMC under or in connection with this Agreement: (i) the supply of those Services again; or (ii) the payment of the cost of having those Services supplied again.

EXHIBIT C-2(b)

EMC SUPPORT TERMS AGREEMENT

This EMC Support Terms Agreement (for purposes of this Exhibit C-2(b), the “Agreement”) sets forth the basic provisions under which VCE makes available support services to Customer in connection with EMC Products, subject to Customer’s compliance with the provisions of the Agreement. In the event of a conflict between Exhibit C-2(a) and Exhibit C-2(b), Exhibit C-2(a) prevails. NOW, THEREFORE, in consideration of the premises and obligations contained herein, it is agreed as follows:

1. DEFINITIONS.

A. “End User Support Tools” means any software or other tools made available by EMC or VCE to Customer or directly to End User to enable Customer or End User (as applicable) to perform various self-maintenance activities.

B. “Documentation” means the then-current, generally available, written user manuals and online help and guides for Products provided by EMC or VCE.

C. “EMC Service Area” means a location that is within (i) a one hundred (100) drivable mile radius of an EMC service location; and (ii) the country in which the Installation Site is located.

D. “Installation Site” means the Install Location, or a subsequent location approved by VCE.

E. “Maintenance Aids” mean any hardware, software or other tools, other than End User Support Tools, used by EMC or VCE to perform diagnostic or remedial activities on Products.

F. “Products” mean “Equipment” (which is the hardware delivered by VCE to Customer) and/or “Software” (which is any programming code provided by VCE to Customer as a standard product, also including microcode, firmware and operating system software), each as procured by VCE through EMC.

G. “Product Notice” has the meaning specified in Exhibit C-2(a).

H. “Support Services” mean services provided by VCE or its designee to Customer for the support and maintenance of standard Products.

I. “Software Release” means any subsequent version of Software provided by EMC or VCE after initial delivery of Software, but does not mean a new Product.

J. “Time and Materials Service” means any maintenance or support service that is provided by VCE but not part of fixed-fee Support Services or other generally available service related offering from VCE using a pre-established fee, but which will be separately charged to Customer on a time and materials basis and may be made available under a separate set of Time and Materials Services Terms and Conditions.

2. SUPPORT SERVICES.

A. Scope of Support Services. The contents of Support Services for each Product are set forth in the Product Notice, and unless otherwise indicated in the Product Notice, consist of (i) using commercially reasonable efforts to remedy failures of Products to perform substantially in accordance with EMC’s applicable specifications; (ii) providing English-language (or, where available, local language) help line service (via telephone or other electronic media); and (iii) providing, or enabling Customer to download, Software Releases and Documentation updates made generally available by EMC at no additional charge to other purchasers of Support Service for the applicable Product. VCE reserves the right to change the scope of the Support Services on 60 days’ prior written notice to Customer.

B. Additional Support. VCE reserves the right to charge for Support Services performed outside the time frames of the applicable Support Option as a Time and Materials Service. Except to the extent that Support Services are independent of the Equipment’s location, VCE will have no obligation to provide Support Services with respect to Equipment that is outside the EMC Service Area. Support Services do not apply to any Software other than the current and the immediately prior Software Release. Support Services are subject to EMC’s then-current “End-of-Service-Life” policy for the respective Product. VCE will have no obligation to provide Support Services for Software problems that cannot be reproduced at EMC’s or VCE’s facility or via remote access to Customer and/or End-User’s facility (as applicable). Support Services do not include Equipment upgrades, if any, needed to utilize new features or functionality in a Software Release.

C. Support Services Exclusions. Support Services do not cover any

problems that arise from (i) accident or neglect by Customer, End-User or any third party; (ii) any third party items or services with which the Product is used or other causes beyond VCE’s control; (iii) installation, operation or use not in accordance with EMC’s or VCE’s written instructions or the applicable Documentation; (iv) use in an environment, in a manner or for a purpose for which the Product was not designed; (v) modification, alteration or repair by anyone other than VCE or its authorized representatives; or (vi) in case of Equipment only, causes not attributable to normal wear and tear. VCE has no obligation whatsoever for Software installed or used beyond the licensed use, for Equipment which was moved from the Installation Site without VCE’s written consent or whose original identification marks have been altered or removed.

D. Re-Instatement of Support. If Customer wishes to re-instate support for Product that is not then currently under Support Services, then re-instatement will be subject to certification at VCE’s then current Time and Materials Service rates and conditions. Once so certified, Support Services will commence upon payment to VCE of (i) the charge for the above described Time and Materials Service; (ii) the amount VCE would have normally charged had Support Services been in effect during the period of the lapse or discontinuation; and (iii) the charge for the next twelve (12) months of the newly commenced Support Services.

3. CUSTOMER RESPONSIBILITIES.

A. Cooperation. Customer will (i) promptly notify VCE when Products fail and provide VCE with sufficient details of the failure such that the failure can be reproduced by VCE or its authorized representative; (ii) allow VCE or its authorized representative remote and on-site (when determined necessary by VCE) access to the Products to provide Support Services; and (iii) furnish necessary facilities (which for on-site access means suitable work space, computers, power, light, phone, internet network availability, software and equipment reasonably required by VCE), information and assistance required to provide the Support Services.

B. Support Contacts. Unless a specific number of authorized contacts are indicated on the Product Notice, Customer will designate in writing a reasonable number of authorized contacts, as determined by Customer and VCE, who will initially report problems and receive Support Services from VCE. Each Customer representative will be familiar with Customer's requirements and will have the expertise and capabilities necessary to permit VCE to fulfill its obligations. A change to the authorized support contacts by Customer will be submitted to VCE in writing.

4. ADDITIONAL TERMS.

A. Maintenance Aids and Spare Parts for Equipment. Customer authorizes VCE or its authorized representatives to store Maintenance Aids and spare parts at the Installation Site and agrees that such are for use only by VCE or its authorized representatives. Customer will not make any use thereof or authorize and third party to do so. VCE is authorized, upon the conclusion of the Support Services or at any other time, upon reasonable notice to Customer, to enter the Installation Site, or to use remote means, to remove and/or disable Maintenance Aids and spare parts and Customer will reasonably cooperate in this effort.

B. End User Support Tools. VCE may choose to make various End User Support Tools available to assist Customer or End User (as applicable) in performing various maintenance or support related tasks. Customer will use, and will ensure that End User uses, End User Support Tools only in accordance with terms under which VCE makes such available.

C. Equipment Replacements and Data Security Options. All replaced Equipment (or portions thereof) will become the property of VCE, or at VCE’s discretion, its subcontractor, upon Customer’s receipt of the corresponding replacement, and will be returned promptly upon VCE's request. If such replaced Equipment is not so returned, Customer will pay VCE’s then current spare parts price therefore. Customer is responsible for removing all information from any replaced parts, or any other items that Customer releases to VCE as a trade-in or for disposal, before such are released to VCE. VCE is not responsible for any information contained on such items notwithstanding anything to the contrary. In order to assist in securing any data, Customer can request a quote from VCE for its then currently available disk retention or data erasure offering.

D. Proactive Product Changes. VCE may, at its expense, implement

changes to the Products upon reasonable notice to Customer (i) when such changes do not adversely affect interchangeability or performance of the Products; (ii) when VCE reasonably believes such changes are required for purposes of safety or reliability; or (iii) when VCE is required by law to do so. Customer will give VCE reasonable access to the Products for such purpose.

E. Software Releases. Upon use of a Software Release, Customer will remove and make no further use of all prior Software Releases, and protect such prior Software Releases from disclosure or use by any third party. Customer is authorized to retain a copy of each Software Release properly obtained by Customer for Customer’s archive purposes and use such as a temporary back-up if the current Software Release becomes inoperable. Customer will use and deploy Software Releases strictly in accordance with terms of the original license for the Software.

F. Change of Equipment Location or Configuration. Customer may change the Installation Location or configuration of a Product that is under Support Services by VCE only after written notice to VCE. If the new location is in a different country, then such move is subject to VCE prior written approval. Customer will promptly notify VCE of any changes to the configuration, or movement of the Equipment by anyone other than VCE or its authorized representatives. VCE reserves the right to inspect and evaluate the changes in configuration or location of the affected Equipment at VCE’s then current Time and Materials Service terms, conditions and rates. Additional charges, if any, related to any changes in configuration or location of Equipment will apply from the date the change took place.

G. Movement of Software. If Customer is current in the payment of the applicable Support Services fee, Customer may, to the extent technologically compatible, discontinue all use of the Software on the hardware or network environment for which it was originally licensed and begin the corresponding use thereof on a different Customer owned or controlled hardware or network environment provided that Customer (i) provides VCE with advance, written notice of such move; and (ii) pays the applicable transfer and/or upgrade fees assessed by VCE for such a move (if any).

H. Remote Support Capability. As part of the Support Services, VCE or its suppliers make various remote support capabilities available for certain Products in accordance with their respective then current policies and procedures. VCE’s Support Services fees are based on the availability and use of such remote support capabilities. Customer has the option to activate or disable remote support capabilities, but it will notify VCE thereof without undue delay. If Customer chooses to disable the remote support features, then, with regard to all Products affected by such disablement (i) VCE may assess Customer a surcharge in accordance with VCE’s then current standard rates; and (ii) any agreed response times or other agreed service levels (if any) will no longer apply.

I. Alterations and Attachments to Equipment. VCE does not restrict Customer from making alterations to, or installing other products in or with, the Equipment at Customer's expense; provided Customer is responsible for any inspection fees and/or additional charges resulting from such activities. If the alterations or attachments prevent or hinder VCE performance of Support Services, Customer will, upon VCE's request, take corrective action. Customer’s failure to take appropriate corrective action will be deemed a breach hereof.

J. Transfer of Equipment to Secondary Purchasers. If Customer decides to sell, assign or otherwise transfer the use and/or ownership of Equipment to a Secondary Purchaser (meaning a bona fide end user that (i) is not considered, in VCE’s reasonable discretion, to be a competitor of VCE or its suppliers; and/or (ii) has not had prior disputes with VCE or its suppliers), to the extent VCE resources reasonably permit, VCE will make available to Customer, as a Time and Materials Service, de-installation services. In addition, and to the extent VCE’s resources reasonably permit, VCE will make available to the Secondary Purchaser, (a) Equipment installation and re-certification services as a Time and Materials Service; and (b) Support Services for Equipment meeting the certification criteria.

K. Software Support Services affected by Change in Equipment Status. For Software used on or operated in connection with Equipment that ceases to be covered by Support Services or the EMC Equipment warranty, VCE reserves the right to send Customer written notice that VCE has either chosen to discontinue or change the price for Support Services for such Software (with such price change effective as of the date the applicable Equipment ceases to be so

covered). If VCE sends a discontinuation notice, or if Customer rejects or does not respond to the notice of a proposed price change within thirty (30) days after receipt, Customer’s sole and exclusive remedy and VCE’s sole obligation will be to grant Customer a credit that corresponds to the period between the effective date of the termination and the end of the then-current Support Services period. Such credit may only be used against future purchases of Products or Support Services from VCE and may be reduced to recapture unearned discounts (meaning discounts to Support Services fee that were based on a Customer obligation that can no longer be fulfilled due to the termination.

5. General.

A. Hardware Upgrades. Support Services for hardware upgrades installed into Equipment are coterminous with the Support Services that are then in effect for the Equipment into which such upgrades are installed.

B. Regular Back-ups. As part of its obligation to mitigate damages, Customer will take reasonable data back-up measures. In particular, Customer will provide for a daily back-up process and back-up the relevant data before VCE performs any remedial, upgrade or other works on Customer’s production systems. To the extent VCE’s liability for loss of data is not anyway excluded under this Agreement, VCE will in case of data losses only be liable for the typical effort to recover the data which would have accrued if Customer had appropriately backed up its data.

C. VCE may use VCE affiliates or other sufficiently qualified subcontractors to provide services described in this Exhibit to Customer, provided that VCE will remain responsible to Customer for the performance thereof. The foregoing limitations will also apply in favor of VCE and its suppliers.

EXHIBIT D Professional Services Terms

The parties wish to perform certain services ("Services”) on behalf of the other party and for the benefit of certain third parties (“Third Party”) designated on a statement of work (a "SOW") in the form of Attachment A attached hereto, to be added to this Agreement from time to time by mutual agreement of VCE and Company.

“Subcontractor” means the party performing Services for the Third Party on behalf of the Prime. “Prime” means the party for whom the Subcontractor is performing the Services for the benefit of the Third Party.

1. Scope of Work & License.

1.1 Subcontractor will provide Services for the benefit of Third Party as more fully described in the SOWs to be attached hereto. Any SOW will become effective only upon execution by authorized representatives of both parties. Subcontractor will not perform any Services except pursuant to a written SOW signed by Subcontractor and Prime. Changes in any SOW, including changes to specifications, can be made only in writing signed by Subcontractor and Prime.

1.2 Subject to the terms and conditions of this Agreement, the deliverables of the Services that are provided by Subcontractor and expressly described in a corresponding SOW excluding Subcontractor IP (defined below) (the “Deliverables”) do not constitute works for hire. However, Subcontractor acknowledges Third Party’s, Prime’s and their licensors’ claims of proprietary rights in preexisting works of authorship and other intellectual property that is provided to Subcontractor in its work pursuant to this Agreement (“Third Party IP” and “Prime IP” respectively). Subcontractor does not claim any right in Third Party IP nor Prime IP, which will not be Work Product (defined below), even if incorporated with Work Product that Subcontractor delivers to Prime or Third Party. Accordingly, Third Party and Prime agree that, except for any Third Party IP or Prime IP, Subcontractor exclusively owns any and all object code, micro code, firmware, source code, flow charts, documentation, information, reports, test results, findings, ideas and any and all works and other materials developed hereunder (collectively, the "Work Product") and that title thereto will remain with Subcontractor. All applicable patents, copyrights, trademarks, trade secrets and other rights and interests in the Work Product are and will remain entirely in Subcontractor. For the avoidance of doubt, Subcontractor exclusively owns any and all claims of proprietary rights in preexisting works of authorship and works produced by Subcontractor separate from the Services. Upon payment in full of the amounts due hereunder, Third Party will have a perpetual, non-transferable, non-exclusive license to use any Work Product prepared as part of the Services for its Internal Business Purposes. For definition, "Internal Business Purposes" means use of the Work Product for all of the business purposes of Third Party, excluding (1) sale or license of the Work Product to third parties, (2) integration of all or part of the Work Product into a product for sale or license to third parties, or (3) for any purpose that directly benefits a third party. Nothing contained herein will be deemed to afford Subcontractor any right to any Third Party IP, except as strictly necessary for the performance of the Services. Subcontractor warrants that it has the full right to license the Work Product to Third Party as described herein.

2. Qualification. Subcontractor will perform the Services in professional and workman-like manner, consistent with industry standards.

3. Administration. Subcontractor and Prime will each designate an individual who is the primary contact between Subcontractor and Prime for each SOW. These individuals will provide a central focal point for timely decisions and performance of the Services.

4. Prime Warranty. Prime represents and warrants that (a) all of the premises, and computer systems (“Facilities”) that will be accessed to provide the Services are provided for Prime’s use by the Third Party, (ii) it has authorization to allow Subcontractor to access such Facilities to perform the Services, (iii) except as has

been obtained previously, no consent, approval, authorization or other notice to the Third Party (including but not limited to the Third Party’s employees, contractors, sub-contractors, and other entities with access to the Third Party Facilities) are required in connection with Subcontractor’s performance of the Services. Except as provided herein, both parties exclude implied warranties under this Agreement

5. Prime Satisfaction. Prime may manage and inspect the progress and quality of the Services, including without limitation, direct conversations with Third Party's and Subcontractor’s employees, inspection of work done to date, the running of diagnostic utilities and performance of tests upon the work done. In addition, Subcontractor will have the right to converse directly with the Third Party, its representatives and employees to obtain their evaluation of the progress and quality of the work. Subcontractor will promptly notify Prime of adverse information regarding the Third Party’s satisfaction and Subcontractor will immediately take all reasonable steps to correct any Third Party’s dissatisfaction. Subcontractor acknowledges that the Prime’s subjective satisfaction with the Services is a primary concern of Subcontractor and any material Third Party dissatisfaction whether or not reasonable with Subcontractor’s performance of the Services which is not cured within thirty (30) business days of written notice thereof from Prime to Subcontractor will give Prime the right to terminate the applicable SOW.

5.1. For a time and materials SOW, at the conclusion of each week in which Services are performed, an engagement activity report (“EAR”) form will be presented to Prime by Subcontractor’ for signature as a statement of acceptance of the hours in which the Services were performed.

5.2. For a fixed fee SOW and upon completion of the Services, the Subcontractor will present the Deliverables to the Prime Contractor for acceptance and an EAR for signature as a statement of the completion and acceptance of the Services. The Prime Contractor will test the conformity of the Deliverables with the specifications provided in the SOW. If the Deliverables are accepted Prime Contractor will sign the EAR. If the Deliverables are not accepted, Prime Contractor will provide a written statement to the Subcontractor describing the failure of the Deliverable to meet the specifications in the SOW. If no EAR either accepting or rejecting the Deliverables is submitted within thirty days of the notification to Prime of submission of the Deliverables to the Third Party, the Deliverables will be deemed accepted.

6. Insurance. Subcontractor will during the period it performs the Services and for a period of one (1) year thereafter, at its sole cost and expense, obtain and maintain the following insurance in connection with the performance of the Services:

Commercial general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or as a result of the performance of the Services, in an amount not less than $1,000,000.00 per occurrence/annual aggregate;

Worker’s compensation insurance as required by all applicable laws;

Additional insurance as designated in the SOWs.

The insurance required by this Section 6 will be written by companies that have a Best’s rating of A:X or above and are authorized to conduct an insurance business in the state where the Services are to be performed. The insurance policy for commercial general liability will name Prime as an additional insured and will only be terminable or materially changed upon thirty (30) days prior written notice to Prime. Subcontractor will provide Prime satisfactory evidence of such insurance upon written request. If Subcontractor will fail to provide such evidence and such failure will continue uncured ten (10) days following written notice thereof from Prime to Subcontractor, then in addition to all rights and remedies of Prime hereunder, Prime will have the right, but not the obligation, to obtain such

insurance and may offset the cost thereof against any amount coming due to Subcontractor hereunder. If such amounts are not sufficient to pay the cost of such insurance, then Subcontractor will pay the balance upon demand.

7. Fees. The fees for the Services, including any expenses incurred in the performance of the Services, such as travel and lodging, will be described in full on the applicable SOW.

8. Independent Contractor; Rights. The parties agree that the relation of Subcontractor and Prime and the relation of Subcontractor and Third Party is that of an independent contractor and nothing contained in this Agreement will be construed as creating any partnership, joint venture, employer-employee relationship or other type of relationship. Employees of Subcontractor are not employees or agents of Third Party or Prime in any respect.

9. Compensation of Subcontractor's Personnel. Subcontractor will bear sole responsibility for payment of compensation to its personnel. Subcontractor will pay and report, for all personnel assigned to Third Party site, federal and state income tax withholding, social security taxes, and unemployment insurance applicable to such personnel as employees of Subcontractor. Subcontractor will bear sole responsibility for any health or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to which such personnel may be entitled. Subcontractor agrees to defend, indemnify, and hold harmless Prime, Prime's officers, directors, employees and agents, and the administrators of Prime's benefit plans, from and against any claims, liabilities, or expenses relating to such compensation, tax, insurance, or benefit matters.

10. Confidentiality. Confidential Information will be covered as set forth in Section 15 of Exhibit A of this Agreement.

11. Safety. Subcontractor will comply with all Third Party's and Prime's safety regulations while performing Services on Third Party's or Prime's sites.

12. Limitation of Liability. Limitation of Liability will be covered as set forth in Section 16 of Exhibit A of this Agreement.

13. Non-Hire. For the term of this Agreement and for one year thereafter, neither party will recruit, solicit or hire the employees of the other party, except in the case of general announcements for employment not targeted at specific employees.

ATTACHMENT A Statement of Work #____

1) Third Party information:

Company: Billing Address: Telephone: Fax:

2) Principal Third Party Contacts:

Name: Telephone: E-mail:

3) Role Assignment:

For the purposes of this Statement of Work, VCE will be the [Subcontractor or Prime], and Company will be the [Subcontractor or Prime].

4) Subcontractor Contact:

Name: Telephone: E-mail:

5) Prime Contact:

Name: Telephone: E-mail:

6) Description of Services to be rendered:

7) Estimated Service start date and completion date:

8) Deliverables:

[Description of Deliverables]

Works for Hire Exceptions:

[Any Deliverables that are created in the Services that Subcontractor will retain ownership of need to be listed here]

9) Schedule for provision of Services and Deliverables:

Services will be performed on or about ______________________ and are expected to be completed ___ business days thereafter.

10) Fees

[Description of all fees to be paid by Prime to Subcontracting including travel and expenses is to be placed here]

This Statement of Work and any services hereunder will be governed by and subject to the Software License Agreement No. [Agreement Number] executed and effective between the parties below.