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MASTER SOFTWARE AND SERVICES AGREEMENT Ideogen'? MSSA Master Software and Services Agreement Version 3 Ideagen MASTER SOFTWARE AND SERVICES AGREEMENT 1. DEFINITIONS AND INTERPRETATION. 1.1 Definitions.Unless otherwise defined herein,capitalized terms used herein shall have the following meaning: "Acceptance Criteria" means, with respect to Software or an Ideagen Product, (i) the Specifications applicable to such Software Ideagen Product. "Affiliate" means any individual, corporation, partnership, limited liability company, association, or similar business organization that directly or indirectly through one or more intermediaries,Controls,or is Controlled by, or is under common Control with a party or its successors. Affiliates shall include such entities whether now existing or later established by investment,merger or otherwise,including the successors and assigns of such entities. "Agreement"means this Master Software and Services Agreement and all exhibits and attachments hereto, together with all SoWs and Schedules executed by the parties hereto, all of which are and shall be incorporated into and deemed part hereof. "Client"means the Client or other legal entity identified on the Order Form or the SoW. "Confidential Information"means any proprietary and confidential information pertaining to a party or any of its Affiliates that has been provided orally or in writing by the disclosing party or any of its Affiliates to the receiving party(including without limitation, non-public financial, business and strategic data pertaining to the disclosing party and/or its Affiliates),whether before,on or after the date hereof,and including but not limited to any computer programs,code,algorithms or other information that has or could have commercial value or other utility in the business in which such disclosing party is engaged or information which,if disclosed to or used by others,could be detrimental to the interests of such disclosing party;provided that Confidential Information shall not include information that(i)a receiving party can demonstrate was publicly available at the time of the disclosing party's communication thereof to the receiving party,(ii)became publicly available through no fault of the receiving party subsequent to the time of the disclosing party's communication thereof to the receiving party, or(iii)is otherwise known by the receiving party or becomes known by the receiving party through a source not known by the receiving party to be subject to a duty of confidentiality to the disclosing party.For the avoidance of doubt,Confidential Information includes Personal Data,as such term is defined below. "Control", including the terms "controlling", "controlled by" and "under common control with"means the possession,directly or indirectly,of the power to direct or cause the direction of the management and policies of an entity,whether through the ownership of voting securities(or other ownership interest),by contract,right to elect a majority of the governing board,or otherwise. "Deliverable(s)"means the deliverable(s)to be produced and delivered to Client or any Client Affiliate under this Agreement, as more particularly described in a SoW. Deliverables may include Ideagen Product(s), Software,Documentation,Services and/or Equipment. "Documentation" means user guides and other instructional and reference materials distributed or made available to Client by Ideagen in connection with Ideagen Product(s)and/or Software. "End-User"means an individual authorized by the Client to use Software or a Licensed Product to whom the Client has supplied a user identification and password. "Equipment" means the computer hardware or other equipment to be sold by Ideagen to Client or any Authorized Affiliate under this Agreement,as more particularly described in a SoW. "Exhibit"means an exhibit to this Agreement. "Expenses" means incidental and/or out-of-pocket expenses, including travel and lodging, shipping, document reproduction and other overhead expenses incurred by Ideagen in connection with performing and providing the Services,Deliverables and/or Equipment. Ideagen Plc. T:+441629 699100 e:into:a+ideagen.com w:wwwideagen.com Copyright 2021 Ideagen Plc Ideagen "Hosted"means a Software deployment and management structure whereby Software provided by Ideagen pursuant to this Agreement and associated data are installed and managed on infrastructure owned or operated by Ideagen or its agents and accessed remotely by the Client. "Ideagen"means the contracting entity supplying the Software or performing the Service as detailed in the applicable Order Form or SoW. "Ideagen IP Rights"means Intellectual Property Rights owned or licensed by Ideagen or any Ideagen Affiliate including, without limitation, patents, copyrights, trademarks, service marks, trade secrets and know-how owned or licensed by Ideagen or any Ideagen Affiliate or which are acquired by,developed by or on behalf of Ideagen or any Ideagen Affiliate,including but not limited to any Intellectual Property Rights in any Ideagen Products, and any modifications, Updates, Upgrades, enhancements, improvements or customizations or derivative works relating to any Ideagen Product(s) that are developed during the term of an applicable Schedule or SoW by either party hereto. "Ideagen Product"means the current version of a SAAS Application that is identified on an applicable SoW. Ideagen Product shall include any Updates and/or Upgrades generally made available by ldeagen to those of its customers who are similarly situated to Client and who have entered into similar licensing arrangements for such Ideagen Product during the Term, and Updates and/or Upgrades shall be offered to Client on substantially similar terms to those offered to such other customers of Ideagen. "Intellectual Property Rights" means any and all exclusionary, proprietary,or other rights existing from time to time under patent,copyright,trade secret,trademark,unfair competition,or similar Laws. "Key Personnel"means those individuals identified as key personnel in a SoW. "Law(s)"means all(i)federal,state,and local laws,statutes,regulations,rules,(ii)executive orders,supervisory requirements,directives,and(iii)circulars,opinions,guidance,interpretive letters,and other official releases of or by any competent governmental authority, in each case as such Laws are amended, modified, or replaced from time to time. "Losses"means any losses,liabilities,judgments,awards,settlements,damages,fines,injuries,penalties,and costs(including reasonable outside legal fees and expenses). "On-Premise" means a Software deployment and management structure whereby the Software and associated data are installed and managed by the Client or its authorized agents on infrastructure at the premises of the Client (or other such location operated or specified by the Client and approved of by Ideagen). "Order Form" means a quotation, or a renewal quotation provided by Ideagen that details the Software and/or Services that Ideagen is agreeing to provide. Each Order Form shall be made a part of and shall be governed by this Agreement. "Personal Data" means any data,information and/or records of or pertaining to a Party's or any Affiliate's customers(current,former or prospective), and/or employees (current,former or prospective) including but not limited to names,addresses, telephone numbers,account numbers, and any other nonpublic personal information"relating to such individuals,that is obtained as a result of the use of the Ideagen Product through a Client App. For the avoidance of doubt, Personal Data is included within the definition of Confidential Information,as set forth above. "Plan"means a disaster recovery and business continuity plan applicable to the Ideagen Product that is the subject matter of a SoW in compliance with all regulatory requirements. "Purchase Order"shall mean a purchase order issued by Client pursuant to which Client authorizes Ideagen to commence a SoW. "SAAS Application"means a software-as-a-service application owned or licensed by ldeagen,including the rules, routines, machine readable object code and source code associated therewith, and including any modifications, Updates, Upgrades, enhancements, improvements or customizations or derivative works thereof, by way of Services or otherwise. In addition, the term "SAAS Application" shall include the Documentation relating thereto. "Schedule"means one or more schedules attached hereto. 2 Ideagen Plc. T:+44 1629 699 100 e:infoia,ideagen.corn w:www.ideagen.com Copyright 0 2021 Ideagen Pk Ideagen "Services" means the services performed (or to be performed) by Ideagen for Client or any Client Affiliate under this Agreement(including but not limited to the provision of Ideagen Product(s)),and as may be more particularly described in a SoW. Services shall be deemed to include all incidental services, functions, responsibilities,or tasks not specifically described in this Agreement or a SoW hereunder, but which are an inherent and necessary part of the services performed(or to be performed)by Ideagen hereunder or that are required or reasonably necessary for the proper performance and provision of the services performed(or to be performed)by Ideagen hereunder. "Software"means electronic or computer application program(s)of Ideagen that are licensed pursuant to a SoW, other than an Ideagen Product. In addition, the term "Software" shall include the Documentation relating thereto,as applicable. "Specifications"means any and all technical,design or functional specifications for,and descriptions of,the capabilities of Software or an Ideagen Product as contained in Ideagen's Documentation. "SoW"means a document(scope of work,order form or renewal notice)executed by way of acceptance of the Deliverable or signed by (i) Client or one of its Affiliates and (ii) Ideagen, or one of its Affiliates, which specifies Deliverables to be provided and the terms and conditions pursuant to which such Deliverables will be provided.Each SoW shall be made a part of and shall be governed by this Agreement. "Support Services"means those maintenance and support services performed by Ideagen for Client under this Agreement. "Update"means updates, revisions or additions to Software that has been licensed to Client, as such are offered during the applicable Term to customers of Ideagen that are similarly situated to Client,and that are intended to correct errors,improve efficiency or to incorporate additional or alternative functionality,but that do not constitute substantial additional or alternative functionality. "Upgrade"means a new release of Software that has been licensed to Client for a limited period of time,as such is offered during the applicable Term to customers of Ideagen that are similarly situated to Client,and that incorporates substantial additional or alternative functionality.Ideagen shall be under no obligation to make any Upgrades available. 1.2 References. 1.2.1 The provisions in the Exhibits to this Software and Services Agreement apply to all SoWs except as contemplated in any such SoW. 1.2.2 Any attachments to an Exhibit or a SoW and/or terms and conditions of use which are detailed on a website identified in an Exhibit or on a SoW shall be incorporated into and deemed part of the Exhibit or SoW thereof and all references to the applicable Exhibit or SoW shall include the attachments thereto and websites referenced therein. 1.2.3 References in the body of this Software and Services Agreement to a Section shall be to a Section of this Software and Services Agreement,unless otherwise provided. 1.2.4 References to a Section in a document shall be to the Section in such document, unless otherwise provided. 12.5 References to any Law shall mean references to such Law in changed or supplemented form or to a newly adopted Law replacing a previous Law. 1.2.6 Unless the context requires otherwise, (i)"including"(and its derivative forms)means including but not limited to,(ii)"may"means has the right,but not the obligation to do something and"may not"means does not have the right to do something, (iii) "written" or "in writing" is used for emphasis in certain circumstances,but that shall not derogate from the general application of the notice requirements set forth herein in those and other circumstances,(iv)use of the singular includes the plural and vice versa and (v) use of the masculine gender includes the feminine and neuter genders and vice versa. References to a day or time shall be to a calendar day or time unless a business day is expressly referenced. Ideagen Plc. T:+44 1629 699 100 e:info..ideagen.com w:www.ideagen.com 3 Copyright Ri 2021 Ideagen Plc Ideagen'' 1.2.7 References to any agreement or instrument are to that agreement or instrument as amended,novated, supplemented, varied, or replaced from time to time. Unless otherwise provided therein, or in any applicable SoW,any amendment to this Software and Services Agreement shall apply to each SoW entered into pursuant hereto, and be binding upon each Authorized Affiliate, whether or not such Affiliate became an Authorized Affiliate before or after the amendment came into effect, unless otherwise provided in the applicable Schedule for Affiliates as signed by such Affiliate. 12.8 Language that has a generally prevailing meaning is given that meaning unless this Agreement expressly assigns a different one. 1.3 Headings.The Section and sub-Section headings are for reference and convenience only and shall not be considered in the interpretation of this Agreement. 1.4 Interpretation of documents.Unless otherwise agreed to by the parties in writing,including in an applicable Exhibit,other attachment to this Agreement,SoW or other document,in the event of a conflict between: 1.4.1 this Master Software and Services Agreement and an Exhibit or other attachment to this Master Software and Services Agreement, other than the Service Level Exhibit, the terms of this Master Software and Services Agreement shall prevail; 1.4.2 this Master Software and Services Agreement and the Service Level Exhibit, the terms of the Service Level Exhibit shall prevail; 1.4.3 this Master Software and Services Agreement and a Schedule, this Master Software and Services Agreement shall prevail; 1.4.4 this Master Software and Services Agreement and a SoW,the terms of the SoW shall prevail; 1.4.5 this Master Software and Services Agreement and a Purchase Order,the terms of this Master Software and Services Agreement shall prevail; 1.4.6 a SoW and a Purchase Order,the terms of the SoW shall prevail; 1.4.7 a Schedule and a Purchase Order,the terms of the Schedule shall prevail; 1.4.8 a Schedule and a SoW,the terms of the SoW shall prevail;and 1.4.9 except as contemplated herein, any other documents and this Agreement, even when such other documents are expressed to apply to the provision of the Ideagen Products, this Agreement shall prevail. 2. LICENSE AND SUBSCRIPTION RIGHTS; SCHEDULES AND SCOPES OF WORK. 2.1 This Master Software and Services Agreement establishes a contractual framework for Ideagen's provision to Client of Deliverables,including Ideagen Products,Software,Documentation,Services and/or Equipment within the United States of America.Ideagen(and/or an Affiliate of Ideagen)shall provide those Deliverables as are set forth in an applicable SoW. The transactions contemplated by this Agreement shall be implemented in accordance with,and subject to the requirements of,the following provisions: 2.1.1 where Client (and/or an Affiliate of Client) and Ideagen (and/or an Affiliate of Ideagen) agree to contract for the provision of Deliverables,Client and Ideagen shall enter into and execute a SoW,and the resulting contract shall be comprised by the terms of this Master Software and Services Agreement and of such SoW,along with all Schedules and Exhibits attached to such documents;and 2.1.2 where a Client Affiliate and Ideagen (and/or an Affiliate of Ideagen) have entered into a SoW, the representations,warranties,covenants,and obligations of"Client"in in the applicable SoW,and in this Master Software and Services Agreement and as it relates to such SoW,shall be the responsibility of the applicable Client Affiliate and of Client. 4 Ideogen Plc. T:+44 1629 699 100 e:Infoiideagen.com w:www.ideagen.com Copyright 0 2021 Ideagen Plc Ideagen 2.2 License Grant. Except as otherwise set forth in the applicable SoW, Ideagen hereby grants to Client,and Client hereby accepts, on the terms and subject to the conditions set forth in this Agreement, a non- exclusive,non-assignable,non-sublicensable,right and license. 2.2.1 With respect to Ideagen Product(s), conduct the following activities solely within the United States during the applicable Term: 2.2.1.1 to access and provide access through an access point(i.e.,a desktop portal,website or software application,collectively,a"Client App"); 2.2.1.2 to display the Ideagen Product(s) for the purposes of or in connection with the use thereof by End-Users; 2.2.1.3 to permit End-Users, to access, display and use the Ideagen Product(s)through Client App(s), solely as contemplated in the applicable SoW; 2.2.1.4 to make a reasonable number of copies of the Documentation provided to Client by Ideagen pertaining to the Ideagen Product(s)and to distribute those copies solely to End-Users;and 2.2.1.5 to obtain,collect, import,use,copy,edit,translate,distribute, display, maintain and reproduce certain material from the Output files as agreed upon in writing by the parties(collectively,"Client Information"). 2.2.2 With respect to Software licensed for a specified period of time,during the applicable Term,and solely within the United States,to use the Software on any hardware and/or systems software configuration for Client's own, internal computing operations,as Client deems necessary and/or advisable for the purpose(s)as set forth in the applicable SoW,and for Software testing and disaster recovery purposes. 2.2.3 With respect to Software licensed in perpetuity, to use the Software as delivered pursuant to the applicable SoW on any hardware and/or systems software configuration for Client's own, internal computing operations,as Licensee deems necessary and/or advisable for the purpose(s)as set forth in such SoW and for Software testing and disaster recovery purposes solely within the United States. 2.2.4 In each case of 2.2.1 -2.2.3 above,the"Licensed Activities". Other than as explicitly set forth in this Agreement,Client shall not resell, sublicense, retransmit or otherwise distribute all or any part of the Ideagen Product or Software.All rights not explicitly granted to Client pursuant to this Agreement shall be reserved to Ideagen. 2.3 Ownership. 2.3.1 Output. Ideagen shall deliver Client Information to a location reasonably designated by Client in a standard format compatible with the Ideagen Product,unless otherwise agreed to by the parties.The parties agree that as between Ideagen and Client, Ideagen (and or certain of its licensees and/or customers,including in certain instances,specific Insurance Companies),shall own all rights in and to all data,extracts and other outputs created or generated by or through use of the Ideagen Product ("Output")and may use,adapt,modify and/or aggregate such Output with other information and/or data, or grant others the right to use, adapt, modify and/or aggregate the Output with other information and/or data,as permitted by law,as Ideagen deems appropriate,without notice to,or the consent of,Client.Notwithstanding anything to the contrary set forth herein,Client acknowledges and agrees that Ideagen shall have the right to use aggregated and/or anonymized data of End-Users. 2.3.2 Proprietary Rights. Client acknowledges and agrees that as between Client and Ideagen, Ideagen owns all right,title and interest in the Ideagen Product and all reports or other forms of deliverables generated by it, Documentation, interfaces, 'look and feel,' templates, and advertising and promotional materials provided or created by or on behalf of Ideagen. 5 Ideagen Plc. 7:+44 1629 699 100 e:info a-ideagen.com w:www.ideagen.com Copyright Cr 2021 Ideagen Pk Ideagen'' 2.3.3 For the avoidance of doubt(a)all ownership and rights in respect of Output shall survive any termination or expiration of this Agreement,and(b)Output shall not include the personally identifiable data of any User. 3. SERVICES, DELIVERABLES AND EQUIPMENT. 3.1 Service Levels.Ideagen shall perform the Services and provide the Ideagen Products and Software as set forth in the Service Level Exhibit,attached hereto and incorporated herein by reference. 3.2 Access to Client Facilities.ldeagen shall have access to Client's facilities only to the extent necessary for Ideagen to perform Services,and subject to prior written approval by Client.Staff assigned by Ideagen to perform Services at Client facilities will: (a)comply with applicable Laws,and (b) use reasonable care with Client facilities,personnel and other property. 3.3 Provision of Software. 3.3.1 Where the Software provided is Hosted: 3.3.1.1 Ideagen will provide secure access to the latest supported version of its applications via the Internet from its own hosting facility(the Hosting Site)on a 24x7 basis,excluding any downtime, scheduled system back-up or other on-going maintenance as required(such downtime or other ongoing maintenance to be scheduled, as far as is reasonably practicable, so as to minimize disruption to the activities of the Client);and 3.3.1.2 the Client understands and agrees that there may be instances where Ideagen is required to interrupt the Services without notice in order to protect the integrity of the Services due to security issues,virus attacks,spam issues or other unforeseen circumstances.Ideagen agrees to make commercially reasonable efforts to minimize instances of interruptions of service without notice. 3.3.2 Where the Software is On-Premise: 3.3.2.1 Client represents, warrants and covenants that On-Premise Software will only be installed in accordance with the volume and type of licenses detailed within the SoW,and only on systems under the full control of Client; 3.3.2.2 in some cases,Software provided for a specified period of time must be activated with a license file, and which may be required to be re-activated every year.Throughout the licensed term, Ideagen will renew such license in line with this Agreement. Ideagen will use commercially reasonable efforts to try to ensure that Client receives the applicable license file at least 30 days before the expiration of the then-current license file,but it is and remains Client's obligation to ensure that it has received and activated all necessary license files needed for each year of the Term; 3.3.2.3 Client represents, warrants and covenants that it will only run the Software on hardware with specifications that meet or exceed the system's recommendations and third-party compatibility information set forth in Ideagen's minimum system requirements,as notified by Ideagen from time to time;and 3.3.2.4 if Upgrades are made available to other clients who are similarly situated to Client in relation to Client's version of the Software,these will be available to Client via the appropriate distribution method as stated in SoW,provided that Client has a then-current license to use the Software,is not in breach of such license and has purchased the required maintenance services. 3.4 Provision of ldeagen Product. 6 Ideagen Plc. T:+44 1629 699 100 e:info ideagen.com w:www.ideagen.com Copyright©2021 Ideagen Plc Ideagen'' 3.4.1 Client acknowledges and agrees that its use of the ldeagen Product is subject to specific terms and conditions of use, which are detailed on the ldeagen Product website and as identified on the applicable SoW. 3.5 Provision of Third-Party Product(s). 3.5.1 Where Hardware or Software is provided to Ideagen by a third-party and supplied to the Client by Ideagen("Third-Party Product(s)"): 3.5.1.1 the Third-Party Product(s) shall be specified within the relevant SoW and Ideagen shall use commercially reasonable efforts to advise Client of variations to such Third-Party Product specifications following formal notification to Ideagen of such variations by the third-party supplier. 3.5.1.2 Where changes to Third-Party Product specifications significantly alter the price or fitness for purpose of the Third-Party Products to the detriment of the Client,then ldeagen and the Client shall agree upon such changes in writing or arrange for the supply of alternative Third-Party Products; 3.5.1.3 Third-Party Products shall be supplied by Ideagen on the terms and conditions of use for such Third-Party Products as defined by the suppliers at the time of delivery to Client and subject to such terms and conditions as set forth on the applicable SoW; 3.5.1.4 to the extent permitted,Ideagen shall pass on any warranty provided by the third-party supplier but provides no representations or warranties to Client with respect to any Third-Party Product that is purchased or licensed by Ideagen from a third-party supplier for resale or sublicense to Client,although Ideagen shall take commercially reasonable steps to assist Client in its pursuit of warranty claims against the relevant third-party supplier;and 3.5.1.5 Client represents, warrants and covenants that it will comply with the terms of all third-party supplier's software licenses. 3.6 Service Use Restrictions. 3.6.1 Use of Services,Software and Ideagen Products is restricted to use by the Client,and its authorized Affiliates,as contemplated on the specific SoW and their respective End-Users,solely for the internal computing operations of Client and its authorized Affiliates.Client represents,warrants,and covenants that it will not knowingly use,or authorize any User or other person or entity to use,the Service,Software and/or Ideagen Products to take any actions that: 3.6.1.1 infringe any third-party's copyright,patent,trademark,trade secret or other proprietary rights or rights of publicity or privacy; 3.6.1.2 violate any applicable Law(including those regarding export control); 3.6.1.3 are defamatory,libellous,threatening,harassing or obscene; 3.6.1.4 constitute unauthorized entry to any machine accessible via any network; 3.6.1.5 perform penetration testing of any type(including PCI-DSS testing)without the written authority of Ideagen and even in the event that such testing has been authorized by Ideagen,Client shall be liable for any and all damage to arising from such testing(including to any software,machines and/or data). Where Ideagen carried out any penetration testing which is relevant to the Services or Products used by the Client,Ideagen shall provide copies of all reports which are the output of such testing (such reports to be subject to redaction to protect the confidential commercial information of Ideagen)upon Client's reasonable request;or 3.6.1.6 seek to(i)reverse engineer,decompile,disassemble or otherwise attempt to discover the source code,object code or underlying structure, ideas or algorithms of the Service, Software and/or 7 Ideagen Plc. T:+441629 699100 e:infocaideagen.com w:www.ideagen.com Copyright 0)2021 Ideagen Plc Ideagen Ideagen Products (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law)and/or of any Documentation;(ii)modify,translate, or create derivative works based on the Service, Software and/or Ideagen Products and/or of any Documentation; (iii) use the Service, Software and/or Ideagen Products and/or any Documentation for timesharing or service bureau purposes or for any purpose other than for the internal computing operations Client or its authorized Affiliates;or(iv)use the Service,Software and/or Ideagen Products and/or any Documentation other than in accordance with this Agreement and in compliance with all applicable laws and regulations(including but not limited to any European privacy laws),intellectual property,consumer and child protection,obscenity or defamation). 3.62 Ideagen may revise these service use restrictions upon thirty (30) days prior notice to the Client; however, any revision to the Services by Ideagen shall not result in reduced service, reduced functionality,or diminished ease of use. 3.6.3 Client is responsible for ensuring that End-Users comply with the applicable terms and conditions of this Agreement and any other relevant Agreements with respect to use of any Deliverables. 3.7 Service and Product Free Trials. 3.7.1 If Ideagen provides a free trial,it will make one or more Deliverables available to Client on a trial basis free of charge until the earlier of: 3.7.1.1 the end of the free trial period for which Client registered to use the applicable Deliverable;or 3.7.1.2 the start date of any license for use of such Deliverable as ordered by Client;or 3.7.1.3 termination by Ideagen ninety(90)days'notice,in Ideagen's sole discretion. 3.7.2 Additional trial terms and conditions may be applicable if specified in the SoW for such Deliverable.Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. 3.7.3 ANY DATA CLIENT ENTERS INTO A SOFTWARE AS A SERVICE PRODUCT, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CLIENT DURING SUCH FREE TRIAL,WILL BE PERMANENTLY DELETED UNLESS CLIENT PURCHASES A SUBSCRIPTION TO THE IDEAGEN PRODUCT PROVIDING THOSE SERVICES OFFERED IN THE TRIAL. 3.8 Pre-release evaluation Product and Services—Beta Evaluations. 3.8.1 From time to time,Ideagen may offer to make certain then-unreleased Services,Software,or Ideagen Product(s)available to Client,for a limited time at no charge(collectively,"Beta Services").Client may elect to accept such offer Beta Services in Client's sole discretion. Beta Services are intended for evaluation purposes and not for production use,are not supported,and may be subject to additional terms.Beta Services are not considered"Services"under this Agreement,however,all restrictions,our reservation of rights and Client obligations concerning Services,Software and/or Ideagen Product(s) and use thereof, shall apply equally to Client use of Beta Services. Ideagen may discontinue Beta Services at any time in its sole discretion and may never make them generally available.Ideagen shall have no liability for any harm or damage arising out of or in connection with a Beta Service. 3.9 Product and Service Usage Limits. 3.9.1 If applicable,Software and Ideagen Products may be subject to any usage limits if such limits as set forth in the applicable SoWs,Documentation,or terms of use.Unless otherwise specified: 3.9.1.1 where a quantity in a SoW refers to named or a number of End-Users,the Service may not be accessed by more than that number of End-Users; 8 Ideagen Plc. T:+44 1629 699 100 e:Info,=ideagen.com w:www.ideagen.com Copyright 0 2021 Ideagen Plc Ideagen 3.9.1.2 where a quantity in a SoW refers to a number of concurrent End-Users,the Service may not be accessed by more than that number of End-Users at any given point in time; 3.9.1.3 an End-User's password may not be shared with any other individual;and 3.9.1.4 except as set forth in a SoW, an End-User identification may only be reassigned to a new individual replacing one who will no longer use the Service. 3.9.2 Where Services include the uploading,and downloading of documents and data,limits may apply to the amount of data transferred in any given time period. 3.9.3 If Client exceeds a contractual usage limit and Ideagen does not elect to terminate the applicable SoW for breach pursuant to Section 9.3.1.4,Client shall execute a SoW for additional quantities of the applicable Services or content promptly upon Ideagen's request and/or pay for excess usage at Ideagen's standard rates defined in the applicable SoW. 4. CHARGES AND INVOICING. 4.1 Each SoW shall set forth all the charges payable to Ideagen for performing and providing the applicable Deliverables.Unless otherwise expressly set forth in a SoW,such charges shall not indude Expenses,which Expenses shall be separately reimbursable by Client. 4.2 Properly submitted and undisputed invoices shall be due and payable within thirty (30) days after Client' receipt thereof. 5. DELIVERY AND ACCEPTANCE. 5.1 Client shall have(a)in the case of Software,ninety(90)days after such Software is accessible,installed and operating in Client'production environment,and(b)in the case of a Ideagen Product,ninety(90)days after the date Client has been granted access to the Ideagen Product(s);in each case to inspect and test such Software or Ideagen Product to ensure that it conforms in all material respects to the applicable Acceptance Criteria.If Client believes that all or any portion of such Software or Ideagen Product fails to conform in any material respect to the applicable Acceptance Criteria,Client shall give Ideagen written notice setting forth in reasonable detail the reasons why Client believes it does not conform.Ideagen shall,in accordance with normally accepted professional standards, at its own expense seek to correct any non-conformities so identified. 6. WARRANTIES AND REPRESENTATIONS. 6.1 Each Party represents,warrants and covenants that: 6.1.1 it has the right and power to enter into each Agreement; 6.1.2 an authorized representative has executed or will execute each Agreement;and 6.1.3 it will comply with any Laws applicable to it with respect to this Agreement and the provision or receipt of Services hereunder. 6.2 Ideagen represents,warrants and covenants that: 6.2.1 the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards. If Client believes that the Services were not performed in accordance with the warranty in the preceding sentence,Client will notify Ideagen within thirty(30)days after the Services were performed,and Ideagen,as its sole obligation and Client's sole remedy,will re-perform the Services at no additional cost; 9 Ideagen Plc. T:+44 1629 699 100 e:info a deagen.com w:www.ideagen.com Copyright©2021 Ideagen Pk Ideagen 6.22 the Services shall be performed, and the Ideagen Product and Software (other than Third-Party Product) shall be provided, in accordance with: (i) the terms of this Agreement, (ii) the Acceptance Criteria,and(iii)the terms in the applicable SoW;and 6.2.3 the undertaking given in this Section shall not apply to any Software that has been altered by any party other than Ideagen or has been operated or run on any platform or in any environment not approved of by Ideagen. 6.3 THE EXPRESS WARRANTIES OF IDEAGEN AS SET FORTH HEREIN ARE IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7. LIMITATION OF LIABILITY. 7.1 EXCEPT TO THE EXTENT THAT LIABILITY ARISES FROM: (A)A PARTY'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT;OR(B)INSTANCES OF EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT(WHETHER IN AN ACTION IN NEGLIGENCE, CONTRACT OR TORT OR BASED ON A WARRANTY OR OTHERWISE) FOR LOSS OF PROFITS, REVENUE, OR LOSS OR INACCURACY OF DATA, OR ANY EXEMPLARY, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD-PARTY,EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.2 EXCEPT FOR THE INDEMNIFICATION PROVIDED IN SECTION 8 AND A BREACH BY CLIENT AND/OR A CLIENT AFFILIATE FOR ITS OBLIGATION TO PAY FOR SERVICES, SOFTWARE, IDEAGEN PRODUCTS, THIRD-PARTY PRODUCTS OR OTHER DELIVERABLES,EACH PARTY'S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT(INCLUDING UNDER ANY SOW),REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED IN THE CASE OF IDEAGEN TO THE AMOUNTS OF SERVICES FEES ANNUALLY PAID BY CLIENT FOR THE SERVICES FROM WHICH THE CLAIM AROSE AND IN THE CASE OF THE CLIENT TO THE AMOUNT PAYABLE BY IT UNDER THIS AGREEMENT (EITHER OF THE FOREGOING SHALL BE REFERRED TO AS THE"LIABILITY CAP"). 8. INDEMNIFICATION. 8.1 Ideagen shall indemnify and hold harmless Client, its Affiliates and its directors, officers, employees and agents from and against all Losses arising from any claim brought by a third-party unaffiliated with Client alleging that Client's use or its Affiliates'use or possession of the Ideagen Product or Software,as specifically granted under this Agreement, infringes,misappropriates or violates any Intellectual Property Rights in the United States. 8.2 At the request of the indemnified party,the indemnifying party shall,at its sole expense,defend with counsel reasonably acceptable to the indemnified party,all claims,suits or proceedings arising out of the foregoing. The indemnifying party shall be notified promptly of any such claims,suits or proceedings in writing and, if requested to indemnify with respect to said action,shall be given full and complete authority,information and assistance for the defence of same,provided,however,the indemnifying party shall have no authority to enter into any settlement or compromise on behalf of the indemnified party that would require the payment by the indemnified party of any money thereunder, or which contains non-financial terms which are intended to be binding on the indemnified party, without the prior written consent of the indemnified party,which consent shall not be unreasonably withheld. In all events,the indemnified party shall have the right:(i)to elect to not seek indemnification and instead defend any indemnifiable claim itself at its own cost and expense (other than with respect to a claim for indemnification pursuant to Section 8.2 above, the procedure for indemnification of which is set forth in Section 8.5 below),or(ii)in the case of a claim defended by the indemnifying party,to participate in the defence of any proceedings with counsel of its own choosing, at its own expense. 10 Ideagen Plc. T:+441629 699 100 e:info ideagen.com w:www.ideagen.com Copyright C'©2021 Ideagen Pk Ideagen 8.3 Remediation of Infringing Product.In the event that some or all of the Ideagen Product becomes,or is likely to become in Ideagen's reasonable opinion,the subject of a claim of infringement of any patent,copyright, trademark, trade secret or other right of any third-party,or if Ideagen's or User's use thereof or any part thereof is enjoined in any manner,then, Ideagen will notify Client and Ideagen shall, at its sole option and expense, have the right to(i)procure for Client and/or the End-Users, as applicable,the right to continue using the allegedly infringing Ideagen Product free of any liability for infringement or violation,or(ii)replace or modify the allegedly infringing matter with a non-infringing product of substantially equivalent or better functionality or make it non-infringing without affecting the functionality of such product;and(iii)in the event neither(i)nor(ii)are commercially reasonable,then terminate this Agreement upon written notice and refund to Client the fees paid by Client to Ideagen for the applicable Ideagen Product. 8.4 Notwithstanding anything to the contrary set forth in this Agreement,Ideagen shall have the right to control all claims alleging,in whole or part any infringement or alleged infringement relating to any Ideagen IP Rights, regardless of whether or not Client is obligated to indemnify Ideagen with respect to any such claim 9. TERM AND TERMINATION. 9.1 Term of Master Software and Services Agreement. 9.1.1 This Agreement will commence on the applicable renewal date,or on the effective date set forth in the SoW and will continue until terminated. Unless terminated as contemplated herein, this Master Software and Services Agreement shall continue in full force and effect for an initial period of one (1) year ("Initial Term"). Following the Initial Term, this Master Software and Services Agreement will automatically renew for successive renewal terms of one(1)year(each,a"Renewal Term",and together with the Initial Term,the"Term")unless either party gives the other party notice of non-renewal at least ninety(90)days prior to the end of the then-current term. 9.1.2 Termination or expiration of this Master Software and Services Agreement shall not be construed to terminate any SoW then in effect. Notwithstanding termination or expiration of this Master Software and Services Agreement,this Master Software and Services Agreement shall continue to survive to the extent that the SoW remains in effect,but solely for that limited purpose. 9.2 Term of SoWs. 9.2.1 Each SoW for Ideagen Products or Software will come into effect on the effective date set forth in the SoW("SoW Effective Date")and,unless earlier terminated in accordance with the provisions hereof or of the SoW, shall continue in full force and effect for an initial period of one(1)year unless otherwise specified on the SoW("Initial SoW Term"). Following the Initial SoW Term,the SoW will automatically renew for successive renewal terms of one(1)year(each,an"SoW Renewal Term").Unless either party gives the other party notice of non-renewal at least ninety(90)days prior to the end of the then-current term. 9.2.2 Each SoW for a Deliverable other than an Ideagen Product or Software will come into effect on the effective date set forth in the SoW("SoW Effective Date")and unless earlier terminated in accordance with the provisions hereof,will remain in effect until all Services and Deliverables have been delivered and have been Accepted by Ideagen or such other time as set forth in the applicable SoW. 9.3 Termination. 9.3.1 Unless otherwise provided in a SoW,a SoW or any portion of such SoW may be terminated as follows: 9.3.1.1 by Client, upon at least thirty(30)days prior written notice for convenience without obligation other than as set forth in this Master Software and Services Agreement.Client shall make all then- unpaid payments to Ideagen for the applicable Software and/or Ideagen Product(s) for the then-current year of the then-current Term and for all other then-unpaid payments otherwise due through the date of termination; 11 Ideagen Plc. T:+44 1629 699 100 e:info.deagen.com w:www.ideagen.com Copyright Cr 2021 Ideagen Pk 9.3.1.2 by|deagen with respect to any Ideagen Product or Hosted Software,upon ninety(90)coysprior written noticein the event that Ideagen will cease offering within the marketplace the relevant Ideagen Product or Hosted Software; 9.3.1.3 by either party in the event that the other party is a party to a bankruptcy or other insolvency proceeding,makes a general assignment for the benefit of its creditors or a receiver is appointed on account of its insolvency;or 9.3l4 by the non-breaching party, in the event that the other party fails to cure a material breach within thirty(30)days after receiving written notice thereof,or immediately by the non-breaching party in the event the material breach is not susceptible to cure. 93.2 This Master Software and Services Agreement may also be terminated as follows: 9.3.2.1 by Ideagen at any time,in the event that Client is a party to a bankruptcy or other insolvency proceeding,makes a general assignment for the benefit of its creditors or a receiver is appointed on account of Client's insolvency,or Client is otherwise unable to perform under this Agreement; 9.32.2 by the non-breaching porty, in the event that the other party fails to cure a material breach under any SoW within thirty(30)days after receiving written notice thereof,or immediately by the non-breaching party in the event the material breach is not susceptible to cure;or 9.3.2.3 by either party upon fourteen (14) days prior written notice to the other party, if there are no outstanding SoWs under which any Ideagen Product or Software(other than Software that Client obtained pursuant to a perpetual license)is still being provided by Ideagen to Client. 9.3.3 The rights granted herein are personal to Client and no assignee for the benefit of creditors,custodian, receiver appointed by a creditor,trustee in bankruptcy,sheriff or any other officer of the court or official charged with taking over custody of Client's assets or business shall have any right to continue this Agreement or to exploit or in any way use the Software, |dmzgen Product, Semicen, or other Deliverables. 9.4 Effect of Termination.Upon expiration or termination of any SoW for any reason: 9.4.1 Client shall cease using the applicable ldeagen Product(s)and/or all Software that was licensed for a specific Term and within thir1y(3�buoinesndoyoofouchexpinotiono,te,minotion.Client shall uninsto|| all such Software(including any copies Client have made of the Software,or any part of it)and provide a certificate signed by Client duly authorized representative to confirm compliance with this paragraph return all copies of Documentation for such; 9.4.2 ldeagen shall cease using any physical or logical access rights granted to Ideagen by Client in relation to any Services; 9.4.3 with respect to any ldeagen Product(s),the parties shall cooperate so as to disconnect Client's access to and use of the idnogen Product in a manner that minimizes disruption to the parties' respective businesses and operations; 9.4.4 Client shall,within fifteen(15)days of such termination or expiration,make final payrnents in respect of the fees (to the extent any such payments are then owed and have not theretofore been paid),and each receiving party shall return to the disclosing party all Confidential Information of the disclosing party then in such receiving party's possession or control; 9.4.5 where ldeagen hosts Client Data,upon request by Client made within 30 days after the effective date of termination or expiration of any Agreement,and provided Client is not in breach of this Agreement, Ideagen will make the relevant Client Data available to Client for export or download.After that 30- day period, Ideagen will have no obligation to maintain Client Data, and will thereafter delete or destroy all copies of Client Data in ldeagen systems or otherwise in Ideagen's possession or control as provided in the Documentation,unless legally prohibited; 12 meagenPlc. r:~44mzpuvv1oo e:/nfn�idopgrn.com wcww,^/denoen.00m Copyright 2021meovenPlc Ideagen 9.4.6 within 30 business days,each party return any material belonging to the other party and not otherwise referred to above in this Section 9.4 to a location designated by such party; 9.4.7 in the event of termination of this Agreement or any portion hereof,and upon the party's agreement to an appropriate payment to Ideagen for the furnishing of transition services, ldeagen shall cooperate with and assist Client in effecting the orderly transfer from use of the ldeagen Product,by Client. Such Services shall be provided to Client for up to thirty(30)days after the effective date of the termination; and 9.4.8 the terms of this Agreement shall continue to govern any products and/or services provided during any transition period as if the Agreement had not been terminated. 9.5 All sections of this Agreement which by their nature should survive expiration or termination of this Agreement and/or any SoW will survive termination,including,without limitation,restrictions,accrued rights to payment, confidentiality obligations,intellectual property rights,warranty disclaimers,and limitations of liability. 10. NON-EXCLUSIVITY; NO SALES COMMITMENT. 10.1 Each party acknowledges and agrees that the relationships contemplated hereby are non-exclusive in nature, and each party may freely enter into third-party agreements or arrangements similar to this Agreement and/or in connection with substantially similar services, subject to compliance with the confidentiality obligations hereunder. 11. CONFIDENTIALITY; PERSONAL DATA. 11.1 Any Confidential Information provided by a disclosing party shall be treated by the receiving party as being the proprietary information of the disclosing party and shall be held in strict confidence by the receiving party. 11.2 Whenever a party possesses, stores, processes or has access to Personal Data: (i) the collection, use, disclosure, processing and free movement of such Personal Data by such party will be subject to all applicable Laws related thereto, and (ii) such party shall have in place and comply with anti-fraud measures (taken together,a "Fraud Prevention Policy")which shall be reviewed and updated on at least an annual basis,and which shall include,at a minimum,controls designed to(x)ensure that only authorized persons can have access to Personal Data that is stored by such party, (y)monitor patterns of behaviour that may indicate fraudulent activity with respect to Personal Data,and(z)provide appropriate training to employees of such party on its Fraud Prevention Policy and fraud prevention topics such as identity theft, data loss prevention and/or misuse of confidential information. 11.3 Client acknowledges and agrees that Ideagen makes no representations, warranties or covenants to Client as to the use of any Personal Data: (i) not stored by Ideagen; and/or (ii) as used by third parties and/or as may be authorized by any User. 11.4 Each party shall notify the other party by the most commercially reasonable and expedient means possible of any suspected or known fraud relevant to its activities under this Agreement, or of any unauthorized access,possession,use,or knowledge,or attempt thereof,of the other party's Confidential Information,or of the occurrence of any other incident relating to use of the Ideagen Product that is reasonably likely to result in financial,customer or reputational loss to the other party,unless and to the extent instructed by law enforcement or similar governmental authority to do otherwise and the parties agree to cooperate with each other to investigate the occurrence and mitigate the impact of any such event. 11.5 In the event that a subpoena or other legal process in any way concerning the disclosing party's Confidential Information is served upon the receiving party,the receiving party shall, if lawfully permitted to do so,use commercially reasonable efforts to notify the disclosing party promptly upon receipt of such subpoena or other legal process and shall cooperate with the disclosing Party,at the disclosing party's expense,in any lawful effort by the disclosing party to contest the legal validity of such subpoena or other legal process. 13 Ideagen Plc. T:+44 1629 699 100 e:Info.aideagen.com w:www.ideagen.com Copyright(t)2021 Ideagen Plc Ideagen4 11.6 The parties agree that monetary damages may not be an adequate remedy if this Section regarding Confidential Information is breached and therefore,a disclosing party shall,in addition to any other legal or equitable remedies,be entitled to seek injunctive relief against any breach or threatened breach of this Section 11 by the receiving party with respect to the disclosing party's Confidential Information. 12. ENTIRE AGREEMENT;AMENDMENTS;ASSIGNMENT. 12.1 This Agreement (including all SoWs and website references contained herein) constitutes the entire agreement between the parties concerning the subject matter hereof. No prior or contemporaneous representations, correspondence, inducements, promises or agreements, oral or written, between the parties relating thereto shall be of any force or effect.The terms of this Agreement may be modified only by an instrument in writing that expressly references this Agreement and is executed by both parties.This Agreement is not assignable, transferable or sublicensable by Client except with Ideagen's prior written consent.Ideagen may transfer and assign any of its rights and obligations under this Agreement,including to any person or entity that acquires all or substantially all of the assets of Ideagen that relate to this Agreement and/or pursuant to a change of control. 13. WAIVER. 13.1 No failure of either party to exercise any right given to it under this Agreement or to insist upon strict compliance by the other party to its obligations under this Agreement,and no custom or practice of the parties in variance with the terms of this Agreement, shall constitute a waiver of either party's right to demand exact compliance with the terms of this Agreement. Any waiver of any breach of any provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. 14. GOVERNING LAW. 14.1 The terms of this Agreement shall be governed by and construed in accordance with the Laws of the State of Florida P1ew York without resort to conflict of laws rules. 14.2 To the extent permitted by law,any claim,controversy or dispute between the Parties with respect to this Agreement,or any subject matter governed by this Agreement,shall be submitted to binding arbitration in Florida New-York with such arbitration conducted pursuant to the then prevailing Commercial Arbitration Rules of the American Arbitration Association ("AAA"), as amended by this Agreement. Upon a Party's request for arbitration, an arbitrator shall be selected by mutual agreement of the Parties to hear the dispute in accordance with such Rules. If the Parties are unable to agree upon an arbitrator,then either Party may request that AAA select an arbitrator and such arbitrator shall hear the dispute in accordance with such Rules. For disputes amounting to $250,000 or more, a panel of three (3) arbitrators shall be selected to hear the dispute.In such case,each Party shall select one(1)arbitrator who shall be unaffiliated with such Party,and the two(2)arbitrators shall select a third(3rd)arbitrator.If the two(2)arbitrators are unable to agree upon a third (3rd)arbitrator, the AAA will select the third (3rd) arbitrator. All arbitrators, whether one(1)or three(3),shall be knowledgeable about information technology transactions.In the case of a three(3)arbitrator panel,the decision of a majority shall control.Each party expressly agrees that the final award decision shall also provide for an allocation and division between the parties,on a basis which is just and equitable under the circumstances(as determined by the arbitrators),of all costs of arbitration, including arbitrators' and reasonable attorneys', accountants', and expert witness fees, costs, and expenses incurred in connection with the proceeding.Any award rendered pursuant to such arbitration shall be final, conclusive and binding upon the Parties, and any judgment thereon may be entered and enforced in any court of competent jurisdiction.Notwithstanding anything to the contrary set forth in this Agreement,a Party may at any time seek injunctive or other appropriate relief in any state or federal court in the state of the defendant in such action,in the event that a Party reasonably believes that there is a violation,or a threatened violation,of any of such Party's Intellectual Property rights. 14 Ideagen PIC. T:+441629 699 100 e:into. ideagen.com w:www.ideagen.com Copyright 0 2021 Ideogen Pk Ideagen 15. SEVERABILITY. 15.1 If any provision of this Agreement is held to be invalid,prohibited or unenforceable in any jurisdiction for any reason because of the scope,duration or area of its applicability or for other reasons,unless narrowed by construction,such provision shall for purposes of such jurisdiction only, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid,prohibited or unenforceable (or if such language cannot be drawn narrowly enough, the court making any such determination shall have the power to modify,to the extent necessary to make such provision or provisions enforceable in such jurisdiction,such scope, duration or area or all of them,and such provision shall then be applicable in such modified form). If,notwithstanding the foregoing,any such provision would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such provision, as to such jurisdiction only,shall be ineffective to the extent of such invalidity,prohibition or unenforceability,without invalidating the remaining provisions.No narrowed construction,court-modification or invalidation of any provision shall affect the construction,validity or enforceability of such provision in any other jurisdiction. 16. FORCE MAJEURE. 16.1 Neither party will be liable for any delay or failure to perform under this Agreement if and to the extent its failure is caused by acts of terrorism,civil or military authority,national emergencies,labour difficulties,fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of communications systems or power("Force Majeure Event"), provided that such circumstances could not reasonably have been prevented or mitigated by such party. Upon the occurrence of a Force Majeure Event,the affected party shall,within thirty(30)days,provide notice to the other party of the nature of any such conditions and the extent of the anticipated delay resulting from such conditions, at which time performance of this Agreement to the extent affected by the Force Majeure Event shall immediately be suspended without penalty to such affected party. The party who has been affected shall take all reasonable actions to resume performance hereunder as soon as such Force Majeure Event is removed or ceases.If the period of non-performance exceeds sixty(60)calendar days from receipt of the notice of the Force Majeure Event,then either party may terminate this Agreement immediately upon written notice to the other party. 17. NOTICES. 17.1 All notices and other communications shall be in writing or by facsimile or electronic mail and subsequently confirmed in writing and shall be deemed to be given when transmitted or three(3)days after deposited in the United States mail. 18. REMEDIES. 18.1 Other than with respect to the remediation remedy for an infringing product as set forth in Section 8.5 and/or as otherwise expressly provided for herein, all rights, remedies, powers and privileges conferred upon Ideagen and Client under this Agreement shall be cumulative and shall not be deemed to exclude any other right that either party may have at Law or in equity. 19. INCIDENT MANAGEMENT. 19.1 In each SoW, Ideagen and Client shall each designate principal a contact who shall serve as initial escalation points in the event of any dispute. 15 Ideagen Plc. T:+441629 699100 e:Infos,ideagen.com w:www.ideagen.com Copyright©2021 Ideagen Plc Ideagen'' 20. BINDING ON SUCCESSORS. 20.1 This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns as permitted by this Agreement. 21. INTERPRETATION. 21.1 This Agreement has been mutually negotiated,and therefore shall be deemed to have been negotiated and prepared at the joint request,direction,and construction of all parties, at arms' length,and shall be interpreted in accordance with the terms without favour to any party. 22. COUNTERPARTS. 22.1 This Software and Services Agreement may be executed in several counterparts(including by facsimile or pdf),each of which shall be deemed an original and which,when taken together,shall constitute one and the same instrument. 23. PUBLIC RECORDS. Ideagen will be required to comply with Section 119.0701,Florida Statutes,as may be amended from time to time. IF IDEAGEN HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:727-562-4092,Rosemarie.Call a@myclearwater.com,600 Cleveland Street,Suite 600,Clearwater,FL 33755. 24. E-VERIFY Ideagen and its Subcontractors shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees. Ideagen will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E-Verify system. Subcontractor must provide Ideagen with an affidavit stating that Subcontractor does not employ,contract with,or subcontract with an unauthorized alien. Ideagen shall maintain a copy of such affidavit. The CITY may terminate this Agreement on the good faith belief that Ideagen or its Subcontractors knowingly violated Florida Statutes 448.09(1)or 448.095(2)(c). If this Agreement is terminated pursuant to Florida Statute 448.095(2)(c),Ideagen may not be awarded a Florida public contract for at least 1 year after the date of which this Agreement was terminated. Ideagen is liable for any additional costs incurred by the CITY as a result of the termination of this Agreement.See Section 448.095,Florida Statutes (2020).For the avoidance of doubt,any hosting providers used by Ideagen such as Microsoft Azure or Amazon Web Services to provide the services under this Agreement will not be considered as Subcontractors. SIGNED for and on behalf of Ideagen Inc. (contracting subsidiary) Name: Zoe Dillon Date: September 24th, 2021 Sign / L, GO7L Countersigned:CITY OF CLEA'WATER,FLORIDA By: .. M Micah Ma -II Inter' 'ity Manager 0 1�.�,, Appr d as to for • Attest: • V t t 4,z_ l L,a,,, . 6, 4 ; -_ 'a en Kohler Rosemarie Call - t� Ideagen Plc. T:+441629 699 100 e:into:addeagen.com w:www.ideagen.cam 4118NEDNgr Copyright 0 2021 Ideagen Pk Ideagen4 Assistant City Attorney City Clerk 17 Ideagen PIC. is+44 1629 699 100 e:Infoideagen.com w:www.ideagen.com Copyright 0 2021 Ideagen Pk - Ideagen SERVICE LEVEL EXHIBIT 1. DEFINITIONS. Unless otherwise defined herein,capitalized terms used in this Service Level Exhibit shall have the same meaning as in the body of the Agreement. 1.1 "Maintained Software" means the software product in respect of which an order is accepted by Ideagen, for ongoing Support Services. 1.2 "Monthly Uptime Percentage"means(x)total number of minutes in a calendar month minus(y)the number of minutes of Unscheduled Downtime suffered in a calendar month,divided(z)by the total number of minutes in a calendar month. 1.3 "Scheduled Downtime" means the time during which the Client is not able to access the Service due to planned system maintenance.Ideagen reserves the right to conduct the Scheduled Downtime from time to time with at least one day's prior notice to Client, 1.4 "Unscheduled Downtime"means the total time during which the Client is not able to access the Ideagen Product due to unanticipated or unscheduled service interruptions other than Scheduled Downtime. On occasion, exceptional circumstances may arise when it is necessary to perform essential unscheduled maintenance. Such maintenance will be undertaken only when,in Ideagen's sole reasonable discretion,it is deemed necessary to prevent loss of the Service or system availability,harm to the system,or other adverse consequences. Ideagen shall endeavour to provide advance notice of such maintenance to Client when practicable,depending on the circumstances. 2. RESPONSIBILITIES OF CLIENT. 2.1 Provisioning, security, support, and maintenance of the Client's Local Area Network and all network equipment, network and Internet connections, computing devices and all software and other hardware operating on such equipment are the responsibility of the Client. Client is also responsible for correctly configuring and maintaining the Client App and website used to access the Ideagen Product.This includes the Client network router and firewall (should those be in place)to allow data to flow between the Client system and the Ideagen data centre in a secure manner. 3. SAAS SERVICE PERFORMANCE. 3.1 Service Uptime. Client understands and acknowledges that unplanned service losses will occasionally occur. Subject to the terms of this Agreement and this SLA(including but not limited to Section 3.3 below), Ideagen shall provide a minimum Monthly Uptime Percentage of 99.7%(the"Availability Guarantee"). In the event the Monthly Uptime Percentage for the applicable Ideagen Product falls below 99.7%but is at least 99.5%,the Client may be eligible for a Service Credit in the amount of 10%of the monthly service fees for the applicable Ideagen Product. In the event the Monthly Uptime Percentage falls below 99.5%,the Client may be eligible for a Service Credit in the amount of 20%of the monthly service fees for such Ideagen Product. 3.2 Service Credit Claims. 3.2.1 If Ideagen fails to meet the minimum Monthly Uptime Percentage described above for an Ideagen Product,Client may submit a claim for a Service Credit with respect to such product. 3.2.2 Client must submit a claim to customer support at Ideagen that includes:(i)a detailed description of the Incident;(ii)information regarding the duration of the Downtime;(iii)the number and location(s)of affected users(if applicable); and (iv) descriptions of Client's attempts to resolve the Incident at the time of occurrence. 3.2.3 Ideagen must receive the claim and all required information by the end of the calendar month following the month in which the Incident occurred. For example,if the Incident occurred on April 15th,we must receive the claim and all required information by May 31st. 18 Ideagen Plc. T:+44 1629 699 100 e:info*deagen.com w:www.ideagen.com Copyright Ce,2021 Ideagen Pk Ideagen 3.2.4 Ideagen will evaluate all information reasonably available to it and make a good faith judgment on whether a Service Credit is owed.Ideagen will use commercially reasonable efforts to process claims during the subsequent month and within forty-five(45)days of receipt.Client must be in compliance with the MSSA in order to be eligible for a Service Credit.If Ideagen determines that a Service Credit is owed to Client,it will apply the Service Credit to Client's unpaid Applicable Monthly Service Fees. 3.3 Limitations on Service Level Claims. This SLA and any applicable Service Levels do not apply to any performance or availability issues: 3.3.1 due to factors outside our control(for example but not limited to,natural disaster,war,acts of terrorism, riots,government action,or cyber-attack); 3.32 due to planned maintenance or upgrades for which Ideagen has provided a minimum of 24 hours prior notice; 3.3.3 that result from Client's or third-party services, hardware, or software, including, but not limited to, issues resulting from inadequate bandwidth; 3.3.4 caused by Client's use of a service or software after Ideagen advised Client to modify its use of such Service or software,if Client did not modify its use as advised; 3.3.5 during pre-release,beta and trial Services(as determined by us); 3.3.6 that result from Client's unauthorised action or lack of action when required,or from Client's employees, End-Users, agents, contractors, or vendors, or anyone gaining access to our network by means of Client's passwords or equipment;or 3.3.7 that result from Client's failure to adhere to any required configurations,use supported platforms,and follow any policies for acceptable use. 3.4 Service Credits are Client's sole and exclusive remedy for any performance or availability issues for any Ideagen Product under the MSSA. 4. SUPPORT SERVICES. 4.1 Where the Maintained Software has been provided directly by Ideagen under its MSSA,the support hours of operation and current escalation procedure are available at http://customer.ideagen.com/Support_SLA, which are subject to change. 4.2 Where the Maintained Software has been provided through a partner,1st line support will be provided by that partner and subject to the partners terms and conditions.2nd and 3rd line support will be provided by Ideagen under this SLA. 5. MAINTENANCE SERVICES. 5.1. The Client will receive,from time-to-time,notifications about Software upgrades,(directly from Ideagen or through its partner)of new versions,service packs,and patches along with instructions for applying the updates that are made available during the period of maintenance cover. 5.2. Upgrades and updates to the Products are made available during the period of maintenance cover.For the avoidance of doubt,there may be charges associated with upgrades. 5.3. Where applicable, Ideagen shall provide validated Client's with one(1) month notice of any upgrades and updates to the Products. 5.4. For the avoidance of doubt,Ideagen will only support the current version and the two previous versions of the Software. 19 Ideagen Plc. +44 1629 699 100 e:info:aideagen.com w:www.ideagen.com Copyright©2021 Ideagen Pk