Master Subscription Agreement

This is a master subscription agreement for support provided by a technology company.

This Master Subscription Agreement (“Agreement”) is made and entered into as of [insert effective date] (the “Effective Date”), by and between [insert Name of Provider] (“Provider”), a [insert state of incorporation] Corporation, with offices at [insert location of offices], and [insert Name of Licensee] (“Licensee”) a [insert state of incorporation] Corporation, with offices at [insert location of offices] (“Customer”).

1. Definitions

1.1 “Consulting Services” will have the meaning set forth in section 3.1.

1.2 “Confidential Information” will have the meaning set forth in sections 5.1 and 5.2.

1.3 “Customer Date” means all information provided by Customer to Provider through the Service for use in conjunction with the Services and the Software, including processing, storage and transmission as part of the Services.

1.4 “Customer Information” means all information created or otherwise owned by Customer or licensed by Customer from third parties, including Customer Data and information created by Customer by using the Services, that is used in conjunction with the Services and the Software.

1.5 “Documentation” means all configurations and specifications published by Provider from time to time relating to the Software or the Services.

1.6 “Equipment” will have the meaning set forth in section 4.2.

1.7 “Locations” means the physical location or locations set forth in Exhibit A from which Customer is licensed to access the Service.

1.8 “Maximum Users” will have the meaning set forth in section 12.1.

1.9 “Provider Information” means all information, including the Software, created or otherwise owned by Provider or licensed by Provider from third parties, related to the Services and any materials prepared by Provider pursuant to a Statement of Work under the Agreement.

1.10 “Services” means Provider’s electronic data processing, storage and transmission services ordered by Customer, which are enumerated in Exhibit A.

1.11 “Software” means the software used by Provider to provide the Services.

1.12 “Statement of Work” will have the meaning set forth in section 3.1.

2. Services and Support

2.1 Provision of Services.Subject to the terms and conditions of this Agreement, Provider will use reasonable commercial efforts to provide the Services to Customer. Customer may request additional services from Provider, but only by submitting a written request to Provider. If Provider accepts Customer’s request, then Provider shall provide the additional Services on the terms set forth in this Agreement. Provider will have no obligation to provide any upgrades to the Software. During the term of this Agreement, Provider may make enhancements to the Software and the Services and Customer agrees to use the enhanced versions of the Software and the Services.

2.2 Grant of License. Subject to the terms and conditions of this Agreement, Provider grants to Customer a limited, non-transferable, non-exclusive license for the term of this Agreement to access via the Internet and use the Services and the Software, but only from the Locations and solely to support Customer’s normal course of business.

2.3 Restrictions on Use. Customer may not, directly or indirectly, (i) license, sublicense, sell, resell, lease, assign, transfer, distribute, or otherwise commercially exploit or make available to any third parties the Services or the Software in any way, (ii) alter, modify, translate or create derivative works based on the Services or the Software, (iii) process or permit to be processed the data of any third party, (iv) use or permit the use of the Services or the Software in the operation of a service bureau, timesharing arrangement or otherwise for the benefit of a third party, (v) disassemble, decompile, or reverse engineer the Software or any aspect of the Services, or otherwise attempt to derive or construct source code or other trade secrets from the Software, (vi) build a competitive product or service to the Services or Software or a product or service that uses similar ideas, features, functions or graphics to the Services or Software, (vii) use the Services or Software to engage in an prohibited or unlawful activity, or (vii) permit any third party to do any of the foregoing.

2.4 Support Services. Subject to Customer’s prompt payment of the fees due under this Agreement, Provider shall provide Customer with the support services specified in Exhibit A. Provider’s current support services are set forth in Exhibit B. Customer may upgrade to a higherlevel of support services without paying a change fee. However, Customer must pay the change fee set forth in Exhibit A to downgrade or cancel support services.

2.5 Use of Customer Data / Customer Representations and Warranties. Customer shall be solely responsible for collecting, inputting and updating all Customer Data. Customer represents and warrants that its Customer Information does not and will not include anything that infringes the copyright, patent, trade secret, trademark or any other intellectual property right of any third party; contains anything that is obscene, defamatory, harassing, offensive, malicious or which constitutes child pornography; or otherwise violates any other right of any third party.

2.6 Passwords. Provider shall provide Customer with passwords to access the Services. Customer shall be responsible for all use off its account(s). Customer shall also maintain the confidentiality of all passwords assigned to it. Customer may not share its passwords with third parties or attempt to access the Service without providing a password assigned to it. Passwords cannot be shared or used by more than one individual, but may be reassigned from time to time to new individuals who are replacing former individuals who have terminated employment with Customer or otherwise changed job status or function such they no longer have a need to use the Service or Software. In no event shall Customer allow more individuals to access the Software or Services than the maximum number of passwords provided to Customer under this Agreement and Exhibit A.

3. Consulting Services

3.1 Statement of Work. Upon Customer’s request and subject to both parties’ acceptance of a Statement of Work, Provider may modify, customize or enhance the Software or provide implementation, data transfer, training, or other services relating to the Software or Services (“Consulting Services”), for an additional fee. Customer shall request Consulting Services by completing a Provider order form, in the form attached as Exhibit C. Upon receipt of Customer’s written request for Consulting Services, Provider shall prepare a Statement of Work. A Statement of Work is an offer to perform Consulting Services on specified terms and for specified fees. A Statement of Work will only be binding if signed by both parties. Each Statement of Work will be governed by this Agreement. In the event of a conflict between a Statement of Work and this Agreement, the terms and conditions of this Agreement will prevail.

3.2 Payment for Services. Unless a Statement of Work expressly states that Consulting Services are to be performed for a fixed fee, Provider shall provide Consulting Services toCustomer on a “time and materials basis” with any price quotation constituting merely an estimate that is not a binding on Provider. For purposes of this Agreement, “time and materials basis” means that Customer shall pay Provider at the hourly rates specified by Provider for the Consulting Services and shall reimburse Provider for expenses as set forth in section 3.3.

3.3 Expenses. In addition to payment for Consulting Services, Customer shall reimburse Provider for reasonable travel, administrative, equipment, and out-of-pocket expenses incurred in performing the Services, in accordance with section 6. These expenses are not included in any estimate in a Statement of Work unless expressly itemized.

3.4 Effect of Termination During Performance of Consulting Services. Upon termination of this Agreement, Provider will be relieved of all obligations to perform Consulting Services, the Statement(s) of Work for all Consulting Services will terminate, and Customer immediately shall pay Provider for Consulting Services performed prior to the date of termination. Should Customer terminate any Statement of Work prior to the conclusion of the Statement of Work, Customer shall reimburse Provider for any costs associated with winding down Consulting Services under that terminated Statement of Work.

3.5 Termination of Statement of Work / Right to Cure.

(i) Either party may terminate the Statement of Work if the other party breaches a Statement of Work and has not cured its breach within 30 days of written notice from the non-breaching party. In addition, Provider may terminate the entire Agreement if Customer braches any payment obligation. Otherwise, however, neither party may terminate the entire Agreement based solely on breach of a Statement of Work.

(ii) Consent to extend the cure period for breaches of a Statement of Work may not be unreasonably withheld so long as the breaching party has in good faith begun to cure its defects in performance during the 30 day notice period. Notwithstanding the foregoing, Provider, in its sole discretion, may withhold its consent to extend the cure period for Customer’s breach of its payment obligations.

3.6 Change Orders. Provider’s obligation to perform Consulting Services is limited to the services described in a Statement of Work. Customer may request changes to a Statement of Work by submitting proposed changes in writing to Provider. Within 14 days of receiving Customer’s request, Provider will provide Customer with a proposed change order. A change order will set forth, at a minimum, (i) a written description of the changes to the Statement of Work, (ii) any changes to the services schedule, and (iii) any changes to the fee estimate. A change order will be binding only if signed by both parties, in which case it will be governed bythe terms and conditions of this Agreement. In the event of a conflict between a change order and a Statement of Work, the Statement of Work will prevail.

3.7 Cooperation. Customer shall cooperate with an assist Provider in performing Consulting Services. Among other things, Customer shall provide to Provider timely access to office accommodations, facilities, and equipment; complete and accurate information and data from its officers, agents, and employees; and suitably configured computer products. Customer’s failure to do so will relieve Provider of responsibility for any related deficiencies in its performance.

4. Customer Restrictions and Responsibilities

4.1 Compliance with Documentation and Laws/Representations and Warrants. Customer represents, covenants, and warrants that Customer will use the Services and any data of third parties only as contemplated by the Documentation and in compliance with all applicable laws and policies (including but not limited to laws, government regulations, Provider policies and any other applicable policies relating to intellectual property, employment, labor, spamming, spoofing, network security, privacy, obscenity or defamation).

4.2. Customer Equipment. Customer shall be responsible for selecting, obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking equipment, web servers, and long distance and local telephone service, but excluding the Software (collectively “Equipment”). Customer shall be responsible for ensuring that the Equipment is compatible with the Services and the Software and complies with the Documentation. Customer shall also be responsible for the security and use of the Equipment.

4.3 Customer Requirements. Customer shall be responsible for determining what Services, Software, and Consulting Services and support it requires.

5. Confidentiality and Publicity

5.1 Confidentiality Obligation. “Confidential Information” means all written or oral information designated as confidential at the time of disclosure that is made accessible to the other party in connection with this Agreement including, without limitation, computer programs, software, formulas, data, information, inventions, techniques, strategies, tradesecrets, know-how, plans for products or services, marketing plans, financial documents or data, processes and designs, Service passwords, and the terms, but not the existence of, this Agreement. Written Confidential Information must be marked as “confidential” or “proprietary.” Oral Confidential Information must be designated as confidential at the time of disclosure and reduced to a written summary and marked “confidential” or “proprietary” within 10 days of the oral disclosures. Each of the parties shall treat the other party’s Confidential Information confidentially and with at least the same degree of care it uses to prevent the disclosure of its own Confidential Information, but in no event less than reasonable care. In addition, each party shall use the Confidential Information of the other party solely in the performance of its obligations under this Agreement and not disclose it, except to authorized employees of the receiving party or its affiliates, its legal counsel and its accountants (provided that the receiving party contractually obligates them to a duty of confidentiality no less restrictive that the duty imposed by this section 5.1 and remains jointly and severally liable for any breach of confidentiality by them). Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of its Confidential Information. Upon expiration or termination of this Agreement, each party shall return all tangible copies of any Confidential Information received from the other party. To the extent that relevant federal or state laws or regulations may specify a higher level of confidentiality than set out in this Agreement with respect to certain forms of Confidential information, such higher standard shall govern as between the parties.

5.2 Exclusions. Confidential Information will not include information that the recipient can prove: (i) was generally available to the public at the time it was disclosed, (ii) was known to the recipient, without restriction, at the time of disclosure by the disclosing party, (iii) is disclosed with the prior written approval of the disclosing party, (iv) was independently obtained or developed by the recipient without any use of the Confidential Information, (v) becomes known to the recipient, without restriction, from a source other than the disclosing party who does not owe a duty of confidentiality to the disclosing party and obtained the information by lawful means, or (vi) is disclosed in response to an order or requirement of a court, administrative agency, or other governmental body, a subpoena, or by the rules of a securities market or exchange on which the disclosing party’s securities are traded (but only if (a) the recipient vigorously opposes the proposed disclosure and provides prompt advance notice to the disclosing party to enable it to appear and independently contest the disclosure, and (b) any Confidential Information so disclose will otherwise remain subject to the provisions of this section5). The burden of proof in establishing that any Confidential Information is subject to any of the foregoing exceptions will be borne by the receiving party.

5.3 Trademark License. Customer grants Provider a limited, nonexclusive, worldwide right and license during the Term to use the names, logos, and trademarks of Customer to publicize the existence of the business relationship established by this Agreement.

6. Payment of Fees

6.1 Fees. Customer shall pay Provider the fees for the Services as set forth on Exhibit A. Provider reserves the right to change the fees or applicable charges upon 30 days prior notice by e-mail or otherwise. Unless otherwise specified in Exhibit A. Customer shall pay the fees set forth in the invoice to Provider within 30 days of the invoice date.

6.2 Disputed Amounts. Provider need not provide any adjustments or credits to Customer for disputed amounts billed by Provider unless Customer provides written notice of the disputed amounts to Provider within 60 days after the invoice date on the first invoice in which the error or problem appeared. Customer must direct any notices required under this section 6.2 (and any related inquiries) to Provider’s customer support department.

6.3 Interest and Taxes. Unpaid fees are subject to a finance charge of [insert interest rate] percent per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection (including reasonable attorneys’ fees). Customer shall be responsible for taxes associated with the Services or Consulting Services other than for appropriate sales and use taxes.

7. Term and Termination

7.1 Term. Unless terminated earlier in accordance with section 7.2, the term of this Agreement will be [insert term] years. This Agreement may be renewed by mutual written agreement of the parties.

7.2 Termination. This Agreement may be terminated as follows:

(i) Customer may terminate this Agreement at any time by notifying Provider in writing and paying all undisputed fees for the Services for the reminder of the then-current term.

(ii) Either party may terminate this Agreement immediately by written notice if the other party materially breaches this Agreement and fails to cure its breach after receipt of written notice within (a) 15 days in the case of non-payment of any fees, or (b) 30 days in the case of all other breaches.

(iii) Either party may terminate this Agreement immediately by written notice of the other party (a) becomes insolvent, (b) makes an assignment for the benefit of creditors, (c) files or has filed against it a petition in bankruptcy or seeking reorganization, (d) has a receiver appointed, or (c) institutes a proceeding for liquidation or winding up. In the case of involuntary proceedings, a party will only be in breach if the applicable petition or proceeding has not been dismissed within 90 days.

7.3 Effect of Termination. Within 7 days of expiration or earlier termination of this Agreement, Customer shall pay to the Provider all undisputed fees for the Services up to and including the date of termination.

7.4 Survival. The provisions of section 2.3, 2.5, 2.6, 3.2, 3.3, 3.4, 4.1, 5.1, 5.2 and 6 through 12 will survive the expiration or earlier termination of this Agreement. Customer’s obligations under section 5 with respect to the Software and Services shall survive the expiration or earlier termination of this Agreement for a period of 2 years.

8. Proprietary Rights

8.1 Provider’s Proprietary Rights. Exclusive of Customer Information, Provider (or its third-party licensors, if applicable) will retain all rights, title, and interest in and to the Software, Services, and the Provider Information and all legally protectable elements or derivative works thereof. Provider may place copyright and/or proprietary notices, including hypertext links, within the Services. Customer may not alter or remove these notices without Provider’s written permission. Customer may not have the right to, and agrees not to, attempt to restrain Provider from using any skills or knowledge of a general nature acquired during the course of providing the Services, including information publicly known or available or that could reasonably be acquired in similar work performed for another Provider customer.

8.2 Customer’s Proprietary Rights. Customer will retain all rights, title and interest in and to the legally protectable elements of Customer Information and derivative worksthereof.

9. Indemnity

Customer will indemnify, defend, and hold Provider harmless from and against any and all costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from any claim, suit, action or proceeding brought by any third party against Provider arising out of or relating to Customer’s breach of its representations or warranties hereunder or its use of the Software and Services.

10. Warranty and Disclaimer

10.1 Limited Warranty for Services. Provider shall use reasonable commercial efforts consistent with prevailing industry standards to maintain the security of the Services and minimize errors and interruptions in the Services, provided that:

(i) Customer uses the Service and the Software strictly in accordance with the Documentation.

(ii) Customer pays all amounts due under this Agreement and is not in default of any provision of this Agreement.

(iii) Customer makes no changes (nor permits any changes to be made other than by or with the express approval of Provider) to the Software or Service.

In addition, Customer acknowledges that the Services may be temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or because of other causes beyond Provider’s reasonable control (including without limitation delays or other problems inherent in the user of the Internet and electronic communications services). Provider will not be liable to Customer as a result of these temporary service interruptions.

10.2 Limited Warranty for Consulting Services. Provider warrants to Customer that any Consulting Services will be performed in a manner consistent with generally accepted industry practices. In order to receive this warranty, Customer must report any deficiencies in the Consulting Services to Provider in writing within 90 days of completion of the services identified in a particular Statement of Work. Any deficiencies not reported within such 90 day period shall be deemed waived by Customer.

10.3 DISCLAIMER OR WARRANTIES FOR SERVICE AND SOFTWARE. NEITHER PROVIDER NOR ITS SUPPLIERS OR SERVICE PROVIDERS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SOFTWARE OR SERVICES. EXCEPT AS EXPRESSLY AND UNAMBIGUOUSLY PROVIDED IN SECTIONS 10.1 AND 10.2, THE SOFTWARE, SERVICE AND CONSULTING SERVICES ARE PROVIDED “AS IS” AND PROVIDER, ITS SUPPLIERS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT, SYSTEM INTEGRATION, ENJOYMENT AND NON INFRINGEMENT.

11. LIMITATION OF LIABILITY

11.1 EXCLUSION OF DAMAGES AND LIMITS OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, PROVIDER, ITS OFFICERS, EMPLOYEES, AFFILIATES, REPRESENTATIVES, CONTRACTORS, SUPPLIERS, PROVIDERS AND SERVICE PROVIDERS WILL NOT BE RESPONSIBLE UNDER ANY CONTRACT OR OTHER THEORY OF RECOVERY (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FOR ANY: (A) ERRORS OR INTERRUPTIONS OF USE, LOSSES, INACCURACY OR CORRUPTION OF DATA, OR COST OF PROCUREMENT FO SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, BUSINESS INTERRUPTIONS OR LOST OPPORTUNITIES; (B) INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) LOSSES CAUSED BY EVENTS BEYOND PROVIDER’S REASONABLE CONTROL (INCLUDING WITHOUT LIMITATION, THE DISCLOSURE OF CONFIDENTIAL OR OTHER CUSTOMER INFORMATION OR DATA); AND (D) AMOUNTS THAT, IN THE AGGREGATE, EXCEED THE FEES PAID BY CUSTOMER TO PROVIDER FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE FIRST ALLEGED ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY.

11.2 EXCLUSIVE REMEDY. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY SET FORTH IN SECTION 10.2 WILL BE TO HAVE PROVIDER MAKE A SECOND ATTEMPT TO PERFORM THE CONSULTING SERVICES. IF PROVIDER FAILS TO DO SO AS WARRANTED AFTER NOTICE AND A REASONABLE OPPORTUNITY TO PERFORM, CUSTOMER WILL BE ENTITLED TO RECOVER THE FEES PAID TO PROVIDER FOR THE DEFICIENT CONSULTING SERVICES. THE FOREGOING STATES PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE WARRANTY SET FORTH IN SECTION 10.2.

12. Miscellaneous

12.1 Audit Rights. Customer shall (i) promptly provide written notice to Provider if the number of users exceeds the maximum number permitted in Exhibit A (“Maximum Users”), and (ii) simultaneously pay Provider for any additional users. During normal business hours or at any time the Software or Service is being used, Provider or its authorized representatives may, upon reasonable advance notice, audit and inspect Customer’s use of the Software and Services and/or Customer’s compliance with this Agreement.

12.2 Assignment. This Agreement will be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns, provided that neither this Agreement nor any license hereunder may be assigned by Customer (whether by operation of law or otherwise) without Provider’s prior written consent. Notwithstanding the foregoing, Provider may assign all or any part of its rights and obligations under this Agreement to (a) any entity resulting from any merger, consolidation or other reorganization of Provider, (b) any operating entity controlling Provider, or owned or controlled, directly or indirectly, by Provider, (c) any affiliate of Provider, or (d) any purchase of all or substantially all of the Provider’s assets.

12.3 Force Majeure.Neither party may be held liable for any damages or penalty for delay in the performance of its obligations hereunder (other than Customer’s obligation to make payments under this Agreement) when the delay is due to the elements, acts of God or other causes beyond its reasonable control.

12.4 Arbitration. The parties agree that all disputes arising out of or relating to the formation, performance or alleged breach of this Agreement will be determined and settle by bind arbitration to take place exclusively in accordance with the commercial rules of the American Arbitration Association. Any award rendered shall be final and binding on the parties, and may be entered as a judgment by any court of competent jurisdiction. The prevailing party shall be entitled to recover its costs of arbitration (including reasonable attorney’s fees), which will be made a part of the arbitrator’s award. Notwithstanding the foregoing, in the event irreparable injury is shown, either party may obtain injunctive relief exclusively in the appropriate state or federal court in [insert location of court]. Any litigation between the parties, including litigation to enforce an arbitration award, will take place exclusively in the appropriate state or federal court in [insert location of court].

12.5 Severability. A determination that any provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of any other part of this Agreement. Similarly, a determination that any provision is invalid or unenforceable in one application will not affect the validity or enforceability of the same provision in other contexts. To the extent possible, this Agreement shall be construed to give meaning to every provision.

12.6 Waiver and Modification. A party’s waiver of any breach or its failure to enforce any term of this Agreement may not be deemed a waiver of any other breach or of its right to enforce the same term or others in the future. Any waiver, amendment, supplementation or other modification or supplementation of any provision of this Agreement will be effective only if in writing and signed by both parties.

12.7 Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws of the United States and the State of [insert state], without regard to or application of [insert state]’s conflicts of law rules. This Agreement will not be governed by the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of which are expressly excluded.

12.8 Notices. All notices required or permitted under this Agreement must be in writing, must reference this Agreement and will be deemed given: (i) when sent by facsimile with a confirmation page generated by the sending device; (ii) 5 businessdays after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) 1 working day after deposit with a commercial overnight carrier, with written verification of receipt. To be effective, a confirmation copy of a notice must be sent contemporaneously via U.S. mail. All communications must be sent to the contact information set forth below or to such other contact information as may be designated by a party by giving written notice to the other party pursuant to this section 12.8:

To Provider:

To Customer:

Attn: Legal Notices

Attn: Legal Notices

Phone: ____________________________

Phone: ____________________________

Fax: ______________________________

Fax: ______________________________

12.9 Relationship of Parties. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of legal association between the parties and each party is an independent contractor.

12.10 Attorney’s Fees. In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recovery its costs and attorneys’ fees.

12.11 Construction. This Agreement shall be deemed the joint work product of the parties and may not be construed against either party as drafter. Captions are for convenience only and may not be construed to define, limit or affect the construction or interpretation of this Agreement.

12.12 Entire Agreement. This Agreement including Exhibits and any order form or Statement of Work, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes and replaces all prior or contemporaneous written or oral statements, understandings or agreements. Except where otherwise set forth in the main body of this Agreement, in the event of a conflict between an Exhibit or Statement of Work and the main body of this Agreement, the terms of the main body of this Agreement will prevail.

Provider

Customer

By _________________________________

By _________________________________

Name ______________________________

Name ______________________________

Title _______________________________

Title _______________________________

Date _______________________________

Date _______________________________

Exhibit A

Services and Support Ordered by Customer

1. Name of Services Ordered by Customer

Service

Pricing

Quantity

Total Fees

2. Initiation Fee

$______, due and payable no later than 30 days after the Effective Date.

3. Support Fee

Initial Support Level Purchased (Check One):

? Standard Support

? Gold Support

Support Fee:

$______ for service through dd/mm/yyyy. Thereafter, support fees will be at Provider’s current rates. Provider’s support fees as of the Effective Date for the Services purchased by Customer are $______/ per calendar quarter, but are subject to change upon 30 days notice from Provider. Customer shall pay all support fees in advance, no less than 30 days prior to the first day of the calendar quarter for which the support services are purchased.

Change Fee for Downgrade in Support Level:

$______

4. Location

Customer shall be authorized to access the Services from the following locations: _____________________________________________________________________________.


Exhibit B

Support Terms and Conditions

Provider offers different levels of support services for which it charges different fees. Provider reserves the right to change the level or quality of support upon thirty (30) days written notice.

1. Support Provided

a. Support Hours. Provider will provide telephone consultation and advice to Customer and respond to e-mail and fax messages sent to Provider’s support department: (i) for standard support, between the hours of [insert hour] a.m. and [insert hour] p.m., Pacific Time, Monday through Friday, excluding holidays; and (ii) for gold support, between the hours of [insert hour] a.m. and [insert hour] p.m., Central Time, Monday through Saturday, excluding holidays.

b. Limitations. Customer acknowledges that Provider is under no obligation to support any hardware of software that is not part of the Service. Response times are based upon the severity level of Customer’s problem, as determined by Provider and described in Section 2 of this Exhibit B.

2. Service Guidelines

a. Problems Classification. Provider will assign a severity level to each problem reported by Customer, based on the Problem Classification Table below. Severity 3 will be the default severity level, unless otherwise specified by Provider’s support personnel. Severity levels are defined as follows:

Problem
Classification

Criteria

Severity 1 (Critical)

The Service is completely unavailable or unusable. The problem affects time-critical applications, without which Customer cannot conduct business. No known work-around is currently available.

Severity 2 (Serious)

The Service is significantly impaired. Customer cannot conduct its integral business. No known work-around is currently available.

Severity 3 (Degraded)

The Service is not functioning in accordance with its specifications. Integral business processes of Customer, however, have not been interrupted.

Severity 4 (Minimal)

The Service problems have little or no impact on Customer’s daily business process.

b. Error Reporting and Responses. For all (i) e-mail and fax support and (ii) Customer problems which cannot be resolved in an initial telephone support conversation, Customer must provide Provider with a reasonably detailed description of the problem by e-mail or fax. Provider will take the following steps, in accordance with the Response Expectation Tables below:

Step 1 – Provider will acknowledge Customer’s problem and begin collecting additional information from Customer.

Step 2 – Provider will actively address the problem during support hours (as specified above) and provide a temporary patch, correction, or workaround as soon as reasonably possible.

Step 3 – Provider will provide a permanent solution in the form of a tested permanent patch or a complete new release of the applicable software.

Customer must provide Provider with contact information for employees who will be available outside of Customer’s normal business hours if any support will be provided at such times.

Provider will use reasonable efforts to respond to Customer’s support problems during the response times indicated in the Response Expectation Table. In most cases, Provider will respond as follows:

Response Expectation Table (Standard Support)

Severity

Step 1

Step 2

Step 3

1
(Critical)

4 support hours

Immediate and continuing effort during support hours

Within 60 calendar days

2
(Serious)

8 support hours

1 to 5 business days

Within 90 calendar days

3
(Degraded)

16 support hours

Within 10 business days

Next scheduled release of software

4
(Minimal)

24 support hours

Worked on a time available basis

If Provider determines this step to be necessary

Response Expectation Table (Gold Support)

Severity

Step 1

Step 2

Step 3

1
(Critical)

2 support hours

Immediate and continuing effort 24 hours a day

Within 30 calendar days

2
(Serious)

4 support hours

2 business days

Within 45 calendar days

3
(Degraded)

8 support hours

Within 5 business days

Next scheduled release of software

4
(Minimal)

16 support hours

Worked on a time available basis

If Provider determines this step to be necessary

c. Escalation Process. If the Provider support representative on duty at the time Customer reports a problem cannot correct any level 1 to 3 problem or implement a plan of resolution within the time set forth in the Escalation Table below, (s)he will notify support management, which will do so. At each state in the Escalation Table below, Customer shall make available to Provider a Customer contact at an equivalent management level, who has the authority to make decisions about alternative approaches for resolving Customer’s problem. In addition, for level 1 problems, Customer shall make available to Provider a Customer contact who will be continuously available to assist Provider’s support personnel with data gathering, testing, applying fixes. Upon Provider’s request, Customer shall provide access to its computing environment if Provider cannot duplicate Customer’s problem in-house.

Provider will make reasonable efforts to notify its support management, according to the following schedule:

Escalation Table

Elapsed Time

Severity 1
(Critical)

Severity 2
(Serious)

Severity 3
(Degraded Operations)

Immediately

Support Group Leader

2 hours

Support Manager

4 hours

Support Director

Support Group Leader

8 hours

16 hours

VP of Development

Support Manager

24 hours

Support Group Leader

48 hours

Support Director

72 hours

CEO

VP of Development

Support Manager

Elapsed Time represents the number of support hours (not clock hours) that have passed since the problem was reported by Customer.

Exhibit C

Consulting Services Order Form

This Order is entered into as of the ___ day of _________, 20___, between ____________________ (“Customer”) and ____________________ (“Provider”).

Whereas, Customer and Provider executed a Master Agreement having an Effective Date of __________ (“Agreement”), for the acquisition of computer products and/or related services from Provider by Customer.

Now, therefore, in consideration of the mutual covenants, agreements, and conditions contained herein, Customer and Provider agree as follows:

1. Products/Services:

QTY

TYPE

PRICE/
LICENSE FEE

ANNUAL MAINT/
SUPPORT CHARGE

DELIVERY/SERVICES DATE

INSTALL DATE

2. Location:

The equipment/software/services shall be delivered/installed/performed at the following location:

Ship to:

Bill to:

Attn: ____________________________

Attn: ____________________________

3. Technical Personnel:

All technical personnel contracted to Customer by Provider that are deemed by Customer to be unsatisfactory for any reason will be immediately removed by Provider. Provider shall notify Customer, within 24 hours, of either a removal or discontinuance, whether and when a suitable replacement will be provided, or whether Provider will be unable to provide a suitable replacement. Customer, in its sole discretion, shall have the right to accept or reject any replacement personnel offered by Provider. Customer shall provide on-site technical personnel with adequate work space, and necessary clerical services and incidental supplies at no cost to Provider.

4. Order Termination by Customer:

Customer may terminate any Services pursuant to this Order, with or without cause, by giving 30 days prior written notice to Provider.

Customer

Provider

By _________________________________

By _________________________________

Name ______________________________

Name ______________________________

Title _______________________________

Title _______________________________

Date _______________________________

Date _______________________________