MASTER SOFTWARE LICENSE AGREEMENT
Idera, Inc.
4001 W. Parmer Lane
Suite 125
Austin, Texas 78727
BY PROCEEDING TO DOWNLOAD, INSTALL OR USE THE SOFTWARE IN WHICH THIS AGREEMENT IS ELECTRONICALLY EMBEDDED OR BY
OBTAINING A LICENSE KEY FOR THIS SOFTWARE, YOU HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY THE FOLLOWING TERMS
AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN CLICK “DO NOT ACCEPT,” DO NOT INSTALL OR
USE THE SOFTWARE AND DELETE THE SOFTWARE FROM YOUR COMPUTER SYSTEM. BY INSTALLING OR USING THE SOFTWARE OR BY
CLICKING ON “ACCEPT” YOU ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF AND YOUR EMPLOYER YOU HAVE READ THISSOFTWARE LICENSE AGREEMENT CAREFULLY, THAT YOU AND YOUR EMPLOYER AGREE TO BE BOUND BY THIS AGREEMENT AND THATIF APPLICABLE YOUR EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF THIS AGREEMENT WHICH MAY BE APPLICABLETO YOU. THIS AGREEMENT, SHALL GOVERN YOUR INSTALLATION AND USE OF THE SOFTWARE IN WHICH THIS AGREEMENT IS
ELECTRONICALLY EMBEDDED. IDERA URGES YOU TO CAREFULLY READ THIS AGREEMENT AND ASSESS YOUR USE OF THE SOFTWAREPRIOR TO INSTALLING OR USING THE SOFTWARE OR MAKING ANY DECISION TO USE OR PURCHASE IT.
THIS MASTER SOFTWARE LICENSE AGREEMENT, is dated as of the date of, in the case of any Evaluation Software (as defined in Section 16 below),the date of Customer’s acquisition of a License Key, or in the case of any purchase of a license for use of the Licensed Software (as defined below), thedate of the Order Form (as defined below) pursuant to which such license is purchased, is between Idera, Inc., a Delaware corporation (“Idera”), and, inthe case of any Evaluation Software, the customer to whom temporary Licenses Keys are delivered or, in the case of any purchase of a license for use of
the Licensed Software, the customer set forth on the order form pursuant to which such license is purchased (in each case, herein “Customer”), and sets
forth the terms and conditions whereby Idera agrees to provide to Customer and Customer agrees to acquire from Idera one or more licenses to use
certain software and documentation and maintenance services related thereto, owned or licensed by Idera or a subsidiary of Idera. Each individual licenseunder this Agreement will be defined in an Order Form (as defined below). Each Order Form shall be executed separately and, when so executed by bothparties and delivered to Idera, shall constitute and be construed as a separate agreement consisting of the terms and conditions contained in such Order
Form together with the terms of this Agreement. To the extent any terms or conditions contained in an Order Form conflict with the terms or conditions
contained in this Agreement, the terms and conditions of such Order Form shall supersede only those conflicting terms or conditions contained in thisAgreement and only to the minimum extent necessary to harmonize the terms in such Order Form with the terms contained herein. This Agreement
specifically supersedes and replaces the terms and conditions of all prior agreements between Idera and Customer relating to the software licensed
hereunder, including, but not limited to, any shrink-wrap agreements, click-wrap agreements or any demo or trial agreements which may accompany orare embedded in Idera’s products or which have been previously in force between the parties. All Exhibits, Schedules, Annexes, Order Forms referred toherein are hereby incorporated into this Agreement by this reference and made a part hereof. If Customer is evaluating Evaluation Software (as definedin Section 16 below), then only the terms and conditions of Section 16 below (including those Sections of this Agreement incorporated therein by reference)
will govern Customer’s temporary use of such Evaluation Software (and no other terms of this Agreement shall apply to Customer or govern Customer’s
use of Evaluation Software) and upon purchase of a commercial license for such Evaluation Software, this entire Agreement, exclusive of Section 16, shallapply to Customer and govern all use of the Licensed Material (as defined below). In consideration of the mutual promises and agreements contained
herein, the parties hereto also agree as follows:

1.

GENERAL TERMS AND CONDITIONS
disclosure by the disclosing party, (ii) to have become part of the
public domain through no fault or breach of this Agreement by
Definitions –the recipient, (iii) to have been disclosed to the recipient in good(a) “Agreement” means this master software license agreement,
faith by a third party who is not under any obligation of
together with all exhibits, schedules, annexes and Order Forms
confidence or secrecy to the disclosing party at the time suchmade a part hereof in accordance with the terms of thisthird party discloses the information to the recipient or (iv) toAgreement and all amendments, modifications, supplements
have been compelled to be produced by a court of competentand alterations thereto effected in accordance with the terms ofjurisdiction, provided that the recipient shall first give notice tothis Agreement.
the disclosing party of any such request or order of the court togive the disclosing party an opportunity to contest or limit said(b) “Americas Territory” means those geographical areas foundrequest or order of the court.
within the boundaries of North America and South America (butexcluding Cuba).
(f) "CPU" means the logic circuitry that responds to and processes(c)“Asia Pacific Territory” or “AsiaPac Territory” means thosegeographical areas found within the boundaries of Asia andAustralia/Pacific (but excluding North Korea).

(d)"CLU" means (i) with respect to non-virtual environments, one(1) physical CPU Unit as calculated pursuant to Section 2(c)below; and (ii) with respect to virtual environments, up to four (4)virtual CPUs allocated to a virtual machine as calculated
pursuant to Section 2(c) below.

(e)the instructions that run a computer and/or that access or runs
the Licensed Software and each CPU may be comprised ofmultiple processing cores, each of which may be configured toindependently act as an individual CPU and shall, when so
configured, be deemed a separate CPU under this definition for
purposes of this Agreement.

“Confidential Information” means all technical and non-technicalinformation in both tangible and intangible form, including, but
not limited to, product design information, software code,technical information, customer information, discounting, costand pricing information, financial information and the results
derived from or methodology employed by Customer in
conducting any benchmark testing of the Licensed Software;
provided that the term “Confidential Information” shall notinclude information which the recipient can show by reasonable
proof (i) to have been known by the recipient prior to the time of
-1-

(g)

“Error” means any error, defect or omission that (i) is discoveredin the Licensed Software, (ii) is reproducible and (iii) prevents its
operation substantially in accordance with the Licensed
Documentation.

(h)“Europe, Middle East and Africa Territory” or “EMEA Territory”
means those geographical areas found within the boundaries ofEurope, Middle East and Africa, including countries in the former
Soviet Union (but excluding Syria, Iran and Sudan).

(i)“Licensed Country” means, with respect to any Single Seat
License, Workstation License, Concurrent Users License,
Network Named User License, Named User License or CPU
License, the country designated in the applicable Order Form or,
OFFICIAL Master SLA Ver. 050124ns

in the absence of such designation, the country listed in such
Order Form as the “ship to” address; provided that in the case ofa country within the European Union, the “Licensed Country”
shall be the European Union.
(j)“Licensed Documentation” means the published user manuals
that Idera makes generally available for the Licensed Software.

(k)“Licensed Material” means the Licensed Software and theLicensed Documentation.

(l)“Licensed Software” means the machine-readable object code
version of (i) the software specified on each Order Form,
whether embedded on disc, tape, internet download site or othermedia and (ii) all Updates for the Licensed Software that
Customer is entitled to receive in connection with its receipt ofMaintenance Services pursuant to Section 4 of this Agreement.

remain primarily liable for all acts and omissions by such third
parties.
(b)(m) “Maintenance Services” means the technical support services
provided by Idera pursuant to Section 4 hereof.
(n)“Maintenance Term” means the period of time for which
Customer has purchased Maintenance Services, as evidenced
by the Order Form delivered by Customer in connection
therewith, together with all renewals effected in accordance with
Section 4 of this Agreement.

(o)“Monitored Element” or “Monitored Device” means a physicalserver, virtual server, network device or any system or device
with an IP address.

(p)

(q)

(r)

2.

License Usage and Restrictions – Customer acknowledges
and agrees that, as between Customer and Idera, Idera or its
subsidiaries owns and shall continue to own all right, title, andinterest in and to the License Material, including associatedintellectual property rights under copyright, trade secret, patent,
or trademark laws. This Agreement does not grant Customer any
ownership interest in or to the Licensed Material, but only alimited right and license to use the Licensed Materials inaccordance with the terms of this Agreement and eachapplicable Order Form. Customer further acknowledges andagrees that the licenses granted hereunder and the restrictions
applicable to Customer’s installation and use of the License
Software will vary according to the type of Licensed Softwarepurchased by Customer and the type of license purchased by
Customer. One or more of the restrictions set forth in this Section
2 may apply to the Licensed Software depending upon the typeof licensed purchased and the terms contained in the applicable
Order Form relating to the Licensed Software. Customer is
encouraged to carefully review all terms and restrictions
contained in this Section 2 and each Order Form. Customer
hereby agrees to the following license restrictions and conditions
applicable to the Licensed Software as set forth in the Order
Forms delivered by Customer under this Agreement:(i)“Order Form” means (i) Idera’s standard price quote, purchaseorder, order form or purchase confirmation, as such document
may be amended, supplemented or modified from time to timein accordance with this Agreement or (ii) any other non-Idera
price quote, purchase order, order form or purchase confirmationdelivered by Customer to Idera but solely to the extent permitted
by and delivered in accordance with Section 15.

For all Licensed Software made generally available by
Idera on a “per-instance” basis and licensed
hereunder by Customer on a “per-instance” basis,
Customer may install, operate and use such Licensed
Software on one (1) instance per license purchased
by Customer;(ii)“Territory” means, with respect to a Concurrent User License,
the geographical area in which the Licensed Software may beaccessed and used, which geographical area may be any one,and only one, of the following three geographic areas: Americas
Territory, the EMEA Territory or the AsiaPac Territory, as
specified pursuant to Section 2(a) below.

For all Licensed Software made generally available by
Idera on a “per-database” basis and licensed
hereunder by Customer on a “per-database” basis,
Customer may install, operate and use such Licensed
Software on one (1) database per license purchased
by Customer;(iii)“Update” means any revision, enhancement, improvement or
modification to or programming fix for the Licensed Software or
Licensed Documentation which Idera makes generally available,
incorporates into and makes a part of the Licensed Software or
Licensed Documentation and does not separately price ormarket.

For all Licensed Software made generally available by
Idera on a “per-server” basis and licensed hereunderby Customer on a “per-server” basis, Customer may
install, operate and use such Licensed Software onone (1) physical or one (1) virtual server per licensepurchased by Customer;(iv)

For all Licensed Software made generally available by
Idera on a “per-user” or “per-seat” basis and licensed
hereunder by Customer on a “per-user” or “per-seat”
basis, Customer may install and operate such
Licensed Software on any number of physical servers
or virtual servers or install and use any number of
instances of the Licensed Software but Customer
shall not access and use such Licensed Software bymore than one (1) user per license purchased by
Customer;(v)

For all Licensed Software made generally available by
Idera on a “per-Monitored Element” or “per-Monitored
Device” basis and licensed hereunder by Customer ona “per-Monitored Element” or “per-Monitored Device”
basis, Customer may install, operate and use such
Licensed Software to monitor one (1) Monitored
Element or Monitored Device per license purchased
by Customer;(vi)

For all Licensed Software expressly specified in an
Order Form as a “Site-License,” Customer may install,
operate and use the Licensed Software on any
number of instances, CPUs, seats, workstations,
physical servers or virtual servers physically locatedat the building or computing facilities specified in the

LICENSE –(a)

Use – Subject to the terms and conditions of this Agreement,
including, but not limited to the applicable licensing restrictions
set forth in Section 2(b) below, and subject further to Customer’s
full compliance herewith and according to the scope, time period
and other terms indicated on the applicable Order Formdelivered in connection with this Agreement, Idera hereby grants
Customer and Customer hereby accepts from Idera, a perpetual,
non-exclusive and non-transferable right and license to install
the Licensed Software on computer hardware that is owned or
operated by or on behalf of Customer, to access and use theLicensed Material in accordance with the applicable restrictions
and conditions contained in this Agreement and to copy the
Licensed Material as permitted by this Agreement. Customer’s
right to use the Licensed Material shall extend to use by third
parties under a written agreement with Customer to provide
outsourcing services for Customer's own internal business
operations; provided, that (i) such third parties have agreed toabide by the terms of this Agreement and (ii) Customer shall-2-

OFFICIAL Master SLA Ver. 050124ns

Order Form by address as the site and may do so withany number of users or seats;(vii)

For all Licensed Software expressly specified in an
Order Form as an “Enterprise-License,” Customer
may install, operate and use the Licensed Software on
any number of instances, CPUs, physical servers or
virtual servers and may do so with any number ofusers or seats; provided, that periodically upon Idera’s
written request Customer shall provide Idera with awritten report evidencing actual installation and usageof the License Software and pay for all excess license
usage in accordance with the terms of Idera’s
standard true-up addendum (the terms of which areincorporated herein by reference upon Customer
purchasing such enterprise license);(viii)For all Licensed Software made generally available by
Idera on a “per-CLU” basis and licensed hereunder by
Customer on a “per-CLU” basis (each, a “CLU
License”), Customer may install, operate and use
such Licensed Software on one (1) CLU per licensepurchased by Customer and the additional terms andconditions set forth in Section 2(c) below shall apply;(ix)

For all Licensed Software made generally available by
Idera on a “single seat” or “workstation” basis andlicensed hereunder by Customer on a “single seat” or“workstation” basis (a “Single Seat License” or“Workstation License”), Customer may install andoperate such Licensed Software on one (1) computerfor use by one (1) end user within the Licensed
Country;(x)

For all Licensed Software made generally available by
Idera on a “concurrent users” basis (each, a“Concurrent License”) and licensed hereunder by
Customer as a Concurrent License, Customer may
install and operate such Licensed Software on a
network within the Licensed Country to be usedconcurrently on different computers by up to theauthorized number of users for which Customer has
purchased a license, provided that the Licensed
Software is accessed and used only in the Territory;(xi)

For all Licensed Software made generally available by
Idera on a “network named user” or “named user”
basis and licensed hereunder by Customer on a
“network named user” or “named user” basis (a“Network Named User License” or “Named User
License”), Customer may install and operate such
Licensed Software on one or more computers anddesignate one (1) person in Customer’s organization(the "Named User") who shall have the right to use theLicensed Software within the Licensed Country,
provided that only the Named User uses the Licensed
Software;(xii)(xiii)

reapportioned to different users up to the total numberof license purchased;(xiv)

Customer may not mix and match or use ER/Studio
Team Edition licenses with ER/Studio Enterpriselicenses or other ER/Studio editions which canconnect to the repository applicable to ER/Studio; and(xv)

Customer shall not connect non-Team Edition of
ER/Studio, such as ER/Studio Enterprise, to the Team
Edition repository applicable to ER/Studio and if
Customer has purchased a license for ER/Studio
Team Edition, Customer must upgrade all existing
ER/Studio licenses having repository connectivity to
ER/Studio Team Edition.

For any Licensed Software that is restricted by a Licensed
Country or Territory, temporary usage of such Licensed
Software by a user outside the Licensed Country or Territory is
permitted while such user is traveling provided that all suchusage does not exceed thirty (30) days in any twelve-month
period. In no event shall Customer install, operate, use oraccess the Licensed Software in contravention of the foregoing
restrictions applicable to the Licensed Software or any otherrestrictions contained in this Agreement.
(c)Additional Terms Governing CLU Licenses – The following
additional terms and conditions contained in this Section 2(c)shall apply to all Licensed Software licensed to Customer by
Idera on a per-CLU basis.
(i) In non-virtual environments, the total physical CPUs eachrequiring an individual CLU License is calculated as the sum of(A) the number of licensed physical CPU sockets on the system
motherboard that are populated with physical CPUs, each ofwhich may have up to four (4) cores without requiring an
additional CLU License in respect of Excess Cores (as defined
below) as provided in clause (B) below (such initial four cores,
the “Base Cores”), and (B) the sum of all Excess Cores
calculated in accordance with this Section 2(c)(i). The term
“Excess Cores” means, with respect to each physical CPU
populated in a socket, the quotient of the aggregate number of
all additional cores in excess of the Base Cores for such CPU
divided by four (4) and rounded up to the nearest whole number.
For example, if there is a two-socket server with each physicalCPU socket populated with an eight-core processor, four (4)Physical CPU Units are counted (two in respect of the physicalCPUs and two in respect of the cores in excess of the Base
Cores per CPU) and four (4) CLU Licenses for the Licensed
Software are required. If there is a two-socket server with eachphysical CPU socket populated with a six-core processor, four(4) Physical CPU Units are counted (two in respect of thephysical CPUs and two in respect of the cores in excess of theBase Cores per CPU) and four (4) CLU Licenses for the
Licensed Software are required.
(ii) In virtual environments, a virtual CPU requiring an
individual CLU License is defined as up to four (4) virtual CPUs
allocated to a virtual machine. For example, if four (4) virtual
CPUs are allocated to a virtual machine, four (4) Virtual CPU
Units are counted and one (1) CLU License for the Licensed
Software is required. If seven (7) virtual CPUs are allocated to a
virtual machine, seven (7) virtual CPUs are counted and two (2)CLU Licenses for the Licensed Software are required.

For all Licensed Software made generally available by
Idera on a “CPU” basis and licensed hereunder by
Customer on a “CPU” basis (a “CPU License”),
Customer may install and operate such Licensed
Software on any number of computers within the
Licensed Country, provided that at no time may the
Licensed Software be used to monitor more than theauthorized number of CPUs for which Customer has
purchased a license;(d)

If Customer has purchased a license for ER/Studio
Team Server or ER/Studio Portal, such license is an
exclusive connection license and may only be
installed on Customer’s computers up to the total
number of licenses purchased to connect to a single
server; provided, that such licenses may be-3-Copies & Disaster Recovery – Customer may make areasonable number of back-up archival copies of the Licensed
Software. In the event of any outage that results in the complete
failure of the computer system upon which Customer has
installed the Licensed Software, Customer’s right to use theLicensed Software shall include, during the pendency of suchoutage, the temporary right to use the Licensed Software in a
replacement computing environment substantially similar to theoriginal computing environment upon which the Licensed
OFFICIAL Master SLA Ver. 050124ns

Software was installed immediately prior to such outage.
Customer shall reproduce all confidentiality and proprietary
notices on each of the copies permitted hereunder and maintainan accurate record of the location of each of the copies.
Customer shall not otherwise copy or duplicate the Licensed
Material. Customer shall not reverse engineer, disassemble,
translate, modify, adapt, or decompile the Licensed Material orapply any procedure or process to the Licensed Material in order
to ascertain, derive, and/or appropriate the source code orsource listings for the Licensed Software or any trade secret orother proprietary information contained in the Licensed
Software.

3.

(e)

Maintenance Optional – Customer’s right to use the Licensed
Software shall survive any election by Customer to terminate or
not renew Maintenance Services from Idera.

(f)Other Services – All licenses and Maintenance Services
purchased by Customer in respect of the Licensed Material shallbe governed by this Agreement, together with the applicable
Order Forms delivered hereunder. Unless otherwise agreed by
the parties in writing, all other services purchased by Customer
in respect of the Licensed Software, if any, including
implementation services, training services and professional
services (collectively, “Ancillary Services”), shall be governedsolely by a separate written mutually acceptable services
agreement entered into by the parties or, in the absence of suchagreement, Idera’s standard professional services agreement,
and acceptance of the Licensed Material shall not be contingent
upon Customer’s acceptance of any such Ancillary Services.

Licensed Software during each Maintenance Term.
Maintenance Services includes problem determinations,reasonable problem resolutions, provisioning of software
program temporary fixes and new releases. Maintenance
Services shall also include the additional Maintenance Service
terms expressly set forth in writing in the applicable Order Formdelivered by Customer, which are hereby incorporated herein byreference. Maintenance Services shall entitle Customer toreceive, at no additional cost, all Updates.

Delivery – All Licensed Material shall be delivered by Idera to
Customer via electronic delivery using a secure internet
download site. Ownership of all licenses purchased hereunderand risk of loss for the related Licensed Materials shall bedeemed to have passed to Customer once Idera has made theLicensed Material available for download by Customer, notified
Customer of the availability of the Licensed Material for
download and provided Customer with License Keys necessary
for the installation and operation of the Licensed Software.

(b)

Payment – Upon delivery of an Order Form by Customer, Idera
shall deliver an invoice to Customer specifying the license feesand Maintenance Services fees payable pursuant to such Order
Form. Customer shall pay all license fees and Maintenance
Services fees specified therein within thirty (30) days of
Customer’s receipt of such invoice. All fees payable by
Customer in respect of such Ancillary Services may beseparately invoiced.
Customer’s payment obligation withrespect to all license fees and Maintenance Services fees owing
hereunder shall be independent of the provision of Ancillary
Services, whether or not such Ancillary Services are separately
invoiced. Any late payment of any amount owing hereundershall accrue interest at a rate equal to the lesser of (i) 15% perannum and (ii) the maximum rate permitted by law.

(c)

6.

Taxes – All payments referred to in this Agreement are exclusiveof value added tax, sales tax and any other applicable taxes,
duties or imposts which (with the exception only of those basedon Idera’s income) shall also be payable by Customer inaccordance with applicable law.

4.
MAINTENANCE – Idera does not warrant that the Licensed
Software will operate error-free or may be used error-free. Upon
Customer’s payment of the Maintenance Services fees associated with theMaintenance Term purchased by Customer for the Licensed Software
specified in an Order Form, Idera shall provide Maintenance Services inaccordance with this Section 4 and in accordance with any additional
Maintenance Services terms specified in such Order Form.
(a)

Additional Maintenance Term – Upon expiration of each
Maintenance Term, Maintenance Services shall automaticallyrenew for an additional 12-month Maintenance Term and Idera
will invoice Customer unless Idera or its authorized
representative is notified by Customer in writing at least sixty(60) days prior to the expiration of the current Maintenance Termthat Customer will not purchase Maintenance Services foranother Maintenance Term.

(c)

Reinstatement – If Customer terminates Maintenance Services
or elects not to renew Maintenance Services, Customer may, at
its option, purchase Maintenance Services within one year ofsuch termination or non-renewal by providing notice to Idera andmaking payment of Idera’s then-current list maintenance fees forthe upcoming 365-day period plus an amount equal to 1.5 times
the Maintenance Services fees that would have accrued during
the period subsequent to such termination or non-renewal, had
Customer not terminated or elected not to renew Maintenance
Services.

5.
PROPRIETARY RIGHTS – Customer shall not acquire, by virtue of
this Agreement, any right or license other than as expressly provided
herein. Customer shall not reproduce the Licensed Material or otherconfidential or proprietary information of Idera, except as provided in thisAgreement. All proprietary rights in and to the Licensed Material and all
Evaluation Software (as defined in Section 16 below), all derivatives,translations, modifications, adaptations, improvements, enhancements ordevelopments thereof and all confidential or proprietary information of
Idera, including without limitation, all rights under and with respect topatents, copyrights, trademarks and rights under the trade secret laws of
any jurisdiction shall remain the sole property of Idera or its applicable
licensor, whether recognized by or perfected under applicable local law.
Customer shall promptly notify Idera of any infringement of Idera’s
proprietary rights of which it becomes aware.

DELIVERY AND PAYMENT TERMS –
(a)

(b)

Maintenance Agreement – Idera or its authorized
representative will provide Maintenance Services for the-4-

LIMITED WARRANTIES(a)

Warranty – Idera warrants to Customer that during the first thirty(30) days after purchase of the Licensed Software (the“Warranty Period”) such Licensed Software will perform
substantially as described in the accompanying Licensed
Documentation. Idera does not warrant that (i) the Licensed
Software will satisfy or may be customized to satisfy any of
Customer's requirements or any other particular use or (ii) theuse of the Licensed Software will be uninterrupted or error-free.
Laws from time to time in force may imply warranties that cannot
be excluded or can only be excluded to a limited extent. This
Agreement shall be read and construed subject to any suchstatutory provisions.

(b)Remedies – If (i) at any time during a Maintenance Term, theLicensed Software contains Errors which make the Licensed
Software unable to perform substantially as described in theaccompanying Licensed Documentation or (ii) during theWarranty Period, Idera breaches the warranty set forth in clause(a) above, then Customer shall promptly notify Idera of such
Error or breach and Idera shall (A) use all commerciallyreasonable efforts to correct such Error or breach within thirty(30) days of notification or (B) provide Customer within thirty (30)days of notification with a plan acceptable to Customer forcorrecting such Error or breach. If such Error or breach is notcorrected or if an acceptable plan for correcting such Error or
breach is not established within such thirty (30) day period, Idera
OFFICIAL Master SLA Ver. 050124ns

MATERIALS, INTERRUPTION IN USE OR AVAILABILITY OF DATA,STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS),ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY,
BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL
PROPERTY RIGHT, MISREPRESENTATION, NEGLIGENCE, STRICTLIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OFPERSONAL INJURY WHERE AND TO THE EXTENT THATAPPLICABLE LAW REQUIRES SUCH LIABILITY. IN NO EVENT WILL
THE AGGREGATE LIABILITY INCURRED IN ANY ACTION OR
PROCEEDING BY IDERA OR ITS AUTHORIZED REPRESENTATIVE
EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER FOR
THE SPECIFIC LICENSED SOFTWARE THAT DIRECTLY CAUSEDTHE DAMAGE.

shall replace the defective Licensed Software or, if notpracticable, accept the return of the defective Licensed Softwareand refund to Customer the amount paid for the defective
Licensed Software, less depreciation based on a 3-year straightline schedule. Idera’s obligations under this Section 6(b) shall be
waived in the event such Error or breach is due to (I) any defectin or misconfiguration of the computer hardware upon which the
Licensed Software is installed, (II) improper handling or use of
the software media by Customer, or (III) an unauthorizedalteration, revision or configuration of the Licensed Software or
to Customer’s computer system by Customer or its employees.
Customer acknowledges that this Section 6(b) sets forth
Customer's sole and exclusive remedy, and Idera's and its
authorized representatives’ sole and exclusive liability, for any
breach of warranty, Error or failure of the Licensed Software tofunction properly.
(c)

7.

9.

(a)

Disclaimer – EXCEPT AS EXPRESSLY PROVIDED IN THISAGREEMENT, ALL WARRANTIES, REPRESENTATIONS,INDEMNITIES AND GUARANTEES WITH RESPECT TO THE
LICENSED MATERIAL, WHETHER EXPRESS OR IMPLIED,ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTENSTATEMENTS BY IDERA OR ITS AUTHORIZEDREPRESENTATIVES OR OTHERWISE (INCLUDING, BUT
NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBYOVERRIDDEN AND DISCLAIMED.

INDEMNITY(a)

Indemnity – Subject to this Section 7 and Section 8 below, Idera
agrees to indemnify, defend and hold harmless Customer fromand against all claims, damages, losses, liabilities and expenses(including, but not limited to, reasonable attorneys’ fees) arisingout of any claim by a third party asserting that the Licensed
Material or any of Customer’s use thereof, infringes upon any
third party's patent, copyright or trademark, provided that (i)Customer promptly notifies Idera in writing no later than thirty(30) days after Customer’s notice of any potential claim, (ii)
Customer permits Idera to defend, compromise or settle theclaim, and provided further that no settlement intended to bind
Customer shall be made without Customer’s prior written
authorization and (iii) Customer gives Idera all available
information, reasonable assistance, and authority to enable
Idera to do so.

(b)

Alternative Remedy – If a claim described in Paragraph 7(a)may or has been asserted, Customer will permit Idera, at Idera's
option and expense, to (i) procure the right to continue using the
Licensed Material, (ii) replace or modify the Licensed Material toeliminate the infringement while providing functionally equivalent
performance or (iii) accept the return of the Licensed Material
and refund to Customer the amount actually paid to Idera or its
authorized representative for such Licensed Material, lessdepreciation based on a 3-year straight-line depreciation
schedule.

(c)

CONFIDENTIALITY
Confidentiality. – Customer acknowledges that the Licensed
Materials incorporate confidential and proprietary information
developed or acquired by or licensed to Idera and that all resultsof testing of the Licensed Software, whether performed by
Customer or another third party, are confidential. In no event will
Customer publish or disclose the results of any testing or
performance specifications of the Licensed Software without
Idera’s express prior written consent. A party that receives
Confidential Information (the “Receiving Party”) from the otherparty (the “Disclosing Party”) shall not: (i) export or re-export(within the meaning of US laws or other export control laws or
regulations) any Confidential Information, except in strict
compliance with US laws; (ii) reverse engineer any Confidential
Information; or (iii) disclose or make available the Disclosing
Party’s Confidential Information to any of the Receiving Party’s
employees, agents, contractors or consultants or to any third
parties, except those that have agreed in writing to be bound byterms and conditions substantially similar to, and no lessrestrictive with respect to limitations on use and disclosure, thanthose contained in this Agreement and each of which have a“need to know” in order to carry out the purposes set forth in thisAgreement. Each party shall take all reasonable precautions
necessary to safeguard the confidentiality of all Confidential
Information disclosed by the other party, including thoseprecautions (A) taken by the disclosing party to protect its own
Confidential Information and (B) which the disclosing party or its
authorized representative may reasonably request from time totime. Neither party shall allow the removal or defacement of any
confidentiality or proprietary notice placed on the Confidential
Information disclosed by the disclosing party. The placement of
copyright notices on Confidential Information shall not constitutepublication or otherwise impair their confidential nature of suchinformation.

(b) Disclosure – If an unauthorized use or disclosure of thedisclosing party’s Confidential Information occurs within therecipient party’s enterprise, the recipient party will immediately
notify the disclosing party or its authorized representative andtake, at recipient party’s expense, all steps which may beavailable to recover such Confidential Information and to prevent
its subsequent unauthorized use or dissemination.

Limitation – Idera shall have no indemnity obligation to
Customer hereunder if the violation or infringement claim resultsfrom (i) a correction or modification of the Licensed Material notprovided by Idera or its authorized representative, (ii) the failure
to promptly install an Update, (iii) the combination of theLicensed Software with other non-Idera software and (iv)continuing the allegedly infringing activity after receiving written
notice of such infringement claim from Idera.

10. TERMINATION – Upon prior written notice to Idera, Customer may
terminate this Agreement without any right to refund, except as otherwise
expressly set forth in this Agreement. If Customer or any of Customer’s
employees, consultants, authorized representatives or permitted third
parties breach any term or condition of this Agreement, Idera may
terminate this Agreement, without judicial or administrative resolution or
obligation to refund. This Agreement will terminate automatically if
Customer ceases to do business, becomes insolvent, goes or is put into
receivership or liquidation, passes a resolution for its winding up (otherthan for the purpose of reconstruction or amalgamation) or for any of theforegoing, makes an arrangement for the benefit of its creditors, enters into
bankruptcy, suspension of payments, moratorium, reorganization or any
other proceeding that relates to insolvency or protection of creditors’ rights
or takes or suffers any similar action in consequence of debt. Upon thetermination of this Agreement for any reason, all rights granted to

8.
NO
CONSEQUENTIAL
DAMAGES–UNDERNOCIRCUMSTANCES
WILL
IDERA
OR
ITS
AUTHORIZEDREPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTALDAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE,
BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY(INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA,GOODWILL, PROFITS, USE OF MONEY OR USE OF THE LICENSED-5-

OFFICIAL Master SLA Ver. 050124ns

Customer hereunder will cease, and Customer will promptly (i) purge theLicensed Software and any related Updates from all of Customer’s
computer systems, storage media and other files, (ii) destroy the Licensed
Material and all copies thereof and (iii) deliver to Idera an affidavit certifyingthat Customer has complied with these termination obligations. The
provision of Sections 1, 3, 8 through 12, 14, 15 and 17 shall survive thetermination of this Agreement.

the maximum extent permissible so as to effect the intent of the parties,
and the remainder of this Agreement shall continue in full force and effect.
15.

ENTIRE AGREEMENT(a)

11. U.S. EXPORT RESTRICTIONS – Customer acknowledges that the
Licensed Materials and all related technical information, documents andmaterials are subject to export controls under the U.S. Export
Administration Regulations. Customer covenants and agrees to comply
with all import and export control regulations of the United States withrespect to the Licensed Material. Customer acknowledges that it may not
re-export or divert the Licensed Material or any related technicalinformation, document or material, or direct derivatives thereof, to any
country set forth on the U.S. Department of Commerce’s list of State
Sponsors of Terrorism (currently, Cuba, Iran, North Korea, and Syria),
including any future changes to the government’s list of State Sponsors ofTerrorism.
12. EQUITABLE RELIEF – The parties recognize that Sections 5, 9, 11
and 13 are necessary for the protection of the business and goodwill of theparties and are considered by the parties to be reasonable for such
purpose. The parties agree that any breach of such Sections would cause
the other party substantial and irreparable damage and therefore, in theevent of any such breach, in addition to other remedies which may beavailable, the non-breaching party shall have the right to seek specificperformance and other injunctive and equitable relief in a court of law.

Customer acknowledges that it has read this Agreement,
understands it and agrees to be bound by its terms. Customer
and Idera further agree that, subject to clause (b) below, thisAgreement, together with all Order Forms delivered inconnection herewith and all exhibits, schedules and annexes
hereto, is the complete and exclusive statement of theagreement between Customer and Idera and supersedes all
proposals, oral or written, and all other communications between
the parties relating to the subject matter of this Agreement,
including any shrink-wrap agreements, click-wrap agreements
or demo or trial agreements which may accompany the Licensed
Material or which may have been previously in force between
the parties. Subject to clause (b) below, this Agreement may not
be amended, modified, supplemented or altered except by awritten agreement that is signed by both parties.

(b) UNDER NO CIRCUMSTANCES MAY THE TERMS OF THISAGREEMENT OR ANY IDERA PURCHASE ORDER BE
AMENDED, MODIFIED, SUPPLEMENTED, ALTERED,SUPERSEDED OR REPLACED BY ANY NON-IDERAINVOICE OR NON-IDERA PURCHASE ORDER OR OTHERSIMILAR INSTRUMENT DELIVERED BY CUSTOMER TOIDERA. EACH PARTY ACKNOWLEDGES AND AGREES
THAT, AS A CONVENIENCE TO CUSTOMER AND ONLYFOR
CUSTOMER’S
INTERNAL
ACCOUNTINGPROCEDURES, CUSTOMER MAY DELIVER TO IDERA A
CUSTOMER INVOICE OR CUSTOMER PURCHASE ORDEROR OTHER SIMILAR DOCUMENT FOR ANY TRANSACTIONCONTEMPLATED HEREUNDER AND THAT NO ACTION BY
IDERA, INCLUDING IDERA’S DELIVERY OF ANY LICENSED
MATERIALS OR ACCEPTANCE OF PAYMENT, SHALL BE
DEEMED TO BE ACCEPTANCE OF ANY OF THE TERMS OR
CONDITIONS CONTAINED IN SUCH CUSTOMER INVOICEOR CUSTOMER PURCHASE ORDER OR OTHER SIMILAR
INSTRUMENT AND SUCH TERMS AND CONDITIONS SHALL
BE VOID AND OF NO FORCE OR EFFECT, UNLESSACCEPTED BY IDERA PURSUANT TO A WRITTENINSTRUMENT SIGNED BY BOTH PARTIES.

13. LICENSE KEY & USE REPORTING – Customer acknowledges thata security code owned and controlled by Idera or its subsidiaries (the"License Key") is required to render the Licensed Software operational on
Customer’s computer hardware. Upon use of a permanent License Key toinstall the Licensed Software on Customer’s computer hardware, no othersecurity code will be required for the Licensed Material to operate on suchcomputer hardware in accordance with the terms and restrictions
contained in this Agreement. Customer shall not attempt to crack, alter orotherwise derive the License Key. Idera shall promptly provide Customer
with all necessary License Keys upon purchase of the Licensed Softwareor upon any authorized transfer of the Licensed Software to any otherhardware equipment permitted under Section 2 of this Agreement. Idera
reserves the right to gather data on license usage by Customer for each
item of Licensed Software, including License Key numbers, server IP
addresses, email addresses of users, domain counts and other information
deemed relevant, to ensure that the Licensed Software is being used inaccordance with the terms of this Agreement. Idera expressly prohibits
domain count overrides without prior written approval. Customer hereby
consents to Idera gathering and processing such usage information andagrees not to block, electronically or otherwise, the transmission of datarequired for compliance with this Agreement. Any unauthorized use of theLicensed Software by Customer or other use by Customer in violation of
the restrictions contained herein shall be deemed a material breach of thisAgreement. In addition to the foregoing, within ten (10) business days of
Customer’s receipt of Idera’s written request, Customer shall provide to
Idera a written report certifying to Idera the number of licenses for Licensed
Software installed, used or accessed by Customer, the identity of theapplicable servers, hardware or computers upon which such licenses are
installed and, to the extent applicable, the installation location and locationand number of users accessing such licenses, together with such otherinformation as may be requested by Idera and necessary to confirm
Customer’s compliance with the terms of this Agreement. The auditing,reporting and certification rights and obligations set forth in this Section 13
shall survive termination of this Agreement for a period of eighteen months.

16.

14. ENFORCEABILITY – If for any reason a court of competentjurisdiction finds any provision of this Agreement, or portion thereof, to be
unenforceable, void, invalid or illegal, that provision shall be enforced to-6-

TRIAL LICENSE(a)

If Customer is evaluating Evaluation Software (as defined
below), then only the terms and conditions of this Section 16(including those Sections of this Agreement incorporated in thisSection 16 by reference) will govern Customer’s temporary useof such Evaluation Software (and no other terms of thisAgreement shall apply to Customer or govern Customer’s use of
Evaluation Software) and upon purchase of a commercial
license for such Evaluation Software, this entire Agreement,
exclusive of this Section 16, shall apply to Customer and govern
all use of the Licensed Material.

(b)

Idera is the owner and provider of certain proprietary softwareand documentation that Customer may request to use, from time
to time, on a temporary basis for the sole purpose of testing andevaluating such software prior to purchasing a commercial
license for such software (“Evaluation Software”). All installation
and usage of Evaluation Software by Customer requires atemporary License Key or trial License Key to be issued by Idera
and Customer is only permitted to use Evaluation Software
during the term of the temporary License Key or trial License Key
issued by Idera.

(c)

Evaluation Software is provided to Customer solely forevaluation purposes for Customer’s own testing and evaluation
purposes (an “Evaluation”) and upon delivering a temporary
License Key or trial License Key to Customer, Idera hereby
grants Customer a non-transferable, nonexclusive, limited
OFFICIAL Master SLA Ver. 050124ns

license to operate and use the Evaluation Software for such
Evaluation during the period commencing on the date Customer
downloads the Evaluation Software and ending on the expirationof the temporary License Key or trial License Key (including any
extensions thereof authorized by Idera, the “Evaluation Period”).
Customer agrees not to cause or permit the reverse engineering,disassembly, modification, translation or decompilation of any
Evaluation Software. Customer shall not copy the Evaluation
Software, or create or develop any derivative software based
upon the Evaluation Software.
(d)

(e)

(f)

(g)

17.

shall be void. This Agreement shall be binding upon the parties
hereto and shall inure to the benefit of the parties hereto andtheir respective permitted successors and assigns.

Customer acknowledges that all Evaluation Software incorporates confidential and proprietary information developed or
acquired by or licensed to Idera and that all results of testing of
the Evaluation Software, whether performed by Customer oranother third party, are confidential. In no event will Customer
publish or disclose the results of any testing or performance
specifications of the Evaluation Software without Idera’s expressprior written consent. Customer shall not remove or deface ofany confidentiality or proprietary notice placed on the Evaluation
Software. The placement of copyright notices on Evaluation
Software shall not constitute publication or otherwise impair theirconfidential nature of such information.

(b)

All notices or approvals required or permitted under thisAgreement must be given in writing and delivered to theappropriate party at the address set forth in this Agreement or in
any Order Form delivered in connection with this Agreement.

(c)

The waiver of compliance with or breach of any term or conditionof this Agreement or the failure of a party to exercise any rightunder this Agreement shall in no event constitute a waiver as toany other failure to comply or breach, whether similar or
dissimilar in nature, or prevent the exercise of any right under
this Agreement.

(d) THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATEOF TEXAS WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW RULES.
IDERA AND CUSTOMER HEREBYIRREVOCABLY AGREE ON BEHALF OF THEMSELVESTHAT THE SOLE AND EXCLUSIVE JURISDICTION AND
VENUE FOR ANY LITIGATION ARISING FROM ORRELATING TO THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF SHALL BE IN AN APPROPRIATEFEDERAL OR STATE COURT IN THE STATE OF TEXASLOCATED IN TRAVIS COUNTY.

ALL EVALUATION SOFTWARE PROVIDED BY IDERA IS
DELIVERED "AS IS, WHERE IS" AND IDERA SPECIFICALLYDISCLAIMS ANY AND ALL WARRANTIES OF ANY KINDINCLUDING WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IDERA DOES
NOT WARRANT THAT THE EVALUATION SOFTWARE WILLOPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.
UNDER NO CIRCUMSTANCES WILL IDERA OR ITSAUTHORIZED REPRESENTATIVES BE LIABLE FOR ANYCONSEQUENTIAL,
INDIRECT,SPECIAL,
PUNITIVE,
EXEMPLARY OR INCIDENTAL DAMAGES, WHETHERFORESEEABLE OR UNFORESEEABLE OR WHETHERBASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY,ARISING OUT OF OR RELATED TO CUSTOMER’S USE OFEVALUATION SOFTWARE.
IN NO EVENT WILL THE
AGGREGATE LIABILITY OF IDERA OR ITS AUTHORIZEDREPRESENTATIVES INCURRED IN ANY ACTION OR
PROCEEDING RELATING TO CUSTOMER’S USE OFEVALUATION SOFTWARE EXCEED ONE HUNDREDDOLLARS.
The Evaluation and the evaluation license granted under thisSection 16 shall automatically terminate immediately upon theearliest of (i) the expiration of the Evaluation Period, (ii) the dateupon which Customer purchases a commercial license for such
Evaluation Software and (iii) the date upon which either party
notifies the other party of its termination of the Evaluation. Upon
expiration of the Evaluation Period or the Evaluation, Customer
shall cease using and shall uninstall and destroy the Evaluation
Software unless Customer has purchased a commercial license
for such Evaluation Software on or prior to such expiration.
Sections 1, 5, 8, 11, 14, 15 and 17(a) through 17(g) of thisAgreement shall be deemed incorporated by this reference inthis Section 16 and the Evaluation license granted under thisSection 16.

(e)Unless otherwise specified herein, the rights and remedies of
Idera set forth in this Agreement are not exclusive and are in
addition to any other rights and remedies available to it at law orin equity. In the event of Customer’s failure to pay any fees set
forth in this Agreement or any applicable Order Form, Idera shallbe entitled to recover its costs and expenses, including but notlimited to reasonable attorneys’ fees, incurred in any collection
efforts or legal action.

(f)This Agreement is not intended to be nor shall it be construed asa joint venture, association, partnership or other form of businessorganization or agency relationship.

(g)

Headings used in this Agreement are for reference purposes
only and shall not be used to modify the meaning of the terms
and conditions of this Agreement. This Agreement may be
executed in counterparts, all of which shall constitute one single
agreement between the parties hereto.

(h)

In consideration of the mutual covenants contained herein,
including the rights and licenses granted to Customer herein, theparties hereto do hereby agree that for a period of two years
following Customer’s most recent purchase of any licenses orservices, including Maintenance Service, from Idera or its
authorized representative, Customer shall not solicit, induce,
hire, engage, or attempt to hire or engage any employee of
Idera, or in any other way interfere with Idera’s contractual or
employment relations with any of its employees, nor will
Customer hire or engage or attempt to hire or engage any
individual who was an employee of Idera at any time during such
two-year period.
[END OF AGREEMENT]MISCELLANEOUS(a)

Customer shall not assign, delegate or otherwise transfer thisAgreement or any of its rights or obligations hereunder to any
other person or entity, whether by contract, merger or operationof the law, without Idera’s prior written consent. In the event ofany merger of Customer or a sale of substantially all of theassets of Customer in which Customer is not the surviving entity,
Customer may assign or transfer any licenses granted under thisAgreement; provided, that Customer provides Idera with written
notice of such transfer within thirty days of such merger or sale.
Any assignment or delegation in breach of this Section 17(a)-7-OFFICIAL Master SLA Ver. 050124ns