Ivanti Software Evaluation License Agreement
This Ivanti Software Evaluation License Agreement (this "Agreement"), effective as of the dateof last signature below (the "Effective Date"), is entered into by and between the Ivanti entity
indicated below (hereinafter, "Ivanti") and the individual or entity for which an assessment or trial
is conducted ("Company").
As used herein, “Ivanti” or “Ivanti” means the entity indicated below:•

Ivanti, Inc., a Delaware corporation, if Company is domiciled in North or SouthAmerica, except Brazil.

•

Ivanti Comércio de Software Brasil Ltda, a Brazilian company, if Company isdomiciled in Brazil.

•

Ivanti Software K.K., a Japanese company, if Company is domiciled in Japan.

•

Ivanti Software Technology (Beijing) Co., Ltd., a Chinese company, if Company isdomiciled in China.

•

Ivanti UK Limited, a limited company registered in England and Wales, if Company
is domiciled in any other location not mentioned above.

Purpose: Company desires to obtain a license to certain Ivanti software (the “Evaluation
Software”) described in a statement of work entered into by and between Ivanti and Company (the"Statement of Work" or “SOW”) solely for Company's internal evaluation purposes during thetime period set forth in the SOW, subject to the terms and conditions of this Agreement and Ivanti’s
End User License and Services Agreement located at https://www.ivanti.com/company/legal/eula(“EULSA”).
In the event of any conflict or inconsistency among the provisions of this Agreement, the EULSA,
and the Statement of Work (excluding Appendix B of the SOW), such conflict or inconsistency
shall be resolved by observing the following order of precedence:(a) this Agreement;(b) the EULSA; and(c) the Statement of Work (excluding Appendix B of the SOW).
Now, therefore, in consideration of the mutual covenants, terms, and conditions set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:1.
License Grant. Subject to the terms and conditions of this Agreement, Ivanti hereby
grants Company a non-exclusive, non-sublicensable, and non-transferable license during the time
period set forth in the SOW ("Evaluation Period") to: (a) use the Evaluation Software solely for
Company's internal evaluation purposes up to the number of employees or contractors of Company
who are permitted to access and use the Evaluation Software as may be set forth in the SOW("Authorized Users"); and (b) use the Ivanti's end user documentation relating to the Evaluation
Software (the "Documentation") solely for Company's internal evaluation purposes in connection
with Company's use of the Evaluation Software. Company will not use the Evaluation Software

for any purpose other than evaluating and testing such Evaluation Software internally inconnection with assessing whether Company desires to enter into a commercial license agreementwith Ivanti for the Evaluation Software. This Agreement does not provide a commercial license
and Company's use of the Evaluation Software after the Evaluation Period is subject to the parties'
entering into and executing a separate commercial license agreement.
2.
Use Restrictions. Company shall not use the Evaluation Software orDocumentation for any purposes beyond the scope of the license granted in this Agreement.
Without limiting the foregoing and except as otherwise expressly set forth in this Agreement,
Company shall not at any time, directly or indirectly: (a) copy, modify, or create derivative worksof the Evaluation Software or the Documentation, in whole or in part; (b) rent, lease, lend, sell,
sublicense, assign, distribute, publish, transfer, or otherwise make available the Evaluation
Software or the Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, orotherwise attempt to derive or gain access to the source code of the Evaluation Software, in whole
or in part; (d) remove any proprietary notices from the Evaluation Software or the Documentation;or (e) use the Evaluation Software in any manner or for any purpose that infringes,
misappropriates, or otherwise violates any intellectual property right or other right of any person,or that violates any applicable law.
3.
Reservation of Rights. Ivanti reserves all rights not expressly granted to Company
in this Agreement. Except for the limited rights and licenses expressly granted under thisAgreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, toCompany or any third party any intellectual property rights or other right, title, or interest in or to
the Evaluation Software.
4.
Delivery. If the Evaluation Software is on-premise Evaluation Software, Ivanti
shall deliver the Evaluation Software to Company electronically or by other means, in Ivanti's sole
discretion. If the Evaluation Software is a SaaS Offering, then Ivanti shall establish a trial tenant
for customers use after execution of this Agreement.
5.
Company Responsibilities. Company is responsible and liable for all uses of the
Evaluation Software and Documentation resulting from access provided by Company, directly or
indirectly, whether such access or use is permitted by or in violation of this Agreement. Without
limiting the generality of the foregoing, Company is responsible for all acts and omissions ofAuthorized Users, and any act or omission by an Authorized User that would constitute a breachof this Agreement if taken by Company will be deemed a breach of this Agreement by Company.
Company shall take reasonable efforts to make all Authorized Users aware of this Agreement's
provisions as applicable to such Authorized User's use of the Evaluation Software and shall cause
Authorized Users to comply with such provisions.
6.
Support. Ivanti has no obligation under this Agreement to provide support,
maintenance, upgrades, modifications, or new releases of the Evaluation Software orDocumentation to Company. However, Ivanti agrees to use its commercially reasonable efforts tocorrect errors in the Evaluation Software and Documentation within a reasonable time and shallprovide Company with any corrections it makes generally available to other evaluation
participants.
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7.
Evaluation Fee. The parties agree that no license fees or other fees will be payable
under this Agreement in exchange for the licenses granted under this Agreement. Company
acknowledges and agrees that this fee arrangement is made in consideration of the mutual
covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions,and limitations of liability set forth herein.
8.
Confidential Information. From time to time during the Evaluation Period, either
party may disclose or make available to the other party information about its business affairs,
products, confidential intellectual property, trade secrets, third-party confidential information, andother sensitive or proprietary information, whether orally or in written, electronic, or other formor media, and whether or not marked, designated or otherwise identified as "confidential"(collectively, "Confidential Information"). Confidential Information does not include
information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving
party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential
basis from a third party; or (d) independently developed by the receiving party. The receiving party
shall not disclose the disclosing party's Confidential Information to any person or entity, except to
the receiving party's employees who have a need to know the Confidential Information for thereceiving party to exercise its rights or perform its obligations hereunder. Notwithstanding theforegoing, each party may disclose Confidential Information to the limited extent required (i) inorder to comply with the order of a court or other governmental body, or as otherwise necessary
to comply with applicable law, provided that the party making the disclosure pursuant to the ordershall first have given written notice to the other party and made a reasonable effort to obtain aprotective order; or (ii) to establish a party's rights under this Agreement, including to makerequired court filings. On the expiration or termination of the Agreement, the receiving party shallpromptly return to the disclosing party all copies, whether in written, electronic, or other form or
media, of the disclosing party's Confidential Information, or destroy all such copies and certify inwriting to the disclosing party that such Confidential Information has been destroyed. Each party's
obligations of non-disclosure with regard to Confidential Information are effective as of theEffective Date and will expire five years from the date first disclosed to the receiving party;
provided, however, with respect to any Confidential Information that constitutes a trade secret (asdetermined under applicable law), such obligations of non-disclosure will survive the termination
or expiration of this Agreement for as long as such Confidential Information remains subject totrade secret protection under applicable law.
9.

Intellectual Property Ownership; Feedback.

(a)Company acknowledges that, as between Company and Ivanti, Ivanti owns
all right, title, and interest, including all intellectual property rights, in and to the Evaluation
Software and Documentation.
(b)
If Company or any of its employees or contractors submits, orally or inwriting, suggestions or recommended changes to the Evaluation Software orDocumentation, including without limitation, new features or functionality relating thereto,or any comments, questions, suggestions, or the like ("Feedback"), Ivanti is free to use
such Feedback irrespective of any other obligation or limitation between the parties
governing such Feedback. Company hereby assigns to Ivanti on Company's behalf, and on
behalf of its employees, contractors and/or agents, all right, title, and interest in, and Ivanti
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is free to use, without any attribution or compensation to any party, any ideas, know-how,concepts, techniques, or other intellectual property rights contained in the Feedback, forany purpose whatsoever, although Ivanti is not required to use any Feedback.
10.
Disclaimer of Warranties. IVANTI PROVIDES AND COMPANY ACCEPTS
THE EVALUATION SOFTWARE AND DOCUMENTATION "AS IS" AND IVANTIHEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,STATUTORY, OR OTHERWISE. IVANTI SPECIFICALLY DISCLAIMS ALL IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE
OF DEALING, USAGE, OR TRADE PRACTICE. IVANTI MAKES NO WARRANTY OF
ANY KIND THAT THE EVALUATION SOFTWARE AND DOCUMENTATION, OR ANY
PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET COMPANY'S OR ANYOTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVEANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE,
SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF
HARMFUL CODE, OR ERROR FREE.
11.
Indemnification. Company agrees to indemnify, defend, and hold harmless Ivanti
and its officers, directors, employees, agents, affiliates, successors, and assigns from and against
any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) resulting
from any third-party claim, suit, action, or proceeding based on Company's or Company's
Authorized Users' (a) negligence or willful misconduct or (b) use of the Evaluation Software orDocumentation in a manner not authorized or contemplated by this Agreement. In the event Ivantiseeks indemnification or defense from Company under this provision, Ivanti shall promptly notify
Company in writing of the claim(s) brought against Ivanti for which Ivanti seeks indemnification
or defense; provided, however, that failure to give notice shall not relieve Company of its
obligations except to the extent that Company is prejudiced by such failure. Ivanti reserves theright, at its option and in its sole discretion, to assume full control of the defense of claims withlegal counsel of Ivanti's choice. Company may not enter into any third-party agreement, which
would, in any manner whatsoever, affect Ivanti's rights, constitute an admission of fault by Ivantior bind Ivanti in any manner, without Ivanti's prior written consent.
12.
Limitations of Liability. IN NO EVENT WILL IVANTI BE LIABLE UNDER OR
IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE
THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B)
INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION,REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE,INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR
BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS
OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER IVANTI WAS ADVISED OF
THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGESWERE OTHERWISE FORESEEABLE. IN NO EVENT WILL IVANTI'S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL
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OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDINGNEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED $1,000 USD.
13.
Term and Termination. This Agreement is effective as of the Effective Date and,
unless terminated earlier pursuant to this Section 13, will continue in effect until the expiration of
the Evaluation Period. Either party may terminate this Agreement at any time, without cause, uponten (10) days prior written notice. Ivanti may terminate this Agreement on written notice toCompany if Company materially breaches or fails to comply with any terms or conditions of thisAgreement and does not cure such breach or failure within five (5) days after receiving written
notice thereof. Upon expiration or earlier termination of this Agreement, the license granted
hereunder will also terminate and Company shall cease using and delete, destroy, or return all
copies of the Evaluation Software and Documentation and certify in writing to the Ivanti that the
Evaluation Software and Documentation has been deleted or destroyed. This Section 13 andSections 2, 3, 5, 8, 9, 10, 11, 12, and 14 survive any termination or expiration of this Agreement.
Company acknowledges that the Evaluation Software may have a “time-out” mechanism.
14.

Miscellaneous.

(a)Entire Agreement. This Agreement, together with Exhibit A, constitutes
the sole and entire agreement of the parties with respect to the subject matter of thisAgreement and supersedes all prior and contemporaneous understandings, agreements, andrepresentations and warranties, both written and oral, with respect to such subject matter.
(b)
Notices. All notices, requests, consents, claims, demands, waivers, andother communications hereunder (each, a "Notice") must be in writing and addressed tothe parties at the addresses set forth on the first page of this Agreement (or to such otheraddress that may be designated by the party giving Notice from time to time in accordancewith this Section). All Notices must be delivered by personal delivery, nationallyrecognized overnight courier (with all fees pre-paid), facsimile, email (with confirmationof transmission), or certified or registered mail (in each case, return receipt requested,
postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective
only: (i) upon receipt by the receiving party, and (ii) if the party giving the Notice hascomplied with the requirements of this Section.
(c)Amendment and Modification; Waiver. No amendment to or modificationof this Agreement is effective unless it is in writing and signed by an authorized
representative of each party. No waiver by any party of any of the provisions hereof will
be effective unless explicitly set forth in writing and signed by the party so waiving. Except
as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising,
any rights, remedy, power, or privilege arising from this Agreement will operate or beconstrued as a waiver thereof and (ii) no single or partial exercise of any right, remedy,
power, or privilege hereunder will preclude any other or further exercise thereof or the
exercise of any other right, remedy, power, or privilege.
(d)Severability. If any provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will notaffect any other term or provision of this Agreement or invalidate or render unenforceable
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such term or provision in any other jurisdiction. Upon such determination that any term orother provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate ingood faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the greatest extent
possible.
(e)Governing Law; Submission to Jurisdiction. If this Agreement is with Ivanti,
Inc. or Ivanti Comércio de Software Brasil Ltda, it will be governed by the laws of the State ofUtah without regard to conflict of laws principles and in any dispute arising out of or inconnection with the Agreement and the parties consent to the exclusive jurisdiction and venue
in the State and Federal courts within Salt Lake County, Utah. If this Agreement is with Ivanti
UK Limited, it will be governed by the laws of England and Wales without regard to conflictof laws principles and in any dispute arising out of or in connection with this Agreement theparties consent to the exclusive jurisdiction and venue in the courts within London, United
Kingdom. If this Agreement is with Ivanti Software K.K., it will be governed by the laws ofJapan without regard to conflict of laws principles and in any dispute arising out of or inconnection with the Agreement the parties consent to the exclusive jurisdiction and venue inthe courts within Tokyo, Japan. If this Agreement is with Ivanti Software Technology (Beijing)Co., Ltd., it will be governed by the laws of China without regard to conflict of laws principles
and in any dispute arising out of or in connection with the Agreement the parties consent to the
exclusive jurisdiction and venue in the courts within Beijing, China. The United Nations
Convention for the International Sale of Goods shall not apply to this Agreement.
(f)Assignment. Company may not assign or transfer any of its rights ordelegate any of its obligations hereunder, in each case whether voluntarily, involuntarily,
by operation of law or otherwise, without the prior written consent of Ivanti. Any purported
assignment, transfer, or delegation in violation of this Section is null and void. No
assignment, transfer, or delegation will relieve the assigning or delegating party of any of
its obligations hereunder. This Agreement is binding upon and inures to the benefit of theparties hereto and their respective permitted successors and assigns.
(g)Export Regulation. The Evaluation Software may be subject to US export
control laws, including the Export Control Reform Act and its associated regulations.
Company shall not, directly or indirectly, export, re-export, or release the Evaluation
Software to, or make the Evaluation Software accessible from, any jurisdiction or country
to which export, re-export, or release is prohibited by law, rule, or regulation. Company
shall comply with all applicable federal laws, regulations, and rules, and complete all
required undertakings (including obtaining any necessary export license or othergovernmental approval), prior to exporting, re-exporting, releasing, or otherwise making
the Evaluation Software available outside the US.
(h)
US Government Rights. Each of the Documentation and the Evaluation
Software is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of"commercial computer software" and "commercial computer software documentation" assuch terms are used in 48 C.F.R. § 12.212. Accordingly, if Company is an agency of the
US Government or any contractor therefor, Company only receives those rights with
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respect to the Evaluation Software and Documentation as are granted to all other end users
under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204,
with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212,
with respect to all other US Government Companys and their contractors.
(i)Equitable Relief. Each party acknowledges and agrees that a breach or
threatened breach by such party of any of its obligations under Section 9(a) or, in the caseof Company, Section 2, would cause the other party irreparable harm for which monetarydamages would not be an adequate remedy and agrees that, in the event of such breach or
threatened breach, the other party will be entitled to equitable relief, including a restraining
order, an injunction, specific performance, and any other relief that may be available fromany court, without any requirement to post a bond or other security, or to prove actual
damages or that monetary damages are not an adequate remedy. Such remedies are notexclusive and are in addition to all other remedies that may be available at law, in equity,or otherwise.
(j)Counterparts. This Agreement may be executed in counterparts, each ofwhich is deemed an original, but all of which together are deemed to be one and the same
agreement.

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