**Exhibit10.26**

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY

CONFIDENTIAL TREATMENT REQUESTED:  INFORMATION FOR WHICH CONFIDENTIAL TREATMENT

HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “***.”AN UNREDACTED VERSION OF THIS

DOCUMENT HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGECOMMISSION.

**DISTRIBUTIONAGREEMENT**

THIS DISTRIBUTIONAGREEMENT (“Agreement”), is by and between INGRAM MICRO INC. (“Ingram Micro”),a Delaware corporation, located at 1600 E. St. Andrew Place, Santa Ana,California 92705, and WEBSENSE, INC., a Delaware corporation (“Vendor”),located at 10240 Sorrento Valley Road, San Diego, California 92121. Theeffective date (“Effective Date”) of this Agreement shall be the date of thelast signature set forth below.

**1.****                                      DISTRIBUTIONSCOPE**

1.1                                 Product.  Vendor agrees to authorize Ingram Microand/or its resellers to market and distribute the Vendor’s proprietary softwareapplications (“Software”) together with subscriptions to access certainVendor-owned proprietary databases of URL addresses, software applications orother content (“Databases”) (collectively the “Products”), subject to the termsset forth in this Agreement including its exhibits, solely to resellers (“Resellers”)and not directly to customers of such Resellers (“End-Users”). Additional termsare included in Exhibits A – D. Vendor agrees that each Reseller will besubject to Ingram Micro’s standard Sales Terms and Conditions, located atwww.ingrammicro.com,  at the time ofpurchase for such Product  and suchProduct is also subject to Vendor’s then –current Subscription Agreement thateach End-User must accept to enable Product download.  Ingram Micro agrees to use reasonable effortsto promptly notify Vendor of any breach by any Reseller or End-User of any termof the Subscription Agreement of which it becomes aware and to take such actionas is reasonably requested by Vendor to protect Vendor interests in theProducts.  Ingram Micro will not modifyor copy any Product; however, Ingram Micro may bundle the Software along withother software or hardware and distribute the Software to its Resellers.   No minimum purchase is required and noordering restrictions shall apply. Vendor shall provide Ingram Micro with notless than thirty (30) days prior written notice of Product discontinuanceincluding alternatives and cessation of Product production. Vendor agrees toprovide information regarding new Products, Price changes, Product changes, orProduct discontinuance in an electronic format determined by Ingram Micro andmutually acceptable to Vendor.

1.2                                 Territory.  Vendor grants to Ingram Micro and itsAffiliates as defined above the *** (as set forth below), nontransferable rightto market and distribute the Products to its Resellers in *** (the “Territory”).Unless otherwise agreed between the parties, this *** shall be effective for ***after the execution of this Agreement; thereafter, Vendor grants to IngramMicro and its Affiliates the nontransferable right to market and distribute theProducts to its Resellers in *** on a ***. ***. Additionally, the parties agree***. Any Ingram Micro Affiliate located within the United States or Canada thatelects to distribute Products in its local region will determine if it willpurchase Products from Ingram Micro in accordance with this section or purchaseProducts directly from Vendor. Any other Ingram Micro Affiliate outside of theUnited States or Canada that elects to distribute Products in its local regionwill determine if it will purchase Products from Ingram Micro in accordancewith this section or purchase Products directly from Vendor’s affiliate,Websense International Limited (“Vendor’s Affiliate”). If the Affiliate choosesto purchase Products directly from either Vendor or Vendor’s Affiliate, theAffiliate and Vendor (or Vendor’s Affiliate) shall enter into a separateagreement governing the terms of such purchases.

**2.****                                      TERM**

The initial termof this Agreement is one (1) year from the Effective Date. Unless terminated asset forth in Section 11.20 below, this Agreement will automatically renew forsuccessive one (1) year terms unless either party provides written notice oftermination no less than thirty (30) days prior to the anniversary date.

**3.****                                      PRODUCTAVAILABILITY, INFORMATION, MARKETING SUPPORT & REPORTING**

3.1                                 ProductAvailability.  Vendor shall provideIngram Micro with new Product development and Product revisions informationprior to notification of new Product announcements or introductions. Vendorshall use commercially reasonable efforts to notify Ingram Micro of new Productor Product revisions introduction at least thirty (30) days prior tomarketplace introduction, but under no circumstances will Vendor notify IngramMicro of any new Product or Product revisions later than Vendor’s otherdistributors or resellers, and shall make such Product available fordistribution by Ingram Micro no later than the date it is first offered forgeneral sale in the marketplace.

3.2                                 Information. Vendor agrees to provide the followinginformation to Ingram Micro:

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### (a)                Data,images, photos, logos, and other varieties of information regarding Vendor’sproducts and services provided by Vendor to Ingram Micro (collectively “Information”)solely for distribution or use by Ingram Micro through its catalog, the WorldWide Web (internet), Intranet, Fax, CD-ROM, Floppy disk, broadcast, e-mail, andother electronic or printed media (“Electronic Resources”).  Vendor hereby grants Ingram Micro aroyalty-free, non-exclusive worldwide license to market, sub-license,distribute, display, perform, transmit and promote the Information infurtherance of this Agreement through the Electronic Resources, provided IngramMicro complies with Vendor’s guidelines for use of the Information.  Vendor agrees that it is both necessary andof mutual benefit to the parties that the Information be as current anderror-free as is commercially feasible. Vendor agrees to update the Informationregularly. Both parties agree that the Electronic Resources and Informationcontained therein will be made available to users registered with IngramMicro.  Information may also be madeavailable to Ingram Micro customers, non-registered users, or other entities orpersons transacting business with Ingram Micro. Ingram Micro shall not berequired to screen, edit, or monitor Information prior to its distribution byElectronic Resources, but may do so at its discretion so long as it complieswith Vendor’s guidelines for use of the Information.

### (b)               Publicinformation reasonably requested by Ingram Micro from time to time for thepurpose of assessing Vendor’s financial position. Such information includes,without limitation, quarterly financial statements including no less detailthan as required by the U.S. Securities and Exchange Commission in a 10-Qstatement provided that such information is made available in the publicdomain.

### (c)                Notificationof changes to Vendor’s name, address, any sale of substantially all of its assets or any sale of any subsidiaryor affiliate of Vendor or of any change in the control of Vendor, whethereffected by merger or stock sale all of which shall be provided promptly uponpublic disclosure of such information.

3.3                                 Information.   Ingram Micro agrees to provide the followinginformation to Vendor:

(a)                                  Publicinformation reasonably requested by Vendor from time to time for the purpose ofassessing Ingram Micro’s financial position. Such information includes, withoutlimitation, quarterly financial statements including no less detail than asrequired by the U.S. Securities and Exchange Commission in a 10-Q statementprovided that such information is made available in the public domain.

### (b)                                 Notificationof changes to Ingram Micro’s name, address, any sale of substantially all of its assets or any sale of anysubsidiary or affiliate of Ingram Micro or of any change in the control ofIngram Micro, whether effected by merger or stock sale all of which shall beprovided promptly upon public disclosure of such information.

3.4                                 MarketingSupport.  Vendor shall provide toIngram Micro, its employees, and its customers reasonable amounts of salesliterature, advertising materials and training to support Product sales andreasonable amounts of demonstration Product and training to support Productsales, all at no cost to Ingram Micro.

3.5                                 Reporting.

### (a)          IngramMicro. Ingram Micro will provide Vendor access to *** in an electronicformat as determined by Ingram Micro. If Vendor requests non-standard salesdata or other information (“Data”) such Data may be subject to the additionalterms of ***.

### (b)         Vendor. Vendor will provide MarketingReports in the form as mutually agreed between the parties including *** withVendor and co-op Vendor reports including expenditures to date. Reports shallbe provided *** after the end of the applicable *** or as mutually agreed uponby the parties.

**4.****                                      PRICING**

4.1                                 ***.

4.2                                 SpecialPricing.  Vendor may offer specialProduct pricing, discounts, rebates or incentives (“Special Pricing”) to IngramMicro and/or to Ingram Micro customers. Vendor agrees that all such *** shall be designated as a ***. IngramMicro shall have *** from a customer, or reimburse Vendor for any such ***, inthe event (i) *** or (ii) ***. Notwithstanding the foregoing, all Special Pricing will be subject to aseparate agreement between the parties.

4.3                                 SubscriptionFees.  Subscription Fees will beVendor’s then current published list price attached as described in Exhibit Dwhich may be updated from time to time.

4.4                                 PurchaseOrders (“PO”).  Products shall beordered by Ingram Micro by submitting purchase orders which specify thefollowing Reseller and End-User information: name of Reseller and End-User companies, the name and e-mail address of

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End-User contact,the Vendor part number that corresponds to the Product ordered, the SKUidentifying the number of Seats for each End-User which shall have a uniqueidentifier as agreed between the parties, Ingram Micro invoice number and priceper SKU and the start and end date of the applicable subscription(s).  ***. The parties agree that it is the responsibility of the Vendor to verifythat the Vendor’s Subscription Order Form has been signed prior to acceptanceof the applicable Purchase Order. All purchase orders placed with Vendor forProducts by Ingram Micro shall be subject to acceptance in writing by Vendorreferencing Ingram Micro’s Purchase Order Number; however, Vendor shall bedeemed to have accepted a Purchase Order if it fulfills such PurchaseOrder.  Vendor agrees to consider anyreturn requests by Ingram Micro or Ingram Micro’s customers on a case-by-casebasis.  Vendor is under no obligation toaccept returns under this Agreement.

**5.****                                      TRADEMARKUSE**

5.1                                 Useand Ownership of Marks.  Each partyrecognizes the other party’s ownership and title to its respective trademarks,logos, service marks and trade names, including those related to the Productsand the Information, whether or not registered (collectively “Marks”). Eachparty grants to the other party a limited license to use such party’s Marks inconnection with the marketing and distribution of the Products subject to suchparty’s trademark and usage guidelines and prior written approval. Each partymay not use the other party’s Marks in advertising, promotion, and publicity ofthe Products without the express written consent of the other party. Anyconsent to use a party’s Marks will be conditioned upon compliance with themost current guidelines for use of Marks. Upon request by the other party, theparty owning Marks shall provide Marks guidelines (or equivalent guidance) tothe other. Any unauthorized modification to Marks is expressly prohibited.Neither party shall acquire any rights in Marks of the other nor will it act toimpair the rights of the other party in and to such Marks.

5.2                                 DomainLocations.  Each party shall maintainownership and administration of the addresses on the World Wide Web (“DomainLocations”) that have been registered on its behalf and neither party mayestablish any Domain Locations on behalf of the other party without itsconsent.  Upon termination, each partyagrees to assign to the other party any rights it may have in any domain namesor adwords that include the other party’s Marks.

**6.**                                      MARKETING

**6.1**                                 ***.  In additionto *** identified below, Vendor agreesto provide mutually agreed upon *** toIngram Micro for Product launch and awareness activities commensurate with theProduct and customer segments being targeted. Such activities may include training, sales and customer communicationand tools, Vendor and Product listing in Ingram Micro’s online catalog, andrecruiting services. ***.

6.2                                 ***.  Vendor agrees to establish a *** as mutuallyagreed by the parties (or the allowance offered by Vendor to Ingram MicroCompetitors, if greater) of the amount of *** submitted by Vendor to IngramMicro (or the marketing allowance offered by Vendor to Ingram MicroCompetitors, if greater) to *** of Product advertising and/or promotions byIngram Micro or its customers. Notwithstanding the foregoing, all marketing activities, including butnot limited to ***, will be subject to separate written agreements between theparties.

6.3                                 ***.  Exclusive of ***, Vendor may, from time to time,provide *** to Ingram Micro or selected customer groups (e.g., to governmentresellers). Any advertising and promotions subject to these *** shall besubmitted to Vendor for review and approval prior to implementation, and Vendorshall not unreasonably withhold or delay such approval.

6.4                                 ***.  *** will be made in accordance with separatemarketing agreements prior to the commencement of such activities.

6.5                                 Programs.** **Ingram Micro may, inits sole discretion, offer *** to Vendor including but not limited to ***. Thecosts, as well as terms and conditions of such programs are outlined in theirrespective program agreements.

6.6                                 Email.  Each party consents to the other partysending messages of an informational, advertisement or technical nature via e-mail.

**7.****                          WARRANTY**

7.1                                 GeneralWarranty.  Vendor represents andwarrants that (i) ***;

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THE FOREGOINGWARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDINGBUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE WITH RESPECT TO DEFECTS IN THE PHYSICAL MEDIA, OPERATION OFTHE SOFTWARE AND THE DATABASES, AND ANY PARTICULAR APPLICATION OR USE OF THESOFTWARE AND THE DATABASES.

Ingram Microagrees, and will notify and encourage its Resellers to not make anyrepresentations or warranties with respect to the Products other than thelimited warranties made by Vendor under this Agreement.

7.2                                 End-UserWarranty.  Vendor shall provide ***.

7.3                                 HarmfulCode Warranty.  Except as set forthbelow, ***.

**8.****                                      INDEMNIFICATION**

8.1                                 VendorIndemnity.  Vendor will defend,indemnify and hold Ingram Micro harmless from and against any and all damages,liabilities, costs and expenses (including but not limited to attorneys’ fees)arising out of or incurred by Ingram Micro in connection with or as a result ofany third party claim or proceeding made or brought against Ingram Micro  with respect to any allegation that (i) *** ,or (ii) ***.

8.2                                 IntellectualProperty Indemnity.  Vendor shalldefend, indemnify and hold Ingram Micro and its customers harmless from andagainst any claims, demands, liabilities, or expenses (including attorney’sfees and costs) incurred by Ingram Micro arising from the alleged infringementof any third party’s patent, copyright, trademark, trade secret or otherproprietary right by reason of the manufacture, sale, marketing, or use ofProduct or Information to the extent such claim is not based upon: (a) ***; (b)***; or (c) ***.  Upon threat of claim orclaim of infringement, Vendor may, at its expense and option  (i) ***, (ii) ***, or (iii) ***. However,such right of return is in addition to, and not a substitute for, Ingram Micro’sright to indemnification hereunder.

8.3                                 DocumentProduction Indemnity.  Each partyshall indemnify and hold the other party harmless from and against all actualout of pocket costs associated directly with document production, depositions,interrogatories and related demands, arising either from private third partyclaims or governmental claims or investigations against or concerning the partywherein the other party is neither a party to nor target of such claims orinvestigations.

8.4                               Indemnificationby Ingram Micro.  Ingram Micro willdefend, indemnify and hold Vendor harmless from and against any and alldamages, liabilities, costs and expenses (including but not limited toattorneys’ fees) arising out of or incurred by Vendor in connection with or asa result of any third party claim or proceeding made or brought againstVendor  with respect to any allegationthat (i) *** , or (ii) ***.

**9.****                                      LIMITATIONOF LIABILITY**

EXCEPTAS OTHERWISE STATED HEREIN, AND EXCEPT TO THE EXTENT OF BODILY INJURY OR DEATHOR VIOLATION OF SECTIONS 5 OR 11.2, NEITHER PARTY SHALL BE LIABLE TO THE OTHERFOR LOST PROFITS OR BUSINESS, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES,WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OROTHERWISE) WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES. EXCEPT FOR CLAIMS BASED ON SECTIONS 5, 8 OR 11.2, IN NO EVENTWILL VENDOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENTEXCEED THE TOTAL AMOUNT ACTUALLY PAID BY INGRAM MICRO TO VENDOR ***.

**10.****                               GOVERNMENTPROGRAMS**

Vendor may, at itssole option, participate in a special pricing and marketing program targetingthe federal, state and local government and/or educational markets. If Vendorparticipates in such a program, Vendor agrees to execute a separate

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agreement andcomply with all mandatory Federal Acquisition Regulation (“FAR”) flow-downprovisions, if any, required by such government entity and to which Vendor hasagreed in writing.

**11.****                               GENERALPROVISIONS**

11.1                           ConflictingTerms.  In the event of a conflictbetween the terms and conditions of the underlying Agreement and the terms andconditions in any exhibit thereto, the terms and conditions in the exhibitshall govern.

11.2                           Confidentiality.

### (a)                Either party maydisclose to the other information in connection with its performance hereunderwhich it deems to be confidential and proprietary. Such information, which isoriginated by the disclosing party (the “Owner”) or is within the specialknowledge of such party shall, if in documentary form and conspicuously marked “confidential,at the time of disclosure or it would otherwise by its nature be reasonablyconsidered “confidential”, be considered to be confidential and proprietary (“ConfidentialInformation”). In addition, if any other information is not marked and indocumentary form when disclosed, but is thereafter reduced to a writing andforwarded to the other party within ten (10) days of the date of initial visualor oral disclosure and marked “confidential”, it shall, effective from the timeof initial disclosure be considered (also “Confidential Information”).Notwithstanding, however, the presence or absence of a marking as indicatedabove, Confidential Information shall include all information, regardless ofthe form in which it is transmitted, relating to the Owner’s (or another partywhose information Owner has in its possession under obligations ofconfidentiality) past, present or future research, development or business plans,software, operations or systems (including, without limitation, the terms andconditions of this Agreement, studies or reports, software, memoranda, draftsand other information in either tangible or intangible form).

### (b)         Fora period of two (2) years from the date of disclosure to the party receivingthe Confidential Information (the “Recipient”), Recipient shall not discloseany Confidential Information it receives from Owner to any person, firm orcorporation except: (i) employees of Recipient and its affiliated companies whohave a need to know and who have been informed of Recipient’s obligationhereunder; (ii) contractors or consultants under contract to Recipient who havea need to know, who have been informed of Recipient’s obligations hereunder, andwho have agreed in writing not to disclose Confidential Information for aperiod not shorter than the nondisclosure period provided above; and (iii) asprovided in subparagraph (c) below. Notwithstanding the foregoing, the obligations set forth in this Section11.2 shall, for any Confidential Information which constitutes as trade secretunder applicable law, continue so long as such information constitutes a tradesecret and the Recipient has not disposed of the Confidential Informationpursuant to its document retention policies. Recipient shall use the same degree of care, but in no case less thanreasonable care, to avoid disclosure of such Confidential Information asRecipient uses with respect to its own Confidential Information of likeimportance.

### (c)          Informationshall not be deemed confidential or proprietary for purposes of this Agreement,and Recipient shall have no obligation with respect to any such information,which: (i) is already known to Recipient at the time of its disclosure withoutrestriction; (ii) is or becomes publicly known through no wrongful act ofRecipient; (iii) is received from a third party without similar restrictionsand without breach of this Agreement; (iv) is independently developed byRecipient without use of or reference to the Confidential Information; or (v)is lawfully required to be disclosed to any government agency or is otherwiserequired to be disclosed by law provided that the Recipient provides promptnotice to the Owner and uses reasonable efforts to protect the confidentialityof such information.

### (d)         AllConfidential Information disclosed by Owner to Recipient pursuant to thisAgreement in tangible form (including, without limitation, informationincorporated in computer software) shall be and remain in the property ofOwner, and all such Confidential Information shall be promptly returned toOwner or certified as destroyed, as the Owner may so designate, upon writtenrequest.

### (e)          Neitherparty shall be liable for any errors or omissions in the ConfidentialInformation or for the use or the results of use of ConfidentialInformation.  ANY AND ALL INFORMATIONDISCLOSED UNDER THIS AGREEMENT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANYKIND, AND DISCLOSER HEREBY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE.

11.3                           IndependentContractors.  Each party shall beconsidered an independent contractor. The relationship between the partiesshall not be construed to be that of employer and employee, nor constitute a partnership,joint venture or agency of any kind. Neither party shall have any right to enter into any contracts orcommitments in the name of, or on behalf of, the other party, or to bind theother party in any respect whatsoever.

11.4                           Notices.  Any legal notices****whicheither party may desire to give the other party must be in writing and may begiven by (i) personal delivery to an officer of the party, (ii) by mailing thesame by registered or certified mail, return receipt requested, or vianationally recognized courier services to the party at the address of suchparty as set forth below, or such other

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address as theparties may hereinafter designate, and (iii) by facsimile subsequently to beconfirmed in writing pursuant to item (ii) herein.

**Notices to Ingram Micro:**

** **

Ingram Micro Inc.

1600 E. St. AndrewPlace

Santa Ana, CA92705

 

**Notices to Vendor:**

** **

Websense, Inc.

10240 SorrentoValley Road

San Diego, CA 92121

11.5                           GoverningLaw.  This Agreement shall beconstrued and enforced in accordance with the laws of the State of California,exclusive of its conflicts of law provisions. The United Nations Convention onContracts for the International Sale of Goods shall not apply to thisAgreement. The parties agree to the exclusive jurisdiction and venue of the stateand federal courts located in Orange County, California, USA, for theadjudication of any disputes arising from, related to or regarding the Productsor the subject matter of this Agreement.

11.6                           DisputeResolution.  Unless otherwise agreedin writing, the exclusive procedure for handling disputes shall be as set forthherein. Notwithstanding such procedures, either party may, at any time, seekinjunctive relief in addition to the process described below. Performance underthe Agreement shall continue during the dispute resolution process except insuch instance where continuation would cause the Agreement to fail itsessential purpose. The parties agree that payment disputes shall not, inassociation with such dispute resolution procedures, be considered as acondition giving rise to failure of essential purpose.

(a)          InformalDispute Resolution. Prior to mediation the parties shall seek informalresolution of disputes. The process shall be initiated with written notice ofone party to the other describing the dispute with reasonable particularityfollowed with a written response within ten (10) days of receipt of notice.Each party shall promptly designate an executive with requisite authority toresolve the dispute and who is at a higher level of management than the personwith administrative responsibility over the Agreement. The informal procedureshall commence within ten (10) days of the date of response. All reasonablerequests for non-privileged information reasonably related to the dispute shallbe honored. If the dispute is not resolved within thirty (30) days ofcommencement of the procedure, either party may proceed to mediation pursuantto the rules set forth in (b) below.

(b)         Mediation.If the dispute is valued, in the aggregate, at not less than *** and has notbeen resolved pursuant to (a) above or, if the parties fail to commenceinformal dispute resolution pursuant to (a) above, either party may, in writingand within twenty (20) days of the response date noted in (a) above, ask theother party to participate in a one (1) day mediation with an impartialmediator, and the other party shall do so. Each party will bear its ownexpenses and an equal share of the fees of the mediator.  If the mediation is not successful theparties may proceed with litigation subject to Section 11.5 above

11.7                           TaxExemption Certificate.  Upon request,Ingram Micro will provide Vendor with a valid tax exemption certificate.

11.8                           Compliance.  Each party shall comply with all applicablestate, federal, and where applicable, country specific rules and regulationsand shall indemnify the other party in the event of any violations thereof.

11.9                                                 Insurance.

Vendor shallobtain and maintain the following insurance coverage at its expense:

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### (a)          Commercial GeneralLiability (including product and completed operations, personal and advertisinginjury and contractual liability coverage) with a minimum per occurrence limitof ***; General Aggregate limit of ***; Products and Completed OperationsAggregate limit of *** and Personal & Advertising Injury limit of ***,written on an occurrence form. Limits noted above will be comprised of primaryCommercial General Liability and Umbrella Liability.  The insurance policy will include a VendorEndorsement executed in favor of Ingram Micro Inc.

### (b)         Workers’Compensation Insurance with statutory limits granting a waiver of subrogationin favor of Ingram Micro Inc.

### (c)          Employers’Liability (Stop-Gap Liability) insurance with minimum limits of ***.

### (d)         AutomobileLiability Insurance with *** coverage limits for each accident, includingowned, non-owned and hired vehicles.

### (e)          Thecoverage territory applicable to the insurance policies required above must beworldwide with the exception of Workers’ Compensation insurance, which must bemaintained in those territories where such coverage is mandated, and AutoLiability. Vendor will provide Certificates of Insurance at all times namingIngram Micro Inc. as “Additional Insured”with respect to General Liability, Umbrella Liability, and Auto Liabilitypolicies. Vendor shall provide the Certificates of Insurance evidencing therequired coverage and specifically confirming the vendor endorsement and waiverof subrogation as stated above upon execution of this Agreement and at eachrenewal thereafter.

(f)            Vendor’s insurers mustbe Best rated A-, VII or better. Policy limits may not be reduced, termsmaterially changed, or policies canceled by either party except after thirty(30) days prior written notice to Ingram Micro. Vendor’s insurance shall beprimary with respect to all obligations assumed by Vendor pursuant to thisAgreement. Any insurance carried by Ingram Micro shall not contribute toinsurance maintained by Vendor. Coverage and limits referred to above shall notin any way limit the liability of Vendor.

11.10                     MediaReleases.** **Except for any announcement intended solely for internaldistribution by either party or any disclosure required by legal, accounting,or regulatory requirements, all media releases, public announcements, or publicdisclosures, including but not limited to promotional or marketing material, byeither party or its employees or agents relating to this Agreement or itssubject matter, or including the Marks of the other party or any affiliate ofsuch party, shall be coordinated with and approved in writing by the otherparty prior to the release thereof.

11.11                     Gifts,Gratuities, Entertainment and other Courtesies.  Ingram Micro’s policy prohibits solicitationof gifts, gratuities, entertainment and other courtesies from Vendor and willbe provided in writing to Vendor.

11.12                     Construction.  The parties to this Agreement and theircounsel have reviewed and revised this Agreement and the normal rule ofconstruction that any ambiguities in the Agreement are to be resolved againstthe drafting party shall not be employed in the interpretation of thisAgreement.

11.13                     Counterparts.  This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

11.14                     SectionHeadings.  Section headings in thisAgreement are for convenience only, and shall not be used in construing theAgreement.

11.15                     Incorporationof all Exhibits.  Each exhibitreferred to and attached hereto is incorporated by reference as if set forthfully herein.

11.16                     Severability.  If any provision of these terms andconditions shall be held to be invalid, illegal or unenforceable, such provisionshall be enforced to the fullest extent permitted by applicable law and thevalidity, legality and enforceability of the remaining provisions shall not inany way be affected or impaired thereby.

11.17                     No ImpliedWaivers.  If either party fails to requireperformance of any duty hereunder by the other party, such failure shall notaffect its right to require performance of that or any other dutythereafter.  The waiver by either partyof a breach of any provision of this Agreement shall not be a waiver of theprovision itself or a waiver of any breach thereafter, or a waiver of any otherprovision herein.

11.18                     BindingEffect; Assignment.  Neither partyshall assign this Agreement without the express written consent of assignmentby the other party, except for an assignment to an Affiliate or an assignee ofall or substantially all of the assets, stock, or equity of the assigning party(whether pursuant to a merger, acquisition, or otherwise) provided that theassigning party promptly notifies the non-assigning party of such assignment inwriting and provides written evidence that the assignee

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has assumed all ofthe obligations of the assigning party under this Agreement; any other attemptto assign or transfer  this Agreementwithout the express written consent of the other party shall not be bindingupon the other party and shall not relieve from any liability or obligation under this Agreement. Subject to theforegoing, this Agreement shall be binding upon and shall inure to the benefitof the parties hereto and their respective successors and assigns.

11.19                     Acquisitions.  If, as a result of any merger or acquisitionof any kind, Vendor becomes obligated under, or entitled to the benefits of,any other distribution agreement with Ingram Micro the terms of which are notconsistent with the terms of this Agreement, then the parties shall have theright to mutually determine with respect to any such conflicting terms, which termsshall be binding on Vendor and Ingram Micro.

11.20                     Termination.  Notwithstanding anything to the contrary inthis Agreement, if the parties fail to reach agreement on the pricing and feesapplicable to this Agreement on or before the forty-fifth day after theEffective Date, then Websense may terminate this Agreement without penalty orobligation.  ***. Either party mayterminate this Agreement with written notice if the other party: materiallybreaches any term of this Agreement and fails to cure *** after writtennotification detailing such breach; or ceases to conduct business in the normalcourse, becomes insolvent, makes a general assignment for the benefit ofcreditors, suffers or permits the appointment of a receiver for its business orassets, or avails itself of or becomes subject to any proceeding under anyBankruptcy Act or any other federal or state statute relating to insolvency orthe protection of rights of creditors.

11.21                     Survival.  Unless a provision setting forth the rightsor obligations of a party hereunder is expressly terminated pursuant to thespecific language of the provision, the parties acknowledge and agree that allrights and obligations set forth herein, which by their nature or operation areconsidered material, shall survive termination of this Agreement.

11.22                     Entirety.  This Agreement constitutes the entireagreement between the parties regarding its subject matter. This Agreementsupersedes any and all previous proposals, representations or statements, oralor written. Any previous agreements between the parties pertaining to thesubject matter of this Agreement are expressly terminated. The terms andconditions of each party’s purchase orders, invoices, acknowledgments,confirmations or similar documents shall not apply to any order under thisAgreement, and any such terms and conditions on any such document are objectedto without need of further notice or objection. Any modifications to thisAgreement must be in writing and signed by authorized representatives of both parties.

11.23                     SignatoryAcknowledgement.  The signatoryhereto acknowledges that this contract is intended to bind it and itssubsidiaries and affiliates. Accordingly, the signatory hereto shall (i) takeall necessary action to ensure compliance with the terms of this Agreement byall of its subsidiaries and affiliates and (ii) be responsible for any breachesby any of its subsidiaries and affiliates of any obligation hereunder,including without limitation, any payment obligation, any indemnification obligationand any warranty obligation.

11.24                     AuthorizedRepresentatives.  Either party’sauthorized representative for execution of this Agreement or any amendmenthereto shall be president, a partner, or a duly authorized vice-president orrepresentative****of the respective party.  The parties executing this Agreement warrantthat they have the requisite authority to do so.

11.25                     ForceMajeure.  Neither party shall beliable or deemed to be in default for any delay or failure in performance underthis Agreement or interruption of service resulting directly or indirectly fromacts of God, acts of war or any causes beyond the reasonable control of theacting party.  Notwithstanding theforegoing, if a party fails to perform under this Agreement because of theevents stated herein, the affected party shall take commercially reasonablesteps to mitigate the detrimental impact of such failure of performance on theother party.

IN WITNESS WHEREOF, theparties hereunto have executed this Agreement.
| Ingram Micro Inc. (“Ingram  Micro”) |   | Websense, Inc. (“Vendor”) |
|-----------------------------------------------|--------|-------------------------------------|
|                                          |   |                                |
|                                          |   |                                |
| By:                                           |   |                                |   | By: |   |   |
|                                          |   |                                |
|                                          |   |                                |
| Printed Name:                                 |   |                                |   | Printed Name: |   |   |
|                                               |        |                                     |  |  |  |  |  |  |

 

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*** Confidentialmaterial redacted and submitted separately to the Commission

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| Title: |   |   |   | Title: |   |   |
|--------|--------|--------|--------|--------|--------|--------|
|   |   |   |
|   |   |   |
| Date:  |   |   |   | Date:  |   |   |

 

**EXHIBITS:**

A              End-UserSubscription Agreement

B                Subscription OrderForm

C                SubscriptionProduct Terms

D               Subscription Fees

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## **EXHIBIT A**

For informationpurposes only

Thefollowing Agreement describes the terms and conditions under which WEBSENSEoffers you a subscription to use its software and database(s).  By clicking on the “I Agree” button below orby using WEBSENSE software or any WEBSENSE database, **YOUACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND YOU AGREETO BE BOUND BY ITS TERMS AND CONDITIONS.**

**SUBSCRIPTIONAGREEMENT**

# **1.****             ****Subscription**

 

Websense, Inc., located at10240 Sorrento Valley Road, San Diego, CA 92121 (“WEBSENSE”), hereby providesyou (“You” or “Your”) with certain subscription services (the “Subscription”)in accordance with the terms of this Agreement. As part of the non-transferable Subscription, certain WEBSENSEproprietary software applications (“Software”), WEBSENSE proprietarydatabase(s) of URL addresses, applications and other valuable information (“Database(s)”),changes to the content of the Database(s) (“Database Updates”) and certainmodifications or revisions to the Software (“Software Upgrades”), together withapplicable documentation (collectively, the “Products”) shall be madeaccessible to You on a periodic basis as set forth below.  For clarification, the term “Software” shallinclude Software Upgrades and the term “Database(s)” shall include DatabaseUpdates.

# **2.****             ****Evaluation Key**

 

If You have received a temporaryencrypted alphanumeric access code (“Evaluation Key”) as a prospectivesubscriber for evaluation purposes, You must use it strictly for Your owninternal use in evaluating the Products’ performance to facilitate Yoursubscription decision.  The EvaluationKey will allow You to access certain Databases using certain of the Softwarefor a maximum period of thirty (30) days in accordance with the terms andconditions provided therewith.  At theend of the thirty (30) day evaluation period, (i) the Agreement shall terminateand You must return or destroy all Products in Your possession, whether onservers, computers, electronic appliances, devices, storage media or locatedelsewhere, or (ii) You must convert this limited evaluation usage to aSubscription by payment of the applicable Subscription fee (“Subscription Fee”)for a fee-based encrypted alphanumeric Subscription access code (“SubscriptionKey”).

# **3.****             ****Subscription Key**

 

Once the parties mutuallyagree to the terms of a purchase commitment (the “Order”), WEBSENSE will issueYou a Subscription Key that allows You to access certain Databases and use theSoftware in accordance with the terms and conditions set forth herein.  You may download the Software from WEBSENSE’sweb site located at http://www.websense.com or transfer it to Your server fromcompact disk, diskette, tape or other media provided by WEBSENSE.  You may use the Software to access certainDatabase(s) only on a specified server, in and for Your own or Yoursubsidiaries’ or affiliates’ internal purposes and business operations.  The Subscription Key may be relocated and/ortransferred to operate on another of Your servers within another of Yourlocations.

# **4.****             ****Subscription Fee**

 

Your payment of theSubscription Fee entitles You to access the ordered Database(s) based on thenumber of Seats that the Subscription Fee covers for the term of theSubscription.  “Seat” means eachcomputer, electronic appliance or device that is authorized to access or usethe Database(s), whether or not through, or in conjunction with, a server.  The amount due will be set forth in the Orderand billed via an invoice from WEBSENSE or one of its authorized resellers (“Resellers”).  YOUR USAGE MAY EXCEED THE NUMBER OF SEATSONLY UPON THE PAYMENT OF ADDITIONAL SUBSCRIPTION FEES FOR ADDITIONALSEATS.  WEBSENSE may audit Your usage ofthe Products on-site during normal business hours upon reasonable notice orremotely at any time.  You will be invoicedand required to pay for any Seats not previously subscribed to by You.  In the event any invoice is not paid by Youwithin thirty (30) days after receipt, WEBSENSE may assess a late paymentcharge in an amount equal to a rate of two percent (2%) per month, or thehighest amount allowed under applicable law, whichever is lower, on anyoutstanding balance which is not paid. Any and all fees specified in this Agreement do not include sales, use,property, value-added, withholding or other taxes, duties or fees, associatedwith the rights granted hereunder, the Products supplied herein or servicesprovided through this Agreement (“Taxes”). Any such Taxes shall be Your sole responsibility and will be billed toand paid by You.  This Section 4 shallnot apply to Taxes based on WEBSENSE’s net income or payroll taxes.

# **5.****             ****Term/Renewals**

 

As used in this Agreement, “Term”means the initial Subscription term and any subsequent renewal term(s) for theSubscription.  The initial Term of theSubscription is set forth in the Order. You must pay additional annual Subscription Fees prior to the expirationdate of the then-current Term for uninterrupted access to the Database(s) for arenewal Term.

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# **6.****             ****Database Updates and SoftwareUpgrades**

 

WEBSENSE regularly makesDatabase Updates and Software Upgrades. Your Subscription entitles You to advise WEBSENSE to download DatabaseUpdates to Your designated server pursuant to Your reasonable instructions.WEBSENSE may require You to install Software Upgrades up to and including thelatest release.  Database Updates andSoftware Upgrades will be provided to You only if You have paid the appropriateSubscription Fee for Your Seats.  You mayat Your sole discretion, provide to WEBSENSE manually, or utilizing theautomated technology of WEBSENSE’s proprietary software, WebCatcherTM, the URL addresses which You may have accessed or attempted to access,so that WEBSENSE may analyze and categorize them and include them in theDatabases.  Should You elect to enableWebCatcherTM, WEBSENSE makes no representations about thelegality of such monitoring in any particular jurisdiction, and You shall beresponsible and Websense shall have no responsibility for determining that thisproposed use of the Products complies with applicable laws.

# **7.****             ****Email Opt-Out**

 

Websense may periodicallysend You messages of an informational, advertisement or technical nature viaemail. You may choose to “opt-out” of receiving these messages by sending anemail to optoutlegal@websense.com requesting the opt-out. You acknowledge andagree that by sending such email and “opting out” You will not receive emailscontaining messages concerning upgrades and enhancements to Websense Products.

# **8.****             ****Premium Groups and ApplicationModules**

 

WEBSENSE may offer certain enhancedsubscription services, including but not limited to subscription services thatallow You to utilize add-on application modules.  The parties may agree pursuant to an Orderthat WEBSENSE shall provide the enhanced subscription services to You.  WEBSENSE shall provide the enhancedsubscription services only if You have paid the appropriate Subscription Feefor Your Seats utilizing the enhanced subscription services.  With respect to certain enhanced subscriptionservices, in order to get the full benefit of the enhanced subscriptionservices, You shall have the right to install certain Software designated in anOrder on individual computers, electronic appliances or devices, rather thanmerely on Your server.  If theSubscription includes the appropriate application module(s), You may at Yoursole discretion, provide to WEBSENSE manually, or utilizing the automatedtechnology of WEBSENSE’s proprietary software, AppCatcherTM, the names of applications which You may have accessed or attempted toaccess, so that WEBSENSE may analyze and categorize them and include them inthe Databases.  Should You elect toenable AppCatcherTM, WEBSENSE makes no representations about thelegality of such monitoring in any particular jurisdiction, and You shall beresponsible as between the parties for determining that this proposed use ofthe Products complies with applicable laws.

# **9.     Usage Policy**

 

You represent and warrantthat: (i) You shall take all appropriate measures to avoid violating anyprivacy rights of individuals in connection with Your use of the Products; (ii)You shall provide written notice to all users of the Products that their use ofYour computers, electronic appliances and devices may be monitored, and thatthe users should have no expectation of privacy when using the Products,including accessing the Internet or applications, as appropriate; (iii)  when You submit any web or application usedata to WEBSENSE, You shall do so without any information identifying anyparticular individual who attempted to access or actually accessed a specificURL address or application, or any other data that might identify anyparticular user; and (iv) You shall take appropriate steps to keep anymonitoring data confidential, and use it only for internal computer systemmanagement purposes and (v) the Product will not be used to filter, screen,manage or censor Internet content for consumers without their permission.

# **10.****      ****Limited Warranty**

 

WEBSENSE warrants that theProducts will operate in substantial conformance with the then current WEBSENSEpublished documentation under normal use for the Term.  Notwithstanding the previous sentence,WEBSENSE does not warrant that: (i) the Products will be free of defects; (ii)the Products will satisfy all of Your requirements; (iii) the Products will beused without interruption or error; (iv) the Products will always block accessto the addresses and applications that are contained in the Databases; (v) theDatabases will contain every foreseeable URL address or application that shouldpotentially be blocked; or (vi) addresses and applications contained in theDatabases will be appropriately categorized.

WEBSENSE shall use reasonableefforts to remedy any significant non-conformance in the Products which Youreport to WEBSENSE that WEBSENSE can reasonably identify and confirm.  WEBSENSE or its representative will repair orreplace any such non-conforming or defective Products.  You acknowledge that this paragraph setsforth Your exclusive remedy and WEBSENSE’s exclusive liability for any breachof warranty or other duty related to the Products.  Any unauthorized modification of theProducts, tampering with the Products, use of the Products inconsistent withthe accompanying documentation, or related breach of this Agreement by Youshall void the aforementioned warranty.

EXCEPT AS EXPLICITLY SETFORTH HEREIN AND TO THE EXTENT ALLOWED BY LAW, THERE ARE NO OTHER WARRANTIES,EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THEPRODUCTS OR THE SUBJECT MATTER OF THIS AGREEMENT.

# **11.****      ****Limitation of Liability**

TO THE FULLEST EXTENTPERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL WEBSENSE, ITS LICENSORS ORRESELLERS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVEOR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED UPON ANYCLAIMS INCLUDING, BUT NOT LIMITED TO CLAIMS FOR LOSS OF DATA, GOODWILL,OPPORTUNITY, REVENUE, PROFITS, OR USE OF THE PRODUCTS, INTERRUPTION IN USE ORAVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS,PRIVACY, EMPLOYEE CONDUCT, ACCESS TO URL ADDRESSES OR APPLICATIONS CONTAINED INTHE DATABASES THAT SHOULD HAVE BEEN BLOCKED, THE CONTENTS OF ANY ADDRESS ORAPPLICATION IN THE DATABASES, NEGLIGENCE, BREACH OF CONTRACT, TORT OR OTHERWISEAND THIRD PARTY CLAIMS, EVEN IF WEBSENSE HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES.  IN NO EVENT WILL ANYAGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO WEBSENSEOVER THE ONE YEAR PERIOD PRIOR TO THE EVENT OUT OF WHICH THE CLAIM AROSE FORTHE SPECIFIC SUBSCRIPTION FOR THE PRODUCT THAT DIRECTLY CAUSED THE DAMAGE.

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# **12.****      ****Ownership**

 

Allright, title and interest in and to the Products and any modifications,translations, or derivatives thereof, even if unauthorized, and all applicablerights in patents, copyrights, trade secrets, trademarks and all intellectualproperty rights in the same shall remain exclusively with WEBSENSE and itslicensors, if any.  Products providedhereunder are valuable, proprietary, and unique, and You agree to be bound byand observe the proprietary nature thereof. “Websense®,” “Websense Enterprise®,” “WebCatcherTM” and “AppCatcherTM” are trademarks of WEBSENSE.  WEBSENSE’s failure to list a trademark inthis Section 12 shall not constitute a waiver of any trademark rights.  You may not, and shall not allow thirdparties to: (i) reverse engineer, decompile, or disassemble the Products,except and only to the extent that such activity is expressly permitted byapplicable law notwithstanding this limitation; (ii) modify the Products orincorporate the Products into, or with, any other software; (iii) remove anyProducts’ identification or other notices; or (iv) loan, reproduce, transfer,distribute or resell the Products or any portion thereof, without the priorwritten consent of WEBSENSE.  You maymake copies of the Software for backup and hot swap purposes only. You may not,and shall not allow third parties to, publish, distribute or disclose theresults of any benchmark tests performed on the Products without WEBSENSE’Sprior written approval.

# **13.****      ****Intellectual PropertyIndemnification**

 

In the event of any claim bya third party against You asserting, or involving, a patent or copyrightviolation which concerns Products subscribed to by You hereunder, WEBSENSE willdefend You, at its expense, and will indemnify You against cost, expense,attorneys’ fees and liability arising from such claim whether or not such claimis successful; however, You must notify WEBSENSE in writing within ten (10)days after You have received notice of any such claim of infringement.  WEBSENSE shall have sole control of thedefense and related settlement negotiations for the claim; provided thatWEBSENSE shall have no right to incur any financial liability for a claim or amaterially adverse impact on Your behalf without Your written consent.  You shall fully assist and cooperate in thedefense and settlement negotiations as reasonably requested by WEBSENSE so longas WEBSENSE pays Your out-of-pocket expenses associated with such assistanceand cooperation.  Subject to WEBSENSE’sright to control the defense and settlement of such claims, You may, at Yourcost and expense, engage Your own counsel to advise You regarding any claims.

In the event an injunction ororder shall be obtained against Your use of Products, or if in the opinion ofWEBSENSE, the Products are likely to become the subject of a claim ofinfringement, WEBSENSE shall, at its sole option and expense:  (i) procure for You the right to continueusing the Products; (ii) modify the Products so that they become non-infringing;or (iii) replace the Products with substitute Products which performsubstantially the same.  WEBSENSE willhave no liability to You with respect to any claim of patent or copyrightinfringement which is based upon:  (a)the combination or use of the Products with any other equipment or program notfurnished by WEBSENSE; (b) any modification of the furnished Products by aparty other than WEBSENSE; (c) any use of the Products by You that exceeds thescope of the rights set forth in Section 12; or (d) the failure to promptlyuse/install any Database Update or Software Upgrade provided by WEBSENSE.  You shall indemnify WEBSENSE for any thirdparty claims of patent or copyright infringement arising out of Your actions(a)-(d), as set forth in the previous sentence.

THE FOREGOING STATES YOURSOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS ANDTHE ENTIRE LIABILITY OF WEBSENSE WITH REGARD THERETO.

# **14.****      ****Termination/Suspension of Access**

 

WEBSENSE may terminate thisAgreement, upon reasonable notice, if You breach any term hereof.  Any payment obligations of a party and theterms of Sections 10, 11, 12, 13, 15, 16, 17, 18 and 19, as appropriate, shallsurvive termination or expiration of this Agreement.  Upon expiration or termination of thisAgreement for any reason, all rights granted to You to use the Products oraccess the Database(s) hereunder will cease and You must promptly destroy allProducts, and any copies thereof, in Your possession, whether on servers,computers, electronic appliances, devices, storage media or located elsewhere.

# **15.****      ****Software and Services**

 

Subject to the terms and conditions of thisAgreement, and only prior to termination or expiration of this Agreement,WEBSENSE hereby grants You a limited, non-exclusive, non-sublicensable,non-transferable right solely to access and use internally Software andSoftware Upgrades (in object code form only) to: (i) access WEBSENSEDatabase(s) and Database Updates; and (ii) manage Your  Internet and application use, during the termof this Agreement and as described in the Order.  This right extends only to the number ofSeats set forth in the Order and is effective only upon the payment of theSubscription Fee.  The Products shallreside on Your designated server, except as set forth in Section 8.  Websense provides its standard technicalsupport for Subscriptions to Products pursuant to the terms of thisAgreement.  Enhanced support offerings andservices are available for additional cost and are also sold pursuant to theterms of this Agreement.

# **16.****      ****Export Restrictions**

 

You acknowledge that theProducts and all related technical information, documents and materials aresubject to export controls under the U.S. Export Administration Regulations andthe export regulations of other countries. You may not re-export the Products or related technical information,documents or materials unless You have complied with all appropriate laws,regulations and rulings, and obtained an appropriate authorization from theU.S. Commerce Department and/or any other appropriate government authorities.

# **17.****      ****Governing Law**

 

This Agreement shall begoverned in all respects by the laws of the State of California, USA, excludingits conflict of laws rules and without application of the United NationsConventions on Contracts for the International Sale of Goods.  You agree to the exclusive jurisdiction andvenue of the state and federal courts located in San Diego County, California,USA, for the adjudication of any disputes arising from, related to or regardingthe Products or the subject matter of this Agreement.

# **18.****      ****Government Customers**

 

If a unit or agency of the U.S. government is givencertain rights to use the Products, this provision applies.  The Products (a) are or contain existing

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computer software and accompanying documentation andwere developed at private expense, (b) are trade secrets of WEBSENSE for allpurposes of the Freedom of Information Act, (c) are “commercial items” and/or “commercialcomputer software” as defined in FAR 2.101, DFARS 252.227-7014(a)(1) and DFARSsection 252.227-7015, subject to limited utilization as expressly stated inthis Agreement, (d) in all respects are proprietary data belonging to WEBSENSE,and (e) are unpublished and all rights are reserved under the copyright law ofthe United States.  For civilian agenciesand entities given certain rights to use the Products, and any legend or markthereof, the rights to use the Products are limited to “Restricted Rights,” anduse, reproduction or disclosure is subject to restrictions set forth in thisAgreement, the provisions in FAR 12.212 or DFARS 227.7202-3 -227.7202-4 and, tothe extent required under U.S. federal law, the minimum restricted rights setforth in FAR 52.227-14, Restricted Rights Notice (June 1987) AlternateIII(g)(3) or FAR 52.227-19.  To theextent any technical data is provided pursuant to the Agreement, such data isprotected per FAR 12.211 and DFARS 227.7102-2 and to the extent explicitlyrequired by the U.S. government, is subject to limited rights set forth inDFARS 252.227.7015 and DFARS 252.227-7037. In the event that any of the above referenced agency regulations aremodified or amended, the subsequent equivalent regulation shall apply.

# **19.  Miscellaneous**

All notices or approvalsrequired under this Agreement must be given in writing and sent to therespective addresses set forth in Section 1 above, in the case of Websense, andin the relevant Order, in Your case, and shall be delivered by (i) FederalExpress or other overnight courier and deemed received within one business daysof sending; (ii) certified U.S. mail and deemed received upon writtenverification of receipt; or (iii) facsimile and deemed received uponacknowledgement of receipt of electronic transmission.  This Agreement and any Orders express thecomplete and exclusive statement of this agreement between the parties andsupersede all prior oral or written agreements, communications, statements andnegotiations relating to the subject matter hereof.  Inconsistencies between this Agreement andany Orders shall be governed by this Agreement. Any waiver or modification of this Agreement will not be effectiveunless executed in writing and signed by the parties.  A waiver of any breach of this Agreement by aparty shall not be construed to be a waiver of a subsequent breach.  This Agreement will bind Yoursuccessors-in-interest.  If any provisionof this Agreement is held to be unenforceable, in whole or in part, suchprovision shall be struck in part or in whole, as necessary, and the remainingprovisions of this Agreement shall remain valid.  You acknowledge that WEBSENSE may use Yourcompany name only in a list of WEBSENSE customers.  Neither party shall be liable for any failureor delay in performance due, in whole or in part, to any cause beyond itsreasonable control, except for payment of fees due under this Agreement.

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**Exhibit B**

For informationpurposes only

10240 Sorrento Valley Road

San Diego, CA 92121

**SubscriptionOrder Form**

Websense Inc. hereby grants Subscriber, as identified below,a non-exclusive, non-transferable right to use the Websense provided softwareproducts (the “Software”) solely to access the Websense Database for a limitedtime on the conditions set forth below and in the then current WebsenseSubscription Agreement  (atwww.websense.com/global/en/Downloads/Terms/) incorporated herein by reference(herein collectively the “Agreement”).
| ***Subscriber Information***       |       |       |
|------------------------------------|------------|------------|
| *** ***                       |       |       |
| **Subscriber  Company:**           | ** ** |
| *** ***                       |       |       |
| **Subscriber  Company Name:**      | ** ** |
| ** **                         |       |       |
| **Subscriber  Company Address:**   | ** ** |
| ** **                         | ** ** | ** ** |
| ** **                         | ** ** | ** ** |
| **Subscriber  Contact Telephone:** |       |
| ** **                         | ** ** |       |   |
| ** **                         |       |       |
| **Subscriber  Contact email:**     |       |
|                                    |            |            |  |  |  |  |  |  |

 

 

***Subscription Fees***

Subscriber shallpay a Subscription Fee of $             for                           *(the number of)* Seats for                 (*the number of)*year(s).

The subscriptionperiod will begin upon signature of this addendum.

Upon expiration ofthe year(s) purchased, Subscriber must purchase additional years for properoperation of the Software and for use of the Websense Database.

SUBSCRIBER ACKNOWLEDGESTHAT IT HAS AGREED TO THETERMS AND CONDITIONS FOR WEBSENSE PRODUCTS AT(www.websense.com/global/en/Downloads/Terms/) WHICH MAY BE CHANGED FROMTIME TO TIME BY WEBSENSE AND WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE,BY INSTALLING AND USING THE SOFTWARE AND/OR THE WEBSENSE DATABASE. THE PERSONSIGNING ON BEHALF OF THE SUBSCRIBER

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REPRESENTS THAT HE/SHEHAS THE AUTHORITY TO SIGN THIS AGREEMENT AND BIND THE SUBSCRIBER TO ITS TERMS.
| **Subscriber:** |   |   |
|-----------------|--------|--------|
| ** **      |   |   |
| ** **      |   |   |
| By:             |   |   |
|            |   |   |
|            |   |   |
| Print Name:     |   |   |
|            |   |   |
|            |   |   |
| Title:          |   |   |
|            |   |   |
|            |   |   |
| Date:           |   |   |
|                 |        |        |  |  |  |

 

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## **EXHIBIT C**

## **SUBSCRIPTION PRODUCT TERMS**

**1.****                                      PRODUCTS**.

General.The terms herein apply to Subscription Products (hereafter in this Exhibit Cthe “Product”) and are in addition to the terms in the underlying Agreement. Asused herein, “End-User” shall have the meaning set forth in the Agreement.

**2.****                                      SUBSCRIPTIONGRANT**

2.1                                 Right to Distribute Products. As specifically set forth in the Agreement,Vendor grants to Ingram Micro a ***right to distribute Products to its Resellers ***.

2.2                                 Retained Rights. Notwithstanding anything to the contraryset forth in this Agreement, all right, title in and to the Products and anymodifications, translations or derivatives thereof, even if unauthorized, andall applicable rights in patents, copyrights, trade secrets, trademarks and allintellectual property rights in the same shall remain exclusively with Vendorand its licensors, if any.

# **3.****                                      DISTRIBUTIONPROCESS**

3.1                                 ElectronicProduct Access.  Vendor shall provideaccess to the Products pursuant to an Ingram Micro PO.

3.2                                 Cancellationof Orders.  Ingram Micro has theright to cancel any PO ***. Any delivery of the Products on a *** will besubject to ***.

3.3                                 Invoicing.  For each Product ordered by Ingram Micro withaccess provided to an End-User, Vendor shall issue to Ingram Micro an invoice ***as specified herein. At least ***, Vendor shall provide Ingram Micro with acurrent statement of account listing all invoices outstanding and any paymentsmade and credits given since the date of the previous statement. Vendor agreesto provide invoices related to the Product to Ingram Micro *** days of shipdate.

3.4                                 Information.Vendor agrees to provide the following information within ten (10) days afterreceipt of a written request from Ingram for any Product which is subject tosuch requirements, each Product’s Export Control Classification Number (ECCN),U.S. Harmonized Tariff System Number (HTS), Country of Origin, and for Productscontaining encryption, the Encryption bit, the declaration of eligibility forLicense Exception ENC,  and a copy of theCommodity Classification Automated Tracking System (CCATS) approval form.

3.5                                 ProductWarranty:  Vendor represents andwarrants that (i) it will not *** of any Product on the End-User’s computerthat performs functions *** including, but not limited to: (a) transmission ofProduct *** about the computer owner or End-User, (b) monitors and transmits ***,or (c) ***, (ii) it will provide easy and reasonable removal procedures ***from the End-User’s computer by End-User’s IT administrator, and (iii) it will ***.

3.6                                 SubscriptionDesk ***.  ***.

# **4.****                                      PRICING& PAYMENT TERMS**

4.1                                 ProductPricing. Not less than *** prior to Vendor changing its list pricing,Vendor must provide Ingram Micro with written notice thereof.  Ingram Micro shall ***.

4.2                                 Paymentand Withhold Amounts.  Ingram Micro’spayment terms for any order of Product hereunder shall be *** from the invoicedate.  Payment shall be deemed made onthe *** or the *** of electronic funds transfer, if applicable. Notwithstandingany other provision in this Agreement to the contrary, Ingram Micro shall notbe deemed in default if it deducts from invoice (“DFI”) or withholds anyspecific amount invoiced by Vendor due to Vendor’s error and Vendor agrees thatIngram Micro may DFI for any other mutually agreed upon credits due IngramMicro (e.g., Special Pricing or program withholds.) Any such DFI by IngramMicro shall constitute Ingram Micro’s submission of a claim related to suchitem. Vendor agrees to notify Ingram Micro of any discrepancies. Vendor agreesthat Ingram Micro retains the right to withhold an amount

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*** Confidentialmaterial redacted and submitted separately to the Commission

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equal to anycomplete, approved or pending mutually agreed upon marketing programs for whichIngram Micro has not yet provided a claim or invoice to Vendor. The partiesagree to reconcile all accounting issues related to this Agreement on a ***.

4.3                                 Rebate.  Vendor will pay *** a rebate as mutuallyagreed between the parties *** thereof commencing upon the Effective Date ofthis Agreement. *** will provide Vendor with an invoice for the rebate sum atthe end of *** and Vendor will provide *** a check or wire funds in the amountof the rebate sum *** after receipt of a correct invoice.

**5.**                                      TAXESAND TITLES

5.1                                 Taxes.  ***. Should tax law in the Territory requirethe withholding of tax by Ingram Micro on any of its payments to Vendor, thenIngram Micro shall provide to Vendor documentation that establishes IngramMicro’s obligation to withhold such tax as well as all receipts, credit noticesor other documents which evidence the actual withholding and submission of suchtaxes by Ingram Micro to the applicable taxing authorities.

5.2                                 Title.  Title to and risk of loss or damage to themedia containing the Software will pass to Ingram Micro upon *** or ***.

**6.****                                      RETURNS**

6.1                                 Rightof Return.  Vendor agrees to consider anyreturn requests by Ingram Micro or Ingram Micro’s customers ***.

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*** Confidentialmaterial redacted and submitted separately to the Commission

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**Exhibit D**

**SubscriptionFees**

Subscription Feesare based upon *** of the Database(s) pursuant to the terms of the End-UserSubscription Agreement the current form of which is set forth in Exhibit A fora specified subscription term.  Uponexpiration of the initial subscription term, an End-User *** for uninterrupteduse of the Software to access the Database(s). “Seat” means any computer, electronic appliance or device that isauthorized to access or use the Databases(s), whether or not through, or inconjunction with a server.  Vendor willprovide Ingram Micro notice of an increase in the list price of the Products,as set forth in Exhibit C.  ***.

**Current list of fees:**

To be agreed in writingbetween the parties on or before the *** after the Effective Date.

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*** Confidentialmaterial redacted and submitted separately to the Commission

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