Exhibit 10.6 





 


EXECUTION VERSION


 


CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM
TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. 


 


	IBM
  International Client Relationship Agreement	 




 


This IBM International Client Relationship Agreement (Agreement or
iCRA) includes Part 1 – General Terms and Part 2 – Country Required Terms. This Agreement governs transactions
by which Client may order Programs, Cloud and other Services, Machines and Appliances (collectively IBM Products) and third party products
and services (Non-IBM Products). Transaction Documents (TDs) and Attachments detail the specifics of transactions such as charges and
a description of and information about the Product. Examples of TDs include statements of work, service descriptions, ordering documents,
supplements, or invoices. Attachments provide supplemental terms that apply to certain types of Products, such as product capacity or
trial services. In the event of conflict, an Attachment prevails over this Agreement and a TD prevails over both the Agreement and any
Attachment and only applies to the specific transaction.


 


IBM and Client have entered into a Separation and
Distribution Agreement, dated as of November 2, 2021 (the “Separation Agreement”). In furtherance of the foregoing, Client
may acquire Products from IBM for Client’s own Enterprise or for Client’s third-party End Users outside Client’s Enterprise,
as specified in the applicable Attachment and TDs.


 


Client Lead Company and IBM Lead Company agree to
coordinate the activities of their respective Enterprise companies participating under this Agreement. This Agreement is written in English
and signed with the understanding that the Lead Companies are bound by its terms. The Lead Companies will distribute copies of the Agreement
to their respective participating Enterprise companies. The specific relationship established in each country will be documented by signing
this Agreement or a participation document that incorporates this Agreement and its Attachments and TDs.


 


Enterprise companies include (i) companies within the same country
that Client or IBM control (by owning greater than 50% of the voting shares), and (ii) any other entity that controls, is controlled
by, or is under common control with Client or IBM, and has signed a participation agreement.


 


All references to the “Spin Date” means November 3, 2021.


 


Part 1 – General Terms


 


		1.	Programs



 


		a.	A Program is an IBM-branded computer program and related material
                                            available for license subject to the payment of charges. Program details are described in
                                            an Attachment called License Information (LI). Programs do not include Machine Code or Project
                                            Materials. Programs are copyrighted and licensed (not sold). When IBM accepts an order for
                                            a Program, Client is granted a nonexclusive license to: i) use the Program only up to its
                                            authorizations and subject to its LI; ii) make and install copies to support such authorized
                                            use; and iii) make a backup copy. Programs may be used by Client, its authorized employees
                                            and contractors only within Client’s Enterprise, and not to provide hosting or timesharing
                                            services to any third party. Client may not sublicense, assign, or transfer the license for
                                            any Program. Additional rights may be available for additional fees or under different terms.
                                            Client is not granted unrestricted rights to use the Program nor has Client paid for all
                                            of the economic value of the Program. Certain Programs may contain third party code licensed
                                            under separate agreements identified in the LI.



 


		b.	The license granted for a Program is subject to Client:



 


		(1)	reproducing copyright notices and other markings;



 


		(2)	ensuring anyone who uses the Program does so only for Client’s
                                            authorized use and complies with the license;



 


		(3)	not reverse assembling, reverse compiling, translating, or reverse
                                            engineering the Program; and



 


		(4)	not using any of the elements of the Program or related licensed
                                            material separately from the Program.



 


		c.	The metric applicable to a Program license is specified in an Attachment
                                            or TD. All licenses on a server or capacity based metric must be licensed to the full capacity
                                            of the server on which the Program is installed, unless sub-capacity usage is available from
                                            IBM and Client complies with the applicable sub-capacity requirements and terms as set forth
                                            in Attachments and TDs.



 


		2.	Services - Cloud Services



 


		a.	A Cloud Service is an IBM offering provided by IBM and made available
                                            via a network. Each Cloud Service is described in a TD. Cloud Services are designed to be
                                            available 24/7, subject to maintenance. Client will be notified of scheduled maintenance.
                                            Technical support and service level commitments, if applicable, are specified in an Attachment
                                            or TD.



 


		b.	When IBM accepts Client’s order, IBM provides Client the
                                            authorizations specified in the TD.



 


		c.	IBM will provide the facilities, personnel, equipment, software, and
                                            other resources necessary to provide the Cloud Services and generally available user guides
                                            and documentation to support Client’s use of the Cloud Service. A Cloud Service may
                                            require the use of enabling software that Client downloads to Client systems to facilitate
                                            use of the Cloud Service. Client may use enabling software only in connection with use of
                                            the Cloud Service and according to any licensing terms if specified in a TD. Enabling software
                                            is provided as-is, without warranties of any kind.



 


		d.	Client will provide hardware, software and connectivity to access
                                            and use the Cloud Service, including any required Client-specific URL addresses and associated
                                            certificates.



 


		e.	Client may access a Cloud Service only to the extent of authorizations
                                            acquired by Client. Client is responsible for use of Cloud Services by any user who accesses
                                            the Cloud Service with Client’s account credentials. A Cloud Service may not be used
                                            in any jurisdiction for unlawful, obscene, offensive or fraudulent Content or activity, such
                                            as advocating or causing harm, interfering with or violating the integrity or security of
                                            a network or system, evading filters, sending unsolicited, abusive or deceptive messages,
                                            viruses or harmful code, or violating third party rights. In addition, Client may not use
                                            Cloud Services if failure of the Cloud Service could lead to death, bodily injury, or property
                                            or environmental damage. Client may not: i) reverse engineer any portion of the Cloud Services;
                                            or ii) assign or resell direct access to a Cloud Service to a third party outside Client’s
                                            Enterprise. or iii) combine Cloud Services with Client’s value add to create a commercially
                                            available Client branded solution that Client markets to its end user customers unless otherwise
                                            agreed (unless otherwise set forth in an Attachment or Transaction Document).



 






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		f.	A Cloud Service or feature of a Cloud Service is considered “Preview”
                                            when IBM makes such services or features available at no charge, with limited or pre-release
                                            functionality, or for a limited time to try available functionality (such as beta, trial,
                                            no-charge, or preview designated Cloud Services). Preview services are excluded from available
                                            service level agreements. A Preview service may not be covered by support and IBM may change
                                            or discontinue a Preview service at any time and without notice. IBM is not obligated to
                                            release a Preview service or make an equivalent service generally available.



 


		2.1	Changes to Cloud Services



 


		a.	IBM may modify: i) a Cloud Service; and ii) IBM’s Data Security
                                            and Privacy Principles for IBM Cloud Services (DSP) from time to time at IBM’s sole
                                            discretion and such modifications will supersede prior versions. Updates to a TD (such as
                                            a service description or statement of work) will take effect upon a new order, change effective
                                            date for ongoing services, or upon the renewal date for Cloud Services that automatically
                                            renew. The intent of any modification will be to: i) improve or clarify existing commitments;
                                            ii) maintain alignment to current adopted standards and applicable laws; or iii) provide
                                            additional features and functionality. Modifications will not degrade the security or functionality
                                            of a Cloud Service.



 


		b.	IBM may withdraw a Cloud Service on 12 months’ notice, unless
                                            otherwise stated in a TD. IBM will continue to provide the Cloud Service for the remainder
                                            of Client’s unexpired term or work with Client to migrate to another IBM offering.



 


		2.2	Term and Termination of Cloud Services



 


		a.	The term of a Cloud Service begins on the date IBM notifies Client
                                            that Client can access the Cloud Service. IBM will specify whether the Cloud Service renews
                                            automatically, proceeds on a continuous use basis, or terminates at the end of the term.
                                            For automatic renewal, unless Client provides written notice to IBM or the IBM Business Partner
                                            involved in the Cloud Service not to renew at least 30 days prior to the term expiration
                                            date, the Cloud Service will automatically renew for the specified term. For continuous use,
                                            the Cloud Service will continue to be available on a month to month basis until Client provides
                                            30 days written notice to IBM or the IBM Business Partner involved in the Cloud Service of
                                            termination. The Cloud Service will remain available to the end of the calendar month after
                                            such 30 day period.



 


		b.	IBM may suspend or limit, to the extent necessary, Client’s
                                            use of a Cloud Service if IBM determines there is a material breach of Client’s obligations,
                                            a security breach, violation of law, or breach of the terms set forth in section 2 (f). If
                                            the cause of the suspension can reasonably be remedied, IBM will provide notice of the
                                            actions Client must take to reinstate the Cloud Service. If Client fails to take such actions
                                            within a reasonable time, IBM may terminate the Cloud Service.



 


		c.	Client may terminate a Cloud Service on one month’s notice:
                                            i) at the written recommendation of a government or regulatory agency following a change
                                            in either applicable law or the Cloud Services; ii) if IBM’s modification to the computing
                                            environment used to provide the Cloud Service causes Client to be noncompliant with applicable
                                            laws; or iii) if IBM notifies Client of a modification that has a material adverse effect
                                            on Client’s use of the Cloud Service, provided that IBM will have 90 days to work with
                                            Client to minimize such effect. In the event of such termination, IBM shall refund a
                                            portion of any prepaid amounts for the applicable Cloud Service for the period after the
                                            date of termination. If the Agreement is terminated for any other reason, Client shall pay
                                            to IBM, on the date of termination, the total amounts due per the Agreement. Upon termination, IBM
                                            may assist Client in transitioning Client’s Content to an alternative technology for
                                            an additional charge and under separately agreed terms.



 


		3.	Services – Other Services



 


		a.	IBM provides consulting, installation, customization and configuration,
                                            maintenance, and other services as detailed in an Attachment or TD. Client will own the copyright
                                            in works of authorship that IBM develops for Client under a Statement of Work (SOW) (Project
                                            Materials). Project Materials exclude works of authorship delivered to Client, but not created,
                                            under the SOW, and any modifications or enhancements of such works made under the SOW (Existing
                                            Works). Some Existing Works are subject to a separate license agreement (Existing Licensed
                                            Works). A Program is an example of an Existing Licensed Work and is subject to the Program
                                            terms. IBM grants Client an irrevocable (subject to Client’s payment obligations),
                                            nonexclusive, worldwide license to use, execute, reproduce, display, perform and prepare
                                            derivatives of Existing Works that are not Existing Licensed Works. IBM retains an irrevocable,
                                            nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, perform, sublicense,
                                            distribute, and prepare derivative works of Project Materials.



 


		b.	Any operational or administrative process that by its nature apply
                                            to a Service that is (a) part of Existing Backlog and (b) the process is documented
                                            in Client’s contract with its customer and (c) the process has been agreed to
                                            by the parties prior to Spin Date, will continue to apply for the current term of that customer’s
                                            contract with Client. For the purposes of this paragraph “Existing Backlog” means
                                            existing Service obligations documented under active IBM documents of understanding or the
                                            Survey Gizmo tool, including those amended by a mutually agreed project change request (PCR)
                                            or request for service (RFS), and as may be reflected in corresponding pricing and quote
                                            to cash records (i.e., CFTS/IERP), or equivalent forms but all as specified in an Attachment
                                            or TD.



 


		c.	Either party may terminate a Service if a material breach concerning
                                            the Service is not remedied within a reasonable time. IBM will provide at least 90 days’
                                            notice prior to withdrawal of Service. Client will pay charges for Services provided through
                                            the effective date of termination. If Client terminates without cause or IBM terminates for
                                            breach, Client will meet all minimum commitments and pay termination or adjustment charges
                                            specified in the SOW or TD and any additional costs IBM reasonably incurs because of early
                                            termination, such as costs relating to subcontracts or relocation. IBM will take reasonable
                                            steps to mitigate any such additional costs.



 






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		d.	IBM Personnel. Attachment A is incorporated by reference.



 


		4.	Machines and Appliances



 


		a.	A Machine is an IBM-branded device including its features, upgrades,
                                            and accessories. An Appliance is a Program and Machine combination designed for a particular
                                            function. Unless otherwise provided, terms that apply to a Program apply to the Program component
                                            of an Appliance and terms that apply to a Machine apply to the Machine component of an Appliance.
                                            Client may not use or transfer an Appliance’s Program component independently of the
                                            Appliance.



 


		b.	When IBM accepts Client’s order, IBM transfers title to
                                            Machines and non-IBM machines to Client or Client’s lessor upon payment of all amounts
                                            due, except in the United States where title transfers upon shipment. IBM bears risk of loss
                                            until delivery to the carrier for shipment. IBM pays for insurance on Client’s behalf
                                            until delivery to Client’s location. Client must report any loss in writing to IBM
                                            within 10 business days of delivery and follow the claim procedure. Additional charges may
                                            apply for IBM installation more than six months after shipment. Client must follow instructions
                                            provided to install Client set up Machines.



 


		c.	Machines and parts removed or exchanged for upgrade, warranty service,
                                            or maintenance are IBM property and must be returned to IBM promptly. A replacement assumes
                                            the warranty or maintenance status of the replaced part. A Machine may include parts that
                                            are not new and in some instances Machines may have been previously installed. Regardless, IBM’s
                                            warranty terms apply. Client will promptly install or allow IBM to install mandatory engineering
                                            changes. Client may only acquire Machines for use within Client’s Enterprise in the
                                            country where acquired and not for resale, lease, or transfer. Lease-back financing is permitted.



 


		4.1	Machine Code and Built in Capacity



 


Machines may include Machine Code (MC) and Built in Capacity
(BIC). MC is computer instructions, fixes, replacements, and related materials, such as data and passwords relied on, provided, used
with, or generated by MC, that permit the operation of the machine's processors, storage, or other functionality. MC is copyrighted and
licensed (not sold). IBM only provides copies, fixes, or replacements for MC for Machines under warranty or IBM maintenance, or under
a separate written agreement which may be subject to additional charges. Client agrees that all copies, fixes, or replacements for MC
will be obtained solely as authorized by IBM. Client is granted a nonexclusive license to use MC only: i) on the Machine for which IBM
provided it; and ii) to access and use BIC only to the extent paid for by Client, activated by IBM and subject to the Attachment called
IBM Authorized Use Table for Machines (AUT) available from IBM and at http://www.ibm.com/systems/support/machine_warranties/machine_code/aut.html.
BIC is computing resource (e.g., processors, storage, and other functionality) that IBM provides for a Machine. Use of BIC may be restricted
by contract, technological or other measures. Client agrees to IBM's implementation of technological and other measures that restrict,
monitor and report on use of BIC or MC, and to install any changes IBM provides. Client may not alter, reverse assemble, reverse compile,
translate, or reverse engineer the MC, or circumvent or interfere, by any means, with IBM’s contractual, technological, or other
measures that restrict, monitor or report on use of BIC or MC. While Client’s license to MC is in effect, Client may transfer possession
of the entire MC along with all of Client’s rights and obligations only with corresponding transfer of the Machine and a hardcopy
of this MC license, and only if the transferee agrees to the terms of this MC license. Client’s MC license terminates immediately
upon transfer. This Agreement governs MC and BIC on Machines acquired from another party. Use of BIC in excess of authorizations from
IBM is subject to additional charges.


 


		5.	Content and Data Protection



 


		a.	Content consists of all data, software, and information that Client
                                            or its authorized users provides, authorizes access to, or inputs to the Cloud Service or
                                            information or data Client may provide, make available or grant access to, in connection
                                            with IBM providing other Services, such as consulting, maintenance, or Program support. Providing
                                            Content or otherwise using Cloud Services will not affect Client’s ownership or license
                                            rights in such Content. IBM, its affiliates, and contractors of either may access and use
                                            the Content solely for the purpose of providing and managing the applicable Cloud Services
                                            or other Services. IBM will treat all Content as confidential by not disclosing Content except
                                            to IBM employees and contractors and only to the extent necessary to deliver the Cloud Services
                                            or perform other Services.



 


		b.	Client is responsible for obtaining all necessary rights and permissions
                                            to enable, and grants such rights and permissions to, IBM, its affiliates, and contractors
                                            of either to use, provide, store and otherwise process Content in the Cloud Services or other
                                            Services. This includes Client providing required information, making necessary disclosures
                                            and obtaining consent, if required, before providing individuals’ information, including
                                            personal or other regulated data in such Content. Client is responsible for adequate back-up
                                            of Content. If any Content could be subject to governmental regulation or may require security
                                            measures beyond those specified by IBM for Cloud Services or other Services, Client will
                                            not input, provide, or allow access to such Content unless specifically permitted in the
                                            terms of the relevant TD or unless IBM has otherwise first agreed in writing to implement
                                            additional security and other measures.



 


		c.	IBM’s Data Security and Privacy Principles for IBM Cloud Services
                                            (DSP), at http://www.ibm.com/cloud/data-security, apply for generally available Cloud
                                            Service offerings. Specific security features and functions of a Cloud Service may be provided
                                            in an Attachment and TDs. Client is responsible to assess the suitability of each Cloud Service
                                            for Client’s intended use and Content and to take necessary actions to order, enable,
                                            or use available data protection features for a Cloud Service appropriate for the Content
                                            being used with a Cloud Service. By using the Cloud Service, Client accepts responsibility
                                            for use of the Cloud Services, and acknowledges that it meets Client's requirements and processing
                                            instructions to enable compliance with applicable laws.



 






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		d.	IBM’s Data Processing Addendum at http://ibm.com/dpa
                                            (DPA) and applicable DPA Exhibit(s) apply to personal data contained in Content, if
                                            and to the extent: i) European General Data Protection Regulation (EU/2016/679) (GDPR); or
                                            ii) other data protection laws identified at http://ibm.com/dpa/dpl apply.



 


		e.	Upon request by either party, IBM, Client, affiliates of either,
                                            will enter into additional agreements as required by law in the prescribed form for the protection
                                            of personal or regulated personal data included in Content. The parties agree (and will ensure
                                            that their respective affiliates agree) that such additional agreements will be subject to
                                            the terms of the Agreement.



 


		f.	IBM will return or remove Content from IBM computing resources upon
                                            the expiration or cancellation of the Cloud Service, other Services, or earlier upon Client’s
                                            request. IBM may charge for certain activities performed at Client’s request (such
                                            as delivering Content in a specific format). IBM does not archive Content, however some Content
                                            may remain in backup files until expiration of such files as governed by IBM’s backup
                                            retention practices.



 


		6.	Warranties and Post Warranty Support



 


		a.	IBM warrants that Programs used in their specified operating environment
                                            conform to their official published specifications. The warranty period for a Program (not
                                            the Program component of an Appliance) is one year, or the initial license term if less than
                                            one year, unless another warranty period is specified in an Attachment or TD. During the
                                            Program warranty period, IBM provides Software Subscription and Support (S&S), entitling
                                            Client to defect correction information, restrictions, bypasses, and new releases and versions
                                            IBM makes generally available. Unless Client elects to discontinue S&S, annual S&S
                                            automatically renews at then-current charges until S&S for a version or release is withdrawn.
                                            If Client elects to continue S&S for a Program at a designated Client site, Client must
                                            maintain S&S for all uses and installations of the Program at that site.



 


		b.	IBM warrants that it provides Cloud and other Services using commercially
                                            reasonable care and skill in accordance with the applicable Attachment or TD, including any
                                            completion criteria, and that Project Materials will comply with the Attachment or TD at
                                            the time of delivery. The warranty for a Service ends when the Service ends.



 


		c.	IBM warrants that Machines used in their specified operating environment
                                            conform to their official published specifications. For a Machine or Appliance, the warranty
                                            period is specified in the Attachment or TD. During its warranty period, IBM will repair
                                            or exchange the Machine without charge, as specified in the Attachment. Warranty does not
                                            apply to Machines that Client did not allow IBM to install as required by the TD. Client
                                            may purchase warranty service upgrades and post warranty support where available. For Appliances,
                                            post warranty support includes maintenance and S&S.



 


		d.	If a Machine or Program does not function as warranted during its
                                            warranty period and IBM is unable to repair or replace it with a functional equivalent, Client
                                            may return it to IBM for a refund of the amount Client paid (for recurring charges, up to
                                            twelve months’ charges) and Client’s license or right to use it terminates.



 


		e.	IBM does not warrant uninterrupted or error-free operation
                                            of an IBM Product or that IBM will correct all defects or prevent third party disruptions
                                            or unauthorized third party access to an IBM Product. These warranties are the exclusive
                                            warranties from IBM and replace all other warranties, including the implied warranties or
                                            conditions of satisfactory quality, merchantability, non-infringement, and fitness for a
                                            particular purpose. IBM warranties will not apply if there has been misuse, modification,
                                            damage not caused by IBM, or failure to comply with instructions provided by IBM. Preview
                                            services and non-IBM Products are sold under the Agreement as-is, without warranties of any
                                            kind. Third parties may provide their own warranties to Client.



 


		7.	Charges, Taxes, Payment and Verification



 


		a.	Unless otherwise set forth in a TD, IBM will provide Products
                                            only after receiving Client’s authorization in either electronic or tangible form (i.e.,
                                            a purchase order, bill of lading, or another Client designated document) (collectively, a
                                            Work Authorization (WA)).  Preprinted Client terms on the WA are void and of no effect.
                                             Notwithstanding the foregoing, a WA is not required for Program or Cloud Services use
                                            in excess of authorizations.



 


		b.	Client agrees to pay all applicable charges specified for an IBM Product
or non-IBM Product, and charges for use in excess of authorizations.  The agreed upon charges and currency for an IBM Product and
non-IBM Product will be set forth in the TD.   Payment of invoices does not constitute acceptance of Project Materials.  IBM
will submit invoices to Client via Client’s designated electronic invoicing system. [***]. Prepaid Services must be used
within the applicable period. IBM does not give credits or refunds for any prepaid, one-time charges, or other charges already due or
paid. [***].



 


		c.	For Cloud Services, based on selected billing frequency, IBM
                                            will invoice Client the charges due at the beginning of the billing frequency term, except
                                            for overage and usage type of charges which will be invoiced in arrears. One time charges
                                            will be billed upon IBM’s acceptance of an order.



 


		d.	All charges referred to in this Agreement are expressed as exclusive
                                            of all applicable Indirect Taxes. If any Indirect Taxes are payable in relation to any goods,
                                            services or other supplies made under or in connection with this Agreement, including the
                                            provisioning and fulfillment of such supplies (i) the applicable Indirect Taxes shall
                                            be added to any charges payable by Client; (ii)  IBM shall issue an invoice or
                                            other billing documentation to the Client that complies with applicable tax laws; and (iii) as
                                            applicable, Client shall pay or reimburse the amounts of such Indirect Taxes to IBM on or
                                            before the due dates for satisfaction of such invoices. Indirect Taxes means value added,
                                            goods and services, consumption, sales, use, revenue and/or turnover taxes calculated as
                                            a percentage of gross revenue (excluding income taxes calculated on net income or profit),
                                            financial transaction, digital services, export and import taxes or duties, stamp, registration,
                                            documentary and property taxes and any other similar charges or contributions, including
                                            surcharges on the aforementioned taxes, in each case imposed, collected or assessed by, or
                                            payable to, a tax authority or other governmental agency.



 






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In the event that local laws or regulations could require
the IBM contracting entity to register for Indirect taxes in overseas countries, Client agrees to execute local agreements with the local
IBM Enterprise company in the applicable overseas country where IBM makes supplies under the Agreement and/ or the Client or Client Enterprise
company receives the supplies. Client may nominate which Client Enterprise company (namely, Client or a local Client Enterprise company,)
executes the local service agreement with the local IBM Enterprise company.


 


Client will pay the charge to IBM net of the required withholding
or deduction and shall account for the amount so deducted or withheld to the relevant tax authority. Client will supply to IBM evidence
to the reasonable satisfaction of IBM that Client has accounted to the relevant tax authority for the amount withheld or deducted and
will provide all such reasonable assistance as may be requested by the IBM in recovering the amount withheld or deducted. In the event
that a double taxation treaty applies which provides for a reduced withholding tax rate (including a complete exemption from withholding
tax), Client shall take all reasonable steps to ensure that such reduced withholding is applied.


 


		e.	Unless otherwise set forth in an attachment or TD, IBM may change
                                            recurring charges, labor rates and minimum commitments on three months' notice. Notwithstanding
                                            the foregoing IBM may change Cloud Service charges on thirty days’ notice unless otherwise
                                            committed to pricing during the term of the Cloud Service or as specified in an attachment
                                            or TD. A change applies on the invoice date or the first day of the charging period on or
                                            after the effective date IBM specifies in the notice. IBM may change one-time charges without
                                            notice. However, a change to a one-time charge does not apply to an order if: i) IBM receives
                                            the order before the announcement date of the increase; and ii) within three months after
                                            IBM’s receipt of the order, the product is shipped or made available to Client.



 


		f.	Client will: i) maintain, and provide upon request, records, system
                                            tools output, and access to Client’s premises, as reasonably necessary for IBM and
                                            its independent auditor to verify Client’s compliance with the Agreement, including
                                            MC and Program licenses and metrics, such as sub-capacity usage; and ii) promptly order and
                                            pay for required entitlements (including associated S&S or maintenance) at IBM’s
                                            then current rates and for other charges and liabilities determined as a result of such verification,
                                            as IBM specifies in an invoice. These compliance verification obligations remain in effect
                                            during the term of any TD and for two years thereafter.



 


		g.	Travel Expenses. To the extent travel expenses are reimbursable
                                            by Client under a TD, Client will reimburse IBM for the following travel expenses only, provided
                                            they are incurred in the performance of this Agreement and with Client’s prior written
                                            approval for the estimated costs and daily limits (as may be specified by Client): (i) tolls,
                                            parking fees, taxis, buses or auto rentals fees (ii) personal automobile use , excluding
                                            normal commutation; (iii) air transportation at the economy, tourist or coach class
                                            rate for the most direct route of a scheduled airline; (iv) reasonable lodging charges
                                            commensurate with the average rates charged for the immediate area (v) reasonable and
                                            actual meal expenses; (vi) necessary business calls made on Client’s behalf; (vii) reasonable
                                            tipping; (viii) reasonable valet and laundry charges if a trip extends beyond four (4) days.
                                            All reservations made by IBM must be made through IBM's designated travel agency or through
                                            another agency with Client’s prior written approval.



 


		8.	Liability and Indemnity



 


		a.	IBM’s entire liability for all claims related to the Agreement
                                            will not exceed the amount of any actual direct damages incurred by Client up to the amounts
                                            paid (if recurring charges, up to 12 months’ charges apply) for the product or service
                                            that is the subject of the claim, regardless of the basis of the claim. IBM will not be liable
                                            for special, incidental, exemplary, indirect, or economic consequential damages, or lost
                                            profits, business, value, revenue, goodwill, or anticipated savings. These limitations apply
                                            collectively to IBM, its affiliates, contractors, and suppliers.



 


		b.	The following amounts are not subject to the above cap: i) third party
                                            payments referred to in the paragraph below; and ii) damages that cannot be limited under
                                            applicable law.



 


		c.	If a third party asserts a claim against Client that an IBM Product
                                            acquired under the Agreement infringes a patent or copyright, IBM will defend Client
                                            against that claim and pay amounts finally awarded by a court against Client or included
                                            in a settlement approved by IBM, provided that Client promptly: i) notifies IBM in writing
                                            of the claim; ii) supplies information requested by IBM; and iii) allows IBM to control,
                                            and reasonably cooperates in, the defense and settlement, including mitigation efforts.



 


		d.	IBM has no responsibility for claims based on Non-IBM Products, items
                                            not provided by IBM, or any violation of law or third party rights caused by Content, or
                                            any Client materials, designs, specifications, or use of a non-current version or release
                                            of an IBM Product when an infringement claim could have been avoided by using a current version
                                            or release.



 


		e.	With
                                            respect to Services, the parties agree to look to their own risk management (including insurance)
                                            to cover damage, destruction, loss, theft, or government taking (collectively, Loss) of their
                                            respective tangible property (whether owned or leased), and neither party shall be liable
                                            to the other for such Loss except liability for negligence under applicable law.



 


		9.	Termination



 


Either party may terminate this Agreement: i) without cause
on at least one month’s notice to the other after expiration or termination of its obligations under the Agreement; or ii) immediately
for cause if the other is in material breach of the Agreement, provided the one who is not complying is given notice and reasonable time
to comply. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to successors
and assignees. Termination of this Agreement does not terminate TDs, and provisions of this Agreement and Attachments as they relate
to such TDs remain in effect until fulfilled or otherwise terminated in accordance with their terms. IBM may terminate Client’s
license to use a Program or MC if Client fails to comply with the Agreement. Client will promptly destroy all copies of the Program or
MC after either party has terminated the license. Failure to pay is a material breach.


 


		10.	Governing Laws and Geographic Scope



 


		a.	Each party is responsible for complying with: i) laws and regulations
                                            applicable to its business and Content; and ii) import, export and economic sanction laws
                                            and regulations, including defense trade control regime of any jurisdiction, including the
                                            International Traffic in Arms Regulations and those of the United States that prohibit or
                                            restrict the export, re-export, or transfer of products, technology, services or data, directly
                                            or indirectly, to or for certain countries, end uses or end users.



 






    Page 5 of 16


     


    

 


		b.	Both parties agree to the application of the laws of the country where
                                            the transaction is performed (or for Cloud Services, the laws of the country of Client’s
                                            business address) to the Agreement, without regard to conflict of law principles. The rights
                                            and obligations of each party are valid only in the country where the transaction is performed
                                            or, if IBM agrees, the country where the product is placed in productive use, except all
                                            licenses are valid as specifically granted. IBM will not serve as Client’s exporter
                                            or importer, except as required by data protection laws, for: i) any Content; or ii) use
                                            of any portion of the Cloud Service from a country outside Client’s business address.
                                            If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain
                                            in full force and effect. Nothing in the Agreement affects statutory rights of consumers
                                            that cannot be waived or limited by contract. The United Nations Convention on Contracts
                                            for the International Sale of Goods does not apply to transactions under the Agreement.



 


		11.	General



 


		a.	The parties agree that the IBM International Agreement for the Exchange
                                            of Confidential Information (iAECI) between the parties dated November 3, 2021 shall govern
                                            the obligations and rights of the parties with respect to any Information (as defined in
                                            the iAECI) exchanged between the parties under this Agreement, any Attachment or TDs, which
                                            is incorporated herein by reference. Pricing and terms contained in the Agreement, any Attachment
                                            or any TD are IBM Information and Client will not disclose such Information to any third
                                            party without IBM’s written consent. In addition, Client’s obligations for IBM
                                            pricing remain in effect until the later of (a) two years following the date the pricing
                                            was disclosed to Client or (b) one year following the termination of the TD that contains
                                            the pricing. This paragraph does not apply to Content provided in the use of a Cloud Service.



 


		b.	Client accepts an Attachment or TD by ordering, enrolling, using,
                                            or making a payment for, the product, offering or service. Since this Agreement may apply
                                            to many future orders, IBM may modify this Agreement by providing Client at least three
                                            months’ written notice. Changes are not retroactive; they apply, as of the effective
                                            date, only to new orders, ongoing services that do not expire, and renewals. For transactions
                                            with a defined renewable contract period stated in a TD, Client may request that IBM defer
                                            the change effective date until the end of the current contract period. IBM’s ability
                                            to modify the Cloud Services is set forth in Section 2.1. Client accepts changes by
                                            placing new orders or continuing use after the change effective date or allowing transactions
                                            to renew after receipt of the change notice. Except as provided above, all changes to the
                                            Agreement must be in writing accepted by both parties.



 


		c.	IBM is an independent contractor, not Client’s agent, joint
                                            venturer, partner, or fiduciary, and does not undertake to perform any of Client’s
                                            regulatory obligations, or assume any responsibility for Client’s business or operations.
                                            IBM is an information technology provider only. Any directions, suggested usage, or guidance
                                            provided by the IBM or an IBM Product does not constitute medical, clinical, legal, accounting,
                                            or other licensed professional advice. Client should obtain its own expert advice. Client
                                            is responsible for its use of IBM Products and Non-IBM Products. Each party is responsible
                                            for determining the assignment of its and its affiliates personnel and their respective contractors,
                                            and for their direction, control, and compensation.



 


		d.	IBM maintains a robust set of business conduct and related guidelines
                                            covering conflicts of interest, market abuse, anti-bribery and corruption, and fraud. IBM
                                            and its personnel comply with such policies and require contractors to have similar policies.
                                            Each party will be familiar and will strictly comply with all laws and regulations on bribery,
                                            corruption, and prohibited business practices. Each party and its Affiliates have not and
                                            will not, for the purpose of influencing or inducing anyone to influence decisions in favor
                                            of the other party or its Affiliates, offer, promise or make or agree to make, directly or
                                            indirectly, (a) any political contributions of any kind or any payment to or for the
                                            benefit of any public official, whether elected or appointed, (b) any payments for gifts,
                                            meals, travel or other value for a government employee or his/her family members or (c) any
                                            payments or gifts (of money or anything of value) to anyone. Neither party shall reimburse
                                            the other party for any such political contributions, payments or gifts.



 


		e.	IBM Business Partners who use or make available IBM Products or non-IBM
                                            products are independent from IBM and unilaterally determine their prices and terms. IBM
                                            is not responsible for their actions, omissions, statements, or offerings.



 


		f.	IBM may offer Non-IBM Products, or an IBM Product may enable access
                                            to Non-IBM Product, that may require acceptance of third party terms presented to the Client.
                                            Linking to or use of Non-IBM Products constitutes Client's agreement with such terms. IBM
                                            is not a party to such third party agreements and is not responsible for such Non-IBM Products.
                                            Access to Non-IBM Cloud Services or other Services may be withdrawn at any time.



 


		g.	IBM, its affiliates, and contractors of either, may, wherever they
                                            do business, store and otherwise process business contact information (BCI) of Client, its
                                            personnel, and authorized users, for example, name, business telephone, address, email, and
                                            user ID for business dealings with them. Where notice to or consent by the individuals is
                                            required for such processing, Client will notify and obtain such consent. The IBM Privacy
                                            Statement at https://www.ibm.com/privacy/us/en/ provides additional details with respect
                                            to BCI and Account Data described below.



 


		h.	Account Data is information, other than Content and BCI, that Client
                                            provides to IBM to enable Client’s acquisition or use of IBM Products or Non-IBM Products
                                            or that IBM collects using tracking technologies, such as cookies and web beacons, regarding
                                            Client’s acquisition or use of IBM Products or non-IBM Products. IBM, its affiliates,
                                            and contractors of either, may use Account Data, for example, to enable product features,
                                            administer use, personalize experience, and otherwise support or improve use of IBM Products
                                            and non-IBM Products.



 


		i.	License grants to Programs and MC hereunder are provided by International
                                            Business Machines Corporation, a New York corporation ("IBM Corporation"). For
                                            transactions entered into by a Client Enterprise company with an IBM Enterprise company, IBM
                                            is acting as a distributor and delivering Programs and MC pursuant to this Agreement, and
                                            is responsible for enforcing the license terms and fulfilling all obligations concerning
                                            such Programs and MC and no right or cause of action hereunder is created in favor of Client
                                            against IBM Corporation. Client waives all claims and causes of action against IBM Corporation
                                            and agrees to look solely to IBM for any rights and remedies in connection with Programs
                                            and MC.



 






    Page 6 of 16


     


    

 


		j.	Neither party may assign the Agreement, in whole or in part, without
                                            the prior written consent of the other, where consent will not  be unreasonably withheld
                                            or delayed. Assignment of IBM rights to receive payments is not restricted and such assignment
                                            does not require Client’s consent.



 


		k.	This Agreement applies to IBM and Client (the signatories below) and
                                            their respective Enterprise companies who acquire IBM Products or Non-IBM Products under
                                            this Agreement. The signatories shall coordinate the activities of their own Enterprise companies
                                            under this Agreement. Enterprise companies include: i) companies within the same country
                                            that Client or IBM control (by owning greater than 50% of the voting shares); and ii) any
                                            other entity that controls, is controlled by or is under common control as Client or IBM
                                            and has signed a participation agreement.



 


		l.	All notices under the Agreement must be in writing and sent to the
                                            business address specified for the Agreement, unless a party designates in writing a different
                                            address. The parties consent to the use of electronic means and facsimile transmissions for
                                            communications as a signed writing. Any reproduction of the Agreement made by reliable means
                                            is considered an original. The Agreement supersedes any course of dealing, discussions or
                                            representations between the parties.



 


		m.	No right or cause of action for any third party is created by the
                                            Agreement or any transaction under it. Neither party will bring a legal action arising out
                                            of or related to the Agreement more than two years after the cause of action arose. Neither
                                            party is responsible for failure to fulfill its non-monetary obligations due to causes beyond
                                            its control. Each party will allow the other reasonable opportunity to comply before it claims
                                            the other has not met its obligations. Where approval, acceptance, consent, access, cooperation
                                            or similar action by either party is required, such action will not be unreasonably delayed
                                            or withheld.



 


		n.	IBM may use personnel and resources in locations worldwide, including
                                            third party contractors to support the delivery of IBM Products and Non-IBM Products. IBM
                                            may transfer Content, including personally identifiable information, across country borders.
                                            A list of countries where Content may be processed is described in the TD or as specified
                                            in service support documentation. IBM is responsible for the obligations under the Agreement
                                            even if IBM uses a third party contractor and will have appropriate agreements in place to
                                            enable IBM to meet its obligations.



 


		o.	Insurance



 


IBM will maintain at its expense (and provide certificates
of insurance at Client’s request) i) all statutory mandated insurance such as workers’ compensation and employer’s
liability, ii) commercial general liability insurance including products liability and completed operations with a minimum per occurrence
limit of 5,000,000 USD (or local currency equivalent), and iii) automobile liability insurance (if a vehicle is to be used in performance
of this Agreement) of at least 5,000,000 USD (or local currency equivalent). Commercial general liability insurance and automobile insurance
policy limits may be met through a combination of primary and umbrella/excess liability insurance and must name Client as an additional
insured. Insurance required under a TD must be purchased either from insurers with an AM Best Rating of A- or better, or with a Standard &
Poor’s rating of BBB and $50M in policy holder’s surplus or greater.


 


		p.	Record Keeping and Audit



 


IBM will maintain (and subject to applicable law provide
to Client upon request) relevant business, technical and accounting records i) to support IBM’s invoices; ii) show proof of required
permits and professional licenses and iii) to demonstrate compliance with IBM’s performance of its obligations under this Agreement,
for not less than six (6) years following completion or termination of the relevant Services. All accounting records will be maintained
in accordance with generally accepted accounting principles.


 


Upon Client’s notice, Client may, at no charge
to IBM, audit IBM’s compliance with its obligations under this Agreement, including verifying compliance with applicable laws
and the protection and integrity of Client data. In connection with an audit, IBM shall provide Client (including its auditors
and any regulators) access at reasonable times (or in the case of regulators, at any time designated by such regulators), to all
systems, data and business, technical and accounting records relating to IBM’s (and any subcontractor’s) compliance with
this Agreement or amounts invoiced by IBM to Client. IBM shall provide its full cooperation in any such audit, including by
designating a focal point to support an audit and, if required by Client, (a) promptly securing the rights for Client to directly
request from any subcontractor, and (b) using commercially reasonable efforts to secure the rights for the subcontractor to promptly
provide to Client, access to such systems, data and records relating to the work performed by such subcontractors. Client will not
have the right to audit any IBM owned or controlled facilities, including but not limited to data centers.


 


		q.	Business Continuity



 


IBM agrees to have and maintain a business continuity plan
and business continuity testing procedures, which include but are not limited to the areas of disaster recovery planning and pandemic
planning, and cyber security. Cyber security programs must include, at a minimum, provisions to prevent, detect and respond to cyber
security incidents. IBM agrees to provide the specific recovery targets of the business continuity plan and to review, update, and test
the business continuity plan annually and, upon Client’s request, IBM will provide a summary of the business continuity plan
and test results. Client may, from time to time, provide feedback regarding the plan and requests that IBM take Client’s comments
into consideration when updating the plan. However, IBM remains solely responsible for the performance of its responsibilities under
the Agreement and the adequacy of the business continuity plan regardless of whether Client has reviewed or commented on the plan.


 


		r.	IBM will continue to evolve and enhance the technical support tools
                                            to drive innovation with enhanced automation, artificial Intelligence, and analytics.



 


		s.	For Client’s acquisition
                                            of Products or Services to be delivered to Client’s customer on Client’s behalf
                                            (as allowed under attachments to this Agreement), the following additional terms apply:



 






    Page 7 of 16


     


    

 


		(1)	Client will not make any representations about IBM or IBM Products
                                            or Services other than those authorized by IBM in writing,



 


		(2)	Client agrees that it has the direct contractual relationship with
                                            Client’s customer receiving the benefit of the IBM Products or Services, and



 


		(3)	Client is responsible for all Client’s customer’s obligations
                                            with respect to the IBM Products or Services.



 


IBM will provide the IBM Products or Services to Client
or, at Client’s direction, to Client’s customer, on Client’s behalf (as further described in any applicable attachments
to this Agreement).


 


		12.	Dispute Resolution



 


		12.01	Negotiation. In the event of any claim, controversy,
                                            demand or request for relief of any kind arising out of, in connection with, or in relation
                                            to the interpretation, performance, nonperformance, validity or breach of this Agreement
                                            or otherwise arising out of or related to this Agreement, including any Action based on contract,
                                            tort, equity, statute, regulation or constitution (collectively, “Disputes”),
                                            the Party raising the Dispute shall give written notice of the Dispute (a “Dispute
                                            Notice”), and the general counsels of the Parties (or such other individuals designated
                                            by the respective general counsels) and/or the executive officers designated by the Parties
                                            shall negotiate for a reasonable period of time to settle such Dispute; provided,
                                            that such reasonable period shall not, unless otherwise agreed by the Parties in writing,
                                            exceed ninety (90) days (the “Negotiation Period”) from the time of receipt
                                            of the Dispute Notice; provided, further, that in the event of any arbitration
                                            in accordance with Section 12.03 hereof, (x) the Parties shall not assert
                                            the defenses of statute of limitations, laches or any other defense, in each such case based
                                            on the passage of time during the Negotiation Period, and (y) any contractual time period
                                            or deadline under this Agreement relating to such Dispute occurring after the Dispute Notice
                                            is received shall not be deemed to have passed until such Arbitration has been resolved.



 


		12.02	Arbitration. If the Dispute has not been resolved
                                            for any reason after the Negotiation Period, then to the fullest extent permitted by applicable
                                            law such Dispute may be submitted by either Party to final and binding arbitration administered
                                            in accordance with the Commercial Arbitration Rules of the American Arbitration Association
                                            (“AAA”) then in effect (the “Rules”), except as modified
                                            herein.



 


		(a)	The arbitration shall be conducted by a three-member arbitral tribunal
                                            (the “Arbitral Tribunal”). The claimant shall nominate one arbitrator
                                            in accordance with the Rules, and the respondent shall nominate one arbitrator in accordance
                                            with the Rules within twenty-one days (21) after the appointment of the first arbitrator.
                                            The third arbitrator, who shall serve as chair of the Arbitral Tribunal, shall be jointly
                                            nominated by the two party-nominated arbitrators within twenty-one (21) days of the confirmation
                                            of the appointment of the second arbitrator. If any arbitrator is not appointed within the
                                            time limit provided herein, such arbitrator shall be appointed by the AAA in accordance with
                                            the listing, striking and ranking procedure in the Rules.



 


		(b)	The arbitration shall be held, and the award shall be rendered, in
                                            New York, New York, in the English language.



 


		(c)	For the avoidance of doubt, by submitting their Dispute to arbitration
                                            under the Rules, the Parties expressly agree that all issues of arbitrability, including
                                            all issues concerning the propriety and timeliness of the commencement of the arbitration,
                                            the jurisdiction of the Arbitral Tribunal (Including the scope of this agreement to arbitrate
                                            and the extent to which a Dispute is within that scope), and the procedural conditions for
                                            arbitration, shall be finally and solely determined by the Arbitral Tribunal.



 


		(d)	Without derogating from Section 12.03(e) below,
                                            the Arbitral Tribunal shall have the full authority to grant any pre-arbitral injunction,
                                            pre-arbitral attachment, interim or conservatory measure or other order in aid of arbitration
                                            proceedings (“Interim Relief”). The Parties shall exclusively submit any
                                            application for Interim Relief to only: (A) the Arbitral Tribunal; or (B) prior
                                            to the constitution of the Arbitral Tribunal, an emergency arbitrator appointed in the manner
                                            provided for in the Rules (the “Emergency Arbitrator”). Any Interim
                                            Relief so issued shall, to the extent permitted by applicable Law, be deemed a final arbitration
                                            award for purposes of enforceability, and, moreover, shall also be deemed a term and condition
                                            of this Agreement subject to specific performance in Section 12.04 below. The
                                            foregoing procedures shall constitute the exclusive means of seeking Interim Relief, provided,
                                            however, that (i) the Arbitral Tribunal shall have the power to continue, review, vacate
                                            or modify any Interim Relief granted by an Emergency Arbitrator; and (ii) in the event
                                            an Emergency Arbitrator or the Arbitral Tribunal issues an order granting, denying or otherwise
                                            addressing Interim Relief (a “Decision on Interim Relief”), any Party
                                            may apply to enforce or require specific performance of such Decision on Interim Relief in
                                            any court of competent jurisdiction.



 


		(e)	The Arbitral Tribunal shall have the power to grant any remedy or
                                            relief that is in accordance with the terms of this Agreement or the applicable Ancillary
                                            Agreement, including temporary or final injunctive relief, provided, however, that the Arbitral
                                            Tribunal shall have no authority or power to limit, expand, alter, amend, modify, revoke
                                            or suspend any condition or provision of this Agreement or any Ancillary Agreement, nor any
                                            right or power to award punitive, exemplary, enhanced or treble damages.



 


		(f)	The Arbitral Tribunal shall have the power to allocate the costs
                                            and fees of the arbitration, including reasonable attorneys’ fees and costs as well
                                            as those costs and fees addressed in the Rules, between the Parties in the manner it deems
                                            fit.



 


		(g)	Arbitration under this Section 12 shall be the sole and
                                            exclusive remedy for any Dispute, and any award rendered thereby shall be final and binding
                                            upon the Parties as from the date rendered. Judgment on the award rendered by the Arbitral
                                            Tribunal may be entered in any court having jurisdiction thereof, including any court having
                                            jurisdiction over the relevant Party.



 






    Page 8 of 16


     


    

 


		12.03	Relief. Subject to Section 12.02 and
                                            Section 12.03, in the event of any actual or threatened default in, or breach
                                            of, any of the terms, conditions and provisions of this Agreement, the affected Party shall
                                            have the right to injunctive or other equitable relief of its rights under this Agreement,
                                            in addition to any and all other rights and remedies at Law or in equity, and all such rights
                                            and remedies shall be cumulative. The other Party shall not oppose the granting of such relief
                                            on the basis that money damages are an adequate remedy. The Parties agree that the remedies
                                            at Law for any breach or threatened breach hereof, including monetary damages, are inadequate
                                            compensation for any loss and that any defense in any action for specific performance that
                                            a remedy at Law would be adequate is waived. Any requirements for the securing or posting
                                            of any bond or similar security with such remedy are waived.



 


		12.04	Treatment of Arbitration. The Parties agree that
                                            any arbitration hereunder shall be kept confidential, and that the existence of the proceeding
                                            and all of its elements (including any pleadings, briefs or other documents or evidence submitted
                                            or exchanged, any testimony or other oral submissions, and any awards) shall be deemed confidential,
                                            and shall not be disclosed beyond the Arbitral Tribunal, the Parties, their counsel, and
                                            any Person necessary to the conduct of the proceeding, except as and to the extent required
                                            by law and to defend or pursue any legal right. In the event any Party makes application
                                            to any court in connection with this Section 12.05 (including any proceedings
                                            to enforce a final award or any Interim Relief), that party shall take all steps reasonably
                                            within its power to cause such application, and any exhibits (including copies of any award
                                            or decisions of the Arbitral Tribunal or Emergency Arbitrator) to be filed under seal, shall
                                            oppose any challenge by any third party to such sealing, and shall give the other Party immediate
                                            notice of such challenge.



 


		12.05	Continuity of Service and Performance. Unless otherwise
                                            agreed in writing, the Parties shall continue to provide services and honor all other commitments
                                            under this Agreement and each Ancillary Agreement during the course of dispute resolution
                                            pursuant to the provisions of Section 12.02, Section 12.03, Section 12.04
                                            or Section 12.05 with respect to all matters not subject to such dispute
                                            resolution.



 


		12.06	As used in this Section 12, “Action” means
                                            any claim, complaint, petition, hearing, charge, demand, action, suit, countersuit, arbitration,
                                            inquiry, proceeding or investigation by or before any Governmental Authority or any federal,
                                            state, local, foreign or international arbitration or mediation tribunal; and “Governmental
                                            Authority” means any federal, state, local, foreign, international or multinational
                                            court, government, quasi-government, department, commission, board, bureau, agency, official
                                            or other legislative, judicial, tribunal, commission, regulatory, administrative or governmental
                                            authority.



 






    Page 9 of 16


     


    

 


Part 2 – Country Required Terms


 


The terms of Part 2 replace or modify those of Part 1 in
the countries specified.


 


AMERICAS


 


Section 2.2 Term and Termination of Cloud Services


 


In paragraph b., replace the third sentence with the
following:


 


In Mexico: If Client fails to take such actions within a reasonable
time, IBM may terminate the Cloud Service without responsibility.


 


Section 4. Machines and Appliances


 


In paragraph b, replace the first sentence with the
following:


 


In Argentina, Chile, Colombia, Ecuador, Perú, Uruguay and
Venezuela: When IBM accepts Client’s order, IBM transfers title to Machines and non-IBM machines upon tradition to Client
or Client’s lessor.


 


Section 7. Charges, Taxes, Payment, and Verification


 


Add at the end of the last paragraph of subsection
d the following sentence:


 


In United States and Canada: Where taxes are based upon the
location(s) receiving the benefit of the Cloud Service, Client has an ongoing obligation to notify IBM of such location(s) if
different than Client's business address listed in the applicable Attachment or TD.


 


Replace the first sentence of paragraph b with the
following:


 


In Brazil: Client agrees to pay all applicable charges specified
for a Cloud Service, charges for use in excess of authorizations, any customs or other duty, tax, and similar levies imposed by any authority
resulting from Client's acquisitions under the Agreement.


 


In paragraph b:


 


In Mexico: In the fourth sentence, delete the words “to
an account specified by IBM”


 


In Mexico: Add the following new sentence after the fourth
sentence:


 


Payments will be made through electronic transfer of funds to an account
specified by IBM or in IBM ́s domicile which is located in Alfonso Napoles Gandara 3111, Santa Fe Peña Blanca, Alvaro
Obregon, Mexico City, Zip Code 01210.


 


Section 8. Liability and Indemnity


 


Insert the following disclaimer at the end of paragraph
a:


 


In Peru: In accordance with Article 1328 of the Peruvian
Civil Code this limitations and exclusions will not apply in the cases of willful misconduct ("dolo") or gross negligence ("culpa
inexcusable").


 


Section 10. Governing Laws and Geographic Scope


 


In paragraph b, replace the first sentence only with:


 


In Argentina: Both parties agree to the application of the
laws of the Republic of Argentina, without regard to the conflict of law principles.


 


In Chile: Both parties agree to the application of the laws
of Chile, without regard to the conflict of law principles.


 


In Colombia: Both parties agree to the application of the laws
of the Republic of Colombia, without regard to the conflict of law principles.


 


In Ecuador: Both parties agree to the application of the laws
of the Republic of Ecuador, without regard to the conflict of law principles.


 


In Venezuela: Both parties agree to the application of the
laws of Venezuela, without regard to the conflict of law principles.


 


In Peru: Both parties agree to the application of the laws
of Perú, without regard to the conflict of law principles.


 


In Uruguay: Both parties agree to the application of the laws
of Uruguay.


 


In paragraph b, first sentence only, replace the phrase,
 "the country where the transaction is performed (or for Cloud Services, the laws of the country of Client's Business Address)"
with:


 


In United States, Anguilla, Antigua/Barbuda, Aruba, Bahamas, Barbados,
Bermuda, Bonaire, British Virgin Islands, Cayman Islands, Curacao, Dominica, Grenada, Guyana, Jamaica, Montserrat, Saba, Saint Eustatius,
Saint Kitts and Nevis, Saint Lucia, Saint Maarten, Saint Vincent and the Grenadines, Suriname, Tortola, Trinidad and Tobago, Turk and
Caicos: the State of New York, United States.


 


In Canada: the Province of Ontario and the federal laws of
Canada applicable therein.


 


In paragraph b, second sentence, replace the phrase,
 "the country where the transaction is performed or, if IBM agrees, the country where the product is placed in productive use"
with:


 


In Argentina: Argentina 


In Chile: Chile 


In Colombia: Colombia 


In Ecuador: Ecuador 


In Perú: Perú


 






    Page 10 of 16


     


    

 


In Uruguay: Uruguay 


In Venezuela: Venezuela


 


Section 11. General


 


In paragraph b, replace the first sentence with:


 


In Latin America (all countries): Client accepts the terms
in an Attachment or TD by signing it.


 


In paragraph b, replace the last two sentences with:


 


In Brazil: Client accepts changes by executing an amendment
(in writing or on-line). New orders or continuing use services or renewal may be suspended until an amendment is executed.


 


In paragraph i:


 


In United States: Delete entire paragraph i.


 


In paragraph l, add the following new sentence after
the first sentence:


 


In Mexico: Any change of address must be notified 10 (ten)
days in advance, otherwise the notifications made at the last indicated address will have full legal effects.


 


In paragraph m, delete the 2nd sentence:


 


In Brazil: Neither party will bring a legal action arising
out of or related to the Agreement more than two years after the cause of action arose.


 


Add as a new paragraph t to this section:


 


In Canada: Both parties agree to write this document in English.
Les parties ont convenu de rédiger le présent document en langue anglaise.


 


ASIA PACIFIC


 


Section 4. Machines and Appliances


 


In paragraph c, the last sentence, delete "the
country where acquired" and replace with:


 


In Hong Kong: Hong Kong S.A.R. of the PRC


 


In Macau: Macau S.A.R. of the PRC


 


In Taiwan: Taiwan


 


Section 6. Warranties and Post Warranty Support


 


Add at the end of this section as a new paragraph
f:


 


In Australia: These warranties are in addition to any rights
under, and only limited to the extent permitted by, the Competition and Consumer Act 2010.


 


In New Zealand: These warranties are in addition to any rights
under the Consumer Guarantee Act 1993 or other legislation that cannot be limited by law.


 


Section 7. Charges, Taxes, Payment and Verification


 


Add as a new sentence to the end of last paragraph
in subsection d:


 


In India: If any Indirect Taxes are not charged on the basis
of the exemption documentation provided by the Client and the taxation authority subsequently rules that such Taxes should have
been charged, then the Client will be liable to pay such Taxes, including any interests, levies and/or penalties applicable thereon.


 


Section 8. Liability and Indemnity


 


In paragraph a, add at the end of the first sentence
the following:


 


In Australia: (for example, whether based in contract, tort,
negligence, under statute or otherwise)


 


In paragraph a, second sentence after the word "special"
and before the word "incidental," add the following:


 


In Philippines: (including nominal damages), moral,


 


Add as a new paragraph after the end of paragraph
a (and ensure paragraphs properly reletter):


 


In Australia: Where IBM is in breach of a guarantee implied
by the Competition and Consumer Act 2010, IBM's liability is limited to (a) for services, the supplying of services again or
the payment of the cost of having the services supplied again; and (b) for goods, the repair or replacement of goods or the supply
of equivalent goods, or the payment of the cost of replacing the goods or having the good repaired. Where a guarantee relates to the
right to sell, quiet possession, or clear title of a good under schedule 2 of the Competition and Consumer Act, then none of these limitations
apply.


 


Section 9. Termination


 


Add at the end of the section as a new paragraph b:


 






    Page 11 of 16


     


    

 


In Indonesia: The parties waive article 1266 of the Indonesian
Civil Code to the extent it requires a court decree for any such termination.


 


Section 10. Governing Laws and Geographic Scope


 


In paragraph b, in the first sentence only, replace
the phrase, "the country where the transaction is performed (or for Cloud Services, the laws of the country of Client's business
address)" with:


 


In Australia: the State or Territory in which the transaction
is performed


 


In Cambodia, Vietnam: Singapore


 


In Hong Kong: Hong Kong S.A.R. of the PRC


 


In India: India


 


In Korea: the Republic of Korea, and subject to the Seoul Central
District Court of the Republic of Korea


 


In Laos: the State of New York, United States


 


In Macau: Macau S.A.R. of the PRC


 


In Taiwan: Taiwan


 


In paragraph b, in the second and third sentence,
replace the phrase "the country where the transaction is performed or, if IBM agrees, the country where the product is placed in
productive use" with:


 


In Hong Kong: Hong Kong S.A.R. of the PRC


 


In Macau: Macau S.A.R. of the PRC


 


In Taiwan: Taiwan


 


Add at the end of the section as a new paragraph c:


 


Section 11. General


 


In the first sentence of paragraph b, before the word
 "ordering," add:


 


In Hong Kong, Macau, Thailand: signing (by hand or electronically),


 


In paragraph g, insert into the first sentence after
 "store"


 


In India: , transfer,


 


In paragraph k, in the following jurisdictions, delete
 "(the signatories below)" and replace the word "signatories: with:


 


In Hong Kong, Macau: parties


 


In paragraph k, replace the phrase "the same
country" with:


 


In Hong Kong: Hong Kong S.A.R. of the PRC


 


In Macau: Macau S.A.R. of the PRC


 


In Taiwan: Taiwan


 


In paragraph m, in the second sentence, replace the
phrase "two years" with:


 


In India: three years


 


Add to the end of this section the following new paragraph
t:


 


In Indonesia: This agreement is made in the English and Indonesian
languages. The English version will prevail if there are any interpretation differences as permitted by law.


 


EMEA


 


Section 4. Machines and Appliances


 


In paragraph b, the first sentence, add all countries
listed in the following after "United States":


 


In Portugal, Spain, Switzerland, and Turkey: , Portugal, Spain, Switzerland,
and Turkey,


 


In paragraph c, replace the second to last sentence
(6th sentence) with:


 


In All countries in Western Europe (see definition within provision):
Client may only acquire Machines for use within Client's Enterprise in Western Europe, and not for resale, lease, or transfer outside
of Western Europe. For purposes of this paragraph, Western Europe means European Union member countries and Andorra, Iceland, Liechtenstein,
Monaco, Norway, San Marino, Switzerland, and the Vatican State.


 


Section 5. Content and Data Protection


 


Replace paragraph d with the following:


 


In Switzerland: IBM's Data Processing Addendum (DPA) at http://ibm.com/dpa
and the applicable DPA Exhibit apply and supplement the Agreement, if and to the extent the European General Data Protection Regulation
(EU/2016/679) (GDPR) or the Swiss Federal Privacy Act (SFPA) apply to personal data contained in Content.


 






    Page 12 of 16


     


    

 


Section 6. Warranties and Post Warranty Support


 


Add at the end of paragraph c the following sentences:


 


In all countries in Western Europe: The warranty for Machines acquired
in Western Europe applies in all Western Europe countries, provided the Machines have been announced and made available in such countries.
For purposes of this paragraph, Western Europe means European Union member countries and Andorra, Iceland, Liechtenstein, Monaco,
Norway, San Marino, Switzerland, and the Vatican State.


 


In paragraph e, Insert to the end of the fourth
sentence (before the period), the following words and then add the additional sentence:


 


In Czech Republic, Estonia, and Lithuania: , or liabilities for defects.
The parties hereby exclude any liability of IBM for defects beyond the agreed warranties.


 


Section 7. Charges, Taxes, Payment and Verification


 


In paragraph b, add the following to the end of the
fifth sentence:


 


In Italy: if IBM requests in a written notice to Client.


 


In paragraph b, add the following to the end of the
sixth sentence:


 


In Lithuania: , except as provided by law


 


At the end of paragraph b, add the following:


 


In Italy: In the instance of no payment or partial payment, and also
following a formal credit claim procedure or trial that IBM may initiate, in derogation of article 4 of Legislative Decree n. 231 dated
October 9, 2002, and according to article 7 of the same Legislative Decree, IBM will notify Client in writing by registered,
return receipt mail of payment fees due.


 


In paragraph e, in the fourth sentence, after the
phrase: "IBM may change one-time charges without notice" add:


 


In Czech Republic: , though Client may terminate the Agreement if
Client disagrees with the change


 


Section 8. Liability and Indemnity


 


In paragraph a, in the first sentence insert the following
before the words "the amounts paid":


 


In Belgium, France, Germany, Italy, Luxembourg, Malta, Portugal,
and Spain: the greater of €500,000 (five hundred thousand euro) or


 


In UK and Ireland: 125% of


 


In paragraph a, in the first sentence, replace the
phrase "direct damages incurred by Client" with:


 


In Spain: and proven damages incurred by Client as a direct consequence
of the IBM default


 


In paragraph a, insert after the first sentence the
following new sentence:


 


In Slovakia: Referring to § 379 of the Commercial Code, Act No. 513/1991
Coll. as amended, and concerning all conditions related to the conclusion of the Agreement, both parties state that the total foreseeable
damage, which may accrue, shall not exceed the amount above, and it is the maximum for which IBM is responsible.


 


In paragraph a, insert before the second sentence
the following new sentence:


 


In Russia: IBM will not be liable for the forgone benefit.


 


In paragraph a, in the second sentence, delete the
word:


 


In Ireland and UK: economic


 


In paragraph a, replace the second sentence with:


 


In Belgium, Netherlands, and Luxembourg: IBM will not be liable for
indirect or consequential damages, lost profits, business, value, revenue, goodwill, damage to reputation or anticipated savings, any
third party claim against Client, and loss of (or damage to) data.


 


In France: IBM will not be liable for damages to reputation, indirect
damages, or lost profits, business, value, revenue, goodwill, or anticipated savings.


 


In Portugal: IBM will not be liable for indirect damages, including
loss of profit.


 


In Spain: IBM will not be liable for damage to reputation, lost profits,
business, value, revenue, goodwill, or anticipated savings.


 


Add the following at the end of paragraph a:


 


In France: The terms of the Agreement, including financial terms,
were established in consideration of the present clause, which is an integral part of the general economy of the Agreement.


 


In paragraph b, replace "and ii) damages that
cannot be limited under applicable law" with the following:


 


In Germany: ; ii) damages for body injury (including death); iii)
loss or damage caused by a breach of guarantee assumed by IBM in connection with any transaction under this Agreement; and iv) caused
intentionally or by gross negligence.


 


Section 9. Termination


 


In paragraph a, delete:


 


In Switzerland: Failure to pay is a material breach.


 


In paragraph a, insert the following at the end of
clause i) before "; or":


 






    Page 13 of 16


     


    

 


In Russia: without payment of any damages or penalties to the other
party on the basis of early termination


 


In paragraph a, insert the following at the end:


 


In Netherlands: The Parties waive their rights under Title 7.1 ('Koop')
and clause 7:401 and 402 of the Dutch Civil Code, and their rights to invoke a full or partial dissolution ('gehele of partiele ontbinding')
of this Agreement under section 6:265 of the Dutch Civil Code


 


Section 10. Governing Laws and Geographic Scope


 


In paragraph b, first sentence only, replace the phrase
 "the country where the transaction is performed (or for Cloud Services, the laws of the country of Client's Business Address)"
with:


 


Only for offshore agreements: In Albania, Armenia, Azerbaijan, Belarus,
Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of Macedonia, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Romania,
Russia, Serbia, Tajikistan, Turkmenistan, Ukraine, and Uzbekistan: Austria


 


Only for offshore agreements: In Estonia, Latvia, and Lithuania: Finland


 


In Algeria, Andorra, Benin, Burkina Faso, Burundi, Cameroon, Cape
Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, French Guiana,
French Polynesia, Gabon, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Morocco,
New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis and Futuna: France


 


In Angola, Bahrain, Botswana, Egypt, Eritrea, Ethiopia, Gambia, Ghana,
Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome and Principe, Saudi Arabia,
Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, West Bank/Gaza, Yemen, Zambia, and Zimbabwe: England


 


In Liechtenstein: Switzerland


 


In South Africa, Namibia, Lesotho, and Swaziland: the Republic of
South Africa


 


In the United Kingdom: England


 


In paragraph b, add the following at the end of the
first sentence:


 


In France: The Parties agree that articles 1222 and 1223 of the French
Civil Code are not applicable.


 


Section 11. General


 


In paragraph g, replace the first sentence with the
following:


 


In Switzerland and Austria: IBM and its affiliates, and their subcontractors,
may process and store information about the Client and business contact information of Client personnel in connection with the performance
of this Agreement wherever they do business.


 


In paragraph g, insert the following after the first
sentence


 


In Spain: IBM will comply with requests to access, update or delete
contact information if submitted to the following address: IBM, c/ Santa Hortensia 26-28, 28002 Madrid, Departamento de Privacidad de
Datos.


 


In paragraph k, replace the first sentence with the
following:


 


In Malta and Spain: This Agreement applies to IBM and Client (the
signatories below, or the signatories of a document that incorporates this Agreement by reference).


 


In paragraph m, add to the end the paragraph:


 


In Czech Republic: Pursuant to Section 1801 of Act No. 89/2012
Coll. (the "Civil Code"), Section 1799 and Section 1800 of the Civil Code as amended, do not apply to transactions
under this Agreement. Client accepts the risk of a change of circumstances under Section 1765 of the Civil Code.


 


In paragraph m, delete the 2nd sentence that says:


 


In Bulgaria, Croatia, Russia, Serbia, and Slovenia: Neither party
will bring a legal action arising out of or related to this Agreement more than two years after the cause of action arose.


 


In paragraph m, add to the end of the second sentence:


 


In Lithuania: , except as provided by law


 


In paragraph m, replace the second sentence with:


 


In Poland: Neither party will bring a legal action arising out of
or related to this Agreement more than three years after the cause of action arose, except for an action of non-payment which will be
brought no more than 2 years after payment is due.


 


In paragraph m, second sentence, replace the word
 "two" with:


 


In Latvia and Ukraine: three


 


In Slovakia: four


 


In paragraph m, add to the end of the third sentence
that says: "Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control":


 


In Russia: , including but not limited to earthquakes, floods, fires,
acts of God, strikes (excluding strikes of the parties' employees), acts of war, military actions, embargoes, blockades, international
or governmental sanctions, and acts of authorities of the applicable jurisdiction.


 






    Page 14 of 16


     


    

 


In paragraph m, third sentence, modify the sentence:
 "Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control" as follows:


 


In Ukraine: Neither party is responsible for failure to fulfill its
non-monetary obligations due to causes or regulatory changes beyond its control, including but not limited to import, export, and economic
sanctions requirements of the United States.


 


Add the following at the end of the section as new
paragraph t:


 


In Hungary: By entering into this Agreement, Client confirms that
Client was sufficiently informed of all the provisions of this Agreement and had the opportunity to negotiate those terms. The following
provisions may significantly deviate from the provisions generally applied by Hungarian law and both parties accept those provisions
by signing the Agreement: Programs; Services – Cloud Services; Services – Other Services; Machines and Appliances; Machine
Code and Built in Capacity; Warranty and Post Warranty Support; Charges, Taxes, Payment and Verification; Liability and Indemnity, Termination;
Governing Laws and Geographic Scope, and General.


 


In Czech Republic: Client expressly accepts the terms of this agreement
which include the following important commercial terms: i) limitation and disclaimer of liability for defects (Warranties); ii) limitation
of Client's entitlement to damages (Liability and Indemnity); iii) binding nature of export and import regulations (Governing Laws and
Geographic Scope); iv) shorter limitation periods (General); v) exclusion of applicability of provisions on adhesion contracts (General);
and vi) acceptance of the risk of a change of circumstances (General).


 


In Romania: The Client expressly accepts, the following standard clauses
that may be deemed 'unusual clauses' as per the provisions of article 1203 Romanian Civil Code: clauses 6, 7, 8 and 9 h). The Client
hereby acknowledges that it was sufficiently informed of all the provisions of this Agreement, including the clauses mentioned above,
it properly analyzed and understood such provisions and had the opportunity to negotiate the terms of each clause.


 






    Page 15 of 16


     


    

 


Acceptance


 


This Agreement, including its Attachments and TDs, is the complete
agreement between the parties regarding transactions hereunder, and replaces any prior oral or written communications between Client
and IBM (the Parties). By signing below by hand or, where recognized by law, electronically, both parties agree to the terms of this
Agreement. Once signed, 1) unless prohibited by local law or specified otherwise, any reproduction of this Agreement made by reliable
means (for example photocopy or facsimile) is considered an original and 2) all Services under this Agreement are subject to it. The
Agreement applies to IBM Lead Company and Client Lead Company (the signatories below) and their respective Enterprise companies who avail
themselves of the Agreement by accepting the terms. The signatories shall coordinate the activities of Enterprise companies under this
Agreement. The Effective Date of this Agreement is November 3, 2021.


 


	Agreed to:	 	Agreed to:
	 	 	 
	Client Lead Company Name: Kyndryl, Inc. (“Client” or “Kyndryl”)	 	IBM Lead Company:  International Business Machines Corporation (“IBM”)
	 	 	 
	By	/s/ Simon Beaumont	 	By	/s/ Frank Sedlarcik
	Authorized signature	 	Authorized signature
	 	 	 
	 	 	 
	Title: President	 	Title: Vice President, Assistant General Counsel and Secretary
	 	 	 
	 	 	 
	Name (type or print): Simon Beaumont	 	Name (type or print): Frank Sedlarcik
	 	 	 
	Date: 11/2/2021	 	Date: 11/2/2021
	 	 	 
	Client number:	 	Agreement number:
	 	 	 
	Enterprise number:	 	 
	 	 	 
	Client address:	 	IBM address:
	One Vanderbilt Avenue	 	1 New Orchard Rd.
	15th Floor	 	Armonk, NY 10504
	New York, NY 10017	 	 
	 	 	 



 






    Page 16 of 16