Unassociated Document


     

    `TERM
      SHEET

     

    DATE [*]

     

    PARTIES

     

    
      	
              (1)

            	
              [*]
                whose registered office is at [*].

            


    

     

    
      	
              (2)

            	
              IXI
                Mobile (R&D)
                (an Israeli company) whose registered office is at 17 Hatidhar St.,
                Ra'anana, 43665, Israel • (the
“Reseller”).

            


    

     

    [*]
      shall
      license the Software [and provide the Maintenance Services] to the Reseller,
      in
      each case subject to and in accordance with the provisions of this Term Sheet
      and the attached [*] Reseller Software Licence Agreement [and Maintenance
      Agreement].

     

    Reseller
      shall be treated as a Preferred Customer by [*], of which general Roles and
      Responsibilities are outlined in Appendix 4 (“Roles and
      Responsibilities”).

     

    AGREED
      TERMS

     

    
      	1	
              SOFTWARE
                AND DOCUMENTATION

            


    

     

    Software
      [*] version [*],The first release of Software to Reseller will be an earlier
      release, the Reseller will be provided releases up to and including version
      [*]
      under the terms of this agreement as attached in Appendix 1 (“Roadmap”) and
      other features as defined in Appendix 2 (“Additional Features”).

     

    
      	2	
              LICENCE
                FEES

            


    

     

    Payment
      of the License Fee will be due in accordance with the terms of this Agreement.
      In the event of non-payment [*] shall have the right to terminate this agreement
      under the terms set out in Article 20
      of the
      Agreement. 

     

    Reseller
      will license the Software to each Licensee of Reseller as an ASP
      Service.

    


    
      	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            


    

     

    Table
      1
      [*]

     

    or
      at any
      other level that may be agreed in writing between the parties.


     

    [*]

     

    [*]

     

    Licensors
      will provide, where agreed by both parties, the Licensed Program for trial
      versions, pilots and demo licenses free of charge. Any custom development,
      consulting or installation by Licensors will be charged based on the consulting
      rates outlined in Article 5
      of this
      Agreement.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	3	
              SUPPORT
                MATERIAL

            


    

     

    Each
      copy
      of Licenses Programs will include [*]
      printed
      and one electronic copy of the Support Material. Additional copies of printed
      Support Material are available at [*].
      Reseller may make additional copies of the Support Material in accordance with
      this Agreement.

    


    
      	4	
              MAINTENANCE
                AND SUPPORT 

            


    

     

    The
      fee
      for support and maintenance is based on [*], which fee level is determined
      by
      [*] and will include maintenance releases, modification and remote software
      support.

    


    
      	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            


    

     

    Table
      2
      [*]

     

    
      	
              5

            	
              INVOICING,
                REPORTS AND PAYMENT TERMS

            


    

     

    Reseller
      shall provide [*] reports no later than [*] after the end of each month, for
      [*]. 

     

    [*]
      shall
      provide an invoice no later [*] after receipt of the [*] report for [*].


     

    Payments
      are due [*]. 


     

    Invoice
      schedule:

     

    1. [*];
      

     

    1.1.
      [*];
      

     

    1.2.
      [*].

     

    2. [*].

     

    The
      payments under 1.2 and 2 above will be fully creditable toward the license
      fee
      which may be charged to the Reseller under the Agreement.

     

    
      	
              6

            	
              CONSULTING

            


    

     

    Licensors
      will provide IXI with consulting services during the pre-sales phase and
      installation phase [*]. The regular consultancy rate is currently [*] and
      therefore Resellers rate will be [*].


     

    Furthermore,
      IXI may purchase the following Consulting Services;

     

    1. [*].

     

    2. [*].

     

    3. [*].

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              7

            	
              INSTALLATION,
                COMMISSIONING AND TRAINING

            


    

     

    The
      fees
      for initial installation, commissioning and training will be [*],
      to be
      completed in a single, continuous, site visit. Additional support and/or
      training will be available at Consulting rates as defined in Clause 5
‘CONSULTING’. Scheduling for any additional support and training to be agreed by
      both parties. 

     

    
      	
              8

            	
              PRICE
                ADJUSTMENTS

            


    

     

    Either
      Party hereto has the right to request [*]
      a
      re-negotiation of the consulting fees in connection with the Account
      Reviews.

     

    
      	
              SIGNED
                for and on behalf of [*]
                by
                a duly-authorised signatory:

            	 	
              Signature

               

              [*] 

                

              

              Director

            


    

    


     

    
      	
              SIGNED
                for and on behalf of IXI
                Mobile (R&D)
                by
                a duly-authorised signatory:

            	 	
              Signature

               

              /s/
                Lihi Segal

              
                

              

              CFO

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    [*]
      GATEWAY ASP RESELLER LICENCE AGREEMENT


     

    
      	
              9

            	
              
                INTERPRETATION

              

            


    

     

    
      	 	
              9.1

            	
              The
                definitions and rules of interpretation in this clause apply in the
                Agreement.

            


    

     

    
      	 	
              Affiliate

            	 	
              includes
                each and any subsidiary or holding company of the Reseller and each
                and
                any subsidiary of a holding company of the Reseller.

            
	 	 	 	 
	 	
              Agreement

            	 	
              the
                agreement between the parties in respect of the Software and the
                Services,
                comprising the Term Sheet, the Licence, the Maintenance Agreement
                (if
                applicable) and any other documents referred to in or attached to
                the Term
                Sheet.

            
	 	 	 	 
	 	
              ASP
                Services

            	 	
              services
                provided by the Reseller by which the Reseller or End Users can Manage
                Subscribers on behalf of End Users by means of the Software hosted
                by the
                Reseller under this Agreement.

            
	 	 	 	 
	 	
              Business
                Day

            	 	
              any
                day which is not a Saturday, a Sunday or an English bank or public
                holiday.

            
	 	 	 	 
	 	
              Documentation

            	 	
              the
                documentation provided by [*] for the Software, in either printed
                text or
                machine readable form, as set out in the Term Sheet.

            
	 	 	 	 
	 	
              Effective
                Date

            	 	
              the
                date on which the Agreement comes into force, as specified in the
                Term
                Sheet or (if no such date is specified) the earlier of (i) the date
                on
                which both parties have confirmed their agreement to the Term Sheet
                and
                (ii) the date on which the Software is first installed on any equipment
                of
                the Reseller.

            
	 	 	 	 
	 	
              End
                User

            	 	
              any
                person to which the Reseller provides the ASP Services.

            
	 	 	 	 
	 	
              Intellectual
                Property Rights

            	 	
              all
                patents, copyrights, design rights, trade marks, service marks, trade
                secrets, know-how, database rights and other rights in the nature
                of
                intellectual property rights (whether registered or unregistered)
                and all
                applications for the same, anywhere in the world.

            
	 	 	 	 
	 	
              Liability 

            	 	
              any
                and all liability of [*] in contract, tort (including, without limitation,
                negligence) or otherwise whether arising out of, in connection with
                or in
                relation to the Software or the Services or the supply or nonsupply
                of the
                Software or the Services or otherwise under or in connection with
                the
                Agreement.

            
	 	 	 	 
	 	
              Licence

            	 	
              the
                licence granted by [*] to the Reseller in accordance with these terms
                and
                the provisions of the Term Sheet.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Licence
                Fees

            	 	
              the
                licence fees payable by the Reseller to [*] upon the grant of this
                Licence, as specified in the Term Sheet, including any installation,
                commissioning and training fees specified in the Term Sheet but (for
                the
                avoidance of doubt) excluding any Licence Renewal Fees.

            
	 	 	 	 
	 	
              New
                Version Fees

            	 	
              the
                fees payable (if any) by the Reseller under clause 14.1
                in
                respect of the provision of New Versions, or as notified by [*] to
                the
                Reseller from time to time under clause 14.4.

            
	 	 	 	 
	 	
              Maintenance
                Agreement

            	 	
              the
                form of maintenance agreement (if any) for the Software as attached
                to the
                Term Sheet.

            
	 	 	 	 
	 	
              Maintenance
                Release

            	 	
              release
                of the Software which corrects faults, adds functionality or otherwise
                amends or upgrades the Software, but which does not constitute a
                New
                Version.

            
	 	 	 	 
	 	
              Modification

            	 	
              any
                Maintenance Release, or any other modification of the Software made
                or
                provided by [*] (whether under the Maintenance Agreement or otherwise)
                to
                the Reseller for use under this Agreement.

            
	 	 	 	 
	 	
              New
                Version

            	 	
              any
                new version of the Software which from time to time is publicly marketed
                and offered for purchase by [*] in the course of its normal business,
                being a version which contains such significant differences from
                the
                previous versions as to be generally accepted in the marketplace
                as
                constituting a new product.

            
	 	 	 	 
	 	
              Representative

            	 	
              each
                party’s representative for the purposes of the Agreement, as specified
                in
                the Term Sheet or as otherwise notified by that party to the other
                from
                time to time.

            
	 	 	 	 
	 	
              Services

            	 	
              any
                services supplied by [*] under the Agreement, including without limitation
                under the Maintenance Agreement.

            
	 	 	 	 
	 	
              Software

            	 	
              the
                computer programs specified in the Term Sheet, along with any Modification
                which is acquired by the Reseller during the term of this Licence
                (whether
                pursuant to the Maintenance Agreement or otherwise).

            
	 	 	 	 
	 	
              Synchronise
                Device

            	 	
              to
                synchronise the pertinent Subscriber data on a device.

            
	 	 	 	 
	 	
              Term

            	 	
              the
                period beginning on the Effective Date and ending on termination
                of this
                Licence.

            
	 	 	 	 
	 	
              Term
                Sheet

            	 	
              the
                term sheet setting out the terms on which [*] is granting the Licence
                and
                providing any related services.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              UK
                Intellectual Property Rights 

            	 	
              any
                Intellectual Property Rights arising under English law.

            
	 	 	 	 
	 	
              Warranty
                Period

            	 	
              in
                respect of the Software as first supplied to the Reseller under this
                Licence, a period of [*] from the installation of the Software, and
                in
                respect of each New Version, a period [*] from installation of that
                New
                Version.

            
	 	 	 	 
	 	
              Year

            	 	
              each
                period of twelve months commencing on the Effective Date or the
                anniversary of the Effective Date.

            


    

     

    
      	 	
              9.2

            	
              Holding
                company
                shall be construed in accordance with sections 736 and 736A of the
                Companies Act 1985, as amended.

            


    

     

    
      	 	
              9.3

            	
              Subsidiary
                shall be construed in accordance with sections 736 and 736A of the
                Companies Act 1985, as amended.

            


    

     

    
      	 	
              9.4

            	
              The
                headings in this Licence do not affect its interpretation. Save where
                the
                context otherwise requires, references to clauses and schedules are
                to
                clauses and schedules of this
                Licence.

            


    

     

    
      	 	
              9.5

            	
              Unless
                the context otherwise requires:

            


    

     

    
      	 	
              9.5.1

            	
              references
                to [*] and the Reseller include their permitted successors and
                assigns;

            


    

     

    
      	 	
              9.5.2

            	
              references
                to statutory provisions include those statutory provisions as amended
                or
                re-enacted; and

            


    

     

    
      	 	
              9.5.3

            	
              references
                to any gender include all genders.

            


    

     

    
      	 	
              9.6

            	
              In
                the case of conflict or ambiguity between any provision contained
                in the
                body of this Licence and any provision contained in the Maintenance
                Agreement or the Term Sheet, the following descending order of precedence
                shall apply:

            


    

     

    
      	 	
              9.6.1

            	
              Term
                Sheet;

            


    

     

    
      	 	
              9.6.2

            	
              Licence
                (other than, where applicable, the Maintenance Agreement);
                and

            


    

     

    
      	 	
              9.6.3

            	
              Maintenance
                Agreement.

            


    

     

    
      	 	
              9.7

            	
              Words
                in the singular include the plural and in the plural include the
                singular.

            


    

     

    
      	
              10

            	
              LICENCE 

            


    

     

    In
      consideration of the Reseller agreeing to pay the Licence Fees to [*] and to
      comply with the other provisions of this Licence, [*] grants to the Reseller
      a
      non-exclusive [*] licence for the Term
      to use
      the Software to provide ASP Services to Reseller’s Customers in
      accordance with and subject to the terms of this Licence.

     

    
      	
              11

            	
              SCOPE
                OF LICENCE

            


    

     

    
      	 	
              11.1

            	
              For
                the purposes of clause 10 use
                of
                the Software shall be restricted to use of the Software in object
                code
                form to provide ASP Services to enable End Users to Synchronise Devices,
                or for the Reseller to Synchronise Devices on behalf of End Users
                or it’s
                Customers.

            


    

     

    
      	 	
              11.2

            	
              The
                Reseller may not use the Software other than as specified in clause
                11
                without the prior written consent of [*] and the Reseller acknowledges
                that additional fees may be payable on any change of use approved
                by
                [*].

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.3

            	
              The
                Reseller shall not permit any End User directly or indirectly to
                install
                the Software or to use the Software other than by means of the ASP
                Services.

            


    

     

    
      	 	
              11.4

            	
              The
                Reseller may make a reasonable number of back-up copies of the Software
                for its lawful use. The Reseller shall record the number and location
                of
                all copies of the Software and use its best endeavours to prevent
                unauthorised copying.

            


    

     

    
      	 	
              10.5
                

            	
              Except
                as stated in this clause 10, the Reseller has no right (and shall
                not
                permit any third party) to adapt, reverse engineer, decompile,
                disassemble, modify, adapt or make error corrections to the Software
                in
                whole or in part except
                to
                the extent that any reduction of the Software to human readable form
                (whether by reverse engineering, decompilation or disassembly) is
                necessary for the purposes of integrating the operation of the Software
                with the operation of other software or systems used by the Reseller.
                [*]
                is prepared to consider such integration at a reasonable commercial
                fee
                

            


    

     

    
      	
              12

            	
              DEFINITION
                OF SUBSCRIBER 

            


    

     

    
      	 	
              12.1

            	
              For
                the avoidance of doubt, this Licence is granted in respect of unique
                end-users, registered on the Software according to the telephone
                number,
                or IMEI number, whichever is available, for that end-user (“Subscriber”).
                

            


    

     

    
      	 	
              12.2

            	
              [*].
                

            


    

     

    
      	 	
              12.3

            	
              [*].

            


    

     

    
      	 	
              12.4

            	
              The
                Reseller shall allow an independent pre-approved accountant (Reseller's
                approval shall not be unreasonably withheld or delayed) on behalf
                of [*],
                subject to the undertaking of reasonable confidentiality obligations
                by
                such accountant, to attend the premises of the Reseller at reasonable
                times on reasonable notice for the purpose of auditing the Reseller’s use
                of the Software and the Reseller shall grant the accountant access
                to its
                installation of the Software and its other records reasonably necessary
                for this purpose.

            


    

     

    
      	
              13

            	
              NEW
                VERSIONS

            


    

     

    
      	 	
              13.1

            	
              Subject
                to and in consideration of the Reseller [*], [*] shall make available
                to
                the Reseller any and all New Versions of the Software that it releases
                during the term of this Licence. 

            


    

     

    
      	 	
              13.2

            	
              Upon
                the Reseller acquiring and installing a New Version of the
                Software,
                that New Version shall become the Software for the purposes of the
                Agreement.

            


    

     

    
      	 	
              13.3

            	
              [*]
                shall determine in its sole discretion (but acting reasonably) whether
                any
                release of software constitutes a Maintenance Release, a New Version,
                or a
                wholly different product to which this Licence does not apply, provided
                that the core functionality of the licensed product as shown in Clause
                1
                is maintained. Release of software under this clause 12.3 shall be
                [*].
                However that the new version to be released by [*] following the
                Effective
                Date supporting IMAP, webdav and other features discussed and not
                specifically identified as a different product shall constitute a
                Maintenance Release to be provided free of charge to
                Reseller.

            


    

     

    
      	
              14

            	
              
                LICENCE
                  FEES

              

            


    

     

    
      	 	
              14.1

            	
              In
                consideration of the rights granted by [*] under this Licence, the
                Reseller shall pay:

            


    

     

    
      	 	
              14.1.1

            	
              [*],
                the Licence Fees, maintenance and support Fees plus any consultancy
                fees
                as set out in clause 5; and

            


    

     

    
      	 	
              14.1.2

            	
              [*],
                the maintenance and support Fees.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              14.1.3

            	
              [*],
                to be mutually agreed, in respect of New Versions that become available
                as
                and when required by the Reseller

            


    

     

    
      	 	
              14.2

            	
              [*].
                

            


    

     

    If,
      after
      a determination by foreign tax authorities, any taxes are required to be
      withheld, on payments made by Reseller to [*], Reseller may deduct such taxes
      from the amount owed [*] and pay them to the appropriate taxing authority;
      provided however, that Reseller shall promptly secure and deliver to [*] an
      official receipt for any such taxes withheld or other documents necessary to
      enable [*] to claim a Foreign Tax Credit. Reseller will make certain that any
      taxes withheld are minimized to the extent possible under applicable
      law.

     

    
      	 	
              14.3

            	
              If
                the Reseller fails to pay any amount payable by it under the Agreement,
                [*] shall be entitled (but not obliged) to charge the Reseller interest
                on
                the overdue amount, payable by the Reseller [*], at the rate of [*].
                Such
                interest shall accrue on a [*] basis and be compounded [*].

            


    

     

    
      	 	
              14.4

            	
              [*]
                shall be entitled to increase the Licence Fees for any New Version.
                Any
                such increase shall be notified to the Reseller at least [*] prior
                to such
                increase.

            


    

     

    
      	
              15

            	
              MODIFICATIONS

            


    

     

    Subject
      to the terms of this Agreement and the Maintenance Agreement (if applicable),
      [*] shall inform the Reseller of any Software modifications and shall provide
      such modifications to the Reseller as part of deliverables under its maintenance
      and support Fees. Reseller agrees to install to the latest modification Software
      release within reasonable time, allowing for any internal validation and
      testing.  

     

    
      	
              16

            	
              WARRANTIES

            


    

     

    
      	 	
              16.1

            	
              [*]
                warrants that:

            


    

     

    
      	 	
              16.1.1

            	
              subject
                to clause 16.4,
                the Software and each New Version shall during the applicable Warranty
                Period for that Software or New Version (as the case may be) be capable
                of
                performing in all material respects the functions described in the
                Documentation when operated (i) on a system that complies with the
                requirements set out in the Documentation and (ii) in the manner
                described
                in the Documentation;

            


    

     

    
      	 	
              16.1.2

            	
              the
                disks, tapes or other media upon which the Software or any New Version
                is
                provided will be free from defects in workmanship and material during
                normal use for a period of [*] from delivery;
                and

            


    

     

    
      	 	
              16.1.3

            	
              all
                Services shall be provided with reasonable care and
                skill.

            


    

     

    
      	 	
              16.1.4

            	
              Performance
                shall generally be that a setup to support [*] users shall be [*]
                gateways
                (single [*] Pentium based machines with [*] RAM each) plus [*] machines
                for databases (e.g. [*]) plus a hardware load
                balancer

            


    

     

    
      	 	
              16.2

            	
              In
                the event that [*] is in breach of any of the express warranty set
                out in
                clause 16.1.1
                above, [*]’s sole liability and the Reseller’s sole remedy shall be for
                [*], [*]:

            


    

     

    
      	 	
              16.2.1

            	
              [*];
                or

            


    

     

    
      	 	
              16.2.2

            	
              [*],

            


    

     

    provided
      the Reseller provides all the information that may be reasonably necessary
      to
      assist [*] in resolving the defect or fault, including sufficient information
      to
      enable [*] to re-create the defect or fault. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              16.3

            	
              The
                Reseller acknowledges that it has assessed for itself the suitability
                of
                the Software for its requirements. Without derogating from the terms
                set
                forth in Sections 16.1
                and 16.2
                above, [*] does not warrant that the Software or the Documentation
                will
                meet Reseller’s requirements, or that the Software will operate in the
                particular circumstances in which the Reseller uses it, or that any
                use
                will be uninterrupted or error
                free.

            


    

     

    
      	 	
              16.4

            	
              The
                express warranty in clause 16.1.1
                shall not apply to the extent that any failure of the Software to
                conform
                to the Specification arises from the Reseller or any End User, or
                anyone
                acting on the authority of the Reseller or any End User, having done
                any
                of the following:

            


    

     

    
      	 	
              16.4.1

            	
              amended
                the Software without [*]'s
                approval;

            


    

     

    
      	 	
              16.4.2

            	
              used
                the Software outside the terms of this
                Licence

            


    

     

    
      	 	
              16.4.3

            	
              used
                the Software for a purpose or in a context other than the purpose
                or
                context for which it was designed without [*]'s approval; or
                

            


    

     

    
      	 	
              16.4.4

            	
              used
                the Software in combination with any other software not provided
                or
                approved in writing by [*] and such software causes the breach of
                Warranty.

            


    

     

    
      	 	
              16.5

            	
              The
                warranties and conditions stated in this Licence are in lieu of all
                other
                warranties, conditions or other terms, whether express or implied,
                statutory or otherwise, all of which are expressly excluded, including,
                without limitation, any implied warranties or conditions as to
                satisfactory quality, fitness for a particular purpose or as to the
                use of
                reasonable skill and care.

            


    

     

    
      	
              17

            	
              LIMITATIONS
                ON LIABILITY

            


    

     

    
      	 	
              17.1

            	
              Nothing
                in the Agreement shall limit [*]’s liability
                for:

            


    

     

    
      	 	
              17.1.1

            	
              personal
                injury or death caused by its negligence; or


            


    

     

    
      	 	
              17.1.2

            	
              fraudulent
                misrepresentation; or

            


    

     

    
      	 	
              17.1.3

            	
              its
                indemnification obligation under Section 19.3
                hereunder; or 

            


    

     

    
      	 	
              17.1.4

            	
              its
                confidentiality obligations under Section 22
                hereunder..

            


    

     

    
      	 	
              17.2

            	
              [*]’s
                Liability for loss or damage to any tangible property, caused either
                (1)
                by defects in the Software or (2) by the negligence of [*]’s employees
                shall be [*].

            


    

     

    
      	 	
              17.3

            	
              Subject
                to clause 17.1,
                neither party shall have Liability for any of the following losses
                or
                damage (whether such losses or damage were foreseen, foreseeable,
                known or
                otherwise):

            


    

     

    
      	 	
              17.3.1

            	
              loss
                of revenue,
                loss of actual or anticipated profits (including for loss of profits
                on
                contracts), loss of the use of money, loss of anticipated savings,
                loss of
                business, loss of opportunity, loss of goodwill, loss
                of reputation, or loss of, damage to or corruption of data;
                or

            


    

     

    
      	 	
              17.3.2

            	
              any
                indirect or consequential loss or damage howsoever caused (including,
                for
                the avoidance of doubt, whether or not such loss or damage is of
                a type
                specified in clause 17.3.1
                above).

            


    

     

    
      	 	
              17.4

            	
              Subject
                to clauses 17.1
                to
                17.3
                above, either party’s total Liability in aggregate for all claims arising
                in any Year shall be [*].

            


    

     

    
      	
              18

            	
              INDEMNITY
                BY RESELLER

            


    

     

    The
      Reseller agrees to indemnify and keep indemnified [*] from and against all
      costs, claims, demands, liabilities, expenses, damages or losses (including
      without limitation any direct or indirect consequential losses, loss of profit
      and loss of reputation, and all interest, penalties and legal and other
      professional costs and expenses) which are finally awarded against [*] or
      finally settled into arising out of or in connection with any claim made against
      [*] by any End User or other third party in relation to the ASP Services
      provided that [*] promptly notifies Reseller in writing of the claim and
      Reseller has sole control of its defense and settlement; and receives reasonable
      assistance (at its account) from [*] in its defence and settlement. The
      indemnification obligation above shall not apply to any Infringement Claim
      (as
      defined in clause 19.3
      below)
      made against [*] by End User or other third party in relation to the ASP
      Services.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              19

            	
              INTELLECTUAL
                PROPERTY RIGHTS 

            


    

     

    
      	 	
              19.1

            	
              [*]
                warrants that the Software and any Modification do not infringe on
                any
                copyright, patent or other proprietary rights (including trade secrets)
                of
                any third party.

            


    

     

    
      	 	
              19.2

            	
              The
                Reseller acknowledges that all Intellectual Property Rights in the
                Software and any Modification belong and shall belong to [*], and
                the
                Reseller shall have no rights in or to the Software other than the
                right
                to use it in accordance with the terms of this
                Licence.

            


    

     

    
      	 	
              19.3

            	
              [*]
                undertakes at its own expense to defend the Reseller or, at its option,
                settle any claim or action brought against the Reseller alleging
                that the
                possession, use, development, modification or maintenance of the
                Software
                (or any part thereof) in accordance with the terms of this Licence
                infringes the intellectual property rights of a third party (Infringement
                Claim)
                and shall be responsible for any reasonable losses, damages, costs
                (including legal fees) and expenses incurred by or awarded against
                the
                Reseller as a result of or in connection with any such Infringement
                Claim.
                For the avoidance of doubt, this clause 19.3
                shall not apply where the Infringement Claim in question is attributable
                to possession, use, development, modification or maintenance of the
                Software (or any part thereof) by the Reseller other than in accordance
                with the terms of this Licence.

            


    

     

    
      	 	
              19.4

            	
              Clause
                19.3
                is
                conditional on:

            


    

     

    
      	 	
              19.4.1

            	
              the
                Reseller notifying [*] in writing, [*], of any Infringement Claim
                of which
                it has notice;

            


    

     

    
      	 	
              19.4.2

            	
              the
                Reseller not making any admission as to liability or compromise or
                agreeing to any settlement of any Infringement Claim without the
                prior
                written consent of [*], which consent shall not be unreasonably withheld
                or delayed; and

            


    

     

    
      	 	
              19.4.3

            	
              [*]
                having, at its own expense, the conduct of or the right to settle
                all
                negotiations and litigation arising from any Infringement Claim and
                the
                Reseller giving [*] all reasonable assistance in connection with
                those
                negotiations and such litigation at [*]’s request and
                expense.

            


    

     

    
      	 	
              19.5

            	
              If
                any Infringement Claim is made, or in [*]'s reasonable opinion is
                likely
                to be made, against the Reseller, [*] may at its sole option and
                expense:

            


    

     

    
      	 	
              19.5.1

            	
              procure
                for the Reseller the right to continue using, developing, modifying
                or
                maintaining the Software (or any part thereof) in accordance with
                the
                terms of this Licence; or

            


    

     

    
      	 	
              19.5.2

            	
              modify
                the Software so that it ceases to be infringing;
                or

            


    

     

    
      	 	
              19.5.3

            	
              replace
                the Software with non-infringing software;
                or

            


    

     

    
      	 	
              19.5.4

            	
              terminate
                this Licence by notice in writing to the Reseller and refund any
                of the
                monies paid by the Reseller as at the date of termination on return
                of the
                Software and all copies thereof,

            


    

     

    provided
      that if [*] modifies or replaces the Software, the modified or replacement
      Software must comply with the warranties contained in clause 16.1
      and the
      Reseller shall have the same rights in respect thereof as it would have had
      under those clauses had the references to the date of this Licence been
      references to the date on which such modification or replacement was made.
      Notwithstanding the above, [*] may not terminate this License in accordance
      with
      sub-Section 18.5.4 without the prior written consent of Reseller, unless [*]
      has
      made its best efforts to perform each of the actions listed in
      18.5.1-18.5.3.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              20

            	
              
                TERM
                  AND TERMINATION

              

            


    

     

    
      	 	
              20.1

            	
              This
                Agreement shall continue in full force and effect for a period of
                [*] as
                of the [*]. The Agreement will automatically extend for an additional
                [*]
                thereafter, unless mutually terminated by the Parties in writing
                at least
                [*] prior to the expiration of any additional [*] period.
                

            


    

     

    
      	 	
              20.2

            	
              Either
                party may terminate this Licence at any time on written notice to
                the
                other if the other:

            


    

     

    
      	 	
              20.2.1

            	
              is
                in material or persistent breach of any of the terms of this Licence
                and
                either that breach is incapable of remedy, or the other party fails
                to
                remedy that breach [*] after receiving written notice requiring it
                to
                remedy that breach; or

            


    

     

    
      	 	
              20.2.2

            	
              is
                unable to pay its debts (within the meaning of section 123 of the
                Insolvency Act 1986), or becomes insolvent, or is subject to an order
                or a
                resolution for its liquidation, administration, winding-up or dissolution
                (otherwise than for the purposes of a solvent amalgamation or
                reconstruction), or has an administrative or other receiver, manager,
                trustee, liquidator, administrator or similar officer appointed over
                all
                or any substantial part of its assets, or enters into or proposes
                any
                composition or arrangement with its creditors generally, or is subject
                to
                any analogous event or proceeding in any applicable jurisdiction;
                or.

            


    

     

    
      	 	
              20.2.3

            	
              disputes
                the ownership or validity of the party’s Intellectual Property
                Rights.

            


    

     

    
      	 	
              20.3

            	
              Termination
                by either party in accordance with the rights contained in this clause
                20
                shall be without prejudice to any other rights or remedies of that
                party
                accrued prior to termination.

            


    

     

    
      	 	
              20.4

            	
              On
                termination:

            


    

     

    
      	 	
              20.4.1

            	
              all
                rights granted to the Reseller under this Licence shall cease 

            


    

     

    
      	 	
              20.4.2

            	
              the
                Maintenance Agreement shall terminate
                automatically;

            


    

     

    
      	 	
              20.4.3

            	
              notwithstanding
                section 19.4.1 the Reseller shall cease all activities authorised
                by this
                Licence;

            


    

     

    
      	 	
              20.4.4

            	
              the
                Reseller shall immediately pay to [*] any sums due to [*] under this
                Licence;

            


    

     

    
      	 	
              20.4.5

            	
              except
                for termination under Section 19.5.4
                above,
                no amounts paid by the Reseller under the Agreement up to termination
                shall be refundable by [*]; and

            


    

     

    
      	 	
              20.4.6

            	
              the
                Reseller shall immediately destroy or return to [*] (at [*]’s option) all
                copies of the Software then in its possession, custody or control
                and, in
                the case of destruction, certify to [*] that it has done
                so.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              20.4.7

            	
              No
                further financial obligations shall be accrued by
                Reseller.

            


    

     

    
      	 	
              20.4.8

            	
              Termination
                of this Agreement shall not affect any of the parties’ obligations which
                exist as of the date of termination, or of those obligations which,
                by the
                context of this Agreement, are intended to survive its termination.
                Specifically, but not limited to, these obligations are covered in
                clauses
                15,16,18 and 21-24.

            


    

     

    
      	 	
              20.4.9

            	
              Notwithstanding
                anything to the contrary in this section 20.4,
                Reseller shall, at its option, continue to maintain the service for
                existing (at the date of termination) Subscribers. If Reseller so
                chooses,
                Reseller may keep the copies of the Software required for the said
                maintenance of service and Reseller shall accept the corresponding
                obligations as set forth in this
                Agreement.

            


    

     

    
      	
              21

            	
              FORCE
                MAJEURE

            


    

     

    No
      party
      shall be liable to the other for any delay or non-performance of its obligations
      under the Agreement arising from any cause beyond its control including, without
      limitation, any of the following: act of God, governmental act, war, fire,
      flood, explosion or civil commotion..

     

    
      	
              22

            	
              CONFIDENTIALITY
                AND PUBLICITY

            


    

     

    
      	 	
              22.1

            	
              Each
                party shall, during the term of this Licence and for [*] thereafter,
                keep
                confidential all, and shall not use for its own purposes nor without
                the
                prior written consent of the other disclose to any third party any,
                information of a confidential nature (including, without limitation,
                trade
                secrets and information of commercial value) which may become known
                to
                such party from the other party and which relates to the other party
                or
                any of its Affiliates, unless such information is public knowledge
                or
                already known to such party at the time of disclosure, or subsequently
                becomes public knowledge other than by breach of this Licence, or
                subsequently comes lawfully into the possession of such party from
                a third
                party, or independently developed by such party without using such
                information.

            


    

     

    
      	 	
              22.2

            	
              The
                terms of this Licence are confidential and may not be disclosed by
                either
                Party without the prior written consent of the other
                Party.

            


    

     

    
      	 	
              22.3

            	
              The
                provisions of this clause 14 shall remain in full force and effect
                notwithstanding termination of this Licence for any
                reason.

            


    

     

    
      	 	
              22.4

            	
              Each
                party grants the other party the right to use its name and the deployment
                of the [*] Gateway Solution in public company statements, press releases
                and other media publications. The precondition is that the other
                party has
                to agree on a case-by-case basis to all such public announcements
                as
                described above. Such agreements shall not to be unreasonably
                withheld

            


    

     

    
      	
              23

            	
              DISPUTE
                RESOLUTION

            


    

     

    
      	 	
              23.1

            	
              In
                the event of any dispute arising between the parties that the
                Representatives for each party are unable to resolve within a reasonable
                time, the parties shall refer the dispute to their respective managing
                directors, who shall attempt to resolve the dispute
                [*].

            


    

     

    
      	 	
              23.2

            	
              If
                the parties are unable to resolve the dispute by negotiation within
                [*],
                then the parties will attempt to settle it by mediation in accordance
                with
                the LCIA
                Mediation
                Procedure.

            


    

     

    If
      the
      dispute is not settled by mediation within [*]
      of
      the
      appointment of the mediator, or such further period as the parties shall agree
      in writing, the dispute shall be referred to and finally resolved by arbitration
      under the LCIA Rules, which Rules are deemed to be incorporated by reference
      into this clause. The language to be used in the mediation and in the
      arbitration shall be English. In any arbitration commenced pursuant to this
      clause, the number of arbitrators shall be three; and the seat, or legal place,
      of arbitration shall be New York, United States 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              24

            	
              NOTICES

            


    

     

    
      	 	
              24.1

            	
              Any
                notice or other communication given under the Agreement shall be
                in
                writing and shall be served by delivering it personally or sending
                it by
                pre-paid recorded delivery, registered post (or registered airmail
                where
                dispatch or delivery takes place outside the United Kingdom), fax
                or
                (subject to clause 24.4)
                email to the address and for the attention of the relevant party
                set out
                in the Term Sheet (or as otherwise notified by that party from time
                to
                time). 

            


    

     

    
      	 	
              24.2

            	
              Any
                such notice or other communication shall (subject to clause 24.3)
                be deemed to have been received:

            


    

     

    
      	 	
              24.2.1

            	
              if
                delivered personally, at the time of
                delivery;

            


    

     

    
      	 	
              24.2.2

            	
              in
                the case of pre-paid recorded delivery or registered post, 48 hours
                from
                the time of posting;

            


    

     

    
      	 	
              24.2.3

            	
              in
                the case of registered airmail, 72 hours from the time of
                posting;

            


    

     

    
      	 	
              24.2.4

            	
              in
                the case of fax, at the time of transmission;
                and

            


    

     

    
      	 	
              24.2.5

            	
              in
                the case of email, twelve hours from the time of
                posting.

            


    

     

    
      	 	
              24.3

            	
              If
                deemed receipt occurs before 9am on a Business Day the notice shall
                be
                deemed to have been received at 9am on that day, and if deemed receipt
                occurs after 5pm on a Business Day, or on a day which is not a Business
                Day, the notice shall be deemed to have been received at 9am on the
                next
                Business Day.

            


    

     

    
      	 	
              24.4

            	
              Notice
                given under clauses 20
                (Termination) of this Licence or clause 13 (Termination) of the
                Maintenance Agreement shall not be validly served if sent by
                email.

            


    

     

    
      	
              25

            	
              GENERAL

            


    

     

    
      	 	
              25.1

            	
              Assignment
                and sub-licensing

            


    

     

    
      	 	
              25.1.1

            	
              The
                Reseller has no right to sub-license or to assign the benefit or
                burden of
                the Agreement in whole or in part, or to allow the Software to become
                the
                subject of any charge, lien or encumbrance without the prior written
                consent of [*], which consent shall not be reasonably
                withheld.

            


    

     

    
      	 	
              25.1.2

            	
              [*]
                may sub-license, assign, charge or otherwise transfer any of its
                rights or
                obligations under the Agreement, provided it gives written notice
                to the
                Reseller of any sub-licence, assignment, charge or other transfer
                and that
                assignee, sub-licensee or transferee, as the case may be, assumes
                and
                performs all obligations of [*] under this Agreement. 

            


    

     

    
      	 	
              25.1.3

            	
              Either
                party may assign its rights and obligations hereunder to any of its
                Affiliates; or in connection with a merger or other business combination
                in which it is not the surviving entity, or
                to the purchaser of substantially all of its assets to which this
                Agreement relates, provided that the assignee or purchaser is not
                a
                competitor of the other party.
                

            


    

     

    
      	 	
              25.2

            	
              Waiver

            


    

     

    No
      forbearance or delay by either party in enforcing its rights shall prejudice
      or
      restrict the rights of that party, and no waiver of any such rights or of any
      breach of any contractual terms shall be deemed to be a waiver of any other
      right or of any later breach.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              25.3

            	
              Severability

            


    

     

    
      	 	
              25.3.1

            	
              If
                any provision of the Agreement shall be found by any court or
                administrative body of competent jurisdiction to be invalid or
                unenforceable, such invalidity or unenforceability shall not affect
                the
                other provisions of the Agreement which shall remain in full force
                and
                effect.

            


    

     

    
      	 	
              25.3.2

            	
              If
                any provision of the agreement is so found to be invalid or unenforceable
                but would be valid or enforceable if some part of the provision were
                deleted, the provision in question shall apply with such modification(s)
                as may be necessary to make it valid and
                enforceable.

            


    

     

    
      	 	
              25.4

            	
              Amendments

            


    

     

    Any
      amendment, waiver or variation of the Agreement shall not be binding on the
      parties unless set out in writing, expressed to amend this Licence and signed
      by
      or on behalf of each of the parties.

     

    
      	 	
              25.5

            	
              Third
                party rights

            


    

     

    No
      term
      of this Licence is intended to confer a benefit on, or to be enforceable by,
      any
      person who is not a party to this Licence (including without limitation, and
      for
      the avoidance of doubt, any End User).

     

    
      	 	
              25.6

            	
              Entire
                agreement

            


    

     

    
      	 	
              25.6.1

            	
              For
                the purposes of this clause 25.6,
                “Pre-Contractual Statement” means any undertaking, promise, assurance,
                statement, representation, warranty or understanding (whether in
                writing
                or not) of any person (whether party to the Agreement or not) relating
                to
                the subject matter of the Agreement other than as expressly set out
                in the
                Agreement.

            


    

     

    
      	 	
              25.6.2

            	
              The
                Agreement constitutes the entire agreement and understanding of the
                parties and supersedes any previous agreement between the parties
                relating
                to the subject matter of the
                Agreement.

            


    

     

    
      	 	
              25.6.3

            	
              Each
                of the parties acknowledges and agrees that in entering into the
                Agreement
                it does not rely on any Pre-Contractual
                Statement.

            


    

     

    
      	 	
              25.6.4

            	
              Each
                of the parties acknowledges and agrees that the only remedy available
                to
                it for breach of the Agreement shall be for breach of contract under
                the
                terms of the Agreement and it shall have no right of action against
                any
                other party in respect of any Pre-Contractual
                Statement.

            


    

     

    
      	 	
              25.6.5

            	
              Nothing
                in the Agreement shall operate to limit or exclude any liability
                for
                fraud.

            


    

     

    
      	 	
              25.7

            	
              Governing
                law and jurisdiction

            


    

     

    The
      Agreement shall be governed by and construed in accordance with English law
      and
      each party hereby submits to the non-exclusive jurisdiction of the English
      courts.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    [*]
      GATEWAY ASP RESELLER MAINTENANCE AGREEMENT


     

    
      	
              26

            	
              INTERPRETATION

            


    

     

    
      	 	
              26.1

            	
              In
                this Maintenance Agreement, in addition to the definitions and rules
                of
                interpretation set out in the Licence, the following expressions
                shall
                have the following meanings:

            


    

     

    
      	 	
              Additional
                Service

            	 	
              any
                services other than the Support Service and the Updating Service
                that the
                Reseller and [*] may from time to time agree shall be supplied to
                the
                Reseller by [*] under the terms of this Maintenance
                Agreement.

            
	 	 	 	 
	 	
              Error

            	 	
              any
                fault or loss of functionality in the Software.

            
	 	 	 	 
	 	
              Legacy
                Software

            	 	
              Software
                that [*] designates as Legacy Software, pursuant to clause 33.

            
	 	 	 	 
	 	
              Permanent
                Fix

            	 	
              a
                fully-tested and quality-controlled repair or replacement of object
                or
                executable code in the Software that provides a substantial resolution
                of
                an Error.

            
	 	 	 	 
	 	
              Service
                Levels

            	 	
              those
                standards of performance that [*] shall endeavour to achieve in performing
                the Support Service as set out in Schedule Two.

            
	 	 	 	 
	 	
              Severity
                Level

            	 	
              the
                category to which an Error is assigned by [*], as set out in Schedule
                One.

            
	 	 	 	 
	 	
              Support
                Charges

            	 	
              the
                charges payable for the Support Services under this Maintenance Agreement,
                being (where the context so requires) each or any of the
                following:

               

              26.1.1 the
                charges for the Support Service set out in the Term Sheet (which
                charges also include the Updating Service);

               

              26.1.2 any
                charges agreed for Additional Services;

               

              26.1.3 any
                charges agreed for New Versions; and

              in
                each case as the same may be amended from time to time in accordance
                with
                the provisions of clause 14.4.

            
	 	 	 	 
	 	
              Support
                Hours

            	 	
              8.00
                am to 6.00 pm on any Business Day.

            
	 	 	 	 
	 	
              Support
                Request

            	 	
              any
                request from the Reseller for Support Services under this Maintenance
                Agreement.

            
	 	 	 	 
	 	
              Support
                Services

            	 	
              the
                support service more particularly described in Schedule One which
                is to be
                provided by [*] to the Reseller pursuant to clause 29.

            
	 	 	 	 
	 	
              Supported
                Software

            	 	
              has
                the meaning set out in clause 27.

            
	 	 	 	 
	 	
              Temporary
                Fix

            	 	
              a
                repair or replacement of object or executable code in the Software
                that
                provides a substantial resolution of an Error but which is not intended
                to
                be a Permanent Fix or has not yet been subjected to full testing
                or
                quality control.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Updating
                Service

            	 	
              the
                service to be supplied by [*] to the Reseller pursuant to clause
                30.

            


    

     

    
      	 	
              26.2

            	
              For
                the avoidance of doubt, this Maintenance Agreement forms part of
                the
                Agreement (as defined in the Licence) and the provisions of the Licence
                shall apply to this Maintenance Agreement so far as applicable, including
                without limitation the provisions of clause 1.6 (order of precedence)
                of
                the Licence.

            


    

     

    
      	
              27

            	
              SUPPORTED
                SOFTWARE

            


    

     

    The
      Supported Software is:

     

    
      	 	
              27.1

            	
              the
                Software;

            


    

     

    
      	 	
              27.2

            	
              any
                Modification which is acquired (or received free of charge under
                Article
                15
                of
                the Agreement) by the Reseller (whether under the Licence or this
                Maintenance Agreement) during the course of the Licence and which
                accordingly becomes part of the software defined as the “Software” under
                the Licence; and

            


    

     

    
      	 	
              27.3

            	
              any
                other software which [*] and Reseller agree should be Supported Software
                for the purposes of this Maintenance Agreement.

            


    

     

    
      	
              28

            	
              SERVICES

            


    

     

    
      	 	
              28.1

            	
              [*]
                shall supply and the Reseller shall take and pay for the following
                Services:

            


    

     

    
      	 	
              28.1.1

            	
              the
                Support Service;

            


    

     

    
      	 	
              28.1.2

            	
              the
                Updating Service;
                and

            


    

     

    
      	 	
              28.1.3

            	
              such
                of the Additional Services as are included from time to time within
                an
                order for Additional Services agreed between [*] and the Reseller
                pursuant
                to clause 31.

            


    

     

    
      	 	
              28.2

            	
              [*]
                shall be entitled, on prior written notice to and agreement by the
                Reseller, which agreement shall not be unreasonably withheld, to
                make
                changes to the Support Services, provided such changes do not have
                a
                material adverse affect on the Reseller’s business
                operations.

            


    

     

    
      	 	
              28.3

            	
              [*]
                shall have no obligation to provide the Support Services where faults
                arise from:

            


    

     

    
      	 	
              28.3.1

            	
              misuse,
                incorrect use of or damage to the
                Software;

            


    

     

    
      	 	
              28.3.2

            	
              failure
                to maintain the necessary environmental conditions for use of the
                Software;

            


    

     

    
      	 	
              28.3.3

            	
              use
                of the Software in combination with any software not provided or
                approved
                by [*], or any fault in any such software or Reseller’s
                equipment;

            


    

     

    
      	 	
              28.3.4

            	
              relocation
                or installation of the Software by any person other than [*] or a
                person
                acting under [*]’s instructions; or

            


    

     

    
      	 	
              28.3.5

            	
              any
                breach of the Reseller’s obligations under this Maintenance
                Agreement.

            


    

     

    
      	
              29

            	
              SUPPORT
                SERVICES

            


    

     

    
      	 	
              29.1

            	
              The
                Support Services shall be provided during the Support Hours and shall
                comprise:

            


    

     

    
      	 	
              29.1.1

            	
              a
                telephone help desk to provide first-line technical support to users
                of
                the Supported Software;
                and

            


    

     

    
      	 	
              29.1.2

            	
              remote
                diagnosis and, where possible, correction of
                Errors

            


    

     

    all
      as
      more particularly defined in the Schedule.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              29.2

            	
              If
                on-site support is required then this will be provided (and charged
                for)
                by [*] as an Additional Service.

            


    

     

    
      	 	
              29.3

            	
              Where
                an Error of Severity Level 3 or Severity Level 4 is to be corrected
                in a
                forthcoming Maintenance Release, then for a reasonable period prior
                to the
                issue of such Maintenance Release [*] shall be entitled to decline
                to
                provide assistance in respect of that
                Error.

            


    

     

    
      	 	
              29.4

            	
              [*]
                shall use all reasonable endeavours to ensure that the Support Services
                meet the Service Levels.

            


    

     

    
      	
              30

            	
              UPDATING
                SERVICE

            


    

     

    
      	 	
              30.1

            	
              [*]
                shall issue Maintenance Releases and other Modifications of the Software
                as and when required in the absolute discretion of [*].

            


    

     

    
      	 	
              30.2

            	
              The
                Reseller shall install the Maintenance Release
                or Modification within one month, or at such time that it is practical
                to
                Reseller, of [*]’s notifying the Reseller that such Maintenance Release or
                Modification is available for installation provided that such release
                does
                not affect or degrade the existing service or
                features.

            


    

     

    
      	 	
              30.3

            	
              The
                Updating Service shall include the supply to the Reseller of all
                revisions
                to the Documentation which are necessary in order to reflect any
                Modification acquired by the Reseller.

            


    

     

    
      	 	
              30.4

            	
              For
                the avoidance of doubt, the cost of the Updating Service including
                without
                limitation the delivery of any Maintenance Release or any other
                Modification (in accordance with Article 15
                of
                the Agreement) is included in the Support Charges payable for the
                Support
                Service.

            


    

     

    
      	 	
              30.5

            	
              Once
                any Modification has been installed by the Reseller, the Reseller
                shall
                not use the Software or any part of the Software which is superseded
                by
                that Modification in production without prior agreement of
                [*].

            


    

     

    
      	 	
              30.6

            	
              Each
                release provided to Reseller shall be accompanied by a test report,
                including any performance and load testing performed by
                [*].

            


    

     

    
      	
              31

            	
              ADDITIONAL
                SERVICES

            


    

     

    
      	 	
              31.1

            	
              The
                Reseller may from time to time request [*] to supply Additional
                Services.
                [*] shall use its reasonable endeavours to comply with the Reseller’s
                request, but the Reseller acknowledges that [*]’s ability to supply the
                Additional Services shall depend on the availability of appropriate
                resources at the time in question.

            


    

     

    
      	 	
              31.2

            	
              Where
                [*] agrees to provide Additional Services, such agreement shall be
                embodied in an order for Additional Services. Each order for Additional
                Services shall be made under, and shall incorporate, the terms of
                this
                Maintenance Agreement.

            


    

     

    
      	
              32

            	
              EXCLUSIONS
                

            


    

     

    The
      following Errors are excluded from the Support Services:,

     

    
      	 	
              32.1

            	
              any
                Error arising wholly or partly from a failure by the Reseller to
                comply
                with its obligations under clause 30.2;

            


    

     

    
      	 	
              32.2

            	
              any
                Error arising wholly or partly from the Reseller, or anyone acting
                on the
                authority of the Reseller, having done any of the following without
                [*]'s
                approval:

            


    

     

    
      	 	
              32.2.1

            	
              amended
                the Software;

            


    

     

    
      	 	
              32.2.2

            	
              used
                the Software outside the terms of the
                Licence

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              32.2.3

            	
              used
                the Software for a purpose or in a context other than the purpose
                or
                context for which it was designed; or


            


    

     

    
      	 	
              32.2.4

            	
              used
                the Software in combination with any other software not provided
                or
                approved in writing by [*]; or

            


    

     

    
      	 	
              32.3

            	
              any
                error arising wholly or partly from any other failure of the Reseller
                to
                comply with its obligations under the Agreement (including without
                limitation clause 35
                below);

            


    

     

    
      	 	
              32.4

            	
              any
                Error relating to Software that has become Legacy
                Software.

            


    

     

    
      	
              33

            	
              LEGACY
                SOFTWARE

            


    

     

    
      	 	
              33.1

            	
              If
                [*] releases a New Version of the Software and the Reseller decides
                not to
                acquire and install such New Version,
                then:

            


    

     

    
      	 	
              33.1.1

            	
              (subject
                to clause 33.1.2)
                that decision shall not give rise to any right for [*] to terminate
                this
                Maintenance Agreement
                or
                to reduce the Service Levels in respect of the Software;
                and

            


    

     

    
      	 	
              33.1.2

            	
              at
                any time after [*], if the Reseller has still yet to acquire and
                install
                that New Version, then [*] may by not less than [*] notice in writing
                to
                the Reseller designate the version of the Software then in use by
                the
                Reseller as Legacy Software, such notice to expire no sooner than
                [*].

            


    

     

    
      	 	
              33.2

            	
              In
                respect of any Software designated by [*] as Legacy
                Software:

            


    

     

    
      	 	
              33.2.1

            	
              the
                Support Services and the Updating Service shall cease upon that Software
                becoming Legacy Software;

            


    

     

    
      	 	
              33.2.2

            	
              the
                Support Charges shall cease to be payable by the Reseller;
                and

            


    

     

    
      	 	
              33.2.3

            	
              [*]
                may (subject to clause 31)
                provide support in respect of the Legacy Software as Additional Services
                on request from the Reseller, but [*] is under no obligation to do
                so.

            


    

     

    
      	
              34

            	
              SUPPORT
                CHARGES

            


    

     

    
      	 	
              34.1

            	
              In
                consideration of the Support Services (excluding for this purpose
                any
                Additional Services), the Reseller shall pay the Support Charges
                as set
                out in the Term Sheet. The
                Support Charges shall be paid within
                [*].

            


    

     

    
      	 	
              34.2

            	
              Support
                Charges for any New Version or Additional Service supplied by [*]
                to the
                Reseller shall be agreed
                in writing prior to performance or supply by [*], via Reseller’s written
                order for such New Version or such Additional Service (as the case
                may
                be).

            


    

     

    
      	 	
              34.3

            	
              The
                Reseller shall pay [*] for work carried out by [*] in connection
                with any
                fault which is not covered by this Maintenance Agreement.
                Any such work must have Reseller’s prior written approval before being
                carried out.

            


    

     

    
      	 	
              34.4

            	
              The
                Reseller shall reimburse any reasonable travel or subsistence expenses
                incurred by [*] where such expenses are incurred wholly and exclusively
                for the purpose of providing on-site support as part of the Support
                Services, provided that any request for reimbursement is in the form
                of a
                proper invoice accompanied by appropriate
                receipts.

            


    

     

    
      	
              35

            	
              RESELLER’S
                RESPONSIBILITIES

            


    

     

    
      	 	
              35.1

            	
              Where
                any Services are to be performed at any of the Reseller’s premises, the
                Reseller shall provide adequate working space and office (including
                telephone) facilities for use by [*]’s personnel and take reasonable care
                to ensure their safety.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	 	
              35.2

            	
              The
                Reseller shall ensure that appropriate environmental conditions are
                maintained for the Supported Software and shall take all reasonable
                steps
                to ensure that the Supported Software is operated in a proper manner
                by
                the Reseller's employees.

            


    

     

    
      	 	
              35.3

            	
              The
                Reseller shall:

            


    

     

    
      	 	
              35.3.1

            	
              co-operate
                with [*] in performing the Support Services and provide any assistance
                or
                information as may reasonably be required by
                [*];

            


    

     

    
      	 	
              35.3.2

            	
              report
                faults promptly to [*]; and

            


    

     

    
      	 	
              35.3.3

            	
              keep
                full back-up copies of all of its customers data for a period of
                [*]. 

            


    

     

    
      	
              36

            	
              
                WARRANTIES AND
                  LIABILITY

              

            


    

     

    For
      the
      avoidance of doubt, the provisions of clauses 15 (Warranties) and 16
      (Limitations on Liability) of the Licence apply to this Maintenance Agreement,
      which is deemed to form part of the Licence for the purpose of those
      clauses.

     

    
      	
              37

            	
              NON-SOLICITATION

            


    

     

    Each
      party shall not, for the duration of this Maintenance Agreement, and for a
      period of [*] following termination, directly or indirectly induce or attempt
      to
      induce any employee of the other party who has been directly engaged in the
      provision, receipt, review or management of the Support Services or otherwise
      in
      connection with this Maintenance Agreement to leave the employment of such
      party.

     

    
      	
              38

            	
              TERMINATION

            


    

     

    
      	 	
              38.1

            	
              The
                Reseller may terminate this Maintenance Agreement at any time on
                [*]
                notice in writing to [*].

            


    

     

    
      	 	
              38.2

            	
              Each
                party shall have the right, without prejudice to its other rights
                or
                remedies, to terminate this Maintenance Agreement [*] by notice to
                the
                other if the other:

            


    

     

    
      	 	
              38.2.1

            	
              is
                in material or persistent breach of any of its or its obligations
                under
                this Maintenance Agreement and either that breach is incapable of
                remedy,
                or that other party has failed to remedy that breach within [*] after
                receiving written notice requiring it to do so;
                or

            


    

     

    
      	 	
              38.2.2

            	
              is
                unable to pay its debts (within the meaning of section 123 of the
                Insolvency Act 1986), or becomes insolvent, or is subject to an order
                or a
                resolution for its liquidation, administration, winding-up or dissolution
                (otherwise than for the purposes of a solvent amalgamation or
                reconstruction), or has an administrative or other receiver, manager,
                trustee, liquidator, administrator or similar officer appointed over
                all
                or any substantial part of its assets, or enters into or proposes
                any
                composition or arrangement with its creditors generally, or is subject
                to
                any analogous event or proceeding in any applicable
                jurisdiction.

            


    

     

    
      	 	
              38.3

            	
              For
                the avoidance of doubt:

            


    

     

    
      	 	
              38.3.1

            	
              this
                Maintenance Agreement shall terminate automatically, without the
                need for
                notice, upon any termination of the Licence;
                but

            


    

     

    
      	 	
              38.3.2

            	
              termination
                of this Maintenance Agreement shall not in itself terminate the
                Licence.

            


    

     

    
      	 	
              38.4

            	
              On
                expiry or termination of this Maintenance
                Agreement:

            


    

     

    
      	 	
              38.4.1

            	
              the
                Reseller’s right to receive the Support Services shall cease
                automatically;

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              38.4.2

            	
              all
                amounts due from the Reseller under this Maintenance Agreement shall
                be
                paid immediately by the Reseller.

            


    

     

    
      	 	
              38.5

            	
              Any
                termination of this Maintenance Agreement (howsoever occasioned)
                shall not
                affect any accrued rights or liabilities of either party, nor shall
                it
                affect the coming into force or the continuance in force of any provision
                of this Maintenance Agreement which is expressly, or by implication,
                intended to come into force or continue in force on or after that
                termination.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    SCHEDULE
      ONE

     

    Support
      Services 


     

    SEVERITY
      LEVELS

     

    The
      Parties shall (acting reasonably) assign a Severity Level to any Error reported
      by the Reseller, according to the following categories of Severity
      Level:

     

    Severity
      Level 1:
      a
      critical Error that prevents or severely restricts the operation and use of
      the
      Software, for which no immediate or reasonable (in Reseller’s sole discretion)
      Workaround is available.

     

    Severity
      Level 2:
      a
      critical Error that prevents or severely restricts the operation and use of
      the
      Software, for which a reasonable Workaround is available. 

     

    Severity
      Level 3:
      means a
      non-critical or minor Error that results in the Software not operating as
      designed but that does not have a significant adverse effect on the operation
      and use of the Software, and/or for which an acceptable Workaround is
      available.

     

    Severity
      Level 4:
      means a
      minor Error or other problem with the Software of a cosmetic or trivial nature,
      or a question or issue relating to documentation, general information, requests
      for new or enhanced features or other request.

     

    
      	
              39

            	
              RESPONSE
                

            


    

     

    
      	 	
              39.1

            	
              Upon
                receipt of a Support Request, [*]
                shall:

            


    

     

    
      	 	
              39.1.1

            	
              assign
                personnel to investigate the Error reported in that Support Request;
                

            


    

     

    
      	 	
              39.1.2

            	
              assign
                an identifying name or number to that Error for tracking and reporting
                purposes; and 

            


    

     

    
      	 	
              39.1.3

            	
              notify
                the Reseller’s Contract Manager of:

            


    

     

    
      	 	
              39.1.3.1

            	
              the
                Severity Level assigned to that Error;
                and

            


    

     

    
      	 	
              39.1.3.2

            	
              the
                steps that [*] proposes to take to rectify the
                Error.

            


    

     

    
      	 	
              39.2

            	
              [*]
                shall use reasonable endeavours to carry out its obligations under
                paragraph 2.1 within the target response timescale for the relevant
                Severity Level, as set out in the Service
                Levels.

            


    

     

    
      	
              40

            	
              RESOLUTION

            


    

     

    
      	 	
              40.1

            	
              [*]
                    shall use reasonable endeavours to provide either a Workaround,
                a
                Temporary Fix or a Permanent Fix of each Error within the target
                resolution timescale for the applicable Severity Level, as set out
                in the
                Service Levels.

            


    

     

    
      	 	
              40.2

            	
              An
                Error shall be deemed resolved when a Temporary Fix or a Permanent
                Fix is
                made available by [*] to the Reseller in respect of that
                Error.

            


    

     

    
      	 	
              40.3

            	
              Where
                an Error is resolved by means of a Temporary Fix, then [*] shall
                use all
                reasonable endeavours to replace that Temporary Fix with a Permanent
                Fix
                as soon as reasonably practicable, and in any event no later than
                the next
                Maintenance Release.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              41

            	
              STATUS
                REPORTS

            


    

     

    
      	 	
              41.1

            	
              Pending
                resolution of each Error, [*] shall provide the Reseller with periodic
                reports on the status of that Error, in accordance with the reporting
                frequencies for each Severity Level set out in the Service
                Levels.

            


    

     

    
      	 	
              41.2

            	
              In
                addition to the periodic reports under paragraph 29.1,
                [*] shall notify the Reseller as soon as reasonably practicable
                of:

            


    

     

    
      	 	
              41.2.1

            	
              any
                significant developments in resolving the Error;
                or

            


    

     

    
      	 	
              41.2.2

            	
              any
                indication that a Workaround, Temporary Fix or Permanent Fix will
                not be
                available within the applicable target resolution timescale for that
                Error, with details of any revised estimated timescale for resolution;
                or

            


    

     

    
      	 	
              41.2.3

            	
              where
                an Error has been resolved by a Temporary Fix, any delay in the
                anticipated timescale for replacing that Temporary Fix with a Permanent
                Fix.

            


    

     

    
      	
              42

            	
              END-USER
                SUPPORT

            


    

     

    
      	 	
              42.1

            	
              The
                Reseller shall provide first-line technical support to End Users
                by means
                of a telephone help desk, email, user forum or such other means as
                the
                Reseller may consider appropriate.

            


    

     

    
      	 	
              42.2

            	
              The
                Reseller shall use reasonable endeavours to resolve all End User
                support
                queries by means of its own first-line technical support provided
                under
                paragraph 42.1
                above, including without limitation support requests relating
                to:

            


    

     

    
      	 	
              42.2.1

            	
              functionality
                and/or operation of the Software or of any interface by which the
                End User
                Synchronises Devices;

            


    

     

    
      	 	
              42.2.2

            	
              resolution
                of known issues that do not require action by
                [*];

            


    

     

    
      	 	
              42.2.3

            	
              customer
                service issues between the Reseller and the End
                User;

            


    

     

    
      	 	
              42.2.4

            	
              complaints,
                compliments, feature requests or general observations by End Users
                relating to the Software (though the Reseller may pass any such request
                to
                [*] as a Severity Level 4 Support Request);
                or

            


    

     

    
      	 	
              42.2.5

            	
              irrelevant,
                frivolous or malicious requests (which the Reseller shall not pass
                on to
                [*]).

            


    

     

    
      	 	
              42.3

            	
              The
                Reseller shall ensure that it engages sufficient support staff of
                sufficient training, skill and experience to provide the first-line
                technical support described above.

            


    

     

    
      	 	
              42.4

            	
              [*]
                shall not be required to provide any second- or third-line technical
                support in respect of requests for support made by End Users, save
                to the
                extent any such request arises from an issue to which the Reseller
                is
                entitled to receive Support Services under this Agreement, in which
                case
                the Reseller shall submit that issue as a Support Request and the
                provisions of paragraphs 0
                to
                41
                above shall apply accordingly.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    SCHEDULE
      TWO

     

    Service
      Levels


     

    
      	
              Severity

            	 	
              Target
                Response

            	 	
              Target
                Resolution

            	 	
              Reporting
                Frequency

            	 
	
              Severity
                Level 1

            	 	 	
              [*]

            	
               

            	
               

            	
              [*]

            	
              
              

            	
               

            	
              [*]

            	
            
	
              Severity
                Level 2

            	 	 	
              [*]

            	
              
              

            	
               

            	
              [*]

            	
              
              

            	
               

            	
              [*]

            	
               

            
	
              Severity
                Level 3

            	 	 	
              [*]

            	
               

            	
               

            	
              [*]

            	
              
              

            	
               

            	
              [*]

            	
               

            
	
              Severity
                Level 4

            	 	 	
              [*]

            	
               

            	
               

            	
              [*]

            	
              
              

            	
               

            	
              [*]

            	
               

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


     

    Appendix
      1

     

    Roadmap

     

    IMAP
      functional Specification

     

    [*]
      Gateway Roadmap [*] 

     

    [*]
      Gateway IMAP Support - Functional Specification

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Appendix
      2

     

    Additional
      Features

     

    The
      following functionality shall be delivered to IXI as mutually agreed to at
      no
      additional charge, but in no case later than [*]; 

     

    
      	 	
              1.

            	
              Changes
                to the duplication algorithm 

            


    

     

    
      	 	
              2.

            	
              Delivery
                of the fix for HTTP chunked 

            


    

     

    
      	 	
              3.

            	
              Pre-release
                version of the IMAP functionality (release due [*]) to be made
                available 

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Appendix
      3

     

    Additional
      Developments

    IQR
      iXi Mandatory Requirements for OGO 

     

    IQR
      iXi Reporting Requirements for OGO

     

    IQR
      iXi Monitoring Requirements for OGO

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    Appendix
      4

     

    Roles
      and
      Responsibilities

     

    This
      Appendix defines how [*] (S) and Reseller (R) will work in mutual co-operation
      to ensure Reseller is provided with in-sight and input into [*]’s Gateway
      product life-cycle.

     

    For
      avoidance of any doubt, all activities relating to delivery of Gateway product
      and services will be at [*]’s sole discretion.

     

    
      	
              Task
                Definition

            	 	
              Responsibility
                Description 

            	 	
              Resp.

            
	
              Product
                Management activities

            	 	
              · Involvement
                in pre-roadmap discussions and input into the potential scope of
                new
                roadmap features

               

              · Supply
                of technical specifications of confirmed major new roadmap
                developments

               

              · Input,
                including high level descriptions, of any new features sought, including
                priorities

               

              · Formal
                response to pre-roadmap proposals

               

            	 	
              S

               

               

              S

               

               

              R

               

               

              R

            
	
              Development
                activities

            	 	
              · Delivery
                of Release candidates to enable early testing and feedback (Alpha
                releases
                maybe made available at [*]’s discretion)

               

              · Supply
                of a minimum of [*]
                sample devices to be used to support development testing

               

              · Feedback
                on Release candidates, to include quality, performance and identified
                issues

               

            	 	
              S

               

               

               

              R

               

              R

            
	
              Change
                Requests

            	 	
              · The
                responsibility includes the management of Reseller’s Change Request
                (CR):

               

              · Management
                of CR on quarterly basis

               

              · Decision
                basis for approval or non-approval of CR and eventual requirements
                (investment or other) for reinvestigating a non-approval
                decision

               

              · Technical
                description for approved CR

               

              · Release
                date for approved CR

            	 	
              S/R

            
	
              Integration
                testing

            	 	
              · Delivery
                of load testing data of major new features predicated, to significantly
                effect Server performance 

               

              · Responsibility
                for system testing of any Gateway product integration

               

            	 	
              S/R

               

               

              S/R

            
	
              Release
                Material and Documentation

            	 	
              · Provision
                of necessary product release material and documentation

               

              · Product
                Architecture

               

              · Product
                User Manuals

               

              · Product
                Installation Guide

               

              · Product
                Interface Documentation 

               

            	 	
               

               

              S

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	
              Handover
                to support

            	 	
              · Upon
                release of a new product version a hand-over of the product will
                comprise:

               

              · A
                handover meeting to hand over the new release and set up or update
                communication interfaces and routines.

               

              · Training,
                if required, on the new product release

               

              · Support
                documentation; including but not limited to troubleshooting guidelines,
                product manuals, support and maintenance procedures

            	 	
               

              S

            


    

    


    
      
        
        

      

      
        28