In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[EX Q]: SPONSORSHIP AGREEMENT

         THIS SPONSORSHIP AGREEMENT (Agreement) is made and entered into as of this 1st day of January, 1997, by and between HYDRON TECHNOLOGIES, INC., a New York corporation with its principal offices located at 1001 Yamato Road, Suite 403, Boca Raton, Florida 33431, (Hydron) and MIAMI DOLPHINS, LTD., a Florida limited partnership with its principal offices located at 7500 Southwest 30th Street, Davie, Florida 33314 (Dolphins).

         WHEREAS, the Dolphins own and operate the Miami Dolphins, a professional football team and member of the National Football League, which presently is scheduled to play its home games at Pro Player Stadium in Miami, Florida (the Stadium); and Hydron desires to be a sponsor of the Miami Dolphins for certain entertainment and promotional purposes in connection with the Miami Dolphins including its home games during the term of this Agreement; and

         NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Hydron and the Dolphins hereby agree as follows:

         1.       TERM OF AGREEMENT

                  1.1 The term of this Agreement shall commence on the date hereof and terminate upon the conclusion of the week following the conclusion of the Dolphins 2000 regular season or post season, if applicable (the Term or Initial Term). However, this Agreement may be earlier terminated in accordance with the provisions hereof.

                  1.2 Hydron shall have the right to terminate this Agreement upon written notice to Dolphins at any time between November 1, 1997 and December 15, 1997, in which event this Agreement shall be terminated following the Dolphins last 1997 regular or post-season game, if any. If Hydron does not timely exercise its right to terminate this Agreement, then Hydron agrees that this Agreement shall continue for the entire four (4) year term unless earlier terminated pursuant to Section 8 of this Agreement.

         2.       SPONSORSHIP RIGHTS

                  2.1 For the Term of this Agreement, the Dolphins will provide Hydron with certain advertising and promotional benefits as are set forth in and in accordance with Exhibit A attached hereto and made a part hereof (the Sponsorship Rights).

                  2.2 For the Term of this Agreement, Hydron shall be designated as a sponsor of the Dolphins in the Sunscreen/Skin Care Category (as defined below) and a licensee of the Marks (as defined below) in the Sunscreen/Skin Category by the Dolphins. For purposes of this Agreement, the term Sunscreen/Skin Care Category means the product category consisting of sunscreen, sun protection and similar skin care products.

                  2.3 The Sponsorship Rights granted by the Dolphins to Hydron are subject to

termination in whole or in part at any time upon written notice to Hydron if such Sponsorship Rights conflict with any exclusive advertising rights granted by NFL Properties, Inc. to one of its advertisers or sponsors. In the event of any such termination of exclusivity, the non-terminated Sponsorship Rights granted to Hydron by the Dolphins shall nonetheless continue for the remainder of the Term and the provisions of Section 8.2 shall apply. As of the date hereof, the Dolphins have no knowledge of any claim by NFL Properties that the Sponsorship Rights violate or conflict with exclusive rights granted by NFL Properties.

         3.       CONSIDERATION

                  3.1 In consideration of the Sponsorship Rights granted to Hydron hereunder:

                            (a) Hydron shall pay to the Dolphins an aggregate amount of $96,000 (plus any applicable sales and other taxes) as follows: Hydron shall pay Dolphins the sum of $24,000 (plus any applicable sales and other taxes) on July 1, 1997, July 1, 1998, July 1, 1999 and July 1, 2000.

                  3.2 In the event that the consideration is not paid by Hydron on or before the applicable payment due date, said failure to pay shall be considered a material breach by Hydron, and the Dolphins may elect to charge Hydron a late fee of 1.5% per month of the payment then due and owing until it is paid in full. The Dolphins agree to provide written notice to Hydron of the failure to receive any payment, and Hydron shall have a five (5) business day period following delivery of written notice in which to cure the payment default before the Dolphins may elect to terminate this Agreement and pursue applicable remedies. It is agreed by Hydron that any such election of remedies does not waive any other remedies for breach of contract available to the Dolphins.

                  3.3 Except as otherwise specifically provided in this Agreement, including Exhibit A, each of the parties shall pay its own expenses of performing its obligations under this Agreement.





         4.       USE OF MARKS

                  4.1 Hydron and the Dolphins may use the name, logos, colors, trademarks, service marks, or other identifying features (Marks) of the other, as specifically contemplated in connection with the Sponsorship Rights, subject to any limitations set forth in this Agreement.

                  4.2 All advertising material and any use of the other parties' Marks by a party is subject to the prior written approval of the Mark owner. Either party shall submit all such materials or proposed usage of a Mark to the other party at least two weeks prior to its intended use. The Mark owner shall have the right to inspect and require changes or deletions (including the right to disapprove of such advertisement or use of Marks in their entirety) of advertising and promotional copy or material that the Mark owner may deem to be contrary to its policies or best interests. Such requirements will not be unreasonably imposed, and the foregoing approvals and

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requirements will be consistently given and imposed on all sponsors or users of the Marks, as the case may be.

                  4.3 Any and all public announcements or press releases by or on behalf of the other party regarding the Sponsorship Rights or the details of this Agreement shall be subject to the consent of the other party, and each party shall have the right to approve in advance the contents and timing thereof. Notwithstanding the foregoing, the Dolphins acknowledge that Hydron, as a publicly held company, has disclosure obligations pursuant to the federal securities laws. Hydron agrees to take the comments of the Dolphins into account in preparing and disseminating such disclosure, but notwithstanding comments from the Dolphins, Hydron shall make such disclosure as may be required by law.

                  4.4 For purposes of this Agreement, the Dolphins and Hydron expressly recognize that the Marks are the unique, valid and exclusive property of the respective owner of the Mark. The Dolphins and Hydron agree that they shall not, either during the term of this Agreement or thereafter, directly or indirectly, contest the validity of the other's Marks or any of the registrations pertaining thereto, in the United States or elsewhere, nor adopt the other's Marks or any term, word, mark or designation which is in any aspect confusingly similar to the other's Marks. The Dolphins and Hydron specifically acknowledges that any use of the Marks pursuant to this Agreement shall not create for the Dolphins or Hydron any right, title or interest in the other's Marks. The Dolphins and Hydron further agree that they will not at any time do or cause to be done any act or thing, directly or indirectly, which contests or in any way impairs or tends to impair any part of the right, title and interest of the other in its Marks; and the Dolphins and Hydron shall not, in any manner, represent that it has any ownership interest in the other's Marks or the registrations therefor. Upon termination of this Agreement, the Dolphins and Hydron shall immediately terminate all use of the other's Marks.

                  4.5 Hydron expressly recognizes that the Dolphins have previously granted the exclusive rights to license and sublicense its Marks to NFL Properties, Inc., and that the grant to Hydron of the right to use the Marks is subject to the prior approval of NFL Properties, Inc. In the event that such approval is not so given by NFL Properties, Inc., then such usage rights of Hydron shall immediately terminate. The Dolphins represent that they will use reasonable efforts to obtain the consent of NFL Properties, Inc. to the execution and performance of this Agreement prior to their execution hereof. In any such event, the provisions of Section 8.2 will apply.

         5.       STADIUM POLICY; GOVERNING LEAGUE POLICIES

                  5.1 Hydron and the Dolphins agree that this Agreement shall be performed in accordance with rules and policies of the Stadium as may be applicable to this Agreement, if any. The Dolphins will advise Hydron of any development of or changes in these rules and policies that might adversely affect the terms of this Agreement.

                  5.2 The parties agree that this Agreement shall automatically be subject to any new or amended National Football League (the NFL) rules or regulations applicable to advertising or promotional benefits provided by NFL member teams to its sponsors effective as

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of the date such regulation shall take effect and that this Agreement shall incorporate and be subject to the Constitution, By-Laws, rules and regulations, the duly authorized resolutions of the governing body, the decrees and rulings of the commissioner and the terms and conditions of any and all agreements to which the NFL is a party and as to which the NFL has bound its member clubs (collectively all of such regulations, resolutions, decrees and agreements are referred to as the Governing League Policies). The Dolphins shall advise Hydron of any changes therein which may materially and adversely affect the Sponsorship Rights. As of the date hereof, the Dolphins have no knowledge of any claim by the NFL that the Sponsorship Rights violate any Governing League Rules.

                  5.3 Without limiting any other potential uses of the Dolphins' Marks, Hydron agrees that the Dolphins may allow or authorize any League Sponsor (as defined below) to engage in advertising and promotional activities in the Dolphins' local market (including, without limitation, the Stadium), or





otherwise provide benefits to such League Sponsor, if such League Sponsor is entitled to engage in such activities or receive such benefits pursuant to any sponsorship or promotional licensing arrangement now or hereafter entered into between such League Sponsor and the NFL or any of its affiliates (including, without limitation, NFL Properties, Inc., NFL Enterprises, Inc. and NFL Films, Inc.). For purposes of this Agreement the term, League Sponsor shall mean any person or entity which currently is, or at any time becomes a sponsor or promotional licensee of or with respect to any NFL event or program now or hereafter in existence. By way of illustration only and without limiting the generality of the foregoing, League Sponsors may place advertising and promotional materials (including displays) in the Stadium, in connection with a League event, such as the Super Bowl.

                  5.4 If any rule or regulation of the Stadium, or any Governing League Policy as described in Sections 5.1, 5.2 or 5.3 requires the termination or revision of any Sponsorship Right, such Sponsorship Right shall be revised or terminated upon written notice to Hydron and the provisions of Section 8.2 shall apply to such termination or revisions.

         6.       REPRESENTATIONS AND WARRANTIES

                  6.1 Hydron represents and warrants to the Dolphins the following, all of which representations and warranties shall apply during the Term of this Agreement.

                            (a) Hydron is a corporation in good standing under the laws of the state of New York and is duly authorized to transact business in Florida, with full power and authority to enter into and fully perform its obligations under this Agreement. The execution and delivery of this Agreement on behalf of Hydron has been duly authorized by Hydron and this Agreement

constitutes a valid, binding and enforceable obligation of Hydron.

                            (b) Neither this Agreement nor anything required to be done hereunder by Hydron violates or shall violate any corporate charter, contract or other document to which Hydron is a party or by which it is otherwise bound.

                  6.2 The Dolphins represents and warrants to Hydron the following, all of

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which representations and warranties shall apply during the Term of this Agreement

                            (a) The Dolphins is a Florida limited partnership in good standing under the laws of the State of Florida and the Dolphins is duly authorized to transact business in Florida, with full power and authority to enter into and fully perform its obligations under this Agreement. The execution and delivery of this Agreement on behalf of the Dolphins has been duly authorized by the Dolphins and this Agreement constitutes a valid, binding and enforceable obligation thereof.

                            (b) Neither this Agreement nor anything required to be done hereunder by the Dolphins violates or shall violate any partnership agreement, corporate charter, contract or other document to which the Dolphins is a party or by which it is otherwise bound.

         7.       HOLD HARMLESS AND INDEMNIFICATION

                  7.1 Each of the parties shall indemnify and hold harmless the other, and their respective partners, shareholders, officers, employees, agents and representatives (collectively, the Indemnitees) from and against any and all claims, orders, damages, liabilities, costs and expenses, including reasonable attorney's fees, arising out of the other party's negligent actions or omissions with respect to this Agreement, or such party's wilful misconduct or breach of any representation, warranty or agreement in this Agreement applicable to it. Neither party shall have an obligation to indemnify or hold harmless an Indemnitees from any claim arising from or related to the Indemnitees negligence or misconduct. Each party hereto shall promptly notify the other of any claim or litigation to which the indemnity set forth in this paragraph applies. Each of the parties agree to defend all actions to which such indemnity applies and to conduct the defense thereof at its expense and by qualified counsel, which counsel shall be reasonably satisfactory to the Indemnitees. Each of the parties agree that the foregoing indemnities also apply for the benefit of the NFL (and its affiliates), South Florida Stadium Corporation, the owner and operator of Pro Player Stadium and their respective officials, officers, partners, agents and employees, who shall be deemed third party beneficiaries of this Agreement for the purpose of enforcing these indemnity obligations. These indemnity obligations shall survive the termination or expiration of this Agreement.

                  7.2 Insurance. The Dolphins shall, at its own expense, maintain in effect throughout the term of this Agreement, comprehensive general liability insurance policies with carriers of recognized standing, with limits of liability of at least One Million Dollars ($1,000,000), governing any and all property damage and person injury (including death) arising out of activities covered by this Agreement. Hydron shall, at its own expense, maintain in effect throughout the term of this Agreement, comprehensive general liability insurance policies with carriers of recognized standing, with limits of liability of at least One Million Dollars ($1,000,000), covering any and all property damage and personal injury (including death) arising out of activities covered by this





Agreement and shall obtain and maintain such additional insurance coverage as the Dolphins shall reasonably require with respect to any Sponsored Events or similar activities.

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         8.       TERMINATION

                  8.1(a) Without prejudice to any other rights, the Dolphins shall have the right to terminate this Agreement upon written notice to Hydron if Hydron fails to perform or comply with any term or condition of this Agreement within five (5) business days following delivery of written notice for a payment default or within thirty (30) days following written notice of any other breach of this Agreement sent to Hydron stating such failure or failures; provided that any such failure remains uncured at the end of such period.

                            (b) Without notice to any rights, Hydron shall have the right to terminate this Agreement upon written notice to Dolphins, if Dolphins fail to perform or comply with any material terms or conditions of this Agreement within thirty (30) days following delivery of written notice to Dolphins stating such failure or failures; provided that any failure remains uncured at the end of such period.

                  8.2 This Agreement may be terminated by the Dolphins or modified to reduce or eliminate certain promotional benefits (such as use of Marks or Sponsorship Rights), as described in Sections 2.3, 4.5 and 5.4 hereof. Upon any such termination or modification, the Dolphins will in good faith attempt to substitute a promotional benefit of equivalent promotional value for any benefits that the Dolphins was forced to eliminate; or, if the Dolphins is unable to substitute a promotional benefit of similar magnitude, then the Dolphins and Hydron shall attempt, in good faith, to agree upon an adjustment in the amount of fees payable by Hydron to the Dolphins under this Agreement. If the Dolphins and Hydron cannot agree upon an adjustment in the amount of fees payable hereunder, then Dolphins and Hydron agree to arbitrate the adjustment in fees and to be bound by the decision of the arbitrators. Any such arbitration shall be conducted in accordance with the rules of the American Arbitration Association.

                  8.3 Upon termination of this Agreement, all rights and privileges granted to Hydron hereunder shall automatically revert to the Dolphins. Upon termination of this Agreement by the Dolphins pursuant to paragraph 8.1(a), any and all payments then or later due to the Dolphins shall

become due and payable in full immediately, and no portion of any prior payments made to the Dolphins shall be refundable.

                  8.4 In the event that Hydron terminates this Agreement pursuant to the provisions of Section 8.1(b), then the fees paid, if any, for the balance of the term of this Agreement shall be immediately refunded to Hydron provided Hydron has not received sponsorship rights or benefits equal to such fees.

         9.       MISCELLANEOUS

                  9.1 The parties hereto agree to maintain in confidence the terms and conditions of this Agreement, except to the extent that a proposed disclosure by a party of any specifications or conditions hereof is authorized in advance by the other party pursuant to Section 4.3 or is otherwise required by law.

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                  9.2 It is mutually understood and agreed that Hydron and the Dolphins, and their respective partners, officers, employees, representatives and agents are, at all times, herein, acting and performing separately and independently of each other and are in no way or manner to represent themselves as agents or employees of the other party. As such, no party shall incur any expenses or create any liens or encumbrances in another party's name or against another party's interests. This Agreement shall not create a joint venture, partnership, or a relationship of principal and agent, or of employer and employee, between the parties.

                  9.3 All notices required to be given hereunder shall be properly served if in writing and delivered either by (i) personal delivery, (ii) certified or registered mail, postage prepaid, facsimile, or (iii) by recognized overnight courier service which delivers only upon the signed receipt of the addressee, which in any case shall be delivered to the respective addresses set forth at the beginning of this Agreement or such other addresses as may be designated by written notice by such party. Notice shall be deemed given on the date of delivery of such notice to the recipient or the date of refusal to accept delivery of such notice by the addressee or its agent.

                  9.4 In connection with any action arising from or in connection with the enforcement of this Agreement, the prevailing party shall be entitled to an award of its expenses, including reasonable attorneys' fees and disbursements, incurred or paid before and at trial or any other proceeding which may be instituted, at any tribunal level, and whether or not suit or any other proceeding is instituted.

                  9.5 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Jurisdiction and venue for any legal proceedings arising out of this Agreement shall exclusively lie in the





state and federal courts situate in Broward County, Florida.

                  9.6 No party may assign any of its rights or obligations

hereunder without the prior written consent of the other party, except that Hydron may assign its rights and obligations under this Agreement to its parent, its successor or to an affiliate (as such term is defined under the rules and regulations promulgated under the federal securities laws of the U.S.) upon the reasonable consent of the Dolphins that such affiliate assignee has the financial means and corporate authority to perform such obligations and Hydron may not withhold its consent to an assignment of this Agreement in the event of a merger or reorganization of the Dolphins, a sale of all or substantially all of the Dolphins' assets or a consolidation of the Dolphins with any of its affiliates or related parties.

                  9.7 In the event that the performance of this Agreement is prevented because of an act of nature or force majeure or if the exhibition of any scheduled home games of the Dolphins is canceled because of strike, lockout, labor dispute or other cause of similar nature beyond the reasonable control of the Dolphins, the same shall not constitute a breach of this Agreement. The Dolphins hereby agree, in good faith, to attempt to reschedule any aspect of the Sponsorship Rights which is prevented from occurring as scheduled, at such date as may be

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reasonably agreeable to the Dolphins and Hydron. If one or more events or benefits are unable to be rescheduled during the Term of this Agreement, the provisions of Section 8.2 shall apply in the same manner as if such failure to reschedule caused a termination of a Sponsorship Right. Nothing stated in this Agreement grants Hydron any sponsorship, promotional or other rights with respect to any Super Bowl, Pro Bowl or NFL conference championship or play-off games or any other football game(s) which are not part of the preseason or regular season schedule of games to be played at home by the Miami Dolphins.

                  9.8 This Agreement (including Exhibit A) sets forth the entire understanding and agreement of the parties hereto with respect to its subject matter and supersedes all prior under standings or agreements between the parties relating to the same subject matter. Any amendments or modifications to this Agreement shall be in writing, as mutually agreed upon by both parties.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective authorized representatives, effective as of the date first shown above.

                                        HYDRON TECHNOLOGIES, INC.

                                        By: /s/ Harvey Tauman                                            -------------------------------------                                              Harvey Tauman                                              President and Chairman                                              Date:                                                   ------------------------------

                                        MIAMI DOLPHINS, LTD., a  Florida limited                                         partnership

                                        By: SOUTH FLORIDA FOOTBALL                                             CORPORATION, its General Partner

                                        By: /s/ Eddie Jones                                            -------------------------------------                                              Eddie Jones, President                                              Date:                                                   ------------------------------

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                                    EXHIBIT A

                    MIAMI DOLPHINS/HYDRON TECHNOLOGIES, INC.

                               SPONSORSHIP RIGHTS

Season-Long Merchandising

PRINT ADVERTISING

The Dolphins will provide to Hydron:

o                                     One full page, four (4) color                                       advertisement for Hydron in all ten (10)                                       issues of GameDay Magazine, the official                                       publication of the National Football                                       League and the Miami Dolphins distributed                                       at Pro Player Stadium during each year                                       during the Term.

PROMOTIONAL MEDIA





In connection with this Agreement, Dolphins will provide the following promotional media:

                                   1996 BENEFITS PROVIDED TO HYDRON

o                                     Executive Suite: 320A. Use of the                                       executive suite for the December 8, 1996                                       game vs. the New York Giants. The game                                       will include twelve (12) tickets and two                                       (2) parking passes.

o                                     Stadium Signage: Hydron sign will be in                                       place on the West Scoreboard - Secondary                                       Tri-Vision Panel for the December 8, 1996                                       game vs. the New York Giants and the                                       December 16, 1996 game vs. the Buffalo                                       Bills.

o                                     Product Sampling: Hydron will provide ten                                       thousand (10,000) sunscreen samples which                                       will be distributed to club level patrons                                       prior to and during the December 8, 1996                                       game vs. the New York Giants. The Dolphins                                       will permit Hydron to set up four (4)                                       display booths which will be staffed by                                       Hydron employees to distribute the                                       sunscreen.

                                   1997-2000 BENEFITS TO HYDRON

o        Defensive Play of the Week Promotion: Hydron will be the title          sponsor of the 30-second Jumbtron video Defensive Player of the Week          promotion which will be displayed during each Miami Dolphins home game.

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o        Product Sampling: The Dolphins will permit Hydron to distribute          sunscreen product samples to fans in attendance at one (1) home game          during each contract year. Hydron will set up four (4) display booths          and will staff them with Hydron employees. The Dolphins will also          permit Hydron to distribute sunscreen product samples during the first          two (2) weeks of training camp at the Dolphins training facility in          Davie during each contract year.

o        Team Affiliation: Hydron will be permitted to advertise itself as a          Proud Sponsor of the Miami Dolphins in the skin care category.

o        Easements: The Miami Dolphins will use reasonable efforts to provide          endorsements of Hydron sunscreen/skin protection products from its          training staff.

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Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?
[EX A]: Each of the parties agree that the foregoing indemnities also apply for the benefit of the NFL (and its affiliates), South Florida Stadium Corporation, the owner and operator of Pro Player Stadium and their respective officials, officers, partners, agents and employees, who shall be deemed third party beneficiaries of this Agreement for the purpose of enforcing these indemnity obligations.

[EX Q]: Exhibit 10.1

INTELLECTUAL PROPERTY AGREEMENT

THIS INTELLECTUAL PROPERTY AGREEMENT (this IP Agreement) is entered into as of April 14, 2014 (the Effective Date), by and between Motorola Solutions, Inc., a Delaware corporation (the Seller), and Zebra Technologies Corporation, a Delaware corporation (the Purchaser).

RECITALS

WHEREAS, the Seller, directly and through certain of its Affiliates, is engaged in the Business;

WHEREAS, the Seller desires to sell and transfer to the Purchaser, and the Purchaser desires to acquire from the Seller, the Business, and in furtherance thereof, at each applicable Closing, the Seller will sell and assign, and will cause the other members of the Seller Group to sell and assign, to the Purchaser Group, and the Purchaser will purchase and assume, and will cause the other members of the Purchaser Group to purchase and assume, from the Seller Group, certain of the assets and liabilities of the Business, including all of the capital stock of the Acquired Companies, all on terms and conditions set forth in that certain Master Acquisition Agreement of even date herewith (the Acquisition Agreement);

WHEREAS, certain assets owned, developed, or used by the Seller Parties in connection with the Business constitute Intellectual Property (as defined below);

WHEREAS, as part of the Purchaser's acquisition of the Business, the Seller intends to assign to the Purchaser Assignees certain of such Intellectual Property and to license the Purchaser Licensees to use certain of such Intellectual Property, in each case pursuant to the terms and conditions set forth herein; and

WHEREAS, as part of such acquisition, the Purchaser Assignees and Acquired Companies intend to license the Seller Parties to use certain of such assigned Intellectual Property and certain other Intellectual Property owned by the Acquired Companies.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual representations, warranties and covenants set forth in this IP Agreement and the other Transaction Agreements, and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

ARTICLE I DEFINITIONS

Section 1.1 Definitions. For the purposes of this IP Agreement, the following terms have the meanings set forth below. Capitalized terms used in this IP Agreement but not otherwise defined herein have the meanings ascribed to them in the Acquisition Agreement.

(a) Acquired Company IP means all Intellectual Property owned by, as of the Initial Closing Date, any of the Acquired Companies, including the Acquired Company Patents and the Acquired Company Trademarks, but for the avoidance of doubt, excluding any Assigned IP.





(b) Acquired Company Patents means (i) all of the Patents owned by, as of the Initial Closing Date, any of the Acquired Companies, including those set forth on Schedule 1.1(b) of the Seller IPA Disclosure Schedule, and (ii) any Patents that are based on any invention disclosure that is owned by, as of the Initial Closing Date, any of the Acquired Companies, but for the avoidance of doubt, excluding any Assigned IP.

(c) Acquired Company Trademarks means all of the Trademarks owned by, as of the Initial Closing Date, any of the Acquired Companies, including those set forth on Schedule 1.1(c) of the Seller IPA Disclosure Schedule, but for the avoidance of doubt, excluding any Assigned IP.

(d) Acquisition Agreement has the meaning ascribed to it in the recitals.

(e) Additional Patents has the meaning ascribed to it in Section 2.1(b)(iii)(F).

(f) Ancillary IP Rights means, with respect to any Intellectual Property, any and all of the following in any jurisdiction throughout the world: (i) rights to pursue and collect damages, costs, injunctive relief and other remedies for past, current or future infringement, misappropriation, or conflict with such Intellectual Property; and (ii) royalties, fees, income and other payments and proceeds due or accrued as of the Initial Closing Date and thereafter under or arising from such Intellectual Property.

(g) Assigned Copyright Materials means all of the copyrightable or copyrighted materials owned by any Seller Party as of the Initial Closing Date that were created by a Business Employee, including the materials set forth on Schedule 1.1(g); provided that, for the avoidance of doubt, the Assigned Copyright Materials do not include any copyrightable or copyrighted material that is Software.

(h) Assigned Copyrights means all of the (i) Copyright registrations and unregistered Copyrights owned by of any Seller Party as of the Initial Closing Date that are for the Assigned Copyright Materials or the Assigned Software, and (ii) other Copyrights owned by any Seller Party as of the Initial Closing Date that were created by a Business Employee, including the Copyrights set forth on Schedule 1.1(h) of the Seller IPA Disclosure Schedule; provided that, for the avoidance of doubt, the Assigned Copyrights do not include any copyright registrations or unregistered copyrights for Software other than Assigned Software.

(i) Assigned IP means: (i) Assigned Copyrights, Assigned Copyright Materials, Assigned Patents, Assigned Know-How, Assigned Software, Assigned Trademarks, and Assigned Other IP; and (ii) any other Intellectual Property that is owned by any Seller Party as of the Initial Closing Date and that (a) is Formerly Owned by the Business, or (b) is or was used exclusively in connection with the Business on or prior to the Initial Closing Date.

(j) Assigned Know-How means all of the Know-How owned by any Seller Party as of the Initial Closing Date that was created by a Business Employee, including the Know-How set forth on Schedule 1.1(j).   2





(k) Assigned Other IP means all of the Intellectual Property (other than Copyrights, Know-How, Patents, and Software), if any, owned by any Seller Party as of the Initial Closing Date that was created by a Business Employee, including the Trademarks and other Intellectual Property set forth on Schedule 1.1(k)(i), but for the avoidance of doubt, excluding the Trademarks set forth on Schedule 1.1(k)(ii).

(l) Assigned Patents means (i) all of the Patents owned by any Seller Party as of the Initial Closing Date that are set forth on Schedule 1.1(l) of the Seller IPA Disclosure Schedule, and (ii) any Patents that are based on any invention disclosure that is owned by any Seller Party as of the Initial Closing Date and that is assigned to any of the Purchaser Assignees.

(m) Assigned Software means all of the Software owned by any Seller Party as of the Initial Closing Date that was created by a Business Employee, including the Software set forth on Schedule 1.1(m); provided that, for the avoidance of doubt, the Assigned Software does not include any rights under any Licensed Patents that cover Software.

(n) Assigned Trademarks means all of the Trademarks owned by any Seller Party as of the Initial Closing Date that are exclusively used in connection with the Business on the Initial Closing Date, including the Trademarks set forth on Schedule 1.1(n) of the Seller IPA Disclosure Schedule.

(o) Intentionally Omitted.

(p) Business Employee means any current or former employee or independent contractor of any Seller Party or any Acquired Company who, at the time of creation of Intellectual Property, was performing work for the Business and created such Intellectual Property for the Business in connection with the performance of such work.

(q) Buyer has the meaning ascribed to it in Section 6.3.

(r) Change of Control Event has the meaning ascribed to it in Section 6.3.

(s) Copyrights has the meaning ascribed to it in the definition of Intellectual Property.

(t) Derivative Works (i) with respect to copyrightable works shall have the meaning set forth in the U.S. Copyright Act, 17 U.S.C. §101, et seq. (including translation into other computer language and any other form in which an existing work may be recast, transformed or adapted which would constitute a derivative work under the U.S. Copyright Act, 17 U.S.C. §101), and (ii) with respect to Know-How, it shall also mean any material derived from such Know-How.

(u) Enterprise Data Capture Products means (i) bar code scanner products for reading machine-readable symbols (including fixed, handheld, portable, wearable, and vehicle-mounted laser scanners and linear and area imagers), (ii) radio frequency identification (RFID) reader products used to communicate with RFID tags (including portal RFID readers, doorway, forklift, crane and delivery-door RFID readers, handheld RFID readers, and fixed, vehicle-mounted, wearable, portable, hands-free and mobile RFID readers), or (iii) associated   3





accessories and Software, in each case, to the extent such products are the same as those (a) offered by the Enterprise Segment on or prior to the Initial Closing Date or (b) under development by the Enterprise Segment on the Initial Closing Date.

(v) Enterprise Mobile Computing Products means durable or rugged enterprise-grade fixed, handheld, wearable, vehicle-mounted, or portable computing or smartphone products, which products shall include handheld and portable mobile computers, gun handle mobile computers, tablet computers, vehicle-mounted computers and wearable computers, in each case, to the extent such products are the same as those (i) offered by the Enterprise Segment on or prior to the Initial Closing Date, or (ii) under development by the Enterprise Segment on the Initial Closing Date.

(w) Enterprise Products means (i) Enterprise Data Capture Products, (ii) Enterprise Mobile Computing Products, or (iii) Enterprise Wireless LAN Products.

(x) Enterprise Segment means the Enterprise reporting segment as reflected in the Seller Financial Statements except to the extent they include Integrated Digital Enhanced (iDEN) protocol network infrastructure products and related Software and services.

(y) Enterprise Wireless LAN Products means products that provide connectivity to wireless products within a local area network (whether indoors or outdoors) and that operate in compliance with the IEEE 802.11 standard (which products shall include types of products that are wireless local area network (LAN) products, including (i) wireless access points and ports compliant with the IEEE 802.11 standard, (ii) wireless controllers compliant with the IEEE 802.11 standard, (iii) wireless switches designed for use with the foregoing wireless access points, ports and controllers, and (iv) related LAN accessories and Software), in each case, to the extent such products are the same as those (a) offered by the Enterprise Segment on or prior to the Initial Closing Date, or (b) under development by the Enterprise Segment on the Initial Closing Date.

(z) Excluded Field Products means any product to the extent it was designed, developed, or manufactured for use in conjunction with or for interoperability with a (i) Public Safety Next-Gen LTE Network or (ii) Two-Way Radio Network.

(aa) Excluded Infrastructure Equipment means (i) (a) government, public safety or defense communications network infrastructure equipment and systems, or (b) professional and commercial communications network infrastructure equipment and systems, in each case of clauses (a) and (b), to the extent designed, developed, or manufactured to operate with Excluded Mobile Radio Products, or (ii) network infrastructure equipment to the extent designed, developed, or manufactured to operate with a Public Safety Next-Gen LTE Network and on the frequency band allocated to the Public Safety Community.

(bb) Excluded Mobile Radio Products means any product (including any government, public safety and defense, professional, and commercial product): (i) to the extent that such product has a primary communication mode of Push-to-Talk and contains a transceiver that operates: (a) in a frequency band that is allocated for land mobile radio users; and (b) in compliance with any Two-Way Radio Standard; or (ii) to the extent that such product contains a transceiver that operates in compliance with the Integrated Digital Enhanced (iDEN) protocol.   4





(cc) Excluded Software and Solutions means (i) a command and control solution (hardware and Software) to the extent that it is designed, developed, or manufactured primarily for use by the Public Safety Community or Government Entities, or (ii) Software to the extent designed primarily to operate Excluded Mobile Radio Products or Excluded Infrastructure Equipment.

(dd) Existing Stock has the meaning ascribed to it in Section 2.2(d).

(ee) Formerly Owned by the Business means, with respect to any type of Intellectual Property, any item of such Intellectual Property that (i) is owned by any Seller Party as of the Initial Closing Date and (ii) was at any time prior to the Initial Closing Date owned by any Acquired Company in any form, e.g., an invention owned by an Acquired Company prior to the Initial Closing Date for which a patent or patent application is owned by a Seller Party as of the Initial Closing Date.

(ff) Future Acquisition has the meaning ascribed to it in Section 6.4.

(gg) Group means (i) with respect to the Seller, the Seller Group, and (ii) with respect to the Purchaser, the Purchaser Group.

(hh) In-bound Licenses has the meaning ascribed to it in Section 3.4.

(ii) Incorporated Into means, with respect to a product, embedded in, used in, incorporated into, combined with, linked with, distributed with, provided as a service with or made available with such product, including any Object Code that is referenced or required to be present or available (e.g., available via another machine connected directly or through a network) in such product for such product to properly function in accordance with its specifications.

(jj) Insolvent Party has the meaning ascribed to it in Section 4.5.

(kk) Intellectual Property means any and all of the following in any jurisdiction throughout the world: (i) patents, patent applications, industrial design rights (including utility model rights, design rights, and industrial property rights), registrations and applications for registration of industrial design rights, patents of importation/confirmation, statutory invention registrations, and certificates of invention and like statutory right, all counterparts, continuations, divisions, continuations-in-part, revisions, extensions, supplementary certificates, substitutions, reexaminations, renewals, and reissuances of any of the foregoing and any patent or patent application that claims priority to any of the foregoing (collectively, Patents); (ii) Trademarks; (iii) copyright registrations and applications, and unregistered copyrights, published and unpublished works of authorship, and Mask Works, together with all applications, registrations, and renewals in connection therewith, and all common-law rights to any of the foregoing (collectively, Copyrights); (iv) computer programs, whether embodied in software, firmware or otherwise, including, software compilations, software implementations of algorithms, software tool sets, compilers, and software models and methodologies (whether in Source Code or Object Code form), and (C) translation, ported   5





versions and modifications of any of the foregoing (collectively, Software); (v) trade secrets, know-how, inventions, invention disclosures, and other confidential or proprietary information (collectively, Know-How); and (vi) all other intellectual property rights or industrial property rights.

(ll) Invention Disclosure Review List has the meaning ascribed to it in Section 2.1(b)(iii)(A).

(mm) Invention Disclosure Review Team means Paul Steinberg and Bob Sanders (or their replacements or proxies, as applicable, as determined by their respective then-current employer).

(nn) IP Agreement has the meaning ascribed to it in the preamble.

(oo) Know-How has the meaning ascribed to it in the definition of Intellectual Property.

(pp) LAN has the meaning ascribed to it in the definition of Enterprise Wireless LAN Products.

(qq) Licensable means, with respect to Intellectual Property, that (i) such Intellectual Property is owned by a third Person (other than a Seller Party), and (ii) as of the Initial Closing Date, a Seller Party has (to the extent which and for such time that a Seller Party has) a right to grant to any Purchaser Licensee the licenses, sublicenses, or related rights to such Intellectual Property as set forth in this IP Agreement without the payment of royalties or other consideration to third Persons (except for payments for which the Purchaser agrees to reimburse the Seller or payments to any third Person: (A) for inventions made by such third Person while engaged by any Seller Party; and (B) as consideration for the acquisition of such Intellectual Property) and without obtaining the consent of any third Person (except where such consent has already been granted).

(rr) Licensed Copyright Materials means all of the copyrighted and copyrightable materials owned or Licensable by any Seller Party as of the Initial Closing Date that are or have been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided, that, for the avoidance of doubt, the Licensed Copyright Materials do not include (A) the Assigned Copyright Materials, (B) works authored after, or acquired by any Seller Party after, the Initial Closing Date, or (C) Software.

(ss) Licensed Copyrights means: (i) all of the copyright registrations and unregistered copyrights owned or Licensable by any Seller Party as of the Initial Closing Date that are for the Licensed Copyright Materials or the Licensed Software; and (ii) all other Copyrights that are owned or Licensable by any Seller Party as of the Initial Closing Date that are or have been, on or prior to the Initial Closing Date, (A) used in connection with the Business, (B) used in connection with the development of any product, service, or system in the Business, or (C) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Copyrights do not include the Assigned Copyrights or   6





any copyright registrations or unregistered copyrights that are for (I) copyrightable works authored after, or acquired by any Seller Party after, the Initial Closing Date or (II) Software (other than the Licensed Software).

(tt) Licensed IP means the Licensed Copyrights, Licensed Copyright Materials, Licensed Know-How, Licensed Patents, Licensed Software, Licensed Trademarks, Mobility Trademarks, Non-Mobility Trademarks, and Licensed Other IP.

(uu) Licensed Know-How means all of the Know-How owned or Licensable by any Seller Party as of the Initial Closing Date that is or has been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Know-How does not include (A) the Assigned Know-How, or (B) any Know-How that is developed or acquired by any Seller Party after the Initial Closing Date.

(vv) Licensed Other IP means all of the Intellectual Property (other than the Licensed Copyrights, Licensed Patents, Licensed Copyright Materials, Licensed Know-How, Licensed Software, and Trademarks), if any, owned or Licensable by any Seller Party as of the Initial Closing Date that is or has been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Other IP does not include the Assigned Other IP.

(ww) Licensed Patents means all of the Patents (i) owned by any Seller Party as of the Initial Closing Date or that are based on an invention disclosure owned by any Seller Party as of the Initial Closing Date, or (ii) Licensable by any Seller Party as of the Initial Closing Date; provided that, for the avoidance of doubt, the Licensed Patents do not include the Assigned Patents.

(xx) Licensed Software means the Software owned or Licensable by any Seller Party as of the Initial Closing Date that is or has been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Software does not include (I) the Assigned Software, (II) Software developed or acquired by any Seller Party after the Initial Closing Date, or (C) Seller Group Software specifically licensed to the Purchaser Group under another Transaction Agreement.

(yy) Licensed Trademarks means the Trademarks set forth on Schedule 1.1(yy); provided that, for the avoidance of doubt, the Licensed Trademarks do not include the Assigned Trademarks, the Mobility Trademarks, or the Non-Mobility Trademarks.

(zz) LTE means the Long Term Evolution (LTE) or Long Term Evolution Advanced (LTE-A) fourth generation (4G) broadband communications standards, including various derivations thereof that do not fundamentally alter the character thereof (e.g., wireless air-interface, framing structure, control, call set-up and connection management).   7





(aaa) Mask Work means: (i) any mask work, registered or unregistered, as defined in 17 U.S.C. §901; (ii) all registrations and applications to register the foregoing anywhere in the world; (iii) all foreign counterparts and analogous rights anywhere in the world (including semiconductor topography rights); and (iv) all rights in and to any of the foregoing.

(bbb) Material IP Contracts has the meaning ascribed to it in Section 3.4.

(ccc) Mobility Intellectual Property License means that certain Amended and Restated Intellectual Property License Agreement, by and between Motorola Mobility, Inc. and Motorola, Inc., effective as of July 31, 2010.

(ddd) Mobility Trademark License means that certain Amended and Restated Exclusive License Agreement, by and between Motorola Trademark Holdings, LLC and Motorola, Inc., effective as of July 30, 2010.

(eee) Mobility Trademarks means any Trademarks licensed to any Seller Party or any Acquired Company pursuant to the Mobility Trademark License that are, as of the Initial Closing Date, used in connection with the Business or any product, service, or system in the Business.

(fff) Mobility Transition Period has the meaning ascribed to it in Section 2.2(d)(i)(A).

(ggg) New Business Employee has the meaning ascribed to it in Section 2.1(b)(iii)(D).

(hhh) Non-Mobility Trademarks has the meaning ascribed to it in Section 2.2(d)(i)(B).

(iii) Non-Mobility Transition Period has the meaning ascribed to it in Section 2.2(d)(i)(B).

(jjj) Object Code means one or more computer instructions in machine readable form (whether or not packaged in directly executable form), including any such instructions that are readable in a virtual machine, whether or not derived from Source Code, together with any partially compiled or intermediate code that may result from the compilation, assembly or interpretation of any Source Code. Object Code includes firmware, compiled or interpreted programmable logic, libraries, objects, bytecode, machine code, and middleware.

(kkk) Off-the-Shelf Software Licenses means licenses in respect of commercially available, unmodified, off-the-shelf Software used by any of the Seller Entities solely for its own internal use with respect to the Business.

(lll) Open Source Software means any Software that is subject to any license that is, or is substantially similar to, a license approved by the Open Source Initiative and listed   8





at http://www.opensource.org/licenses as of the Initial Closing Date, which licenses include all versions of the GNU General Public License (GPL), the Lesser GNU Public License (LGPL), the GNU Affero GPL, the MIT License, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License, the Academic Free License, the BSD License and the Apache License, or any Reciprocal License.

(mmm) Out-bound Licenses has the meaning ascribed to it in Section 3.4.

(nnn) Outstanding Patents has the meaning ascribed to it in Section 2.1(b)(iii)(F).

(ooo) Patent Review List has the meaning ascribed to it in Section 2.1(b)(iii)(A).

(ppp) Patents has the meaning ascribed to it in the definition of Intellectual Property.

(qqq) Permitted Type of Enterprise Mobile Computing Product means a Type of Enterprise Mobile Computing Product that: (i) (a) is a component used in a solution, (b) interoperates with one or more Purchaser Excluded Products in such solution, and (c) is designed primarily for such use and interoperation; (ii) is a standalone product that is designed primarily for use by the Public Safety Community or Governmental Entities; or (iii) is a Purchaser Excluded Product that is designed primarily (A) for use by the Public Safety Community or Governmental Entities, (B) to operate in compliance with the Integrated Digital Enhanced (iDEN) protocol, or (C) to operate in compliance with any Two-Way Radio Standard.

(rrr) product means device or product.

(sss) Public Safety LTE Smartphone Devices means any fixed, handheld, vehicle-mounted, wearable, or portable wireless product that is compliant with LTE and is designed primarily for use by either the Public Safety Community or Governmental Entities.

(ttt) Public Safety Next-Gen LTE Network means a network that is based upon LTE and operates on a frequency band allocated to the Public Safety Community.

(uuu) Purchaser has the meaning ascribed to it in the preamble.

(vvv) Purchaser Assignees means one or more Persons designated, on or prior to the Initial Closing Date, by Purchaser to Seller.

(www) Purchaser Excluded Products means (i) Excluded Infrastructure Equipment, (ii) Excluded Mobile Radio Products, (iii) Excluded Software and Solutions, or (iv) Excluded Field Products.

(xxx) Purchaser Licensees means each (for the avoidance of doubt, and without limiting any other provision of this IP Agreement, current or future) Affiliate of the Purchaser (including the Acquired Companies).   9





(yyy) Push-to-Talk (PTT) means a method of transmitting voice or data communications on simplex and half-duplex channels that uses a momentary button to switch from voice or data reception mode to transmit mode.

(zzz) Reciprocal License means a license of an item of Software that requires or conditions any rights granted in such license upon: (i) the disclosure, licensing or distribution of other Software (whether or not in Source Code form); (ii) a requirement that any other licensee of the Software be permitted to modify, make Derivative Works of, or reverse-engineer any such other Software; (iii) a requirement that such other Software be redistributable by other licensees; (iv) the grant of any patent rights including non-assertion or patent license obligations; or (v) the imposition of any other material limitation, restriction, or condition on any Seller Entity's right to use or distribute other Software in connection with the Business (other than a requirement to include an acknowledgement of authorship of such item of Software or to distribute a copy of the terms and conditions of the applicable license agreement with respect to such Software).

(aaaa) Registered Intellectual Property has the meaning ascribed to it in Section 3.1.

(bbbb) Retained Seller Trademarks means any and all Trademarks owned or used by any Seller Party on or prior to the Initial Closing Date or at any time thereafter (but excluding, for the avoidance of doubt, any Trademarks that constitute an Acquired Asset).

(cccc) Review Patent has the meaning ascribed to it in Section 2.1(b)(iii).

(dddd) Review Period means the period of time on or prior to the one year anniversary of the Initial Closing Date.

(eeee) RFID has the meaning ascribed to it in Enterprise Data Capture Products.

(ffff) SDO means a patent pool, official or de facto standards setting or development organization, industry standards body industry, trade association or other similar organization.

(gggg) SDO Member means any Person that is or has ever been, directly or indirectly, (i) a member or promoter of, or a contributor to or a participant in, any SDO, (ii) obligated to license or disclose any Intellectual Property to, or made any commitments or agreements regarding, any SDO, or (iii) a participant in the writing, preparing, amending, revising, sponsoring, organizing, promulgating, setting, or approving of any specifications, standards, requirements, or guidelines related to the Business.

(hhhh) Section 365 has the meaning ascribed to it in Section 4.5.

(iiii) Section 365(n) has the meaning ascribed to it in Section 4.5.

(jjjj) Seller has the meaning ascribed to it in the preamble.   10





(kkkk) Seller Business means, collectively, the businesses of each member of the Seller Parties as of the Initial Closing Date, but excluding the Business.

(llll) Seller Entity means each Acquired Company and each Seller Party.

(mmmm) Seller Excluded Products means a (i) Type of Enterprise Data Capture Product, (ii) Type of Enterprise Mobile Computing Product, or (iii) Type of Enterprise Wireless LAN Product.

(nnnn) Seller IP means any and all Intellectual Property owned by any Seller Party prior to the Initial Closing Date or at any time thereafter.

(oooo) Seller IPA Disclosure Schedule has the meaning ascribed to it in Article III.

(pppp) Seller Licensed Activities has the meaning ascribed to it in Section 2.1(d).

(qqqq) Seller Party means Seller and each of its Affiliates (but, for the avoidance of doubt, excluding the Acquired Companies).

(rrrr) Shared Review Invention Disclosure has the meaning ascribed to it in Section 2.1(b)(iii)(C).

(ssss) Shared Review Patent has the meaning ascribed to it in Section 2.1(b)(iii)(B).

(tttt) Smart Sensing Network Equipment means any sensing equipment for use in conjunction with or interoperable with a distributed network of sensors intended to measure or ascertain data, including video, imaging, RFID, audio, temperature, and data measurements.

(uuuu) Software has the meaning ascribed to it in the definition of Intellectual Property.

(vvvv) Source Code means one or more statements in human readable form, including comments, definitions and annotations, which are generally formed and organized to the syntax of a computer or programmable logic programming language (including such statements in batch or scripting languages and including hardware definition languages such as VHDL), together with any and all text, data and data structures, diagrams, manuals, instructions, procedures, and other information that describe the foregoing.

(wwww) Third-Party Intellectual Property means any and all Intellectual Property licensed to any Seller Party from, or otherwise owned by, a Person other than a Seller Party (including open source Software, freeware or other publicly available Software).

(xxxx) Trademarks means (i) trademarks, service marks, logos, product numbers, trade dress, trade names, corporate names and Internet domain names, slogans, and   11





other indicia of commercial source or origin (whether registered, common law, statutory, or otherwise, and together with all translations thereof), (ii) all registrations and applications to register the foregoing anywhere in the world (including all renewals in connection therewith), and (iii) all goodwill symbolized by any of the foregoing clauses (i) and (ii).

(yyyy) Transferred IP means the Assigned IP and the Acquired Company IP.

(zzzz) Transferred IP Docket has the meaning ascribed to it in Section 2.3(a).

(aaaaa) Two-Way Radio Network means a wireless network (whether implemented in hardware or Software) capable of enabling, managing, supervising, or securing a communication of voice, data, or multimedia information in compliance with any one or more of the Two-Way Radio Standards.

(bbbbb) Two-Way Radio Standards means (i) any of the following standards: (A) Association of Public-Safety Communications Officials Project 25 (including Digital APCO P25), (B) European Telecommunications Standards Institute Terrestrial Trunked Radio (including TETRA), (C) European Telecommunications Standards Institute Digital Mobile Radio (including TETRAPOL), (D) European Telecommunications Standards Institute Digital Private Mobile Radio, (E) MotoTalk, (F) General Mobile Radio Service, (G) Family Radio Service, (H) Analog MDC-1200, (I) Analog Conventional, (J) Private Mobile Radio (PMR), Logic Trunked Radio (LTR), MPT 1327 / MPS 1327, Selcall (5-Tone), and NXDN, (K) Dogota, Mobile Radio (DMR), digital Private Mobile Radio (dPMR), and Police Digital Trunking (PDT), (L) Global Open Trunked Architecture (GoTa), (M) ARIB standards T-98 and T-102 (also known as DCR for Japan), (N) China specific protocol (PDMS/CDMR), (O) Enhanced Digital Access Communication System (EDACS), (P) OpenSky and GSM-R (Railway variant of GSM for Two-Way Radio), and (Q) Project 25 Conventional TDMA and China specific protocols (PDMR-T, PDMR-F); and (ii) various derivations thereof that do not fundamentally alter the character thereof. For the avoidance of doubt, Two-Way Radio Standards do not include Wireless Standards.

(ccccc) Type of Enterprise Data Capture Product means (i) bar code scanner products for reading machine-readable symbols (including fixed, handheld, portable, wearable, and vehicle-mounted laser scanners and linear and area imagers), (ii) RFID reader products used to communicate with RFID tags (including portal RFID readers, doorway, forklift, crane and delivery-door RFID readers, handheld RFID readers, and fixed, vehicle-mounted, wearable, portable, hands-free and mobile RFID readers), or (iii) associated accessories and Software.

(ddddd) Type of Enterprise Mobile Computing Product means durable or rugged enterprise-grade fixed, handheld, wearable, vehicle- mounted, or portable computing or smartphone products, which products shall include handheld and portable mobile computers, gun handle mobile computers, tablet computers, vehicle mounted computers and wearable computers.

(eeeee) Type of Enterprise Wireless LAN Product means products that provide connectivity to wireless products within a local area network (whether indoors or outdoors) and that operate in compliance with the IEEE 802.11 standard (which products shall include types of   12





products that are wireless LAN products, including (i) wireless access points and ports compliant with the IEEE 802.11 standard, (ii) wireless controllers compliant with the IEEE 802.11 standard, (iii) wireless switches designed for use with the foregoing wireless access points, ports and controllers, and (iv) related LAN accessories and Software).

(fffff) Wireless Standards means: (i) all cellular communication technical specifications adopted as a standard by either an SDO or a major operator of public subscription systems for in-country requirements (e.g., frequency spectrum availability, interconnection with preexisting telephony networks, etc.), as well as various adjunct protocols to the extent incorporated into such standards, including those technical specifications for digital radiotelephone service (A) promulgated by ETSI and presently known as the GSM, Pan-European Digital Cellular radiotelephone service (including Personal Communications Network services, presently known as DCS1800 and in the United States PCS1900), (B) promulgated in the United States by the Telecommunications Industry Association / Electronic Industries Associates (TIA/EIA) and presently known as AMPS (Advanced Mobile Phone System), NAMPS (Narrowband AMPS), TDMA Cellular/PCS - Radio Interface Interim Standards IS-I36, IS-137 or IS-138 (including IS-54, IS-55 and IS-56 and PCS 1900 standards JSTD-009, JSTD-010 and JSTD-011), (C) promulgated by ARIB (formerly RCR) and presently known as PDC (Personal Digital Cellular), (D) promulgated by the TIA and presently known as IS-95, IS-95B, RTT MC 1X, 1X Plus, and 1Xtreme Code Division Multiple Access services, (E) presently known as third generation (3G) cellular standards currently under development and known by such designations, including 3GPP, UMTS, WCDMA, 3GPP2, and CDMA2000, or (F) presently known as LTE; (ii) all technical specifications promulgated or currently under development by any of (A) IEEE and presently known as IEEE 802.11/WiFi or 802.15/WPAN standards, (B) EPCGlobal and presently known as EPC Radio Frequency Identity Protocols, (C) ISO/IEC 18000, 13157, 21481, 14443, or 15693, and presently known as RFID or NFC, or (D) Bluetooth; (iii) various derivations of the specifications and protocols referenced in clauses (i) and (ii) that do not fundamentally alter the character of such specifications and protocols (e.g., wireless air-interface, framing structure, control, call set-up and connection management); and (iv) any and all international versions of the specifications and protocols referenced in clauses (i) through (iii).

Section 1.2 Construction. Section 11.10 of the Acquisition Agreement shall apply mutatis mutandis to this IP Agreement.

ARTICLE II ASSIGNMENTS AND LICENSES

Section 2.1 Transferred IP.

(a) Acquired Company IP. For the avoidance of doubt, the Purchaser Group will acquire all Acquired Company IP by virtue of the acquisition by the Purchaser Group of the Acquired Company Shares pursuant to the terms of the Acquisition Agreement.   13





(b) Assignment of Assigned IP.

(i) Assignment. Effective as of the applicable Closing Date, the Seller hereby sells, assigns, transfers, conveys and delivers all of its right, title, and interest in and to the Assigned IP (together with the goodwill of the business symbolized by any Trademarks that constitute Assigned IP) and all Ancillary IP Rights with respect thereto, and shall cause the other Seller Parties to do the same, to the Purchaser Assignees and, effective as of the applicable Closing Date, the Purchaser Assignees hereby purchase, acquire and accept the same from the Seller Parties. The Seller hereby waives (and shall cause the other Seller Parties to waive) any moral rights, including rights of attribution, integrity, and disclosure, arising from all or any part of any Copyrights that constitute Assigned IP, together with all claims for damages and other remedies asserted on the basis of moral rights, and hereby sells, assigns, transfers, conveys, and delivers (and shall cause the other Seller Parties to do the same) to the Purchaser Assignees any waivers granted to any Seller Party of any such moral rights.

(ii) Mandatory Laws. If and to the extent that, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any of the Assigned IP cannot be assigned as provided in Section 2.1(b)(i), (A) the Seller irrevocably agrees to (and shall cause the other Seller Parties to) assign and transfer, and the Seller hereby assigns and transfers (and shall cause the other Seller Parties to assign and transfer) to the Purchaser Assignees all rights (including all economic and commercialization rights) that can be assigned pursuant to Section 2.1(b)(i) to the fullest extent permissible, and (B) the Seller hereby grants to the Purchaser Assignees, and hereby agrees to cause the other Seller Parties to grant to the Purchaser Assignees, an unlimited, exclusive, irrevocable, assignable, transferable, sublicenseable, worldwide, perpetual, royalty-free, fully-paid up license to use, exploit, and commercialize in any manner now known or in the future discovered and for whatever purpose, any and all rights to Assigned IP that cannot be assigned as contemplated by Section 2.1(b)(i).

(iii) Patent Review Process.

(A) Information Exchange. Within forty-five (45) days after the Effective Date, Seller shall provide (I) to the Purchaser, an updated list of all Patents (other than those set forth on Schedule 1.1(l) of the Seller IPA Disclosure Schedule) owned by any Seller Party that (x) have an effective filing date or are based on an invention disclosure having a date of disclosure that is on or after January 9, 2007, and (y) that name as inventors, in Seller's reasonable, good-faith belief, one or more Business Employees and one or more Persons that are not Business Employees (the Patent Review List), and (II) to the Invention Disclosure Review Team, a list of invention disclosures (other than those set forth on Schedule 1.1(l) of the Seller IPA Disclosure Schedule or Schedule 1.1(j)) owned by any Seller Party that name as contributors one or more Business Employees   14





and one or more Persons that are not Business Employees (which list shall include the contributors, the title thereof, and the location code therefor) (the Invention Disclosure Review List). The Patent Review List shall include the Patents set forth on Schedule 2.1(b)(iii)(A).

(B) Patent Review and Ownership. The parties shall promptly review the Patent Review List and, in good-faith, discuss and negotiate during the Review Period whether any of the Patents listed on such Patent Review List (each, a Shared Review Patent) should be or should have been, as applicable, an Assigned Patent, based upon the general guideline and principle that Shared Review Patents that are primarily paid for, primarily used by, or primarily arising out of, or for which associated costs and fees were primarily allocated to, the Business or any Acquired Company (as compared with the Seller Business) should be or should have been, as applicable, Assigned Patents. Seller shall provide to Purchaser, upon Purchaser's reasonable request during the Review Period, information regarding such Patent Review List, the Patents listed thereon, and each such determination. If the parties agree, during the Review Period, that a Shared Review Patent should be or should have been, as applicable, an Assigned Patent, then, if such agreement was reached on or prior to the Initial Closing Date, the parties shall add such Shared Review Patent to Schedule 1.1(l) of the Seller IPA Disclosure Schedule and, if such agreement was reached after the Initial Closing Date, Seller shall (and shall cause the other Seller Parties to) promptly execute a Contract containing a present grant of assignment (or, if and to the extent, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any such Shared Review Patent cannot be so assigned, a license) of such Shared Review Patent to the Purchaser Assignees, consistent with the terms and conditions of Section 2.1(b)(i) or Section 2.1(b)(ii), as applicable. If the parties cannot agree on whether any Shared Review Patent should be or should have been, as applicable, an Assigned Patent, the parties shall, during the Review Period, escalate such dispute to successively more senior-levels of executives and shall each make sure each such senior executive is promptly available to speak with (including by telephone) his or her counterpart.

(C) Invention Disclosure Review and Ownership. During the Review Period, within seventy-five (75) days after the Effective Date (or, in the event of any repeat of the process set forth in this Section 2.1(b)(iii)(C) in accordance with Section 2.1(b)(iii)(D), promptly (and no later than seventy-five (75) days) thereafter), Seller shall cause (on and prior to the Initial Closing Date), or the parties shall each cause (following the Initial Closing Date), as applicable, their respective employees on the Invention Disclosure Review Team to: (I) promptly review the Invention Disclosure Review List; (II) in good-faith determine whether any of the invention disclosures (and inventions listed on the Invention Disclosure Review List (and inventions described therein))   15





(each, a Shared Review Invention Disclosure) should be or should have been, as applicable, Assigned Know-How, based upon the general guideline and principle that Shared Review Invention Disclosures that are primarily paid for, primarily used by, or primarily arising out of, or for which associated costs and fees were primarily allocated to, the Business or any Acquired Company (as compared with the Seller Business) should be Assigned Know-How; and (III) provide to Purchaser the applicable Invention Disclosure Review List and such determinations of the Invention Disclosure Review Team with respect to such Invention Disclosure Review List.

Seller shall provide to Purchaser, upon Purchaser's reasonable request during the Review Period, information regarding such Invention Disclosure Review List, the invention disclosures listed thereon, and each such determination; provided, however, that Seller shall not be required to disclose to Purchaser the content of any Shared Review Invention Disclosure in response to any such request. Upon review of such determinations or information, as applicable, the parties shall promptly jointly review such determinations and information, during the Review Period, and determine, in good faith, whether the Invention Disclosure Review Team should re-review any Shared Review Invention Disclosures on such Invention Disclosure Review List and, if so, the parties shall repeat the process set forth in this Section 2.1(b)(iii)(C) with respect to such Shared Review Invention Disclosures. If the Invention Disclosure Review Team determines, during the Review Period, that a Shared Review Invention Disclosure should be or should have been, as applicable, Assigned Know- How, then, if such agreement was reached on or prior to the Initial Closing Date, the parties shall add such Shared Review Invention Disclosure to Schedule 1.1(j) and, if such agreement was reached after the Initial Closing Date, Seller shall (and shall cause the other Seller Parties to) promptly execute a Contract containing a present grant of assignment (or, if and to the extent, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any such Shared Review Invention Disclosure cannot be so assigned, a license) of such Shared Review Invention Disclosure to the Purchaser Assignees, consistent with the terms and conditions of Section 2.1(b)(i) or Section 2.1(b)(ii), as applicable.

(D) Newly Identified Business Employee. If, during the Review Period, the Purchaser identifies a Person (New Business Employee) that the Purchaser reasonably believes, in good faith, is or was a Business Employee and (I) such New Business Employee is not named as a contributor on any Shared Review Invention Disclosure on an Invention   16





Disclosure Review List and is not named as an inventor on any Shared Review Patent on a Patent Review List, in each case previously provided to the Purchaser, or (II) Purchaser reasonably believes, in good faith, that Seller has not provided a complete and accurate Invention Disclosure Review List or Patent Review List with respect to any Patents or invention disclosures for which such New Business Employee is named as an inventor or contributor, respectively, then in each case of clauses (I) and (II), the Purchaser may notify Seller of such belief, and Seller shall promptly (but in no event more than thirty (30) days following such notice) provide to the Purchaser or the Invention Disclosure Review Team, as applicable, an updated Patent Review List and Invention Disclosure Review List with respect to such New Business Employee, and the parties shall repeat the process set forth in Section 2.1(b)(iii)(B) and Section 2.1(b)(iii)(C) with respect to such updated Patent Review List and Invention Disclosure Review List, respectively.

(E) Inventors Are All Business Employees. If (i) during the Review Period, Purchaser identifies a Patent or invention disclosure owned by any Seller Party where all of the inventors of such Patent or all of the contributors of such Invention Disclosure, respectively, are Business Employees, and (ii) Purchaser provides to Seller the evidence on which Purchaser is basing such identification, then such Patent or Invention Disclosure shall be an Assigned Patent or Assigned Know-How, as applicable, and the parties shall, where applicable on or prior to the Initial Closing Date, add such Patent or invention disclosure, as applicable, to Schedule 1.1(l) of the Seller IPA Disclosure Schedule or Schedule 1.1(j), as applicable, or, where applicable after the Initial Closing Date, Seller shall (and shall cause the other Seller Parties to) promptly execute a Contract containing a present grant of assignment (or, if and to the extent, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any such Patent or Invention Disclosure, as applicable, cannot be so assigned, a license) of such Patent or Invention Disclosure, as applicable, to the Purchaser Assignees, consistent with the terms and conditions of Section 2.1(b)(i) or Section 2.1(b)(ii), as applicable.

(F) Arbitration. Attached as Schedule 2.1(b)(iii)(F) is a schedule of additional Patents provided by Seller to Purchaser prior to the Effective Date for review with respect to ownership allocation between the parties pursuant to the general guidelines and principles set forth in Section 2.1(b)(iii)(B) (the Additional Patents). The parties shall promptly, in good- faith, discuss and negotiate whether any of the Additional Patents should be or should have been, as applicable, an Assigned Patent. If any of such Additional Patents are not reviewed, or the parties cannot agree on whether any Additional Patent should be or should have been, as applicable, an Assigned Patent, prior to the Initial Closing Date, then the parties shall escalate such dispute to successively more senior-levels of executives as set forth in Section 2.1(b)(iii)(B). If such senior-levels of executives cannot resolve the dispute with respect to any such Patents (the Outstanding Patents) by the Initial Closing Date, then either party may, within thirty (30) days after the Initial Closing Date,   17





submit such Outstanding Patents for dispute resolution as follows. One or both parties may, within thirty (30) days after the Initial Closing Date, submit the dispute with respect to such Outstanding Patents for arbitration in Chicago, Illinois before a single arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures, as those Rules may be amended by written agreement of the parties. The parties shall cooperate, in good faith, prior to the commencement of any arbitration under this Section 2.1(b)(iii)(F), to agree to any such amendments or other processes with respect to such arbitration (e.g., timing of the arbitration, arbitrator's familiarity with patent law). The parties shall instruct the arbitrator, and the arbitrator shall resolve each dispute regarding the ownership of each Outstanding Patent, based upon the general guideline and principle that such Outstanding Patents that are primarily paid for, primarily used by, or primarily arising out of, or for which associated costs and fees were primarily allocated to, the Business or any Acquired Company (as compared with the Seller Business) should be or should have been, as applicable, Assigned Patents. The parties shall maintain the confidential nature of all information, documents and materials disclosed and statements made in connection with any negotiations or arbitration proceeding, and any arbitration proceeding and the judgment, including any hearing or award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits. The parties shall each bear their respective costs and expenses with respect to any arbitration pursuant to this Section 2.1(b)(iii)(F); provided, however, that the parties shall equally share (on a 50/50 basis) the cost of the arbitrator. If the arbitrator determines that any Outstanding Patent should be or should have been, as applicable, an Assigned Patent, Seller shall (and shall cause the other Seller Parties to) assign such Patent to the Purchaser Assignees in accordance with Section 2.1(b)(iii)(E).

(c) License-Back of Patents. Effective as of the Initial Closing Date, the Purchaser will cause each Acquired Company and each Purchaser Assignee to grant, following each applicable Closing Date, to the Seller Parties, an irrevocable (except as expressly set forth herein), perpetual, non-sublicenseable (except as expressly set forth herein), fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Acquired Company Patents and Assigned Patents:

(i) (A) to use the Acquired Company Patents and Assigned Patents in the operation of the Seller Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import, and otherwise dispose of products, services, and systems that were designed, developed, manufactured, distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Parties in connection with the Seller Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof;   18





(ii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Smart Sensing Network Equipment; and

(iii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Public Safety LTE Smartphone Devices.

(d) License-Back of Non-Patent, Non-Trademark IP. Effective as of the Initial Closing Date, the Purchaser will cause each Acquired Company and each Purchaser Assignee to grant, following each applicable Closing Date, to the Seller Parties, an irrevocable (except as expressly set forth herein), non-sublicenseable (except as expressly set forth herein), perpetual, fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Transferred IP (other than Trademarks and Patents) that is or has been, on or prior to the Initial Closing Date, (x) used in connection with the Seller Business, (y) used in connection with the development of any product, service, or system in the Seller Business, or (z) incorporated into any product, service, or system in the Seller Business:

(i) (A) to use such Transferred IP in the operation of the Seller Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import, and otherwise dispose of products, services, and systems that were designed, developed, manufactured, distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Parties in connection with in the Seller Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof;

(ii) to make, have made, use, sell, offer for sale, import and otherwise dispose of Smart Sensing Network Equipment; and

(iii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Public Safety LTE Smartphone Devices.

Clauses (i) through (iii) above are collectively referred to as the Seller Licensed Activities. The license rights granted under this Section 2.1(d) include:

(1) with respect to such Transferred IP that constitutes Copyrights or copyrightable materials (other than Software), the rights to reproduce, prepare Derivative Works of, perform, display, and distribute such Copyrights and copyrightable materials in connection with the Seller Licensed Activities; and

(2) with respect to such Transferred IP that constitutes Software, the rights to: (I) use, reproduce, prepare Derivative Works of,   19





perform, and display such Software in connection with the Seller Licensed Activities; and (II) distribute such Software and Derivative Works of such Software in connection with the Seller Licensed Activities (but in Source Code form, solely as permitted pursuant to Section 2.1(f) and in accordance with Article V).

For the avoidance of doubt, this Section 2.1(d) shall not constitute a license to Trademarks.

(e) Seller Excluded Products. The licenses granted pursuant to Section 2.1(c)(i), Section 2.1(c)(ii), Section 2.1(d)(i), and Section 2.1(d)(ii) do not extend to any product, system, or service if and solely to the extent such product, system, or service constitutes or includes a Seller Excluded Product; provided, that if any such Seller Excluded Product is a Type of Enterprise Mobile Computing Product, then if and solely to the extent that such Seller Excluded Product is a Permitted Type of Enterprise Mobile Computing Product, such licenses will extend solely to such Permitted Type of Enterprise Mobile Computing Product that constitutes such product, system, or service or, as included in such product, system, or service, is included in such product, system, or service, as applicable. By way of example, if a Seller Excluded Product is a single component of a product, system, or service that is otherwise licensed under Section 2.1(c)(i), Section 2.1(c)(ii), Section 2.1(d)(i), or Section 2.1(d)(ii) and such Seller Excluded Product is not a Permitted Type of Enterprise Mobile Computing Product, such licenses do not extend to such component, but such licenses do extend to the remainder of such licensed product, system, or service. By way of further example, if a Seller Excluded Product is a single component of a product, system, or service that is otherwise licensed under Section 2.1(c)(i), Section 2.1(c)(ii), Section 2.1(d)(i), or Section 2.1(d)(ii), then to the extent such Seller Excluded Product is a Permitted Type of Enterprise Mobile Computing Product, such licenses extend to such component as included in such licensed product, system, or service.

(f) Sublicenses. Each of the Seller Parties may grant sublicenses of the licenses granted to it pursuant to Section 2.1(c) or Section 2.1(d): (i) to any (for the avoidance of doubt, and without limiting any other provision of this IP Agreement, current or future) direct or indirect Subsidiary of Seller (but only for so long as such Person remains such a Subsidiary); (ii) to any other Person in connection with the sale or disposition of substantially all of the assets of a business or product line of any of the Seller Parties; (iii) other than with respect to Section 2.1(c), for the purpose of any Person's (including resellers, distributors, and OEMs) distribution of products licensed under Section 2.1(c) or Section 2.1(d); (iv) other than with respect to Section 2.1(c), to any Person (including OEMs, JDMs, suppliers, contractors, and subcontractors) solely for the purpose of, and to the extent necessary for, such Person to perform any service (including any service with respect to the design, manufacture, import, export, or supply of any product, service, or system in the Seller Business or any components thereof) for a Seller Party, and not for the direct benefit of such Person or any other Person, (v) other than with respect to Section 2.1(c), to a customer of a Seller Party for such customer's use of a product licensed under Section 2.1(c) or Section 2.1(d); or (vi) other than with respect to Section 2.1(c), with respect to Software, to any Person for the purpose of such   20





Person's development of Software that is compatible or interoperates with a product licensed under Section 2.1(c) or Section 2.1(d). The Seller Parties have no other right to grant sublicenses under any of the licenses granted to the Seller Parties under this IP Agreement.

(g) No Implied Rights. The Seller acknowledges and agrees that, except as expressly set forth in this Section 2.1 of this IP Agreement, the Seller Parties are not obtaining any rights under this IP Agreement in or to any Intellectual Property owned by Purchaser or any Purchaser Licensee as of the Initial Closing Date or at any time thereafter, and nothing in this IP Agreement confers on any Seller Party any right to use any names of the Purchaser or any Purchaser Licensee in any advertising publicity or other promotional activities.

Section 2.2 Licensed IP.

(a) Patent License. Effective as of the Initial Closing Date, the Seller hereby grants (and will cause each other Seller Party to grant following each applicable Closing Date), to the Purchaser Licensees an irrevocable (except as expressly set forth herein), perpetual, non-sublicenseable (except as expressly set forth herein), fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Licensed Patents:

(i) (A) to use the Licensed Patents in the operation of the Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import and otherwise dispose of products, services, and systems that were designed, developed, manufactured, distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Entities in connection with the Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof; and

(ii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Smart Sensing Network Equipment.

(b) License of Non-Patent, Non-Trademark Licensed IP. Effective as of the Initial Closing Date the Seller hereby grants (and will cause each other Seller Party to grant, following each applicable Closing Date), to the Purchaser Licensees an irrevocable (except as expressly set forth herein), non-sublicenseable (except as expressly set forth herein), perpetual, fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Licensed IP (other than Trademarks and Patents):

(i) (A) to use such Licensed IP in the operation of the Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import, and otherwise dispose of products, services, and systems that were designed, developed, manufactured,   21





distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Entities in connection with the Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof; and

(ii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Smart Sensing Network Equipment.

Clauses (i) and (ii) above are collectively referred to as the Purchaser Licensed Activities. The license rights granted under this Section 2.2(b) include:

(1) with respect to Licensed IP that constitutes Copyrights or copyrightable materials (other than Software), the rights to reproduce, prepare Derivative Works of, perform, display, and distribute such Copyrights and copyrightable materials in connection with the Purchaser Licensed Activities; and

(2) with respect to Licensed IP that constitutes Software, the rights to (I) use, reproduce, prepare Derivative Works of, perform, and display such Software in connection with the Purchaser Licensed Activities; and (II) distribute such Software and Derivative Works of such Software in connection with the Purchaser Licensed Activities (but in Source Code form, solely as permitted pursuant to Section 2.2(f) and in accordance with Article V).

For the avoidance of doubt, this Section 2.2(b) shall not constitute a license to Trademarks.

(c) License of Trademark IP.

(i) License Grant. Effective as of the Initial Closing Date, the Seller hereby grants (and will cause each other Seller Party to grant, following each applicable Closing Date, to the Purchaser Licensees) a perpetual (unless terminated in accordance with Section 4.2(ii)(c)), fully paid-up, royalty-free, worldwide, non-transferable (except as set forth herein), non-exclusive license to use any and all Licensed Trademarks in the Business (including with respect to the Purchaser Licensed Activities), including with respect to all Derivative Works and natural evolutions of such Business, in a manner that is the same or substantially similar to the manner in which the Seller Entities have used the Licensed Trademarks in the Business.

(ii) Quality Control. Purchaser will cause each Purchaser Licensee, following the Initial Closing Date, to include appropriate Trademark notices as required by applicable Law in connection with each of their respective uses of the Licensed Trademarks. The Purchaser acknowledges and agrees that all use of the Licensed Trademarks by the Purchaser Licensees following the Initial Closing Date and all goodwill associated therewith shall inure to the benefit of the Seller.   22





Purchaser will cause the Purchaser Licensees to use the Licensed Trademarks following the Initial Closing Date with appropriate legends as required under applicable Law. Purchaser agrees that the quality of all Seller Excluded Products and any other products and services marketed or sold by the Purchaser Licensees under the Licensed Trademarks will conform to at least the level of quality of the Enterprise Products as currently provided by the Seller Entities as of the Initial Closing Date. Purchaser will (and will cause each Purchaser Licensee to) reasonably cooperate with Seller in facilitating Seller's control of such quality, permit reasonable inspection of the Purchaser Licensees' operations (upon reasonable notice and during normal business hours) solely with respect to their respective use of the Licensed Trademarks (if any), and supply Seller with specimens of any of their respective uses of the Licensed Trademarks (if any), including such specimens that are advertising or marketing materials, upon Seller's reasonable request, at Seller's expense.

(d) Transitional Trademark License.

(i) License Grant. Effective as of the Initial Closing Date, the Seller hereby grants (and will cause each other Seller Party to grant following each applicable Closing Date) to the Purchaser Licensees:

(A) for a period of one hundred eighty (180) days after the applicable Closing Date (the Mobility Transition Period), a fully paid-up, royalty-free, worldwide, non-transferable, non-exclusive sublicense to use any and all Mobility Trademarks, in accordance with the terms and conditions of the Mobility Trademark License; and

(B) for a period of seven hundred thirty (730) days after the applicable Closing Date (the Non-Mobility Transition Period), a fully paid-up, royalty-free, irrevocable (except as expressly set forth herein), worldwide, non-transferable, non- exclusive license to use any and all Retained Seller Trademarks (other than the Mobility Trademarks and Licensed Trademarks) that are or have been, on or prior to the Initial Closing Date, used in connection with the Business or any product, service, or system in the Business (the Non-Mobility Trademarks),

in each case of clauses (A) and (B), solely in connection with the operation of the Business or with the exercise of the licenses granted pursuant to Section 2.2(a) and Section 2.2(b), in a manner that is the same or substantially similar to the manner in which the Seller Entities used the Mobility Trademarks or Non-Mobility Trademarks, as applicable, in connection with the Business as of the Initial Closing Date, including with respect to existing signs and stocks of advertisements and promotional materials and items, inventory and packaging included in the Acquired Assets (Existing Stock) containing any Mobility Trademark or Non- Mobility Trademark. Seller Excluded Products manufactured during the Mobility Transition Period or Non-Mobility Transition Period that bear the Mobility Trademarks or the Non-Mobility Trademarks will be treated as   23





Existing Stock under this Section 2.2(d), except to the extent a Purchaser Licensee is separately sublicensed with respect to any such Mobility Trademark or Non-Mobility Trademark.

(ii) Purchaser Transition Efforts. Notwithstanding Section 2.2(d)(i), each Purchaser Licensee shall use Reasonable Efforts to discontinue the use of, exhaust, or otherwise dispose of, the Existing Stock after the Initial Closing Date and to modify all manufacturing equipment to cease to manufacture Seller Excluded Products marked with the Mobility Trademarks as soon as reasonably practicable after the Initial Closing Date.

(e) Purchaser Excluded Products. The licenses granted pursuant to Section 2.2(a), Section 2.2(b), and Section 2.2(c) do not extend to any product, system, or service if and solely to the extent such product, system, or service constitutes or includes a Purchaser Excluded Product, except for a Purchaser Excluded Product that is Smart Sensing Network Equipment that is, as manufactured by or for a Purchaser Licensee, not specifically enabled for use in conjunction with or for interoperability with a (i) Public Safety Next-Gen LTE Network or (ii) Two-Way Radio Network. By way of example, if a Purchaser Excluded Product is a single component of a product, system, or service that is otherwise licensed under Section 2.2(a), Section 2.2(b), or Section 2.2(c), such licenses do not extend to such component, but such licenses do extend to the remainder of such licensed product, system, or service.

(f) Sublicenses. Each Purchaser Licensee may grant sublicenses of the licenses granted to it pursuant to Section 2.2: (i) to any (for the avoidance of doubt, and without limiting any other provision of this IP Agreement, current or future) direct or indirect Subsidiary of Purchaser (but only for so long as such Person remains such a Subsidiary); (ii) to any other Person in connection with the sale or disposition of substantially all of the assets of a business or product line of any Purchaser Licensee; (iii) other than with respect to Section 2.2(a), for the purpose of any Person's (including resellers, distributors, and OEMs) distribution of products licensed under Section 2.2; (iv) other than with respect to Section 2.2(a), to any Person (including OEMs, JDMs, suppliers, contractors, and subcontractors) solely for the purpose of, and to the extent necessary for, such Person to perform any service (including any service with respect to the design, manufacture, import, export, or supply of any product, service, or system in the Business or any components thereof) for a Purchaser Licensee, and not for the direct benefit of such Person or any other Person, (v) other than with respect to Section 2.2(a), to a customer of a Purchaser Licensee for such customer's use of a product licensed under Section 2.2; or (vi) other than with respect to Section 2.2(a), with respect to Software, to any Person for the purpose of such Person's development of Software that is compatible or interoperates with a product licensed under Section 2.2. The Purchaser Licensees have no other right to grant sublicenses under any of the licenses granted to the Purchaser Licensees under this Section 2.2.

(g) Acknowledgement. The Purchaser acknowledges and agrees that the licenses granted under this Section 2.2 do not extend to Purchaser or any product, system or service manufactured, sold, designed, distributed, or supported by Purchaser directly or indirectly through any Purchaser Licensee, other than any Business Activities for Seller Excluded Products or Smart Sensing Network Equipment.   24





Section 2.3 Delivery.

(a) Documentation. To the extent in the possession or under the control of any Seller Party, the Seller shall provide (and shall cause the other Seller Parties to provide) to the Purchaser: (i) promptly after the Initial Closing Date, complete and accurate copies of all the following that constitute Transferred IP: file histories and notes (where such notes are regarding, with respect to Transferred IP, actual or potential disclosure dates or prior art dates, standards-essential Patents, or license or covenants not to sue granted to any Person with respect to such Transferred IP) from the Seller Parties' docketing systems of the pending Patent applications and issued Patents (and invention disclosures, if any, for all such applications and Patents that any Seller Party is able to provide using Reasonable Efforts), pending Trademark applications and Trademark registrations, Copyright applications and Copyright registrations, and unpublished Patent applications; (ii) within thirty (30) days after the Effective Date, for Transferred IP throughout the world, a list of the names, addresses, email addresses, and phone numbers of prosecution counsel and agents; (iii) within thirty (30) days after the Effective Date, a list of all actions that must be taken for Transferred IP throughout the world (a Transferred IP Docket) within one hundred eighty (180) days after the Effective Date (including the payment of any registration, maintenance, or renewal fees or the filing of any documents, corrections, or replies to any Governmental Entity, applications or certificates, for the purposes of prosecuting, maintaining, or renewing any such registered, issued, or applied-for Transferred IP); and (iv) at least on a monthly basis during the period of time from the Effective Date until the Initial Closing Date, reasonable access to the docketing information (with respect to such Transferred IP) generated by any Seller Party in the Ordinary Course consistent with how such Seller Party generates such information for itself. As of the Initial Closing Date, the Purchaser assumes all responsibility for the prosecution, maintenance and enforcement of the Transferred IP assigned under this IP Agreement as of the Initial Closing Date to a Purchaser Assignee, and the payment of all fees, and all other prosecution and maintenance activities associated with such Transferred IP. After the Effective Date, Seller shall (and shall cause the other Seller Parties to) cooperate and assist Purchaser in good faith with respect to: (A) providing information to Purchaser that is reasonably sufficient to allow Purchaser to understand prosecution, maintenance, renewal, and new filing activities with respect to the Transferred IP that occur or will occur between the Effective Date and the Initial Closing Date; and (B) providing written instructions to all prosecution counsel and agents throughout the world who are responsible for the Transferred IP to instruct such counsel and agents that Purchaser and the Purchaser Assignees will be responsible for the Transferred IP as of the Initial Closing Date and that all reasonably necessary steps should be taken to prevent the loss of any rights embodied by the Transferred IP unless such counsel and agents have received express written instructions to the contrary from Purchaser.

(b) Obligation to Deliver Technology. Following the Initial Closing Date, to the extent in the possession or under the control of any Seller Party and to the extent not   25





contained in storage media that constitutes an Acquired Asset and is delivered to the Purchaser, the Seller shall (and shall cause the other Seller Parties to), upon the Purchaser's reasonable request, use Reasonable Efforts to provide the Purchaser with all materials, Software, information, tangible embodiments, and other tangible things, as those terms have been interpreted pursuant to any applicable Laws governing the production of documents and things, constituting, comprising, related to, or necessary to practice the Transferred IP or Licensed IP. To the extent that such materials, Software, information, tangible embodiments, and other tangible things constitute, comprise or relate to any Intellectual Property licensed to Seller under Section 2.1(c) or Section 2.1(d) or the Licensed IP, the Seller shall be permitted to retain a reasonable number of copies of such documents, materials, Software, information, tangible embodiments, and other tangible things. Purchaser shall use Reasonable Efforts to inform Seller of the locations of any such materials, Software, information, tangible embodiments, and other tangible things requested by Purchaser, where Purchaser has actual knowledge of such locations.

Section 2.4 General Intellectual Property Provisions.

(a) Termination of Third Party Contracts. The license rights granted to the Purchaser Licensees under any Licensed IP that constitutes Third-Party Intellectual Property, if any, are subject to the terms and conditions of the Contracts applicable to such Licensed IP, and will terminate upon (i) termination of such Contracts, or (ii) termination of the Seller Parties' right to sublicense the Purchaser Licensees under such Contracts, in each case by the applicable third party licensor or sublicensor, as applicable (and not by a Seller Party).

(b) Compliance with Third Party Contracts. Following the Initial Closing Date, the Purchaser shall cause the Purchaser Licensees and its and their employees, contractors and agents to, comply with the terms and conditions of any such Contracts that are listed on Schedule 2.4(b) to the extent such terms and conditions are applicable to the Third-Party Intellectual Property sublicense rights granted to the Purchaser Licensees pursuant to this IP Agreement; provided, however, that the foregoing shall not require any Purchaser Licensee (or any current or future Affiliate thereof) or any of their respective employees, contractors, or agents (i) to pay or otherwise be responsible for any direct or indirect amounts, fees, charges, costs, or other consideration to any Person or (ii) to grant any license (or covenant not to sue) with respect to any Intellectual Property, in each case of clauses (i) and (ii) with respect to any such Contract.

(c) No Implied Rights. The Purchaser acknowledges and agrees that, except as expressly set forth in Section 2.1 and Section 2.2 of this IP Agreement, (i) the Purchaser Licensees are not obtaining any rights in or to any Seller IP or Retained Seller Trademarks under this IP Agreement, and (ii) nothing in this IP Agreement confers on the Purchaser Licensees any right to use any name of any Seller Party in any advertising, publicity or other promotional activities; provided, however, that notwithstanding anything to the contrary contained in this IP Agreement, the Purchaser Licensees and any of their current or future Affiliates may make factual, non-trademark use of Seller's and the other Seller Parties' full corporate names in order to fairly and accurately describe the history of the Business. Nothing herein prohibits such Purchaser Licensees and such   26





Affiliates from maintaining books and records containing documents of files marked with any Retained Seller Trademarks in the Ordinary Course for archival and regulatory compliance purposes.

(d) Third-Party Trademarks. Except as otherwise expressly provided herein, nothing in this IP Agreement confers on the Purchaser Licensees any right to use any Trademarks owned by any Person other than the Seller Parties. Except with respect to the Trademarks set forth on Schedule 2.4(d), following the Initial Closing Date, the Purchaser Licensees may not add any such Trademarks to any inventoried Enterprise Products of the Business existing as of the Initial Closing Date that are part of the Acquired Assets and that contain a Trademark licensed to the Seller Parties pursuant to the Mobility Trademark License without the Seller's prior written consent.

Section 2.5 Standards Organizations. The Seller or at least one other Seller Party is a member of the SDOs listed on Schedule 3.8(a) of the Seller IPA Disclosure Schedule. The Seller shall provide (and shall cause the other Seller Parties to provide) to Purchaser within ninety (90) days of the Initial Closing Date, complete and accurate copies of, any IP policies, other licensing commitments, and generally applicable member requirements that are associated with any SDO listed on Schedule 3.8(a) of the Seller IPA Disclosure Schedule and complete copies of all IP declarations, pledges, commitments, and other statements that any Seller Party has made in association with the Transferred IP, in all cases, with respect to each such copy, to the extent that Purchaser cannot obtain such copy using Reasonable Efforts and Seller is not prohibited from providing such copy to Purchaser). During the period of time between the Effective Date and the Initial Closing Date, Seller shall promptly notify Purchaser if any Seller Party becomes a member of any SDO not listed on Schedule 3.8(a) of the Seller IPA Disclosure Schedule, becomes subject to any other IP policy, licensing commitment, or generally applicable member requirement of any SDO, or submits any IP declaration, pledge, commitment, or other statement to any SDO. The Purchaser acknowledges and agrees that Patents that are Transferred IP may be subject to the requirements of such SDOs. Subject to the Purchaser's receipt prior to the Initial Closing Date of such applicable IP policies, other licensing commitments, and generally applicable member requirements, the Purchaser agrees, with respect to Patents that are Transferred IP, to comply (and will cause the Purchaser Assignees to comply) with the licensing commitments imposed on members of such SDOs and to comply with any other requirements of such SDOs that are generally applicable to members thereof, to the extent Seller is required to pass such commitments or requirements on to Purchaser under its agreements with the applicable SDO.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except as specifically set forth in, or qualified by any matter set forth in, the disclosure schedules, dated as of the date of this IP Agreement and delivered by the Seller to the Purchaser (collectively, the Seller IPA Disclosure Schedule) (it being agreed that the disclosure of any matter in any section or subsection in the Seller Disclosure Schedule, the Seller IPA Disclosure Schedule or the Seller EMA Disclosure Schedule shall be deemed to have been disclosed in any other section or subsection in the Seller Disclosure Schedule to which the applicability of such   27





disclosure is reasonably apparent on the face of such disclosure), the Seller represents and warrants to the Purchaser as follows:

Section 3.1 Ownership. With respect to each item of Assigned IP and Acquired Company IP, respectively, such item is owned by a Seller Party or an Acquired Company, respectively, and such Seller Party or Acquired Company, respectively, has marketable title to such item. Schedules 1.1(b) and 1.1(c) of the Seller IPA Disclosure Schedule collectively set forth a complete and accurate list of all registered, issued, or applied-for Intellectual Property that constitutes Acquired Company IP and Schedules 1.1(h), 1.1(l), and 1.1(n) of the Seller IPA Disclosure Schedule collectively set forth a complete and accurate list of all registered, issued, or applied-for Intellectual Property that constitutes Assigned IP (such Acquired Company IP and Assigned IP, collectively, the Registered Intellectual Property). For each listed item, each of Schedule 1.1(b), 1.1(c), 1.1(h), 1.1(l), and 1.1(n) of the Seller IPA Disclosure Schedule, as applicable, indicates, as applicable, each owner of each such item of Registered Intellectual Property, the jurisdictions in which each such item of Registered Intellectual Property has been issued or registered or in which any application for such issuance or registration has been filed, the registration or application number, and the application filing or registration dates thereof. Each such item of Registered Intellectual Property is subsisting and, to the Knowledge of the Seller, valid and enforceable (except with respect to applications for Intellectual Property). A Seller Party has sufficient right, title, and interest in and to the Licensed IP to grant the licenses granted under this IP Agreement with respect thereto.

Section 3.2 Encumbrances. Except as set forth on Schedule 3.2(a) of the Seller IPA Disclosure Schedule, the Transferred IP is free and clear of any Encumbrances (other than Permitted Encumbrances and obligations under applicable SDO agreements with SDOs listed on Schedule 3.8 of the Seller IPA Disclosure Schedule) and, as of the Initial Closing Date, will be fully transferable, alienable, and licensable by the Purchaser Assignees and Acquired Companies without restriction and without payment to any Person and, except as set forth on Schedule 3.2(b) of the Seller IPA Disclosure Schedule, no Person has an option to take an assignment or license of any Transferred IP.

Section 3.3 Claims. Except as set forth on Schedule 3.3(a) of the Seller IPA Disclosure Schedule, (i) no Legal Proceeding is pending against any Seller Entity, (ii) no Legal Proceeding has been brought against any Seller Entity during the last three (3) years that was not resolved (other than pursuant to a settlement or license Contract), and (iii) no Claim has been threatened in writing against any Seller Entity during the last three (3) years (and, with respect to clause (B), was directed to the Seller Entities' Legal and Governmental Affairs group (including any member or representative thereof and any attorney of any of the Seller Entities) or of which any of them were aware), in each case of clauses (i) through (iii), (A) with respect to any infringement, misappropriation, or other violation, of any Intellectual Property of any Person (or any unfair competition or trade practices) by any Seller Entity in connection with an Enterprise Product (including by any making, having made, using, selling, offering for sale, importing, and otherwise disposing of an Enterprise Product or any services in connection therewith), including any unsolicited offers to license specifically directed (in whole or in part) to an Enterprise Product and directed to the Seller Entities' Legal and Governmental Affairs group (including any member or representative thereof and any attorney of any of the Seller Entities) or of which any of them were aware, unsolicited demands to license, or cease and desist letters, or   28





(B) challenging the enforceability, use, ownership, scope, or validity, of any Transferred IP (other than office actions issued in the ordinary course of prosecuting any pending patent or trademark application). Except as set forth on Schedule 3.3(b) of the Seller IPA Disclosure Schedule, with respect to the infringement, misappropriation, or other violation of any Transferred IP, (1) no Legal Proceeding has been brought during the last six (6) years or is pending, and (2) no Claim has been threatened in writing during the last three (3) years, against any Person by any Seller Entity. None of the Enterprise Products or Transferred IP are subject to any outstanding Order restricting or otherwise limiting the use, validity, enforceability, disposition, or exploitation thereof or any right, title, or interest of any Seller Entity with respect thereto.

Section 3.4 Material IP Contracts. Schedule 3.4 of the Seller IPA Disclosure Schedule sets forth a complete and accurate list of all of the following (the Material IP Contracts): (i) Contracts to which any Acquired Company is a party under which (A) a Person grants to an Acquired Company a license to (or covenant not to sue with respect to) Intellectual Property in connection with the Business (the In-bound Licenses) (provided that Seller shall not be required to list Off-the-Shelf Software Licenses and Contracts for Open Source Software), or (B) an Acquired Company grants to any Person a license to (or covenant not to sue with respect to) Intellectual Property (the Out-bound Licenses) (provided that Seller shall not be required to so list non-exclusive licenses granted in the Ordinary Course to a (I) supplier solely for the purposes of, and to the extent necessary for, such supplier to design, manufacture and supply Enterprise Products for any Seller Entity with respect to the Business, and not for the direct benefit of such supplier or any other Person, or (II) customer solely for such customer's use of an Enterprise Product), (ii) other than In-Bound Licenses and Out-Bound Licenses set forth in Schedule 3.4(a) or Schedule 3.4(b) of the Seller IPA Disclosure Schedule, material Contracts entered into by any Seller Entity that materially adversely affect any Seller Entities' ability to own, use, transfer, license, or enforce any Transferred IP (including any sole or exclusive license grants) or that require payment of royalties with respect to any Transferred IP, and (iii) all Contracts (other than Assumed Contracts set forth on Schedule 1.1(c) of the Acquisition Agreement) entered into by any Seller Entity pursuant to which, as of the Initial Closing Date, any Acquired Company is a licensee or sublicensee of any cross-license to any Patent that claims or is alleged to claim any Wireless Standard or that is a general cross-license to any Patent, excluding any such Contracts that will expire or terminate within six (6) months after the Effective Date.

Section 3.5 Non-Infringement. Except as set forth on Schedule 3.5(a) of the Seller IPA Disclosure Schedule, the operation of the Business as currently conducted does not infringe, misappropriate, or otherwise violate (or constitute any unfair competition or trade practices), and has not, during the past six (6) years with respect to Patents and during the past three (3) years with respect to all other Intellectual Property, infringed, misappropriated, or otherwise violated (or constituted unfair competition or trade practices), of any Intellectual Property of any Person in any material respect; provided that the foregoing representation is limited to the Knowledge of the Seller with respect to any third party Patents to the extent they claim or are alleged to claim Wireless Standards. Except as set forth on Schedule 3.5(b) of the Seller IPA Disclosure Schedule, to the Knowledge of the Seller, no Person is infringing, misappropriating, or otherwise violating, or, within the last three (3) years, has infringed, misappropriated, or otherwise violated, any Transferred IP in any manner material to the Business.   29





Section 3.6 Employees. All Persons (including current and former employees, contractors, and consultants of any of the Seller Entities) who have conceived, created, invented, modified, improved, or developed any Intellectual Property material to, and used in or necessary for, the operation of the Business, for (or under the direction or supervision of) any Seller Entity (during the course of such employment, engagement, or Contract term therewith, as applicable) have executed and delivered to a Seller Entity, a Contract (i) providing for the non-disclosure by such Person of any trade secrets or other material confidential information of any of the Seller Entities with respect to such Intellectual Property, and (ii) providing for the assignment by way of a present grant of assignment (or, in the case of an independent contractor or consultant of (a) a Seller Entity (other than an Acquired Company), a sublicenseable license, or (b) an Acquired Company, a license) by such Person to a Seller Entity of any such Intellectual Property arising out of such Person's employment by, engagement by, or Contract with such Seller Entity, except where the failure to have such a Contract would not reasonably be expected to have a material adverse effect on the Business; provided, however, that the foregoing representation shall be to the Knowledge of the Seller solely with respect to any such contractor or consultant engaged by, or contracted with, a Seller Entity other than with the involvement or awareness of the Seller Entities' Legal and Governmental Affairs group (including any member or representative of and any attorney of any of the Seller Entities). No such Person has made any assertions with respect to any alleged ownership or title to any such Intellectual Property. To the Knowledge of the Seller, no such Person is in violation of any term or condition of any such Contract.

Section 3.7 Software. None of the Seller Entities (i) has delivered, licensed, released, or disclosed to any Person any of the Source Code for any Enterprise Product (other than, in the Ordinary Course to: (1) an employee of a Seller Entity, (2) a contractor or supplier of a Seller Entity solely for the purposes of, and to the extent necessary for, such contractor or supplier to develop, manufacture, and supply Enterprise Products for any Seller Entity, and not for the direct benefit of such contractor or supplier or any other Person, or (3) with respect to Source Code that is not material to the Business, a customer of a Seller Entity with respect to Enterprise Products or to any Person for the purpose of such Person's development of Software that is compatible or interoperates with an Enterprise Product, in each case of clauses (1) through (3), under written Contracts (which include confidentiality, use, and disclosure restrictions) normally used by the applicable Seller Entity to protect its own similar confidential or proprietary information (and in no event less stringent than the terms and conditions of Article V)), except as would not reasonably be expected to have a material effect on the Business, or (ii) is a party to any Contract requiring the deposit of any such Source Code with an escrow agent or escrow service (or other escrow Contract) or requiring the sharing or disclosure of any such Source Code with any Person. With respect to any Open Source Software that is or has been used by a Seller Entity in any way in connection with any Enterprise Product (including any Open Source Software that is Incorporated Into any Enterprise Product by or on behalf of a Seller Entity), the Seller Entities are and have been in compliance in all material respects with all applicable licenses with respect thereto. No Software that is governed by (or has otherwise been licensed or made available to a Seller Entity under) a Reciprocal License has been (a) Incorporated Into any Enterprise Product by or on behalf of a Seller Entity, or (b) distributed or made available to any Person in connection with the Business by any Seller Entity, in each case of clauses (a) and (b), in a manner that would or does require or condition any right to perform the activity described in clause (a) or (b) on any of clauses (i) through (v) of the definition of Reciprocal License (with   30





respect to such Software). The Seller Entities are in possession of any material Source Code owned by any of the Seller Entities (including any such Source Code to any Enterprise Product) that is related to the Business.

Section 3.8 SDOs. Except as set forth on Schedule 3.8(a) of the Seller IPA Disclosure Schedule, no Seller Entity is an SDO Member. To the extent any Seller Entity is an SDO Member, such Person complies and has complied with all applicable rules and terms and conditions of membership (including all related disclosure obligations), and each Seller Entity is and has been, in material compliance with all Laws related to being an SDO Member, in each case, in connection with the Business. Schedule 3.8(b) of the Seller IPA Disclosure Schedule sets forth a complete and accurate list, to the Knowledge of the Seller, of all Transferred IP that constitutes a Patent that is specifically identified in a disclosure to any SDO where such Patent is subject to any rule, term or condition, license, disclosure obligation, commitment, or agreement related to such SDO (together with a description or reference to such rule, term or condition, license, disclosure obligation, commitment, or agreement).

Section 3.9 Intellectual Property Assets. Assuming (i) the receipt of all consents required to assign or transfer any Assumed Contract (or, with respect to those which are not received, the cooperation by Seller pursuant to Section 10.6 of the Acquisition Agreement), (ii) the replication or split and partial assignment of all Non-Assignable Shared Contracts material, individually or in the aggregate, to the Business as contemplated by Section 10.7 of the Acquisition Agreement, and (iii) the acquisition of all regulatory approvals of Governmental Entities required in connection with the authorization, execution and delivery of the Acquisition Agreement and the consummation of the Contemplated Transactions and excluding all (A) with respect to the receipt of administrative or corporate services or benefits (as set forth in Section 1.2(b) of the Acquisition Agreement), Software and other Third-Party Intellectual Property used in connection with such services or benefits provided to the Acquired Companies pursuant to the Transition Services Agreement, (B) rights granted to the Seller Group under the Contracts set forth on Schedule 3.9 of the Seller IPA Disclosure Schedule, (C) Licensed Mobility Patents (as defined in the Mobility Intellectual Property License) and Mobility Technology (as defined in the Mobility Intellectual Property License), in each case to the extent licensed to each member of the Motorola Group (as defined in the Mobility Intellectual Property License) as of the Initial Closing Date pursuant to the Mobility Intellectual Property License, and (D) Intellectual Property (other than Licensed IP) owned by, or licensed from any Person (other than the Seller Entities) to, a supplier of the Seller Entities that is used by such supplier for the purposes of, and to the extent necessary for, such supplier to manufacture and supply Enterprise Products for the Seller Entities with respect to the Business, and (E) Patents to which the Seller Entities are not licensed as of the Effective Date and that claim Wireless Standards,: the Transferred IP and the Licensed IP, taking into account all provisions of this IP Agreement and the other Transaction Agreements, will be sufficient to enable the Purchaser Assignees and Purchaser Licensees to design, develop, manufacture, import, market, distribute, offer for sale, sell, resell, import, export, use, and support the Enterprise Products and perform services in connection therewith immediately following the Initial Closing in all material respects as designed, manufactured, imported, marketed, distributed, offered for sale, sold, imported, exported, used, supported, and provided, as applicable, by the Seller Entities as of the Effective Date; provided that the foregoing shall not be construed as a representation or warranty against third party Intellectual Property infringement claims. The Purchaser Licensees shall have,   31





following the Initial Closing Date, sufficient rights with respect to the Trademarks licensed to the Purchaser Licensees pursuant to Section 2.2(d), to resell after the Initial Closing Date, finished Enterprise Products that are part of the Acquired Assets or Acquired Company Assets and that bear, as of the Initial Closing Date, any of such Trademarks.

Section 3.10 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS IP AGREEMENT OR ANOTHER TRANSACTION AGREEMENT, NEITHER PARTY (NOR ANY MEMBER OF ITS GROUP OR ANY OF ITS AFFILIATES) MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO ANY INTELLECTUAL PROPERTY ASSIGNED OR LICENSED BY ANY OF THEM TO THE OTHER PARTY (OR ANY MEMBER OF THE OTHER PARTY'S GROUP OR ANY OF ITS AFFILIATES), IN EACH CASE INCLUDING ITS CONDITION, ITS MERCHANTABILITY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, OR TITLE OR NON- INFRINGEMENT.

Section 3.11 No Other Warranties or Covenants. Without limiting Section 3.11, except as expressly set forth in this IP Agreement or another Transaction Agreement, nothing contained in this IP Agreement shall be construed as: (i) a warranty or representation by any Seller Party or Purchaser Assignee or Acquired Company as to the validity or scope of the Transferred IP or the Licensed IP; (ii) conferring any license or any other right, by implication, estoppel or otherwise, under any Seller IP or Transferred IP, except as expressly granted herein; (iii) imposing on any Seller Party or Purchaser Assignee or Acquired Company any obligation to institute any suit or action for infringement of any Transferred IP or Licensed IP, or to defend any suit or action brought by any Person which challenges or concerns the validity of any Transferred IP or Licensed IP; (iv) a warranty or representation by any Seller Party or Purchaser Assignee or Acquired Company that any manufacture, use, sale, lease or other disposition of products by the Purchaser Licensees or Seller Parties or the use of any Transferred IP or Licensed IP will be free from infringement of any Intellectual Property; or (v) imposing on either party any obligation to file any patent application or to secure any patent or maintain any patent in force.

ARTICLE IV TERM AND TERMINATION

Section 4.1 Term. The term of this IP Agreement shall be from the Effective Date until all of the Intellectual Property licensed hereunder is in the public domain (provided, however, that in such event the representations and warranties in Article III shall survive (and terminate) in accordance with the Acquisition Agreement) or this IP Agreement is terminated pursuant to Section 4.3. This IP Agreement shall not expire or terminate for any other reason (even in the event of a material breach).

Section 4.2 Irrevocability of Licenses. Each of the parties acknowledges and agrees that the licenses granted hereunder (i) are irrevocable and (ii) may not be terminated for any reason (even in the event of a material breach), except that (a) with respect to Licensed IP that constitutes Third-Party Intellectual Property, solely as provided in Section 2.4(a), (b) with respect to a particular Patent licensed under this IP Agreement, the license granted to such Patent shall automatically terminate upon the expiration of the statutory term (including all extensions   32





and renewals) of such Patent, and (c) Seller may terminate the license granted to the Purchaser Licensees pursuant to Section 2.2(c) (and no other provision of this IP Agreement), following the Initial Closing Date and upon prior written notice to Purchaser, in the event Purchaser materially breaches Section 2.2(c) and fails to cure such material breach within one hundred twenty (120) days after Purchaser's receipt of written notice from Seller (which such notice shall contain a reasonable description of such material breach and a statement of Seller's intent to terminate the license granted to the Purchaser Licensees pursuant to Section 2.2(c) if such material breach is not cured within such one hundred twenty (120) day period). Nothing herein shall preclude any party from seeking damages or other remedies at law or in equity (other than termination of this IP Agreement or any license to any Intellectual Property granted under this IP Agreement) for any breach hereof.

Section 4.3 Termination of Agreement. This IP Agreement will terminate automatically and without need for further action by either party in the event that the Acquisition Agreement is terminated in accordance with its terms.

Section 4.4 Effect of Termination. Upon termination of this IP Agreement pursuant to Section 4.3, this IP Agreement and the rights and obligations of the parties under this IP Agreement, including any obligation to make any assignment or grant any license hereunder, automatically end without any liability against any party or its Affiliates, except as otherwise provided in the Acquisition Agreement and except that the provisions of this Section 4.4, Article V, Section 6.1, Section 6.2, Section 6.6, Section 6.7, Section 6.8, Section 6.9, Section 6.10, Section 6.11, Section 6.12, and Section 6.13 will remain in force and survive any termination of this IP Agreement.

Section 4.5 Bankruptcy. The parties acknowledge and agree that the licenses granted hereunder are licenses of intellectual property within the meaning of Section 365(n) of the Bankruptcy Code (Section 365(n)), which have been licensed hereunder in a contemporaneous exchange for value. The parties further acknowledge and agree that if the Seller (or any of its Affiliates) or the Purchaser (or any of its Affiliates), as applicable (the Insolvent Party): (i) becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due; (ii) applies for or consents to the appointment of a trustee, receiver or other custodian for it, or makes a general assignment for the benefit of its creditors; (iii) commences, or has commenced against it, any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceedings; or (iv) elects to reject, or a trustee on behalf of it elects to reject, this IP Agreement or any agreement supplementary hereto, pursuant to Section 365 of the Bankruptcy Code (Section 365), or if this IP Agreement or any agreement supplementary hereto is deemed to be rejected pursuant to Section 365 for any reason, this IP Agreement, and any agreement supplementary hereto, shall be governed by Section 365(n) and the other party may elect to fully exercise its rights under this IP Agreement in accordance with Section 365(n). Upon written request from such other party to the Insolvent Party, its applicable Affiliates, or the bankruptcy trustee, of such other party's election to proceed under Section 365(n), such Insolvent Party, its applicable Affiliates, such bankruptcy trustee, or any third party agent shall comply in all respects with Section 365(n), including providing such other party (and its Affiliates) with the Intellectual Property licensed to such other party (and its Affiliates) and not interfering with the rights of such other party (and such Affiliates) as provided in this IP Agreement to obtain access to such Intellectual Property from such Insolvent Party, its applicable Affiliates, the bankruptcy trustee, or any third party agent.   33





ARTICLE V CONFIDENTIALITY

Each party shall (and shall cause the other members of its Group and its Affiliates to) hold the Source Code, trade secrets and other confidential information licensed to any of them under this IP Agreement in confidence, and shall protect the confidentiality thereof using at least the same degree of care that it uses to protect its own similar confidentiality or proprietary information, but in no event using less than a reasonable degree of care. Each party shall not (and shall cause the other members of its Group and its Affiliates not to) (i) disclose any such Source Code, trade secrets, or confidential information to any Person other than to (a) those of its employees who have a need to know, or (b) other third Persons (including customers, suppliers, prospective suppliers, or joint developers), or (ii) use or disclose such Source Code, trade secrets and other confidential information except as necessary to exercise its rights or perform its obligations under this IP Agreement in accordance with any applicable restrictions or obligations with respect thereto, in each case of clauses (i) and (ii), under written Contracts (which include confidentiality, use, and disclosure restrictions) normally used by such party to protect its own similar confidential or proprietary information (and in no event less stringent than the terms and conditions of this Article V). This Article V will not apply to Source Code, trade secrets, or other confidential information of a party or any other member of its Group or any of its Affiliates where the other party can demonstrate such Source Code, trade secrets, or other confidential information (A) is or becomes generally known to the public or enters the public domain, other than as a result of a breach of this IP Agreement by such other party or a member of its Group or its Affiliates, (B) was rightfully disclosed to such other party or a member of its Group or its Affiliates by a third Person provided that such other party or member complies with the restrictions imposed by the third Person, or (C) was developed independently by such other party or member or Affiliate without use of or reference to any information disclosed to any of them by such party. If a party or any of members of its Group or its Affiliates is legally required to disclose any of the other party's Source Code, trade secrets, or other confidential information in connection with any legal proceeding, such party shall promptly notify the other party of the foregoing so that the other party may seek to prevent such disclosure or obtain the entry of a protective order or other appropriate protective device or procedure. The disclosing party shall fully cooperate with and aid such other party in connection with the foregoing. If a protective order or other protective device satisfactory to such other party is not obtained, the disclosing party or its applicable member will disclose only that portion of such Source Code, trade secrets, or other confidential information that is legally required to be disclosed (and will notify the other party of which portions are disclosed). Each party shall take steps reasonable under the circumstances to protect the confidentiality of all Source Code, trade secrets, and other confidential information licensed under this IP Agreement by it or its Affiliates to the other party or a member of its Group or any of its Affiliates.   34





ARTICLE VI GENERAL PROVISIONS

Section 6.1 Remedies. The sole and exclusive remedy for any breach of this IP Agreement, including the representations and warranties and covenants herein, shall be as set forth in Article 8 of the Acquisition Agreement. The representations and warranties and covenants contained herein shall terminate in accordance with Section 8.4 of the Acquisition Agreement

Section 6.2 Assignment. Neither party may assign (whether by operation of law or otherwise) this IP Agreement, or any of its licenses, rights, privileges or obligations hereunder, without the prior written consent of the other party, and any such attempted assignment shall be void; provided, however, that, following the Initial Closing Date, without any such prior written consent but upon prior written notice to the other party, each party may assign this IP Agreement to: (i) an Affiliate; (ii) a lender for collateral security; (iii) a Person that succeeds to all or substantially all of its business or assets to which this IP Agreement relates in connection with a merger or sale of all or substantially all of its assets to which this IP Agreement relates; or (iv) corporate reorganization of the party in which the ultimate ownership of the party immediately prior to such reorganization is the same as the ultimate ownership of the party immediately after such reorganization. If a Seller Party assigns or transfers any Licensed IP, the Seller shall (or shall cause the applicable Seller Party to) expressly condition such assignment or transfer on the express acknowledgement and agreement of the assignee or transferee that all such Licensed IP is bound by the license grants set forth herein. If Purchaser or a Purchaser Assignee assigns or transfers any Intellectual Property licensed to the Seller Parties pursuant to Section 2.1(c) or Section 2.1(d), the Purchaser shall (or shall cause the applicable Purchaser Assignee to) expressly condition such assignment or transfer on the express acknowledgement and agreement of the assignee or transferee that all such Intellectual Property is bound by such license grants. Notwithstanding anything to the contrary contained in this IP Agreement, Article III may only be assigned by a party (and shall be assigned by a party) together with such party's assignment of the Acquisition Agreement in accordance with the terms and conditions thereof. Subject to the foregoing limitations, this IP Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 6.3 Effect of Merger or Change of Control. Upon a merger or change of control of a party (including, for purposes of this Section 6.3, with respect to Purchaser any Purchaser Licensee and with respect to Seller any Seller Party) (a Change of Control Event) with or to a Person (other than a Person that is a then-current Affiliate of such party) (the Buyer), the license rights granted under Article II to such party shall not extend to the Buyer or any of its Affiliates existing immediately prior to the Change of Control Event or any of its or their past, current, or future products, systems or services. If as a result of the Change of Control Event such party remains a separate, independent legal entity (or is merged into another Person, where such Person was formed or created for the purpose of the Change of Control Event or where such Person is a then-current Affiliate of such party), then the license rights granted to such party under Article II shall continue in full force and effect. If as a result of the Change of Control Event such party is merged into the Buyer (other than if the Buyer is formed or created for the purpose of the Change of Control Event) or another Person (other than if such Person is formed or created for the purpose of the Change of Control Event or if such Person is a then-   35





current Affiliate of such party) or otherwise does not remain a separate, independent legal entity (except if such party is merged into another Person, where such Person was formed or created for the purpose of the Change of Control Event or where such Person is a then-current Affiliate of such party), then (i) the license rights granted to such party under Article II shall be limited to the operation of the business and the products, systems, and services (including Smart Sensing Network Equipment and Public Safety LTE Smartphone Devices, as applicable) of such party existing as of the effective date of the Change of Control Event and Derivative Works and natural evolutions thereof (but, in all cases, with respect to such license rights, subject to Section 2.1(e) or Section 2.2(e), as applicable), and (ii) no rights or licenses granted to such party under Article II may be extended to the Buyer or any of its Affiliates existing immediately prior to the Change of Control Event in connection with any of its or their past, current, or future products, systems or services.

Section 6.4 Acquisitions. If either party acquires a business or a Person that conducts a business covering any of the same products, systems, or services as those covered by any license granted under Article II to such acquiring party (a Future Acquisition) (whether in an asset or equity transaction), any such license shall be deemed to apply to such same products, systems, and services (but no other products, systems or services) of such acquired business or Person; provided, that all Patents acquired in connection with such Future Acquisition are licensed to the non-acquiring party and, in the case of Seller, the Seller Parties or, in the case of Purchaser, the Purchaser Licensees, pursuant to the terms and conditions of this IP Agreement. In such event, any such acquired Person shall be deemed a Seller Party or a Purchaser Licensee hereunder, as the case may be.

Section 6.5 Further Assurances. Each of the parties agrees that from time to time, at the reasonable request and expense of the other party, it shall execute and deliver such other documents and take such other actions as the other party may reasonably request to effectuate the transactions contemplated by this IP Agreement (including any short form documentation evidencing the licenses granted by any Seller Party hereunder or other documentation to perfect or record the rights granted hereunder in the Transferred IP or Licensed IP in any jurisdiction throughout the world). The Seller acknowledges and agrees (including on behalf of the other Seller Parties) that the Purchaser or any of its Affiliates may record and perfect this IP Agreement or such documentation in any jurisdiction throughout the world, and the Seller shall (and shall cause the other Seller Parties to) cooperate therewith, at the Purchaser's expense. The Purchaser hereby requests, and the Seller hereby grants (and shall cause the other Seller Parties to grant) to the Purchaser and its Affiliates, all rights necessary to record this IP Agreement or such documentation with the United States Patent and Trademark Office, the United States Copyright Office, and any equivalent office or agency in any jurisdiction in the world. Seller shall (and shall cause the other Seller Parties) to, between the Effective Date and the Initial Closing Date, cooperate with the Purchaser in connection with the Purchaser's preparation for acquiring the Business, including (i) by reasonably sharing information to prevent any loss of any of the Seller Entities' rights to any Intellectual Property constituting Transferred IP or Licensed IP, and (ii) facilitating between the parties and their respective Affiliates' communication and sharing of information related to this IP Agreement.   36





Section 6.6 Governing Law; Forum.

(a) The Laws of the State of Delaware (without reference to its principles of conflicts of law) shall govern the construction, interpretation and other matters arising out of or in connection with this IP Agreement and its schedules (whether arising in contract, tort, equity or otherwise).

(b) Except with respect to (i) the result arising out of the escalation referenced in Section 2.1(b)(iii)(B) and (ii) the result of the escalation referenced in Section 2.1(b)(iii)(F) and any arbitration pursuant to Section 2.1(b)(iii)(F) (other than to enforce any arbitral judgment), the parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware over any Dispute arising out of or relating to this IP Agreements or any agreement or instrument contemplated thereby or entered into in connection herewith or therewith or any of the transactions contemplated hereby or thereby. Each party hereby irrevocably agrees that all claims in respect of such Dispute or proceeding will be heard and determined in such courts (and the courts hearing appeals from such courts). The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such Dispute brought in such court or any defense of inconvenient forum in connection therewith. TO THE EXTENT PERMITTED BY APPLICABLE LAW THEN IN EFFECT, EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM WHETHER BASED ON CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR RELATING TO THIS IP AGREEMENT OR THE ACTION OF ANY OF THE PARTIES THERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

Section 6.7 Severability. If any term or provision of this IP Agreement is determined to be invalid, illegal or unenforceable, the remaining terms and provisions of this IP Agreement remain in full force, if the essential terms and conditions of this IP Agreement for each party remain valid, binding and enforceable. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto will negotiate in good faith to modify this IP Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 6.8 Entire Agreement; Conflicting Provisions. This IP Agreement, together with the other Transaction Agreements and any side letters executed by the parties in connection therewith, and all of the exhibits and schedules appended hereto and thereto, constitute the final, complete and exclusive statement of the parties' agreement on the matters contained herein and therein. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this IP Agreement and the other Transaction Agreements are superseded by this IP Agreement and the other Transaction Agreements, including, but subject to Section 5.5(b) of the Acquisition Agreement, the NDA. In the event of any conflict between any specific provision of this IP Agreement (including Article V) and the provisions of the Acquisition Agreement with respect to the subject matter hereof, the provisions of this IP Agreement will control.





Section 6.9 Counterparts. The parties may execute this IP Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This IP Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission which includes a copy of the sending party's signature(s) is as effective as signing and delivering the counterpart in person.

Section 6.10 Amendment. The parties may amend this IP Agreement only by a written agreement signed by the parties and that identifies itself as an amendment to this IP Agreement.

Section 6.11 Waiver. The parties may waive a provision of this IP Agreement only by a writing signed by the party against whom enforcement of the waiver is sought. A party is not prevented from enforcing any right, remedy or condition in the party's favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a party's rights and remedies in this Agreement is not intended to be exclusive, and a party's rights and remedies are intended to be cumulative to the extent permitted by Law and include any rights and remedies authorized in Law or in equity.

Section 6.12 Notices. Each party giving any notice required or permitted under this IP Agreement will give the notice in writing, and shall be deemed to have been duly given: (i) when received if delivered personally; (ii) when transmitted if sent by facsimile (with transmission confirmed); (iii) the day after it is sent if sent by commercial overnight courier; (iv) upon receipt if sent by certified or registered mail (return receipt requested); or (v) when transmitted if sent by email (with receipt confirmed by recipient). Notice to a party is effective for purposes of this Agreement only if given as provided in this Section 6.12 at the address of which the sending party has been notified in accordance with this Section 6.12.   If to the Seller:



Motorola Solutions, Inc. 1303 E. Algonquin Road Schaumburg, Illinois 60196 Facsimile: +847.576.4688 Email: michael.annes@motorolasolutions.com



Attention: Michael Annes, Senior Vice President, Business Development and Ventures   38





With copies to:



Motorola Solutions, Inc. 1303 E. Algonquin Road Schaumburg, Illinois 60196 Facsimile: +847.576.4688 Email: mark.hacker@motorolasolutions.com Attention: Mark Hacker, General Counsel   Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 United States of America Facsimile: +1.312.558.5700 Email: mcostigan@winston.com odavid@winston.com Attention: Matthew D. Costigan Oscar A. David

If to the Purchaser:



Zebra Technologies Corporation 475 Half Day Road Suite 500 Lincolnshire, IL 60069 Facsimile: (847) 821-1492 Email: jkaput@zebra.com Attention: Jim Kaput, General Counsel

With a copy to:



Kirkland & Ellis LLP 300 N. LaSalle Street Chicago, Illinois 60654 Facsimile: +1.312.862.2200 Email: henry.kleeman@kirkland.com scott.falk@kirkland.com Attention: R. Henry Kleeman R. Scott Falk, P.C.

Section 6.13 No Joint Venture. Nothing in this IP Agreement creates a joint venture or partnership between the parties. This IP Agreement does not authorize any party (i) to bind or commit, or to act as an agent, employee or legal representative of, another party, except as may be specifically set forth in other provisions of this Agreement, or (ii) to have the power to control the activities and operations of another party. The parties are independent contractors with respect to each other under this IP Agreement. Each party agrees not to hold itself out as having any authority or relationship contrary to this Section 6.13.

[Remainder of Page Intentionally Left Blank]   39





IN WITNESS WHEREOF, the parties have duly executed and delivered this Intellectual Property Agreement on the date first written above.   MOTOROLA SOLUTIONS, INC.

By:   /s/ Anders Gustafsson Name:   Anders Gustafsson Title:   Chief Executive Officer

ZEBRA TECHNOLOGIES CORPORATION By:   /s/ Michael Annes Name:   Michael Annes Title:   Senior Vice President 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[EX A]: The sole and exclusive remedy for any breach of this IP Agreement, including the representations and warranties and covenants herein, shall be as set forth in Article 8 of the Acquisition Agreement.

[EX Q]: CONFIDENTIAL TREATMENT - REDACTED VERSION

                                   CORIO INC.

                          LICENSE AND HOSTING AGREEMENT

         This License and Hosting Agreement (the AGREEMENT) is made and entered into as of December 13, 1999 (EFFECTIVE DATE) by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 (CORIO) and Changepoint, Inc., a Delaware corporation having a place of business at 1595 Sixteenth Ave., Suite 700, Richmond Hill, Ontario, Canada L4B 3N9 (CHANGEPOINT).

                                   BACKGROUND

A.       Changepoint is the owner or has the right to license certain          proprietary software products (the SOFTWARE as further defined          below); and

B.       Corio wishes to obtain a license to use and host the Software on the          terms and conditions set forth herein in connection with the hosting          services that Corio will provide to its Customers (as defined below)          and Changepoint wishes to grant Corio such a license on such terms;

C.       The parties further wish to jointly market and promote the other          party's software and/or services as well as provide support services to          Corio and its Customers in accordance with this Agreement.

         NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows:

1.       DEFINITIONS.

The following terms shall have the following meanings:

1.1      SOFTWARE USER means a named user of the Corio Services worldwide to          whom a user identification number and password has been assigned, which          permits that user to access and use the Software on a designated Corio          Server. The identification number and password used by a Software User          is reusable and reassignable and may be used and transferred by Corio,          in accordance with the licenses granted below, between Customers as one          Customer discontinues the Corio Services and another Customer          subscribes.

1.2      ASP means Application Service Provider.

1.3      APPLICATION MANAGEMENT REVENUE means all revenue Corio receives from          Customers for use of the Software and basic support of the Software          provided at no additional charge to Customers (Level 1 and Level 2          support as defined in Exhibit C hereto), operational support of the          Software and basic infrastructure support (hardware, database and          operating system) for the Software, less taxes, freight, insurance,          refunds or credits and other non-product items.

1.4      CORIO SERVERS means the unlimited number of computer servers owned or          operated by or for Corio in North America which will contain the          installed Software (as defined below) for access by Customers in          connection with the Corio Services.

1.5      CORIO SERVICES means the hosting services offered by Corio to its          Customers in which Corio allows Customers to access the Corio Servers.

                                       1

1.6      CUSTOMER(S) means one or more customers of the Corio Services having          its principal executive offices in North America who obtains a          sublicense from Corio to use the Software by accessing one or more          Corio Servers.

1.7      DEMONSTRATION SOFTWARE means copies of the Software which are for          demonstration purposes only and which contain sample data and          transactions.

1.8      DOCUMENTATION means any on-line help files or written instruction          manuals regarding the use of the Software.

1.9      RELATIONSHIP MANAGERS means the appointed employee of each party, as          set forth on EXHIBIT A attached hereto and made a part hereof, who          shall be the primary contact for implementing and administering the          terms and conditions of this Agreement.

1.10     SOFTWARE means Changepoint's proprietary software described in          EXHIBIT A attached hereto and made a part hereof, in object code form          only, and any Updates or Upgrades (as defined below) thereto. The          Software shall also include any Application Programming Interfaces          (API) provided by Changepoint to Corio, but such API intellectual          property shall not be sublicenseable to Customers.

1.11     TERRITORY means throughout the world.





1.12     UPDATE(S) means any error corrections, bug fixes, modifications or          enhancements to the Software made generally available by Changepoint to          its licensees, which are indicated by a change in the numeric          identifier to the Software in the digit to the right of the decimal, or          any error corrections, bug fixes, modifications or enhancements of the          Software.

1.13     UPGRADE(S) means a release, function or version of the Software          designated as such by Changepoint which contains new features or          significant functional enhancements to the Software, which are          indicated by a change in the numeric identifier for the Software in the          digit to the left of the decimal, which Upgrade is provided to          Changepoint's installed customer base for the Software. For the          purposes of this Agreement, Software Support and Maintenance means          those services listed in Section 5.3 of this Agreement and EXHIBIT C          and the provision of Updates and Upgrades as called for by this          Agreement.

1.14     PSA APPLICATION means a commercially available suite or collection of          integrated proprietary software applications marketed as a suite or a          combination of software products which offer substantially the          following functionality specifically designed for information          technology professional services users : (i) time and expense, which          allows users to enter and modify time and expenses associated with a          project/task for a time period, approve time and expenses entered, and          determine who has submitted time and expense reports, (ii) project          accounting and billing, which allows users to apply cost and billing          rates to time entered for projects, generate client invoices based on          terms and conditions of engagement, track amounts billed and earned for          each project, feed invoice data to an accounts receivables system, and          feed cost and billing accounting entries to a general ledger system,          (iii) project management, which allows users to create work breakdown          structure, schedule dates and resource assignments for project, record          project and task status, and create reports to monitor project          progress, (iv) resource management, which allows users to assign          resources to projects based on skills and availability, and create          reports to monitor and manage resource utilization, (v) engagement          management, which allows users to create billing terms and conditions          for a client, and create reports to monitor and manage engagement          billing, (vi) opportunity management, which allows users to track

                                       2

         customers/prospects, sales opportunities and sales activities, and          forecast sales by various criteria, and (vii) marketing campaign          management, which allows users to create marketing campaigns, track          campaign effectiveness, and manage marketing lists.

2.       GRANT OF RIGHTS.

2.1      HOSTING SOFTWARE LICENSE. Subject to the terms and conditions of this          Agreement, Changepoint hereby grants to Corio a fee-bearing,          irrevocable, nonexclusive, nontransferable (except in accordance with          Section 14.1 of this Agreement) license in the Territory to (i)          reproduce the Software in machine executable object code format only          for installation on the Corio Servers; (ii) install multiple copies of          the Software on Corio's Servers which will be made remotely accessible          to Corio's Customers for their internal business purposes, (iii) permit          limited access to and use of the Software by Customers through Corio          Servers solely for such Customer's internal business purposes; (iv)          sublicense an unlimited number of Customers to access and use the          Software only through the installation on Corio Servers solely for such          Customer's internal business purposes; and (v) use Changepoint's tools          and utilities, if any, subject to any restrictions placed on the          Changepoint by third party software providers and payment of any          applicable fees required by such third parties, to configure, integrate          and manage the Software. Corio shall not authorize Customers to          download or reproduce the Software for use except as necessary in          connection with the Corio Services. Except as specifically authorized          by this Agreement, no license is granted under this Agreement to Corio          to distribute the Software to its Customers or for use other than as          part of the Corio Services.

2.2      INTERNAL USE LICENSE FOR PRODUCTION, TESTING, DEVELOPMENT, UPGRADE,          REPORTING AND TRAINING. Subject to the terms and conditions of this          Agreement, Changepoint grants to Corio a nonexclusive, nontransferable          (except in accordance with Section 14.1 of this Agreement),          royalty-free, fully paid up license in the Territory to reproduce,          install and use additional copies of the Software, Documentation, and          Software tools and utilities if any, subject to any restrictions placed          on the Changepoint by third party software providers and payment of any          applicable fees required by such third parties, in machine executable          object code for production, testing, development, upgrade, reporting          and training for the purpose of allowing the Software to be made          available to Customers as part of the Corio Services. This license          includes the right to integrate the Software with Corio's system          software and other hosted applications in connection with providing the          Software to Customers as part of the Corio Services.

2.3      INTERNAL USE LICENSE FOR CORIO'S INTERNAL BUSINESS OPERATIONS.

          Changepoint grants to Corio a nonexclusive, nontransferable (except in          accordance with Section 14.1 of this Agreement), royalty-free, fully





         paid-up license to install and use the Software, Documentation, and          Software tools and utilities if any, for an unlimited number of Corio          users, subject to any restrictions placed on the Changepoint by third          party software providers and payment of any applicable fees required by          such third parties, in machine executable object code for Corio's          internal business purposes. Corio's internal use license under this          Section 2.3 is subject to and shall be in accordance with the terms and          conditions of Changepoint's standard License Agreement, a copy of which          is attached hereto as EXHIBIT G and made a part hereof. The provisions          of EXHIBIT G shall apply only to the internal use license granted in          this Section 2.3 and not to any other licenses granted to Corio in this

                                       3

                                 CONFIDENTIAL TREATMENT

         Agreement. Any conflict or inconsistency between the terms of this          Agreement and the terms of the license set forth in EXHIBIT G with          respect to the internal use license granted in this Section 2.3 shall          be controlled by the terms of this Agreement. Notwithstanding anything          to the contrary in Section 11 of this Agreement, the internal use          license in this Section 2.3 shall remain in effect during the term of          this Agreement and for a period of nine (9) months after termination or          expiration of this Agreement.

2.4      DEMONSTRATION LICENSE. Subject to the terms and conditions of this          Agreement, Changepoint hereby grants to Corio a nonexclusive,          nontransferable (except in accordance with Section 14.1 of this          Agreement) royalty-free, fully paid up right and license in the          Territory, on Corio Servers, to make a reasonable number of copies of          the Demonstration Software solely for demonstration purposes to          potential Customers. Demonstration Software shall be made available to          Corio's sales personnel and the parties agree to cooperate to make the          Changepoint demonstration database available to Corio sales personnel          on an ongoing basis. Corio shall not distribute any demonstration          copies of the Software. Corio shall not demonstrate the Software to any          one Customer for more than sixty (60) days from the start of that          Customer demonstration, and Corio shall not demonstrate the Software to          more than ten (10) Software Users at any one time. Further, the          demonstration copies shall not permit the entry of additional data.

2.5      DISTRIBUTION LICENSE: Corio shall have the right to resell licenses for          the Software to any Corio Customer according to the terms and          conditions of Changepoint's standard Distribution Agreement          (Changepoint's Distribution Agreement). Corio and Changepoint shall          enter into Changepoint's Distribution Agreement within sixty (60) days          following the Effective Date, the terms of which shall be in          substantial accordance with the copy of Changepoint's Distribution          Agreement provided to Corio. Any conflict or inconsistency between the          terms of this Agreement and the terms of Changepoint's distribution          license with respect to the distribution license granted in this          Section 2.5 shall be controlled by the terms of this Agreement. Under          Changepoint's Distribution Agreement, Changepoint shall give a ***          discount from the then-current Changepoint list price for          such Software licenses to Corio for the first Two Million Dollars          ($2,000,000U.S.) of such cumulative calendar year sales based on          Changepoint's list price, and a *** discount based on          Changepoint's then-current list price thereafter. This pricing formula          shall apply for each calendar year during the term of this Agreement          which Corio has distribution rights under this Section 2.5. For those          Corio Customers who purchase Changepoint Software licenses from Corio          pursuant to this Section 2.5 and Changepoint's Distribution Agreement,          Corio shall pay to Changepoint a Software Support and Maintenance fee          equal to *** of Changepoint's standard support and          maintenance services for the Software Support and Maintenance services          provided by Changepoint as specified in Section 5.3 of this Agreement          and EXHIBIT C attached hereto and made a part hereof, and for Updates          and Upgrades. Subject to Corio's payment of the Software support and          maintenance fee as set forth in this Section 2.5, Changepoint's          Software Support and Maintenance obligation with respect to Software          distributed by Corio pursuant to this Section 2.5 shall continue after          termination or expiration of this Agreement with respect to all          Software Users granted access to the Software prior to termination or          expiration of this Agreement, for the remaining duration of each such          Software Users' rights to use the Software pursuant to agreements          between Corio and its Customers. Under no circumstances shall          Changepoint contact Corio Customers regarding a non-hosting license          sale, unless requested to do so by Corio. Further, if a Corio Customer          contacts Changepoint to purchase the Software license independent of          the Corio Services, Changepoint shall immediately refer that Customer          to

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       4

         Corio. Changepoint shall not be entitled to share in any Application





         Management Revenue received by Corio related to or arising from hosting          services provided to Customers which obtain a license to the Software          from Changepoint pursuant to this Section 2.5. Corio's right to collect          fees from Customers under the Changepoint licenses under this Section          2.5 will expire upon termination of the Corio contracts with its          Customers for such Software.

2.6      LICENSE AGREEMENTS. Corio shall make the Software on the Corio Servers          remotely accessible to Customers under the then-current terms of its          standard Customer license agreement. Each such Customer license shall,          at a minimum, contain the provisions set forth in EXHIBIT E attached          hereto and made a part hereof (CUSTOMER LICENSE AGREEMENT TERMS), or          the substantial equivalent thereof. As to each Software User who is          provided access to the Software, Corio or its Customers shall secure          the Software User's consent to an end user agreement with terms at          least equivalent to those in EXHIBIT E hereto.

2.7      RESTRICTIONS. Corio may not copy, distribute, reproduce, use or allow          access to the Software except as explicitly permitted under this          Agreement, and Corio shall not, nor will it permit any third party to,          modify, adapt, translate, prepare derivative works from, decompile,          reverse engineer, disassemble or otherwise attempt to derive source          code from the Software or any internal data files generated by the          Software.

2.8      OWNERSHIP. Changepoint and its licensors hereby retain all of their          right, title, and interest in and to the Software and Documentation,          including all copyrights, patents, trade secret rights, trademarks and          other intellectual property rights therein. All rights not expressly          granted hereunder are reserved to Changepoint and its licensors. The          Software and Documentation and all copies thereof are licensed, not          sold, to Corio. All changes, modifications and enhancements or          derivative works made to the Software or Documentation by Corio or          Changepoint, or jointly by the parties, shall be owned by Changepoint,          including all copyrights, patents, trade secret rights, trademarks and          other intellectual property rights therein. Any works, inventions and          developments, including but not limited to interface code, created by          Corio or its contractors which enables the Software to work with and in          conjunction with Corio's system software or Corio's other hosted          applications, including all copyrights, patents, trade secret rights,          trademarks and other intellectual property rights therein shall be          owned by Corio. Ownership of any works to be created jointly by the          parties, including all copyrights, patents, trade secret rights,          trademarks and other intellectual property rights therein, shall be          decided by the parties at the commencement of such joint efforts. Each          of the parties shall, from time to time, execute and deliver all          documents and other instruments reasonably requested by the other party          to perfect such other party's ownership of the interests set forth in          this Section 2.8.

2.9      NEW PRODUCTS. Updates and Upgrades to the Software are subject to the          terms of this Agreement and are included in the applicable Software          Support and Maintenance fees payable by Corio. Changepoint and Corio          may, in the future, agree that new products and solutions offered by          Changepoint may be added to this Agreement according to the license          fees and other terms and conditions as the parties may agree.

2.10     PREFERRED RELATIONSHIP. During the one (1) year period commencing on          the Effective Date (i) Changepoint and its affiliates, to the extent          they publicly promote, market or advertise hosting services for the          Software, will Publicly Promote Corio as its preferred hosting supplier          and partner for the Software and will, in any non-public marketing or          promotion of the Software, treat Corio as its preferred partner and          supplier of hosting services for the Software, and (ii) Corio and its          affiliates, to the extent they publicly promote, market or

                                       5

                                 CONFIDENTIAL TREATMENT

         advertise the use of a PSA Application in conjunction with the Corio          Services, will Publicly Promote the Software as their preferred PSA          Application and will, in any non-public marketing or promotion of          the hosting services offered by Corio, treat Changepoint as their          preferred supplier and partner for PSA Applications. In this Section          2.10, the term Publicly Promote means any marketing, promotion or          solicitation of business made by any means in public or intended for          reception by the public including, without limitation, in published          sales, advertising and marketing materials, materials or statements          posted on websites, public announcements and press releases, but          does not include sales and marketing materials intended for          reception by a specific customer or prospective customer, any          confidential solicitation of business from a specific customer, nor          any referral from a third party to solicit a specific customer.          Should either party be in violation of the terms of the Preferred          Relationship set forth in this Section 2.10, both parties agree that          the sole and exclusive remedy for such breach is for the accused          party to diligently use best commercial efforts to cease the          activities in violation of this Section 2.10 and to correct the          violation and, as soon as reasonably possible, cease to distribute          or publish and destroy Offensive Materials after receiving written          notice from the other party, and to provide such other party with          commercially reasonable evidence that it has done so. Offensive          Materials, for purposes of this provision, means published sales,





         advertising and marketing brochures and collateral, statements          posted on websites and public announcements and press releases or          any other promotional materials, all intended for viewing by the          public and published by or with the concurrence of the accused party.

2.11.    MARKET DEFINITION. During the term of this Agreement, Corio agrees not          to provide the Software in connection with Corio Services or distribute          the Software under Section 2.5 of this Agreement to the following          companies or their subsidiaries: ***. Corio and Changepoint agree that          on an semi-annual basis, this list of companies will be reviewed by          the parties and each party agrees that its consent to the other          party's request for changes to this list (additions and deletions)          will not be unreasonably withheld or delayed.

3.       DELIVERY OF SOFTWARE.

3.1      DELIVERY AND ACCEPTANCE. Changepoint shall issue to Corio, via          electronic means of delivery, as soon as practicable, one (1)          machine-readable copy of the Software, along with one (1) copy of the          on-line Documentation. Changepoint will provide Corio with five (5)          written copies of the Documentation at no cost, and any additional          written copies at Changepoint's standard charges. Corio acknowledges          that no copy of the source code of the Software will be provided to          Corio. Within one hundred twenty (120) days after delivery of the          Software, Corio shall test the Software for conformance with the          Documentation (Acceptance Test). If the Software performs in          substantial accordance with the Documentation, then Corio shall notify          Changepoint in writing of its acceptance of the Software. In the event          Corio finds material errors or defects with the Software, Corio shall          notify Changepoint in writing of such errors or defects and provide          adequate detail to facilitate Changepoint replicating the error or          defect. Upon receipt of written notice, Changepoint shall have fifteen          (15) days to correct the defect, reinstall the Software at the Corio          site and re-perform the Acceptance Test. If Corio does not accept the          Software after the second Acceptance Test, a third Acceptance Test will          be performed. If after the third

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       6

         Acceptance Test Corio does not accept the Software, Corio may, at          its sole option, elect to (i) repeat the Acceptance Test in          accordance with the provisions of this Section 3.1 as many times as          Corio chooses or (ii) terminate the Agreement and receive a refund          of any fees paid to Changepoint as of such date. Termination of this          Agreement by Corio for non conformance of the Software to the          Documentation under this Section 3.1 shall, upon a refund of all          fees paid to Changepoint, be Corio's sole and exclusive remedy          against Changepoint for any nonconformance of the Software with the          Documentation. Both parties acknowledge that any professional          services provided to Corio subsequent to the installation and          acceptance of the Software are non-essential for the purpose of the          acceptance of the Software.

3.2      NEW VERSIONS. Changepoint shall use commercially reasonable efforts to          provide Corio with any pre-release versions of relevant Updates or          Upgrades of the Software. Changepoint shall make these versions          available to Corio to preview at the earliest possible date.          Changepoint shall provide all such Updates and Upgrades to Corio free          of additional charge and Corio shall provide any such Updates and/or          Upgrades to its Customers within twenty four (24) months after their          release to Corio. Changepoint agrees to make changes to the Software          such that all functionality currently available in the Software will be          one hundred percent (100%) thin client and browser-based as set forth          in the schedule attached hereto as EXHIBIT F and made a part hereof.          Changepoint agrees to promptly provide existing APIs for the Software          to Corio and use commercially reasonable efforts to develop and provide          applicable APIs for the web-enabled version of the Software.

3.3      ADDITIONAL MATERIALS. Changepoint shall use all commercially reasonable          efforts to promptly provide Corio with, at a minimum, the following:          (i) release notes; (ii) beta releases; (iii) contacts at beta          customers, when requested by Corio and subject to the approval of the          Changepoint; (iv) proactive bug notification; (v) Software patches;          (vi) release documentation including technical reference manuals and      &sbsp;   user guides; and (vii) all applicable set-up data, data structures and          other files relevant to installing and integrating the Software, but          not including source code. These materials shall be provided at no cost          to Corio.

4        FEES.

4.1      LICENSE FEES. In consideration for the licenses granted to Corio          pursuant to Section 2 (except Section 2.5) of this Agreement, Corio          shall pay the revenue sharing fees specified in EXHIBIT B hereto.          Payment terms of such revenue sharing fees shall be as set forth in          EXHIBIT B hereto.

4.2      SOFTWARE SUPPORT AND MAINTENANCE FEES. Except with respect to Software          Support and Maintenance under the distribution license granted to Corio          pursuant to Section 2.5 of this Agreement, Corio shall pay to





         Changepoint a Software Support and Maintenance fee for the support          services to be provided by Changepoint specified in Section 5.3 of this          Agreement and EXHIBIT C attached hereto and made a part hereof, and          Updates and Upgrades, according to the fees set forth in EXHIBIT B          hereto. Payment terms of Software Support and Maintenance fees shall be          as set forth in EXHIBIT B hereto. Software Support and Maintenance          shall automatically continue during the term of this Agreement and          thereafter for the remaining term of any contracts Corio has with its          Customers to continue providing the Corio Services, provided that Corio          continues to pay the revenue sharing fees as provided in EXHIBIT B          hereto.

                                       7

                             CONFIDENTIAL TREATMENT

4.3      TAXES. All fees are exclusive of any sales taxes, Goods and Services          use taxes, other use taxes and any other taxes and charges of any kind          imposed by any federal, state, provincial or local governmental entity          for products and services provided under this Agreement, and Corio is          responsible for payment of all taxes concerning the Corio Services,          excluding taxes based solely upon Changepoint's income or revenue.

4.4      AUDIT RIGHTS. Corio shall keep true and accurate books of accounts and          records for determining the amounts payable to Changepoint under this          Agreement. Such books and records shall be kept for at least three (3)          years following the end of the calendar month to which they pertain,          and shall be open for inspection by an independent certified public          accountant reasonably acceptable to Corio, and made subject to Corio's          standard non-disclosure agreement, for the sole purpose of verifying          the amounts payable to Changepoint under this Agreement. Such          inspections may be made no more than once each calendar year, at          reasonable times and upon reasonable notice. Changepoint shall bear all          costs and expenses of such inspection. If any such inspection discloses          a shortfall or an overpayment, the appropriate party shall promptly pay          the amount of such shortfall or refund such overpayment. In addition,          if any such inspection reveals an underpayment of more than five          percent (5%) for the period under audit, Corio shall reimburse          Changepoint for the reasonable cost of the examination.

4.5      REPORTING. Within thirty (30) days following the end of each calendar          month, Corio will submit to Changepoint a report in a form reasonably          acceptable to both parties setting forth the number of Customers and          Software Users which have been licensed to use the Software during the          preceding month, as well as the Application Management Revenue received          by Corio during the preceding month. The report shall also set forth          all amounts collected by Corio pursuant to the Distribution License          granted under Section 2.5 of this Agreement during the preceding month,          and a calculation of all amounts due to Changepoint for such          distributions by Corio during the preceding month.

4.6      INTEREST. In the event any payment by Corio under this Agreement is not          made within thirty (30) calendar days of its due date, interest on any          such unpaid amount shall accrue at a rate of eighteen percent (18%) per          annum, or the maximum amount permitted by law, whichever is less.

4.7      FEE EXCEPTIONS. Changepoint agrees that for all Software Users of the          Corio Services that Corio must use software products from   *** .

5        INSTALLATION SUPPORT, MAINTENANCE AND TRAINING.

5.1      INSTALLATION. Changepoint shall provide Corio with access to full-time          operations personnel at no charge to Corio as part of the installation          project as described in the Corio, Inc.

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       8

                              CONFIDENTIAL TREATMENT

         Statement of Work, dated December 9, 1999 (Statement of Work)          incorporated herein by reference.

5.2      IMPLEMENTATION. Changepoint shall provide Corio with sufficient access          to Changepoint's professional services organization during the first          four (4) implementations of the Software (Corio's internal          implementation as defined in Section 2.3 of this Agreement plus          implementation by three (3) Corio Customers) conducted by Corio and its          Customers subject to the payment by Corio of Changepoint's standard          professional services fee at a *** discount.          Additionally, during the term of this Agreement the parties shall meet          periodically to discuss Updates and Upgrades to the Software to better          support Corio's and its Customers' specific application requirements,          to be provided at no charge to Corio. Changepoint agrees to share its          consulting implementation methodologies with Corio. Corio acknowledges          that such consulting methodologies are confidential information of          Changepoint and shall be used by Corio solely in connection with the





         Software when offered as part of the Corio Services. Changepoint agrees          to provide Corio with proposal development materials.

5.3      SOFTWARE SUPPORT AND MAINTENANCE. Changepoint shall provide Corio with          support described in EXHIBIT C hereto, and maintenance in the form of          Updates and Upgrades, subject to Corio's payment of the fees set forth          in EXHIBIT B hereto. Corio shall be responsible for providing its          Customers with routine technical support of the Software (Levels 1 and          2) as described in the schedule set forth in EXHIBIT C hereto.          Changepoint agrees to provide Level 2 support and maintenance to Corio          for the first four (4) months after the first Customer commences using          the Software in connection with the Corio Services. Corio shall          escalate any technical support questions or problems it is unable to          answer or resolve directly to Changepoint for Changepoint to resolve as          described in the schedule set forth in EXHIBIT C hereto. The support          described in this Section 5.3 and EXHIBIT C hereto shall be provided to          Corio, but Changepoint shall have no obligation to provide any Software          Support or Maintenance services to other third parties. Subject to          Corio's payment of the Software revenue sharing fees as set forth in          EXHIBIT B hereto and the Software Support and Maintenance fee as          provided in Section 2.5 of this Agreement, Changepoint's Software          Support and Maintenance obligation shall continue after termination or          expiration of this Agreement with respect to all Software Users granted          access to the Software prior to termination or expiration of this          Agreement for the remaining duration of each such Software Users'          rights to use the Software pursuant to agreements between Corio and its          Customers. Corio shall assign up to five (5) trained persons to contact          Changepoint on Software Support and Maintenance matters within the          scope of Changepoint's responsibility under EXHIBIT C.

5.4      MANAGEMENT MEETINGS. The parties agree to meet either in person or via          teleconference on no less than a quarterly basis to discuss, without          limitation, engineering, feature-functionality and architecture-related          issues as they pertain to the Software. The specific topics of the          meetings will be determined on a meeting-by-meeting basis. Each party          shall appoint a product manager to coordinate these meetings.          Changepoint may, where appropriate, provide Corio with information          relevant to future Software development efforts, including product and          service roadmap, rollout strategy, and plans for future development          efforts. The product managers shall be those persons set forth on          EXHIBIT A hereto or as subsequently agreed by the parties. The parties          also agree to discuss the amount of Application Management Revenue          received by Corio for Corio Services related to the Software and, at          the end of eighteen (18) months after the Effective Date, the parties          agree to

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       9

                             CONFIDENTIAL TREATMENT

         discuss the license fee structure set forth in EXHIBIT B attached          hereto. Corio agrees to use commercially reasonable efforts to          maximize Application Management Revenue received from Customers for          the Corio Services.

5.5      TRAINING. Changepoint shall provide Corio with training as reasonably          requested by Corio to train Corio's technical and support personnel          regarding implementation, use and operation of the Software at no          charge to Corio as set forth in the Statement of Work. Upon completion          of the Statement of Work, during the first year of this Agreement,          Changepoint shall provide training to Corio employees at Corio's          request subject to payment of Changepoint's standard training fees at a          *** discount. Corio Customers may receive training          directly from Changepoint at Changepoint's normal training fees. Corio          shall otherwise be responsible for training its Customers regarding the          Software. Throughout the term of this Agreement, Changepoint shall          provide Corio with training materials and instruction manuals and the          right to re-distribute these training materials and instruction manuals          to its Customers of the Software solely in connection with the Corio          Services. Further, the parties shall work together and cooperate to          train Corio's sales force and product consultants on the Software and          the alliance contemplated by this Agreement, including without          limitation, how to position, sell and demonstrate the Software to          potential customers.

5.6      OTHER SERVICES. Upon Corio's request, Changepoint shall provide certain          professional services, including without limitation, consulting          services, to Corio or its Customers, subject to the mutual written          agreement on the scope of such services, pricing and other terms and          conditions.

5.7      SALES AND MARKETING EFFORTS. The parties shall engage in joint          marketing and sales activities as set forth in EXHIBIT D attached          hereto and made a part hereof. Additionally, Changepoint agrees to          provide Corio with marketing and sales presentation materials. During          the term of this Agreement, Corio agrees to use commercially reasonable          efforts to develop joint customer references or testimonials. Corio and          Changepoint agree that they will promote each other as a leading PSA          Application vendor and a leading Enterprise ASP, respectively, as long          as the preferred relationship between the parties continues in effect





         as set forth in Section 2.10 of this Agreement.

6        TRADEMARKS.

6.1      RIGHT TO DISPLAY. During the term of this Agreement, each party          authorizes the other party to display and use the other's trademarks,          trade names and logos (collectively, the TRADEMARKS) in connection          with that party's sale, advertisement, service and promotion of the          Corio Services or the Software. Each party shall indicate in all          product, service, publicity and printed materials relating to the Corio          Services or the Software that such trademarks are the property of the          originating party. Upon termination of this Agreement, each party shall          cease all display, advertising and use of all Trademarks of the other          party and shall not thereafter use, advertise or display any trademark,          trade name or logo which is, or any part of which is, confusingly          similar to any such designation association with Corio or the Corio          Services or Changepoint or any Changepoint product.

6.2      PROMOTION MATERIALS AND ACTIVITIES. All representations of the other          party's Trademarks that a party intends to use shall be exact copies of          those used by the other party and shall first be submitted to the          originating party for approval of design, color and use, including use   &bbsp;      in conjunction with advertisement, service and promotional materials,          which consent shall not be unreasonably withheld or delayed. To ensure          trademark quality, each party shall fully

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       10

         comply with all written guidelines provided by the other party          concerning the use of the originating party's Trademarks. Each party          agrees to change or correct any material or activity that the          originating party determines to be inaccurate, objectionable,          misleading or a misuse of the originating party's Trademarks.

6.3      GOODWILL AND TRADEMARKS. Each party acknowledges that the other has and          will have substantial goodwill in its Trademarks used in conjunction          with this Agreement, and agrees it shall not do anything that could          injure, diminish or depreciate the value of the goodwill associated          with the Trademarks or business of the other. All goodwill associated          with the use of each party's Trademarks shall enure exclusively to the          owner of such Trademarks.

6.4      CONDUCT OF BUSINESS. Each party shall conduct its business of marketing          each other's products and services pursuant to this Agreement in a          manner that will reflect favorably on the good name and reputation of          the other party. Each party shall comply with all laws, regulations and          ordinances in dealing with each other and with third parties, and in          performing their respective obligations under this Agreement. Each          party shall refrain from engaging in any unfair or deceptive trade          practice or unethical business practice that could unfavorably reflect          upon the other party and its products or services.

7        WARRANTIES AND DISCLAIMER.

7.1      NO CONFLICT. Each party represents and warrants to the other party that          it is under no current obligation or restriction, nor will it knowingly          assume any such obligation or restriction that does or would in any way          interfere or conflict with, or that does or would present a conflict of          interest concerning the performance to be rendered hereunder or the          rights and licenses granted herein.

7.2      INTELLECTUAL PROPERTY WARRANTY. Changepoint represents and warrants to          Corio that (a) Changepoint is the sole and exclusive owner of the          Software or is a licensee of the Software; (b) Changepoint has full and          sufficient right, title and authority to grant the rights and/or          licenses granted to Corio under this Agreement; (c) the Software does          not contain any materials developed by a third party used by          Changepoint except pursuant to a license agreement; and (d) the          Software does not, to the best of Changepoint's knowledge and belief,          infringe any patent, copyright, trade secret, trademark or other          intellectual property rights of a third party.

7.3      PRODUCT WARRANTY. Changepoint warrants that the Software will perform          in substantial accordance with the Documentation, and the media on          which the Software is distributed will be free from defects in          materials and workmanship under normal use, for a period of one hundred          twenty (120) days after delivery of the Software to Corio for          Acceptance Testing (the Warranty Period). In addition, Changepoint          warrants that during the Warranty Period the Software is free of any          willfully introduced computer virus, or any other similar harmful,          malicious or hidden program or data, which is designed to disable,          erase, or alter the Software, or any other files, data, or software.          If, during the Warranty Period, the Software does not perform in          substantial compliance with the Documentation, Changepoint shall take          all commercially reasonable efforts to correct the Software, or if          correction of the Software is reasonably not possible, at Changepoint's          option, replace such Software free of charge. Changepoint will replace          any defective media returned to Changepoint during the Warranty Period.          In the event any such breach of warranty can not be reasonably          corrected at Changepoint's sole expense, Corio has the right to





         terminate this Agreement and receive a

                                       11

         refund of all prepaid fees, if any. The foregoing are Corio's sole          and exclusive remedies for breach of the foregoing product warranty.          The warranty set forth above is made to and for the benefit of Corio          only. This product warranty shall not apply if:

         (a)      the Software has been not properly installed and used at all                   times and in accordance with the Documentation; and

         (b)      Corio has requested modifications, alterations or additions to                   the Software that cause it to deviate from the Documentation.

7.4      PRODUCT WARRANTY - YEAR 2000 COMPLIANCE. Changepoint warrants that the          Software, when used in accordance with the Documentation, is in all          material respects capable upon installation of accurately processing,          providing and/or receiving date data from, into and between the          twentieth and twenty-first centuries, including the years 1999 and          2000, and leap year calculations; provided that all licensee and third          party equipment, systems, hardware, software and firmware used in          combination with the Software properly exchange date data with the          Software and accurately process, provide and/or receive date data from,          into and between the twentieth and twenty-first centuries, including          the years 1999 and 2000, and leap year calculations. Changepoint's sole          liability under this Section 7.4 is limited to use of reasonable          efforts to correct or replace the defective Software with conforming          Software, and if neither of the foregoing are commercially practicable,          as determined by Changepoint in its reasonable discretion, Changepoint          may, at its option, terminate this Agreement and refund all prepaid          fees, if any. The foregoing are Corio's sole and exclusive remedies for          breach of this Year 2000 warranty and Changepoint's sole obligation.

7.5      CORIO WARRANTIES. Corio represents and warrants that (i) it has the          right and power to enter into and fully perform this Agreement, (ii) in          entering into this Agreement, Corio is not, to the best of its          knowledge and belief, in breach of any contractual&sbsp;or other obligation          to any third party, (iii) it will comply with the terms of its          agreements with its Customers who purchase the right to use the          Software in connection with the Corio Services; (iv) it shall not make          any representations about the Software to third parties, including          Customers, which it is not authorized by Changepoint in writing to          make, or which are not set forth in the Documentation or other written          sales, marketing and training materials provided by Changepoint          intended for distribution to customers, and (v) it shall not make any          representations and warranties on behalf of Changepoint unless          expressly authorized by Changepoint in writing.

7.6      DISCLAIMER. Except as expressly provided herein, CHANGEPOINT LICENSES          THE SOFTWARE TO CORIO ON AN AS IS BASIS. NEITHER PARTY MAKES ANY          OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR          OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR          CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, NONINFRINGEMENT          AND FITNESS FOR A PARTICULAR PURPOSE.

8        INDEMNIFICATION.

8.1      BY CHANGEPOINT. Changepoint shall indemnify, defend and hold harmless          Corio and its Customers from any and all damages, liabilities, costs          and expenses (including reasonable attorneys' fees) awarded by a court          against Corio or its Customers, and from settlements approved in          writing by Changepoint, arising out of any claim that the Software          infringes any patent, copyright, trademark or trade right secret of a          third party; provided that Corio or its Customer promptly notifies          Changepoint in writing of any such claim and promptly tenders

                                       12

         the control and the defense and settlement of any such claim to          Changepoint at Changepoint's expense and with Changepoint's choice          of counsel. Nothing in this provision shall limit Changepoint's          immediate duty to defend Corio and its Customers against any such          claims. Corio or its Customer shall cooperate with Changepoint, at          Changepoint's expense, in defending or settling such claims and          Corio or its Customer may join in defense with counsel of its choice          at its own expense. If the Software is, or in the opinion of          Changepoint may become, the subject of any claim of infringement or          if it is adjudicatively determined that the Software infringes, then          Changepoint may, at its sole option and expense, either (i) procure          for Corio the right from such third party to use the Software, (ii)          replace or modify the Software with other suitable and substantially          equivalent products so that the Software becomes noninfringing, or          if (i) and (ii) are not practicable after Changepoint has exhausted          all reasonable efforts, (iii) terminate this Agreement.

8.2      LIMITATIONS. Changepoint shall have no liability for any infringement          based on (i) the use of the Software other than as set forth in the          Documentation; (ii) the modification of the Software by a party other          than Changepoint, when such infringement would not have occurred but          for such modification, (iii) the combination of the Software with any          other hardware or software product or service when such infringement





         would not have occurred using the Software by itself or (iv) Corio's          copying, distribution or use of the Software after receiving          Changepoint's written notice to Corio of a third party claim of          infringement applicable to the Software.

 8.3     BY CORIO. Corio shall indemnify, defend and hold harmless Changepoint          and its affiliated companies from any and all damages, liabilities,          costs and expenses (including reasonable attorneys' fees) awarded by a          court against Changepoint and its affiliated companies, and from          settlements approved in writing by Corio, for infringement of any          patent, copyright, trademark or trade right secret of a third party          arising out (i) use of the Software by Corio other than as set forth in          the Documentation or as authorized by this Agreement; (ii) modification          of the Software by Corio except as authorized by Changepoint or by this          Agreement, when such infringement would not have occurred but for such          unauthorized modification, (iii) Corio's copying, distribution or use          of the Software after receiving Changepoint's written notice to Corio          of a third party claim of infringement applicable to the Software, or          (iv) a combination of the Software with other hardware or software          product or service, if such infringement would not have occurred using          the Software alone. Corio's obligation to indemnify Changepoint is          subject to Changepoint providing Corio with prompt written notice of          any such claim and promptly tendering the control and the defense and          settlement of any such claim to Corio at Corio's expense and with          Corio's choice of counsel. Nothing in this provision shall limit          Corio's immediate duty to defend Changepoint against any such claims.          Changepoint shall cooperate with Corio, at Corio's expense, in          defending or settling any such claims and Changepoint may join in          defense with counsel of its choice at its own expense.

9        LIMITATION OF LIABILITY.

         EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 2.7, 8, 10 AND 12.3 OF THIS          AGREEMENT, IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR          RELATED TO THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE          EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CORIO HEREUNDER FOR THE          TRANSACTION WHICH THE LIABILITY RELATES TO DURING THE TWELVE (12)          MONTHS IMMEDIATELY PRIOR TO THE CAUSE OF

                                       13

         ACTION FIRST ARISING, EVEN IF IT IS A CONTINUOUS ONE, OR IN THE          AGGREGATE, WITH RESPECT OF ALL CLAIMS ARISING OUT OF OR RELATED TO          THIS AGREEMENT, THE TOTAL AMOUNT ACTUALLY PAID BY CORIO UNDER THIS          AGREEMENT TO CHANGEPOINT. EXCEPT FOR LIABILITY ARISING UNDER          SECTIONS 2.7, 8, 10 AND 12.3 OF THIS AGREEMENT, IN NO EVENT SHALL          EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST          PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR          FOR ANY INDIRECT, INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES          HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT          SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE          PARTIES AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION          OF RISK.

10       CONFIDENTIALITY.

         Each party hereby agrees that it shall not use any Confidential          Information received from the other party other than as expressly          permitted under the terms of the non-disclosure agreement in effect          between the parties dated October 29, 1999, which is incorporated          herein by reference and made a part hereof. For purposes of this          Agreement, Confidential Information means the definition given to          that term in such non-disclosure agreement. The parties agree that          Changepoint's Software and Documentation (except that Documentation          which this Agreement contemplates will be provided to Customers) shall          be deemed Confidential Information subject to that non-disclosure          agreement. The terms and conditions of this Agreement shall also be          deemed Confidential Information subject to that non-disclosure          agreement, but the terms of this Agreement may be disclosed by a party          in connection with a significant transaction involving the merger or          sale of all or a substantial part of the assets of the receiving party.          Further, each party represents and warrants that their respective          employees, agents, contractors or consultants that will be provided the          other party's confidential information have or will have signed          agreements with customary terms containing confidentiality provisions          and assignment of inventions (EMPLOYEE NDA/INVENTION AGREEMENT). Each          party covenants that during the term of this Agreement, it will          continue to require all of such employees, agents, contractors or          consultants to sign an Employee NDA/Invention Agreement.

11       TERM AND TERMINATION.

11.1     TERM. The term of this Agreement shall commence on the Effective Date          and, subject to the provisions of this Agreement, shall continue in          full force and effect for an initial period of five (5) years.          Thereafter, this Agreement shall automatically renew for subsequent one          (1) year periods unless either party provides the other party with          written notification at least thirty (30) days prior to the expiration          of the initial five (5) year term or any one (1) year renewal thereof          of its intention to terminate this Agreement.

11.2     TERMINATION. If either party breaches any material term or condition of          this Agreement and fails to cure such breach within sixty (60) days          after receiving written notice of the breach, the nonbreaching party





         may terminate this Agreement on written notice at any time following          the end of such sixty (60) day period. Notwithstanding the foregoing,          Corio shall have thirty (30) calendar days after receipt of written          notice from Changepoint to cure any nonpayment. Compliance by the          Software with the Software's Documentation after expiration of the          Warranty Period shall be deemed a material condition of this Agreement.          To the extent permitted by applicable law, either party may terminate          this Agreement by

                                       14

         notice in writing to the other party in the event that (i) a          receiver, trustee, liquidator, administrator or administrative          receiver should be appointed for either party or its property, (ii)          either party should become insolvent or unable to pay its debts as          they mature or cease to pay its debts as they mature in the ordinary          course of business, or makes an assignment for the benefit of          creditors or makes a proposal to its creditors or files a notice of          intention to do so, (iii) any proceedings should be commenced          against either party under any bankruptcy, insolvency or debtor's          relief law, and such proceedings are not vacated or set aside within          fifteen (15) days from the date of commencement thereof, or (iv)          either party is liquidated or dissolved (except as part of an          assignment permitted under Section 14.1 of this Agreement).

11.3     EFFECT OF TERMINATION OR EXPIRATION. The following Sections shall          survive the termination or expiration of this Agreement according to          the provisions of this Section 11.3: 2.1, 2,2, 2.3, 4.2, 4,5, 4.6, 4.7,          5.3, 7, 8, 9, 10, 12, 14 and Exhibits B and C. Corio's right to allow          its then-existing Customers and their Software Users to use and access          the Software in accordance with Sections 2.1 and 2.5 of this Agreement          and all payment obligations related thereto shall survive any          termination or expiration of this Agreement only for the remaining term          of any contracts Corio has with its Customers to continue providing the          Corio Services. Changepoint's obligation to provide Software Support          and Maintenance to Corio and its Customers shall survive any          termination or expiration of this Agreement for the remaining term of          any contracts Corio has with such Customers to continue providing the          Corio Services, provided Corio continues to make its revenue share fee          payments (and Software Support and Maintenance payments under Section          2.5 of this Agreement with respect to those licenses) to Changepoint as          specified in this Agreement. Notwithstanding the foregoing, the license          grants in Sections 2.1 and 2.2 of this Agreement, and Changepoint's          continuing obligation to provide Software Support and Maintenance under          Sections 4.2 and 5.3 of this Agreement shall terminate if Changepoint          terminates this Agreement for Corio's non-payment or other material          breach according to the provisions of Section 11.2 of this Agreement.          Sections 7, 8, 9, 10, 12 and 14 of this Agreement shall survive          termination or expiration of this Agreement for any reason. Upon          termination or expiration of this Agreement, each party shall otherwise          return or destroy any Confidential Information of the other party          provided, however, Corio may retain such Confidential Information as is          necessary for Corio to continue supporting it's then-existing Customers          according to the provisions of this Section 11.3. Upon termination or          expiration of this Agreement, all outstanding and unpaid amounts owed          by Corio to Changepoint under this Agreement shall become immediately          due and payable. Section 2.3 of this Agreement shall survive for the          time period provided in such section.

12       SOURCE CODE ESCROW.

12.1     ESCROW ACCOUNT. Within sixty (60) days of the Effective Date,          Changepoint agrees to execute an escrow agreement by and among Corio,          Changepoint and a mutually acceptable escrow agent (the ESCROW          AGENT). The Escrow Agent shall require Changepoint to place in an          escrow account in Toronto a copy of the source code of the Software          including all Updates and Upgrades thereto, documentation and similar          materials (the SOURCE CODE). The escrow agreement shall contain, at a          minimum, the terms and conditions set forth in this Section 12. Corio          shall bear all fees, expenses and other charges to open and maintain          such escrow account. If a Release Condition (as defined in Section 12.2          of this Agreement) occurs and the Escrow Agent provides the Source Code          to Corio under the escrow agreement, Corio agrees to hold the Source          Code in strict confidence, and not to use the Source Code for any          purpose other than those purposes set forth under Section 12.3 of this          Agreement. This

                                       15

         source code escrow shall survive any termination or expiration of          this Agreement for the remaining term of any contracts Corio has          with such Customers to continue providing the Corio Services.

12.2     RELEASE. Corio shall notify Changepoint in writing if it believes that          one of the following events (the RELEASE CONDITIONS) has occurred and          that it intends to seek release of the Source Code from the escrow          account: (i) Changepoint's dissolution or ceasing to do business in the          normal course, except as a result or a merger, amalgamation or sale of          all or a substantial part of the assets of Changepoint, or (ii)          Changepoint's repeated and material breach of Changepoint's Software          Support and Maintenance obligations defined under Section 5 of this          Agreement and EXHIBIT C pertaining to the correction of programming





         errors and such breach is not cured within sixty (60) days of receipt          of written notice thereof from Corio. If Changepoint notifies Corio in          writing that it disputes whether any such event has occurred, officers          of each of the parties shall negotiate for a period of ten (10)          business days to attempt to resolve the dispute. At the end of such ten          (10) business day period, if the parties have not resolved the dispute,          the matter shall be referred to dispute resolution in the manner set          forth in the escrow agreement and there shall be no release until the          dispute is resolved.

12.3     LICENSE. Upon the release of the Source Code to Corio pursuant to          Section 12.2 of this Agreement, Corio shall have a royalty-free,          nonexclusive, nontransferable, right and license at its head office to          use and modify the Source Code to support and maintain the Software          until the expiration or termination of Corio's Customers' License          Agreements for the Corio Services. The object code derived from the          Source Code so modified shall be subject to the same rights and          restrictions on use, reproduction and disclosure that are contained in          this Agreement with respect to the Software. Corio shall not          distribute, sell or sublicense the Source Code or use the Source Code          to develop new products or for commercial purposes other than to          support Customers of the Corio Services. Subject to the licenses          expressly granted in this Agreement, Changepoint shall retain all          right, title and interest in and to the Source Code. Corio may disclose          the Source Code to a contractor(s) for the purposes set forth in this          Section 12.3 provided that such contractor is not a direct or indirect          competitor of Changepoint of any affiliate of Changepoint, and provided          further that such contractor(s) agrees to maintain the Source Code in          strict confidence and to use the Source Code only as expressly          permitted under this Section 12. Access to the Source Code shall be on          a need to know only basis and shall be retained by contractors only for          so long as reasonably required for the purposes set forth in this          Section 12.

13       SHARED RESOURCES.

13.1     OPERATIONS. To the extent not provided for within the Statement of          Work, Changepoint shall provide Corio with access to Changepoint          operations personnel as reasonably requested by Corio, subject to          availability of such personnel and payment by Corio of Changepoint's          standard fees at a twenty percent (20%) discount along with payment by          Corio of reasonable travel and living expenses. These Changepoint          operations personnel shall work together with Corio personnel to          optimize the architecture and performance of the Software in a hosted          environment as well as to help Corio address changes Changepoint has          made to the Software as part of an Update or Upgrade that affect          Corio's ability to host the Software. Changepoint and Corio shall only          commit personnel with expertise in installations, operating          environments and networking functionality.

                                       16

13.2     CONSULTING. To the extent not provided for within the Statement of          Work, Changepoint shall provide Corio with access to Changepoint          consulting personnel as reasonably requested by Corio, subject to          availability of such personnel and payment by Corio of Changepoint's          standard professional services fees at a twenty percent (20%) discount          along with payment by Corio of reasonable travel and living expenses.          These Changepoint consulting personnel shall initially work together          with Corio personnel to develop implementation templates.

13.3     ENGINEERING. Subject to availability of such personnel, Changepoint          shall, on a case by base basis, provide Corio with reasonable access to          Changepoint engineering personnel at no additional cost to Corio. Such          joint engineering work may include product development, including          without limitation, technical and functional application development          and integration.

13.4     OTHER. Any other services not provided for under this Agreement shall          be subject to the terms of a separate agreement between the parties at          a cost to Corio of twenty percent (20%) off Changepoint's standard fees          for the applicable services.

14       MISCELLANEOUS.

14.1     ASSIGNMENT. Neither party may assign this Agreement or any rights or          obligations hereunder, whether by operation of law or otherwise,          without the prior written consent of the other party. Notwithstanding          the foregoing, either party shall have the right to assign this          Agreement in connection with the merger or acquisition of such party or          the sale of all or substantially all of its assets related to this    &bbsp;     Agreement without such consent, except in the case where such          transaction involves a direct competitor of the other party where          consent of the other party will be required. Subject to the foregoing,          this Agreement will bind and inure to the benefit of the parties, their          respective successors and permitted assigns. Any assignment in          violation of this Section 14.1 shall be null and void.

14.2     WAIVER AND AMENDMENT. No modification, amendment or waiver of any          provision of this Agreement shall be effective unless in writing and          signed by the party to be charged. No failure or delay by either party          in exercising any right, power, or remedy under this Agreement, except          as specifically provided herein, shall operate as a waiver of any such          right, power or remedy.





14.3     CHOICE OF LAW; ARBITRATION; VENUE. This Agreement shall be governed by          the laws of the State of California, USA, excluding conflict of laws          provisions and excluding the 1980 United Nations Convention on          Contracts for the International Sale of Goods. Any disputes arising out          of this Agreement shall be resolved by binding arbitration in          accordance with the then-current commercial arbitration rules of the          American Arbitration Association (RULES). The arbitration shall be          conducted by one (1) arbitrator appointed in accordance with the Rules          in San Francisco County, California. A judgment upon the award may be          entered in any court having jurisdiction of the parties, including          without limitation the courts in San Francisco, California. The          non-prevailing party in the arbitration shall pay all fees and charges          of the American Arbitration Association; each party, however, shall be          responsible for the payment of all fees and expenses connected with the          presentation of its respective case.

14.4     NOTICES. All notices, demands or consents required or permitted under          this Agreement shall be in writing. Notice shall be considered          delivered and effective on the earlier of actual receipt or when (a)          personally delivered; (b) the day following transmission if sent by          facsimile followed by written confirmation by registered overnight          carrier or certified United

                                       17

         States or Canadian mail; or (c) one (1) day after posting when sent          by registered private overnight carrier (e.g., DHL, Federal Express,          etc.); or (d) five (5) days after posting when sent by certified          United States or Canadian mail. Notice shall be sent to the parties          at the addresses set forth on the first page of this Agreement or at          such other address as shall be specified by either party to the          other in writing.

14.5     INDEPENDENT CONTRACTORS. The parties are independent contractors with          respect to each other. Each party is not and shall not be deemed to be          an employee, agent, partner or legal representative of the other for          any purpose and shall not have any right, power or authority to create          any obligation or responsibility on behalf of the other.

14.6     SEVERABILITY. If any provision of this Agreement is held by a court of          competent jurisdiction to be contrary to law, such provision shall be     &sbsp;    changed and interpreted so as to best accomplish the objectives of the          original provision to the fullest extent allowed by law and the          remaining provisions of this Agreement shall remain in full force and          effect.

14.7     FORCE MAJEURE. Neither party shall be deemed to be in breach of this          agreement for any failure or delay in performance caused by reasons          beyond its reasonable control, including but not limited to acts of          God, earthquakes, strikes or shortages of materials.

14.8     SUBCONTRACT. Changepoint understands and agrees that Corio shall solely          direct the provision of Corio Services and may subcontract certain          portions of the operations of the Corio Services to third parties at          any time during the term of the Agreement. Corio shall not sublicense          its distribution license rights under Section 2.5.

14.9     BANKRUPTCY. The parties hereto agree that Corio, as a licensee of          Changepoint's intellectual property, shall be afforded all of the          protections afforded to a licensee under Section 365(n) of the United          States Bankruptcy Code, as amended from time to time (the CODE) so          that the Trustee or Debtor in Possession, as defined in the Code, will          not interfere with Corio's license with respect to the Software as          provided in this Agreement, as set forth in Section 365(n) of the Code.          The equivalent provisions of Canadian bankruptcy law shall also apply          to Corio's rights under this Agreement.

14.10    COMPLETE UNDERSTANDING. This Agreement including all Exhibits, the non          disclosure agreement between the parties incorporated herein pursuant          to Section 10 of this Agreement and the Statement of Work referenced in          this Agreement and incorporated by reference herein, constitutes the          final, complete and exclusive agreement between the parties with          respect to the subject matter hereof, and supersedes any prior or          contemporaneous agreement.

14.11    EXPORT CONTROLS AND U.S. GOVERNMENT TRANSACTIONS. Corio agrees that it          shall not export or reexport the Software or Documentation outside the          United States and Canada without first obtaining permission from          applicable authorities in the United States and Canada. Changepoint          agrees to reasonably assist Corio in obtaining any required export          permissions at no additional cost to Corio. Corio agrees not to provide          the Corio Services involving the Software to the United States          government without the prior written consent of Changepoint as to the          form and substance of the restricted rights legends to be applied to          the Software.

14.12    COUNTERPARTS. This Agreement may be executed in any number of          counterparts, each of which shall be deemed an original and which, if          taken together, shall be deemed to constitute one and the same          instrument.

                                       18





14.13    CONSTRUCTION. The fact that one party drafted some or all of this          Agreement shall not be held against such party in any dispute regarding          construction or interpretation of this Agreement or any part of this          Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

CORIO, INC.                                   CHANGEPOINT, INC.

By: _______________________________           By: _____________________________

Name: _____________________________           Name: ___________________________

Title: ____________________________           Title: __________________________

Date: _____________________________           Date: ___________________________

                                       19

                                    EXHIBIT A

                                    SOFTWARE

1.       SOFTWARE.          Changepoint v 5.1

2.       DEMONSTRATION SOFTWARE.          Changepoint v 5.1

3.       RELATIONSHIP MANAGERS. The Corio Relationship Manager shall be:          ____________. The Changepoint Relationship Manager shall be:          _____________.

4.       PRODUCT MANAGERS. For purposes of Section 5.4 of this Agreement, the          Corio product manager shall be: _______________. The Changepoint          product manager shall be:______________________.

                                       20

                              CONFIDENTIAL TREATMENT

                                    EXHIBIT B

                                     PRICING

SOFTWARE: Changepoint v 5.1

REVENUE SHARING FEES:

1.       Corio Customer Application Management Revenue:

         Corio to pay Changepoint *** of all Application          Management Revenue from Corio Customers for use of Changepoint Software          subject to the following limitations.

                A.  The Corio invoice amounts used to calculate the revenues                     subject to this revenue share shall not include Professional                     Service fees or Network access fees.

                B.  These Application Management Revenue fees shall begin                     accruing when the Corio Customer first commences making                     payments to Corio for the Corio Services.

         Software support and maintenance fees are included in the 10% Revenue          Sharing Fee.

PAYMENT TERMS

Revenue Sharing Fees: Quarterly payments shall be due to receiving party, net 30 days after quarter close. Implementation or Professional Service Fees: Net 30 days from date of Changepoint invoice, which shall be issued only after successful completion of each agreed upon milestone.

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       21

                                    EXHIBIT C

                            CUSTOMER SERVICE OUTLINE

CORIO RESPONSIBILITIES:

Corio will provide Level 1 Support and Level 2 Support directly to Customers and Software Users.





Level 1 Support means the service provided in response to the initial phone call placed by a Customer or Software User which identifies and documents an error in the Software. This includes problem source identification assistance, problem analysis, problem resolution, installation planning information and preventative and corrective service information.

Level 2 Support means the service provided to analyze or reproduce the error or to determine that the error is not reproducible. This includes problem recreation and in-depth technical analysis.

Corio shall use all commercially reasonable efforts to promptly provide Changepoint with notification of bugs encountered in the Software.

CHANGEPOINT RESPONSIBILITIES:

Changepoint will provide Level 3 Support to Corio for problems that have been escalated beyond Level 2 Support.

Changepoint will provide Level 3 Support to Corio according to the following problem priority level definitions and respective schedules:

- -    Priority One Problems are those in which the Software fails to perform      major functions on a system-wide basis resulting in a critical business      impact. Changepoint will allocate resources to address the problem within      two (2) business hours.

- -    Priority Two Problems are those in which the functionality of the      Software is substantially restricted or the problem is restricted to      individual workstations. Changepoint will allocate resources to address the      problem within eight (8) business hours.

- -    Priority Three Problems are those in which the functionality of the      Software is slightly restricted. Changepoint will allocate resources to      address the problem within two (2) business days.

- -    Priority Four Problems are minor errors that do not affect the      functionality of the Software. Changepoint will allocate resources to      address the problem within five (5) business days.

Beginning February 15, 2000, Changepoint, as part of Level 3 Support will provide access 24 hours per day, 7 days per week telephone or pager support for Priority One Problems.

Corio shall use all commercially reasonable efforts to promptly provide Changepoint with notification of bugs encountered in the Software.

                                       22

                                    EXHIBIT D

                         SALES AND MARKETING COOPERATION

The parties agree to the following non-binding sales and marketing cooperation efforts:

1.   RELATIONSHIP MANAGERS. The parties' Relationship Managers would attempt to      meet at mutually agreeable times no less than every quarter to review and      coordinate sales efforts and review customer response to the Software and      the Corio Services, and address other topics related to this Agreement.

2.   JOINT MARKETING PLANS. During the term of this Agreement the parties agree      to develop, review and submit to each other new and continuing marketing      plans with respect to the Corio Services and the Software, respectively.

3.   MARKETING FUND. Within six (6) months after the Effective Date of the      Agreement, Corio and Changepoint each would contribute to a marketing fund      to be jointly managed by the parties to promote the sale and marketing of      the Corio Services and the Software. Each party's initial amount of      contribution is Fifty Thousand dollars ($50,000U.S.).

4.   PERSONNEL. Each party agrees to assign sufficient sales or marketing      personnel to assist in the sales and marketing promotional activity set      forth in this Exhibit D.

5.   COOPERATION AND PUBLICITY. Upon mutual agreement, Corio and Changepoint may      engage in the following activities: joint publicity releases, joint      marketing materials, joint marketing calls, joint conference and trade show      efforts, and strategy coordination concerned with promoting the Software      and the Corio Services in the commercial marketplace.

6.   INITIAL CUSTOMERS. Within sixty (60) days after the Effective Date of the      Agreement, Corio agrees to use commercially reasonable efforts to obtain      orders from two (2) Customers for the Corio Services which include access      to the Software.

7.   SALES INCENTIVES. During the period of their preferred relationship, the      parties will provide their internal and external sales personnel sufficient      incentives designed to actively promote and encourage cross selling of the      Corio Services and the Software, respectively.

                                       23





                                    EXHIBIT E

                      CUSTOMER LICENSE TERMS AND CONDITIONS

1.    THIRD-PARTY BENEFICIARY. Changepoint, Inc. (Changepoint) shall be a       direct and intended third-party beneficiary to this Agreement.

2.    AUDIT. Changepoint's independent certified auditors will have the right,       exercisable not more than once every twelve (12) months, to inspect upon       reasonable notice and during End User's regular business hours, End User's       relevant records to verify End User's compliance with the terms of this       Agreement and/or Changepoint's compliance with its obligations to       Changepoint.

3.    NO ADDITIONAL WARRANTY. CORIO MAY PROVIDE THE SOFTWARE TO END USERS WITH       ONLY THOSE WARRANTIES GIVEN BY CHANGEPOINT TO CORIO IN THE ATTACHED       AGREEMENT. ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED,       OR STATUTORY, ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED       WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND       NONINFRINGEMENT. CORIO SHALL BE SOLELY RESPONSIBLE FOR ANY WARRANTIES IT       MAY GIVE TO END USERS WHICH ARE IN ADDITION TO OR OTHERWISE DIFFERENT FROM       THOSE WARRANTIES GIVEN BY CHANGEPOINT TO CORIO IN THE ATTACHED AGREEMENT.

4.    LIMITATION OF LIABILITY. IN NO EVENT WILL CHANGEPOINT BE LIABLE UNDER SUCH       AGREEMENT FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION,       LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR       CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE       FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED       HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT,       INCLUDING NEGLIGENCE, EVEN IF CHANGEPOINT HAS BEEN ADVISED OF THE       POSSIBILITY OF SUCH DAMAGES. IN ADDITION, CHANGEPOINT WILL NOT BE LIABLE       FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE OR       SAID SERVICES. CHANGEPOINT'S, LIABILITY UNDER SUCH AGREEMENT FOR DIRECT,       INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND,       INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY EVENT, EXCEED       THE FEE PAID BY END USER TO CHANGEPOINT UNDER SUCH AGREEMENT.

5.    SOFTWARE USER LIMITS. The Software may only be used by the number of       Software Users licensed under Customer agreements with Corio for the       Software as part of the Corio Services.

6.    RESTRICTIONS ON END USE. Software Users shall not reverse engineer the       Software and shall maintain the Software in confidence.

                                       24

                              CONFIDENTIAL TREATMENT

                                    EXHIBIT F

                        SCHEDULE FOR WEB-ENABLED SOFTWARE

LEGEND

  [CLOCK]    Feature shall exist in v5.2 of the Software (shipping              approximately Dec 15, 1999)

   Q1/Q2    Feature planned for Q1 or Q2 calendar year 2000

- ------------------------------------------------------------------------------------ FEATURE DESCRIPTION                                               BROWSER CLIENT - -------------------                                               --------------                                                                 - ------------------------------------------------------------------------------------ MY FAVOURITES - ------------- - ------------------------------------------------------------------------------------ Home Page - ------------------------------------------------------------------------------------             Reminders                                                 *** - ------------------------------------------------------------------------------------             Workflow                                                  *** - ------------------------------------------------------------------------------------             Approve/Reject Time                                       *** - ------------------------------------------------------------------------------------             Approve/Reject Expense Reports                            *** - ------------------------------------------------------------------------------------             Approve/Reject Invoices                                   *** - ------------------------------------------------------------------------------------             Scheduled Activities                                      *** - ------------------------------------------------------------------------------------             Pipeline Report                                           *** - ------------------------------------------------------------------------------------ My Contacts - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Maintain List                                             *** - ------------------------------------------------------------------------------------ Projects - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------





            Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment             &bbsp;                           *** - ------------------------------------------------------------------------------------             Change Status                                             *** - ------------------------------------------------------------------------------------             Gantt Planning Tool                                       *** - ------------------------------------------------------------------------------------             Reassign Project                                          *** - ------------------------------------------------------------------------------------             Project Rollup                                            *** - ------------------------------------------------------------------------------------             MSP Integration                                           *** - ------------------------------------------------------------------------------------ Tasks - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                             CONFIDENTIAL TREATMENT

            Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Reorder                                                   *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------             Update Billing Role                                       *** - ------------------------------------------------------------------------------------             Status Task                                               *** - ------------------------------------------------------------------------------------             Baseline                                                  *** - ------------------------------------------------------------------------------------             Create Sub-Project                                        *** - ------------------------------------------------------------------------------------ Timesheet - ------------------------------------------------------------------------------------             View Time                                                 *** - ------------------------------------------------------------------------------------             Book Time                                                 *** - ------------------------------------------------------------------------------------             Status Tasks                                              *** - ------------------------------------------------------------------------------------             Central Time Booking                                      *** - ------------------------------------------------------------------------------------ Expense sheet - ------------------------------------------------------------------------------------             View Expenses                                             *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       25

                            CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                             Enter Expenses                                            *** - ------------------------------------------------------------------------------------             Create Expense Report                                     *** - ------------------------------------------------------------------------------------             Central Expense Submission                                *** - ------------------------------------------------------------------------------------ Team Folders - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create New Items                                          *** - ------------------------------------------------------------------------------------             Edit Items                                                ***





- ------------------------------------------------------------------------------------             Create New Team Folders                                   *** - ------------------------------------------------------------------------------------ Availability - ------------------------------------------------------------------------------------             View Calendar                                             *** - ------------------------------------------------------------------------------------             Update Calendar                                           *** - ------------------------------------------------------------------------------------ DIRECTORY - --------- - ------------------------------------------------------------------------------------ Companies - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------ Contacts - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Resource - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Group Homepages                                           *** - ------------------------------------------------------------------------------------             Personal Options                                          *** - ------------------------------------------------------------------------------------ Product - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                CONFIDENTIAL TREATMENT

MARKETING - --------- - ------------------------------------------------------------------------------------ Prospects - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Import from file                                          *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Leads - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Campaigns - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                  &bbsp; *** - ------------------------------------------------------------------------------------             Edit                                                      ***





- ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Competition - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       26

                           CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Corporate News - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ SALES - ----- - ------------------------------------------------------------------------------------ Opportunities - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                          &sbsp;           *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------ Activities - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Print                                                     *** - ------------------------------------------------------------------------------------             Mark Complete                                             *** - ------------------------------------------------------------------------------------             Customize                                                 *** - ------------------------------------------------------------------------------------ Sales Management - ------------------------------------------------------------------------------------ CLIENT SERVICES - --------------- - ------------------------------------------------------------------------------------ Engagements - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                &bbsp;                        *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.





                                CONFIDENTIAL TREATEMNT

            Resource Scheduling                                       *** - ------------------------------------------------------------------------------------             Resource Search                                           *** - ------------------------------------------------------------------------------------             Skill Search                                              *** - ------------------------------------------------------------------------------------ SUPPORT DESK - ------------ - ------------------------------------------------------------------------------------ Support Customers - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------ Calls - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Book Time                                                 *** - ------------------------------------------------------------------------------------ Knowledge Base - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Search                                                    *** - ------------------------------------------------------------------------------------ Assets - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       27

                             CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                 FINANCE - ------- - ------------------------------------------------------------------------------------ Invoices - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Submit for Approval                                       *** - ------------------------------------------------------------------------------------             Print                                                     *** - ------------------------------------------------------------------------------------             Approve/Reject Invoice                                    *** - ------------------------------------------------------------------------------------             Create Credit Note                                        *** - ------------------------------------------------------------------------------------             Edit Credit Note                                          *** - ------------------------------------------------------------------------------------             Record Payment                                            *** - ------------------------------------------------------------------------------------             Archive Invoice                                           *** - ------------------------------------------------------------------------------------ Expense Advance - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Currency Exchange - ------------------------------------------------------------------------------------             Add Exchange Rate                                         ***





- ------------------------------------------------------------------------------------             Modify Exchange Rate                                      *** - ------------------------------------------------------------------------------------ Time - ------------------------------------------------------------------------------------             De-Submit Time                                            *** - ------------------------------------------------------------------------------------             Transfer Time/Expense                                     *** - ------------------------------------------------------------------------------------ REPORTING - --------- - ------------------------------------------------------------------------------------             Report Viewing                                            *** - ------------------------------------------------------------------------------------             Report Favorites                                          *** - ------------------------------------------------------------------------------------             OLAP Analysis Tools                                       *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       28

                                    EXHIBIT G

                              CHANGEPOINT SOFTWARE

                  LICENSE AND MAINTENANCE AGREEMENT (U.S.A. SS)

   Between:                                    and:    -------------------------------------------------------------------------------------                                                 CHANGEPOINT INC.                             CORIO, INC.

   1595 Sixteenth Avenue                        700 Bay Road    Suite 700                                    Suite 210    Richmond Hill, Ontario                       Redwood City, CA   94063    Canada                                       U.S.A.    L4B 3N9    -------------------------------------------------------------------------------------    (hereinafter referred to as Changepoint)   (hereinafter referred to as Customer)

Contract No.  _______________

This Agreement sets out the terms pursuant to which Customer may use the Licensed Materials (as that term is hereinafter defined). This Agreement also sets out the terms pursuant to which Changepoint will provide Implementation Services and Maintenance Services to Customer.

The CHANGEPOINT Software License and Maintenance Agreement - Terms and Conditions on the following pages of this document and the attached Appendix A form an integral part of this Agreement.

The parties by their authorized representatives and intending to be legally bound have entered into this Agreement as of the ___ day of _____, 1999 (the Effective Date).

CHANGEPOINT INC.                               CORIO, INC.

Signature ________________________             Signature _____________________

Name _____________________________             Name __________________________

Title ____________________________             Title _________________________

                                       29

                              CHANGEPOINT SOFTWARE

                       LICENSE AND MAINTENANCE AGREEMENT -

                              TERMS AND CONDITIONS

                           ARTICLE 1 - INTERPRETATION

1.1      DEFINITIONS

         In this Agreement and in Appendix A the following terms shall have the respective meanings ascribed to them as follows:

(A)      AFFILIATE means with respect to any person, any other person directly          or indirectly controlling, controlled by, or under common control of          such person. Control as used here means the legal, beneficial or          equitable ownership, directly or indirectly, of more than 50% of the          aggregate of all voting interests in such entity.

(B)      BUSINESS DAYS means Monday through Friday excluding any day which is





         a nationally observed holiday in both the United States of America and          Canada.

(C)      BUSINESS HOURS means 8:00 a.m. - 7:00 p.m. Eastern Time on Business          Days.

(D)      CLIENT ACCESS LICENSE means a Software License which authorizes          Customer to install a Component of the Licensed Software on a single          client device (e.g. - computer workstation).

(E)      COMPONENTS mean the components of the CHANGEPOINT Software referred          to in Appendix A.

(F)      CONFIDENTIAL INFORMATION means (i) all information of either party or          its affiliates or of third persons to whom a party owes a duty of          confidence that is marked confidential, restricted or proprietary or          that may reasonably be considered as confidential from its nature or          from the circumstances surrounding its disclosure; and (ii) the          Licensed Materials.

(G)      DOCUMENTATION means in relation to the Licensed Software, the user          documentation made generally available by Changepoint to customers          which have been granted a license from Changepoint to use the Licensed          Software.

(H)      INSTALLATION FEES has the meaning given to it in Section 4.2.

(I)      INSTALLATION SERVICES has the meaning given to it in Section 3.2.

(J)      INTELLECTUAL PROPERTY RIGHTS includes all worldwide intellectual and          industrial property rights including all rights in each country to          copyrights, trademarks, service marks, patents, inventions, industrial          designs, trade secrets, trade dress and all other proprietary rights.

(K)      LICENSE means Customer's license to use the Licensed Materials          described in Article 2 and in Appendix A.

(L)      LICENSE FEES means the license fees to be paid by Customer to          Changepoint which are described in Section 4.1.

(M)      LICENSED MATERIALS means the Licensed Software and Documentation and          includes Maintenance Releases and Enable Codes which Changepoint may          from time to time provide to Customer hereunder.

(N)      LICENSED SOFTWARE means the Components of the CHANGEPOINT Software in          object code format licensed to Customer hereunder and described in          Appendix A and such additional Components of the CHANGEPOINT Software          which Customer and Changepoint hereinafter agree shall be added to          Appendix A.

(O)      MAINTENANCE has the meaning given to it in Section 4.2.

(P)      MAINTENANCE FEES has the meaning given to it in Section 4.2.

(Q)      MAINTENANCE RELEASE means new versions and releases of the Licensed          Software which Changepoint makes generally available to its customers          who have contracted with it to receive Maintenance Service for the          Licensed Software.

(R)      MAINTENANCE SERVICES means the services described in Section 7.2.

(S)      SOFTWARE LICENSES means the utilization licenses and associated          restrictions with respect to the Licensed Software granted to Customer          hereunder which are set forth in Appendix A.

(T)      WARRANTY PERIOD means the period as set out in Appendix A.

(U)      WARRANTY SUPPORT means the warranty support set forth in Section          6.1(a).

                               ARTICLE 2 - LICENSE

2.1      LICENSE

(a)      Subject to the provisions of this Agreement including the provisions of Article 8, Changepoint hereby grants to Customer and Customer hereby accepts from Changepoint the perpetual, personal, non-transferable and non-exclusive Software Licenses to use the Licensed Software for Customer's internal business purposes. Customer may also make a reasonable number of back-up copies, but not to exceed two (2) copies, of the Licensed Software for use as part of Customer's disaster recovery plan.

(b)      The Licensed Materials may be used only as set out in this Agreement and Customer agrees not to make any copies (whether in electronic or any other form) or use thereof other than as expressly permitted herein or by Changepoint in writing in advance, even if it is technically feasible to do so. Without limiting the generality of the foregoing, Customer agrees to use the Licensed Software only to the extent authorized by the Software Licenses.

(c)      Customer's License to use the Licensed Materials shall commence on the Effective Date.

2.2      DOCUMENTATION

                                       30





         The Documentation may be used by Customer at Customer sites for the purpose of assisting Customer in using the Licensed Software for the internal business purposes of Customer. Changepoint agrees to deliver one copy of the Documentation to Customer in either printed or electronic form. Documentation provided in machine readable form may be printed and used solely for the internal business purposes of Customer. No other reproduction or use of the Documentation is permitted.

2.3      THIRD PARTY USERS

         For the purpose of operating Customer's business, the parties intend that certain unrelated third parties with whom Customer has a business relationship such as a supplier or customer and the employees of such third person (hereunder Business Third Parties), will have limited right to use certain Components of the Licensed Software solely for the purpose of providing services to Customer. All such persons must execute an agreement in writing with Customer to maintain the Confidential Information in confidence and to use the Licensed Materials only as permitted. Customer agrees to strictly enforce the provisions of such non-disclosure agreements set forth in this Section 2.3 and all other provisions of this Agreement as applicable to any and all uses of the Licensed Materials.

                      ARTICLE 3 - DELIVERY AND INSTALLATION

3.1      DELIVERY OF LICENSED MATERIALS

         Changepoint agrees to deliver to Customer one (1) copy of the most current release and version of the Licensed Materials. The Documentation will be provided solely in the English language.

3.2      INSTALLATION SERVICES

         Changepoint agrees to provide the installation services (the Installation Services) described in Appendix A.

3.3      ENABLE CODES

         To enable Customer to install the Licensed Software, Changepoint will provide Customer with information or data which are intended to enable the Licensed Software to be used ( the Enable Codes). The Enable Codes are designed to enable Customer to use the Licensed Software in accordance with the number of Software Licenses acquired hereunder. Customer acknowledges and agrees that additional Enable Codes will need to be obtained from Changepoint if Customer acquires one or more additional Software Licenses from Changepoint. Customer agrees not to, and shall cause all users not to, modify, adapt or create derivative works of any Enable Codes provided, develop or have developed any Enable Codes, or use any Enable Codes other than those provided by Changepoint.

                       ARTICLE 4 - PRICE AND PAYMENT TERMS

4.1      LICENSE FEES

         Customer shall pay to Changepoint the license fees described in Appendix A (the License Fees). The License Fees shall be due and paid as provided for in Appendix A.

4.2      MAINTENANCE AND INSTALLATION FEES

         Customer agrees to pay to Changepoint the Maintenance Fees and the Installation Fees set out in Appendix A.

4.3      TAXES AND INTEREST

(a)      Customer shall pay (and Changepoint shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with this Agreement, including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added and personal property taxes on any payments due Changepoint in connection with the Licensed Materials and/or Maintenance Services and other services provided hereunder, excluding only income taxes payable by Changepoint.

(b)      All overdue payments shall bear interest at a rate of 12% per annum on the amounts outstanding from the time such amounts become due until payment is received by Changepoint.

           ARTICLE 5 - PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION

5.1      TITLE TO LICENSED MATERIALS

         Customer acknowledges and agrees that Changepoint or licensors of Changepoint shall retain all right, title and interest in and to the Licensed Materials and all copies thereof, including, without limitation, the Intellectual Property Rights therein, and that nothing herein transfers or conveys to Customer any ownership right, title or interest in or to the Licensed Materials or to any copy thereof or any license right with respect to same not expressly granted herein, including, without limitation, with respect to the Intellectual Property Rights therein.

5.2      CONFIDENTIAL INFORMATION

(a)      Each party agrees to maintain the confidentiality of the Confidential Information of the other party and to use same only as expressly authorized herein. Each party shall safeguard and maintain the other party's Confidential





Information in strict confidence and shall not disclose, provide, or make the Confidential Information or any part thereof available in any form or medium to any person except to such party's employees, and to contractors and consultants of

                                       31

such party who have executed an agreement in writing to protect such Confidential Information and who have a need to access such Confidential Information hereunder.

(b)      The provisions of Section 5.2(a) shall not apply to any information which: (i) was at the time of disclosure to a party, in the public domain, (ii) after disclosure to a party becomes part of the public domain through no fault of the receiving party, (iii) was in the possession of the receiving party prior to the time of disclosure to it without any obligation of confidence or any breach of confidence, (iv) was received after disclosure to a party from a third party who had a lawful right to disclose such information to it, (v) was independently developed by a party without reference to the confidential information of the other party or (vi) was ordered to be disclosed by a court, administrative agency, or other governmental body with jurisdiction over the parties hereto, provided that the ordered party will first have provided the disclosing party with prompt written notice of such required disclosure and will take reasonable steps to allow the disclosing party to seek a protective order with respect to the confidentiality of the information required to be disclosed. Further, the ordered party will promptly cooperate with and assist the disclosing party in connection with obtaining such protective order.

5.3      PROTECTION OF PROPRIETARY RIGHTS

(a)      Customer shall not remove any proprietary, copyright, patent, trade mark, design right, trade secret, or any other proprietary rights legends from the Licensed Materials.

(b)      Customer agrees not to disassemble, decompile, translate or convert into human readable form or into another computer language, reconstruct or decrypt, or reverse engineer, all or any part of the Licensed Materials in accordance with law. Further, Customer shall not write or develop any derivative works or computer programs based upon any part of the Licensed Materials.

5.4      EXPORT OF SOFTWARE

         Customer will not export or re-export the Licensed Materials or any copies thereof, either directly or indirectly, outside of the country in which such materials are delivered to Customer except in compliance with all applicable laws, ordinances and regulations. Customer shall have the exclusive obligation to ensure that any export of the Licensed Materials is in compliance with all applicable export laws and the laws of any foreign country.

                      ARTICLE 6 - WARRANTIES OF CHANGEPOINT

6.1      WARRANTY AND DISCLAIMERS

(a)      Changepoint warrants that during the Warranty Period: (i) the Licensed Software will conform substantially to the description thereof in the Documentation, and (ii) the media upon which the Licensed Software and Documentation are provided will be free from defects in materials and workmanship.

(b)      Changepoint warrants that the Licensed Software shall be able to accurately process date data (including but not limited to, calculating, comparing, and sequencing) from, into and between the 20th and 21st century (the Y2K Warranty). However, such warranty does not apply to any failures to process date data that result from any software other than the Licensed Software or hardware or which relate to accepting data from any system not supplied by Changepoint. For greater clarity the Y2K Warranty shall only apply if Customer uses the Software in accordance with the Documentation.

(c)      Customer's exclusive remedy and Changepoint's sole obligation with respect to the breach of any of the foregoing warranties is for Changepoint to (i) make commercially reasonable efforts to correct or provide Customer with a workaround for the failure of the Licensed Software to conform substantially to the description thereof in the Documentation or to comply with the Y2K Warranty, as the case may be, or, at Changepoint's sole option, provide Customer with a refund for the License Fees paid with respect to such Licensed Software, and (ii) provide Customer with replacement media in the event there are defects in materials or workmanship in the media upon which the Licensed Software and Documentation are provided if the media is returned to Changepoint within the Warranty Period.

(d)      OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 6.1(A) AND 6.1(B), CHANGEPOINT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE. CHANGEPOINT DOES NOT REPRESENT OR WARRANT THAT (I) THE LICENSED MATERIALS WILL MEET CUSTOMER'S BUSINESS REQUIREMENTS, (II) THE OPERATION OF THE LICENSED SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR (III) THAT ALL PROGRAMMING ERRORS CAN BE CORRECTED.

(e)      Customer is responsible for taking precautionary measures to prevent the loss or destruction of customer data and databases such as, for example, making regular backups and verifying the results obtained from using the





Licensed Materials, and Changepoint shall have no obligations or liability whatsoever with respect to any such loss or destruction.

6.2      LIMIT OF LIABILITY

(a)      FOR ANY BREACH OR DEFAULT BY CHANGEPOINT OF ANY OF THE PROVISIONS OF THIS AGREEMENT, OR WITH RESPECT TO ANY CLAIM ARISING HEREFROM OR RELATED HERETO, EXCEPT FOR ANY CLAIM FOR BREACH OF SECTION 5.2 (UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION), OR FOR BREACH OF SECTION 6.4(A) (INTELLECTUAL PROPERTY INDEMNITY), CHANGEPOINT'S ENTIRE LIABILITY, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT OR TORT, INCLUDING

                                       32

NEGLIGENCE, SHALL IN NO EVENT EXCEED (I) THE AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE LICENSED MATERIALS, (II) THE AMOUNT PAID BY CUSTOMER FOR THE MAINTENANCE SERVICE THAT IS THE SUBJECT OF THE CLAIM IF THE CLAIM RELATES TO A BREACH OR DEFAULT BY CHANGEPOINT OF THE PROVISIONS OF ARTICLE 7, (III) THE AMOUNT PAID BY CUSTOMER FOR THE INSTALLATION SERVICE THAT IS THE SUBJECT OF THE CLAIM IF THE CLAIM RELATES TO A BREACH OR DEFAULT BY CHANGEPOINT OF THE PROVISIONS OF THIS AGREEMENT PERTAINING TO INSTALLATION SERVICE, OR (IV) IN THE AGGREGATE WITH RESPECT TO ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT.

(b)      IN NO EVENT WILL CHANGEPOINT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE, LOST BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS OR ANY CLAIM AGAINST CUSTOMER BY ANY OTHER PERSON (EVEN IF CHANGEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE).

(c)      CHANGEPOINT SHALL BE LIABLE TO CUSTOMER AS EXPRESSLY PROVIDED IN THIS AGREEMENT BUT SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER IN CONTRACT, TORT OR OTHERWISE TO CUSTOMER INCLUDING ANY LIABILITY FOR NEGLIGENCE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY CUSTOMER, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.

6.3      LIMITATION PERIOD

         Neither party may bring an action, regardless of form, arising out of or related to this Agreement (other than to recover License Fees or Maintenance Fees) more than two (2) years after the cause of action has arisen or the date of discovery of such cause, whichever is later.

6.4      INTELLECTUAL PROPERTY CLAIMS

(a)      Changepoint will defend or (at its option) settle, any claim or action brought against Customer to the extent that it is based on a claim that the Licensed Materials infringe any copyright, patent, trade secret or trademark enforceable in the United States of America of any third person (an Infringement Claim) and will indemnify Customer against damages and costs awarded against Customer by a court of competent jurisdiction by final order from which no appeal is taken or the time for appealing has expired, provided that Customer notifies Changepoint promptly in writing of same, and provided further that Customer permits Changepoint to control the litigation and to defend, compromise or settle the claim and provides all available information, assistance and authority to enable Changepoint to do so. Changepoint shall not be liable to reimburse Customer for any compromise or settlement made by Customer without Changepoint's prior written consent, or for any legal fees or expenses incurred by Customer in connection with such claim. Customer shall have no authority to settle any claim on behalf of Changepoint.

(b)      Should the Licensed Materials or any of them become, or in Changepoint's sole opinion be likely to become, the subject of a claim of infringement, misappropriation, or violation of an Intellectual Property Right (an Infringement Claim) Changepoint may (i) procure for Customer, at no cost to Customer the right to continue to use the Licensed Materials which are the subject of the Infringement Claim (ii) replace or modify the Licensed Materials or part thereof subject to such Infringement Claim with software or documentation of at least comparable functionality, at no cost to Customer, or (iii) if neither of the forgoing alternatives are reasonably practical in Changepoint's sole judgement, remove the component that is the subject of the Infringement Claim or any or all other parts of the Licensed Materials and refund to Customer the License Fees paid by Customer for the part removed as depreciated on a straight line five (5) year basis from the date of delivery of the part to Customer.

(c)      Notwithstanding the foregoing, Changepoint shall have no liability for any claim that is based on (i) the use of other than the latest release and version of the Licensed Materials, if such infringement could have been avoided by the use of the latest version and release and such version or release had been made available to Customer, (ii) the use or combination of the Licensed Materials with software, hardware or any other product not provided by Changepoint, or (iii) any modification to the Licensed Materials or use of the Licensed Materials other than as expressly authorized herein or as expressly described or recommended in writing by Changepoint.

(d)      This Section 6.4 states the entire liability of Changepoint and Customer's sole remedies with respect to any Infringement Claim.

            ARTICLE 7 - MAINTENANCE AND ENHANCED MAINTENANCE SERVICE





7.1      TERM

(a)      Following the expiry of the Warranty Period, Changepoint shall provide Customer with Maintenance Services during successive annual maintenance terms (each such term is referred to here as a Maintenance Term) provided that Customer pays to Changepoint the Maintenance Fees for each Maintenance Term as and when due hereunder.

(b)      Customer or Changepoint may terminate Maintenance Services at the end of a Maintenance Term by providing the other with no less than thirty (30) days prior written notice before the end of the Maintenance Term.

                                       33

7.2      MAINTENANCE SERVICE

(a)      During the Warranty Period and each Maintenance Term, Changepoint will provide Maintenance Releases to Customer. Changepoint will also during Business Hours provide telephone assistance to Customer with respect to initial error diagnosis and support regarding the functionality of the Licensed Software. Maintenance Service shall be provided by Changepoint to up to three (3) customer support staff who are trained and knowledgeable in the use of the Licensed Materials and who have been designated from time to time by Customer to request and receive such service.

(b)      As part of Maintenance Service and Warranty Support, Customer will have access to Changepoint's CHANGEPOINT Knowledge Base technical database which contains technical information concerning the use of the Licensed Software. Customer acknowledges that information in this database may not have been verified by Changepoint. Accordingly, Changepoint shall have no responsibility hereunder with respect to any inaccurate or incomplete information contained in the CHANGEPOINT Knowledge Base or the use thereof by Customer.

7.3      SERVICES NOT INCLUDED

(a)      Maintenance Services and Warranty Support does not include or apply to any of the following: (i) making modifications to the Licensed Materials for Customer, (ii) user training, (iii) consultation for new programs or equipment, (iv) hardware problems including any malfunction of hardware, or to any external causes affecting the Licensed Materials including the media upon which the Licensed Materials are provided such as accident, disaster, electrostatic discharge, fire, flood, lightning, water or wind, or (v) correction of errors attributable to software other than the&bbsp;Licensed Software. Changepoint may charge Customer at its then applicable list price for providing such services. Changepoint may also charge Customer at its then applicable list price for analysis or removal of errors which are caused by improper operation or handling of the Licensed Materials or caused by circumstances unrelated to Changepoint. Payment for these services shall be made by Customer within 30 days of invoicing by Changepoint.

(b)      The obligation to provide Maintenance Services is subject to the following: (i) Maintenance Services are only provided for the Licensed Software provided under this Agreement, (ii) if Customer ceases to pay for and receive Maintenance Services and later requests Maintenance Services, Customer will be required to pay to Changepoint the Maintenance Fees not paid during the period in which the service was discontinued, and (iii) Maintenance Services need not be provided by Changepoint if Customer is not using the most current or an immediately previous release of the Licensed Materials, or if Customer has made any modifications to the Licensed Materials and (iv) Changepoint has no obligation to provide Customer with any Maintenance Services unless Customer has paid for the Maintenance Services in advance as required hereunder.

                        ARTICLE 8 - TERM AND TERMINATION

8.1      TERM

         This Agreement shall be effective on the Effective Date and shall terminate in accordance with this Article.

8.2      TERMINATION

         Either party may by notice in writing terminate this Agreement if (i) the other party breaches or fails to observe or perform any of its obligations set out in this Agreement, including failure to pay any License Fees due and owing, and fails to cure such breach or failure within thirty (30) days after written notice; or (ii) either party becomes insolvent, or makes an assignment for the general benefit of creditors, or any proceedings are commenced by or against either party under any bankruptcy or insolvency laws or if proceedings for the appointment of a trustee, custodian, receiver, or receiver manager for either party are commenced, or if either party ceases or threatens to cease to carry on business.

8.3      RETURNING LICENSED MATERIALS

         Within fifteen (15) days after termination or expiration of this Agreement for any reason, Customer shall return to Changepoint the original and all copies of the Licensed Materials in the possession or control of Customer (including any copies in the possession or control of Business Third Parties or other Users) and shall certify to Changepoint in writing that all such copies have been so returned and/or deleted from all computer records. Customer shall also cease to use the Licensed Materials and ensure that all Business Third Parties to whom Customer has given access to the Licensed Software also cease to use the Licensed Materials.





8.4      SURVIVAL

         The parties hereto agree that the provisions of Sections 3.3 (the last sentence), 4.3, 6.2, 6.3 and 8.3, 9.9 and 9.10 and Article 5 shall survive and remain in full force and effect after the termination of the License or this Agreement for any reason.

                               ARTICLE 9 - GENERAL

9.1      HEADINGS

         The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the Agreement, as the case may be. The terms this Agreement, hereof, hereunder and similar expressions in this Agreement refer to this Agreement and not to any particular Article, Section or other portion and include any Agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

                                       34

9.2      EXTENDED MEANINGS

         In this Agreement words importing the singular number only shall include the plural and VICE VERSA, and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations. The terms provision and provisions in this Agreement refer to terms, conditions, provisions, covenants, obligations, undertakings, warranties and representations in this Agreement.

9.3      NOTICES

         For the purposes of this Agreement, and for all notices and correspondence hereunder, the addresses of the respective parties have been set out at the beginning of this Agreement and no change of address shall be binding upon the other party hereto until written notice thereof is received by such party at the address shown herein. All notices shall be effective upon receipt if delivered personally or sent by facsimile and seven (7) days after mailing if sent by registered mail.

9.4      CURRENCY

                      All references to currency are deemed to mean lawful money                       of the United States of America unless expressed to be in                       some other currency.

9.5      FORCE MAJEURE

         If the performance of this Agreement, or any obligation thereunder except the making of payments hereunder is prevented, restricted, or interfered with by reason of: fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labour disputes; inability to procure or obtain delivery of parts, supplies, power, equipment or software from suppliers, war or other violence; any law, order, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected shall take all reasonable steps to avoid or remove such cause of non-performance and shall resume performance hereunder with dispatch whenever such causes are removed.

9.6      SEVERABILITY

         The parties agree that it is the intention of each party not to violate any public policy, statutory or common law or government regulation. To the extent that any provision, portion or extent of this Agreement is deemed to be invalid, illegal or unenforceable, such provision, portion or extent shall be severed and deleted herefrom or limited so as to give effect to the intent of the parties insofar as possible and the parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provisions and each remaining provision so remaining shall be enforced.

9.7      ASSIGNMENT

         Customer may assign this Agreement without Changepoint's consent (i) to an Affiliate of Customer; or (ii) to a purchaser of all or substantially all of Customer's assets. Otherwise, neither this Agreement nor any rights granted hereby may be transferred or assigned by Customer to any other person without Changepoint's prior written consent, (such consent shall not be unreasonably withheld), and any such attempted assignment shall be null and void. In the event Customer assigns this Agreement to a third person as permitted by this Section 9.7 or with consent from Changepoint, Customer shall cease all use of the Licensed Materials and destroy or cause to be destroyed all copies thereof within its possession or control and the third party assignee shall agree in writing with Changepoint to assume all of Customer's obligations hereunder. Customer shall also certify in writing to Changepoint that the foregoing has been accomplished. This Agreement shall enure to the benefit of and be binding upon any successor or assign of Changepoint or, any permitted successor or assign of Customer. The parties agree that Changepoint may delegate to affiliates of Changepoint and to agents, suppliers, contractors and resellers of Changepoint any of the obligations herein imposed upon Changepoint and





Changepoint may disclose to any such persons any information required by them to perform the duties so delegated to them, but such delegation shall not relieve Changepoint of its performance obligations hereunder.

9.8      WAIVER

 &sbsp;       No modification, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure of either party in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.

9.9      GOVERNING LAW

                 This Agreement shall be governed by and construed in                       accordance with the laws of the State of New York without                       reference to its conflict or choice of law rules or                       principles. Customer hereby submits to the non-exclusive                       jurisdiction of the courts of the State of New York for                       any legal action arising out of this Agreement or the                       performance of the obligations hereunder or thereunder.                       This Agreement shall be deemed to be made in the State of                       New York, and Customer agrees not to commence any action,                       suit or proceeding against Changepoint or any affiliate of                       Changepoint or any of their employees, officers or                       directors in any jurisdiction other than the State of New                       York.

                                       35

9.10     DISPUTE RESOLUTION AND ARBITRATION

                 In the event that any dispute or disagreement between                       Customer and Changepoint with respect to the                       interpretation of any provision of this Agreement, the                       performance of Changepoint or Customer under this                       Agreement, or any other matter that is in dispute between                       the parties related to this Agreement, upon the written                       request of either party, the parties will meet for the                       purpose of resolving such dispute. The parties agree to                       discuss the problem and negotiate in good faith without                       the necessity of any formal proceedings related thereto.                       No formal proceedings for the resolution of such dispute                       may be commenced until either party concludes in good                       faith that the applicable resolution through continued                       negotiation of the matter in issue does not appear likely.                       The parties further agree that all disputes hereunder                       which cannot be settled in the manner hereinbefore                       described (any such dispute is referred to here as a                       Dispute) will be settled by final and binding                       arbitration conducted in accordance with the American                       Arbitration Association (or any successor thereto), as                       amended from time to time. Judgment upon the award                       rendered in any such arbitration may be entered in any                       court having jurisdiction thereof, or application may be                       made to such court for a judicial acceptance of the award                       and an enforcement, as the law of such jurisdiction may                       require or allow.

         Notwithstanding the foregoing, disputes with respect to any Infringement Claim including without limitation any claim based on the infringement, violation or misappropriation of any Intellectual Property Right shall not be settled by arbitration, without the prior written consent of the parties.

                      The arbitration panel will be composed of one person                       appointed by the party requesting the arbitration (the                       Applicant), one person appointed by the other party (the                       Respondent) and a third person to act as chairperson,                       chosen by the two arbitrators, or, if both parties agree,                       the arbitration panel will consist of a sole arbitrator.                       No person may be appointed as an arbitrator unless he or                       she is independent of the Applicant and Respondent, is                       skilled in the subject matter of the Dispute and is not                       directly or indirectly carrying on or involved in a                       business being carried on in competition with the business                       of the parties. The decision of the arbitration panel                       shall be made by a majority vote or by the sole                       arbitrator, as the case may be. In the event of the                       failure of the arbitration panel to reach a majority                       decision, the decision of the chairperson shall constitute                       the decision of the arbitration panel. The venue for the                       arbitration shall be at the City of New York, New York                       unless otherwise agreed to by the parties in writing.

                                       36

                             CONFIDENTIAL TREATMENT

Corio/Changepoint Rev. 12/13/99





Confidential/Draft

                                   APPENDIX A

The Components which are the subject of the License, the Software Licenses granted to Customer and the fees payable to Changepoint hereunder are as follows:

1.       LICENSED SOFTWARE

         The Components of the CHANGEPOINT Software which are licensed to          Customer hereunder are the following: CHANGEPOINT, SQL edition, version          5.2, for an unlimited number of users, including the following modules:          - Service Delivery Management          - Project and Resource Management          - Customer Relationship Management          - Support Management.

2.       SOFTWARE LICENSES

         The utilization rights of Customer are as follows:

         (a)  Customer is granted an unlimited number of Client Access Licenses.               Each Client Access License entitles Customer to receive one (1)               Enable Code from Changepoint which will enable Customer to have               one (1) user use the Licensed Materials.

         (b)  Customer may install Licensed Software on one or more computer               servers as it desires.

3.       LICENSE FEES

         The License Fee is ***.

4.       WARRANTY PERIOD

         The Warranty Period for the Licensed Software shall mean the period          commencing on the Effective Date and ending ninety (90) days          thereafter.

5.       MAINTENANCE FEES

         (a)  Customer will pay Changepoint for each Maintenance Term an annual               maintenance fee (the Annual Maintenance Fee). The Annual               Maintenance Fee is 18% of the undiscounted License Fees due to               Changepoint hereunder and is payable annually in advance. The               first Annual Maintenance Fee is due upon the expiration of the               Warranty Period and is ***. Subsequent Annual Maintenance Fees               are due on the anniversary of the date the first Annual               Maintenance Fee is due. Additional Maintenance Fees that result               from the acquisition of additional Software Licenses shall become               due when the additional Software Licenses are given to Customer               and shall be prorated to the end of the Maintenance Term.

         (b)  The Maintenance Fees may be increased annually by Changepoint by               providing Customer with notice of not less than thirty (30) days               prior to the end of a Maintenance Term. Changepoint agrees not to               increase its Maintenance Fees annually by more than six percent               (6%) from the fees charged in the previous Maintenance Term.

6.       INSTALLATION SERVICES TO BE PROVIDED BY CHANGEPOINT

         (a)  Changepoint agrees to provide the following services               (Installation Services) to Customer:

         Executive Expectations Review                ***          Project Management                           ***          Infrastructure Support                       ***

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       1

                            CONFIDENTIAL TREATMENT

Corio/Changepoint Rev. 12/13/99 Confidential/Draft

         Systems Configuration & Installation         ***          Implementation Support                       ***          Administrator Training                       ***          Train-the-Trainer Training                   ***

         (b)  Customer agrees to pay Changepoint for any Installation Services               requested by Customer and provided by Changepoint at the daily               rates listed in 6(a) above.

         (c)  Changepoint does not guarantee that all services will be provided               for the above-mentioned fees. The fees may be higher or lower               depending on the actual services requested by Customer.

         (d)  Customer shall reimburse Changepoint for reasonable travel               expenses, and reasonable incidental expenses relating to               Installation Service and Maintenance Service at Changepoint's then





              current prices then in effect. Changepoint shall invoice Customer               for such fees and expenses on a monthly basis. Customer shall not               be liable for the aforesaid expenses unless Customer has given               Changepoint approval to incur them.

CHANGEPOINT INC.                               CORIO, INC.

Signature ________________________             Signature _____________________

Name _____________________________             Name __________________________

Title ____________________________             Title _________________________

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       2 
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?
[EX A]:
Changepoint, Inc. ("Changepoint") shall be a       direct and intended third-party beneficiary to this Agreement.