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 the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

[EX Q]: Exhibit 10(l)

LICENSE AND HOSTING AGREEMENT

THIS LICENSE AND HOSTING AGREEMENT (Agreement) is made effective as of the 17t h day of October, 2007 (Effective Date), by and between Transaction Applications Group, Inc., a Nebraska corporation (TAG), and Legacy Marketing Group, Inc., a California corporation (LMG).

BACKGROUND. This Agreement is the License and Hosting described in  Section 1.5 of the Asset Purchase Agreement between the parties dated the date hereof (the Purchase Agreement). It describes the terms and conditions under which TAG will Use and access the LMG Tools, CSC Software and Other Third Party Software until the date that is six (6) months after transition of the TPA Services for the New Customers from LMG's software and systems to TAG's software and systems. (Conversion Date) or such other date as is specified in Exhibit A. Capitalized terms used but not defined in this Agreement shall have the meaning given them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and intending to be legally bound hereby, LMG and TAG agree as follows:

ARTICLE I AGREEMENT AND DEFINITIONS

Agreement. The parties agree that the terms and conditions of this Agreement apply to the provision of LMG Tools, CSC Software, Other Third Party Software and LMG Services to TAG by LMG.

Certain Definitions. The following definitions apply to this Agreement:

Applicable Specifications means the functional, performance, operational, compatibility, and other specifications or characteristics of the LMG Tools, CSC Software and Other Third Party Software described in the applicable Documentation or necessary for TAG to provide the TPA Services to the New Customers and perform its obligations under the New Customer Contracts.

CSC Software means the computer programs identified in  Exhibit A licensed by LMG from Computer Sciences Corporation (CSC), including object code (including microcode) and/or where available to LMG source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of CSC Software also includes any enhancements, translations, modifications, updates, releases, or other changes to CSC Software.

Documentation means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, supporting materials, and other information relating to the LMG Tools, CSC Software and Other Third Party Software or used in conjunction with the TPA Services, whether distributed in print, magnetic, electronic, or video format.





LMG Tools means the LMG-developed computer programs identified in  Exhibit A, including, where applicable object code (including microcode) and/or source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of LMG Tools also includes any enhancements, translations, modifications, updates, releases, or other changes to LMG Tools.

LMG Services means the support, hosting and other services, functions and responsibilities provided or to be provided by LMG pursuant to this Agreement.

Other Third Party Software means the computer programs identified in Exhibit A licensed by LMG from third parties other than CSC, including object code (including microcode) and/or where available to LMG source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of Other Third Party Software also includes any enhancements, translations, modifications, updates, releases, or other changes to Other Third Party Software.

ARTICLE II LICENSE OF LMG TOOLS

Grant of License. LMG grants TAG a worldwide, nonexclusive, irrevocable, perpetual license to load, execute, access, employ, use, store, or display (Use) the object code version of the LMG Tools and Documentation (the License) for the period specified in Exhibit A in accordance with the terms and conditions of this Agreement.

TAG may Use the LMG Tools and Documentation solely to provide TPA Services to or for the New Customers and Terminated Customers, and perform its obligations under the Administrative Services and Teaming Agreement, New Customer Contracts and Subcontracts including performing disaster recovery, disaster testing, and backup as TAG deems necessary.

The License grant includes a license under all current and future patents owned by or licensed to LMG that are applicable to the LMG Tools and Documentation or the provision or receipt of the LMG Services, to the extent necessary to exercise any of the foregoing rights.

LMG acknowledges and agrees that the New Customers may have access to and Use of the LMG Tools and Documentation under the terms of the New Customer Contracts.

The License also includes the right to Use the source code version of LMG Tools in accordance with the terms and conditions of Section 3.7.

Except as specified in this Agreement, the License does not permit TAG to sublicense, rent or allow third parties to Use the LMG Tools or Documentation.

Proprietary Markings and Duplication. TAG shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within the LMG Tools or Documentation. TAG may duplicate Documentation, at no additional charge, for TAG's Use or for Use by a TAG in connection with the provision of LMG Tools so long as all required proprietary markings are retained on all duplicated copies.

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Ownership of LMG Tools and Modifications. The LMG Tools and Documentation shall be and remain the property of LMG, and TAG shall have no right or interest therein except as set forth in this Agreement. TAG shall be entitled to modify the LMG Tools and Documentation and to develop software derivative of or interfacing with the LMG Tools. All modifications of and software derivative of the LMG Tools and Documentation developed by TAG shall be and remain the property of TAG, and LMG shall have no rights or interests therein.

Protection of LMG Tools. TAG will treat the LMG Tools and Documentation with the same degree of care and confidentiality that TAG provides for similar information belonging to TAG which TAG does not wish disclosed to the public, but not less than reasonable care. This provision shall not apply to LMG Tools or Documentation, or any portion thereof, which is (a) already known by TAG without an obligation of confidentiality, (b) publicly known or becomes publicly known through no unauthorized act of TAG, (c) rightfully received from a third party without obligation of confidentiality, (d) disclosed without similar restrictions by LMG to a third party, (e) approved by LMG for disclosure, or (f) required to be disclosed pursuant to a requirement of a governmental agency or law so long as TAG provides LMG with timely prior written notice of such requirement. It will not be a violation of this Section 2.4 if TAG provides access to and the Use of the LMG Tools or Documentation to any third party contractor so long as TAG secures execution by such third party contractor of a confidentiality agreement as would normally be required by TAG.

ARTICLE III SUPPORT AND HOSTING SERVICES

CSC Software. LMG will maintain, through the Conversion Date, its existing license for the CSC Software and provide TAG access to and an irrevocable look access only right and license to use the CSC Software and applicable Documentation. Contemporaneously with the execution of this Agreement, TAG, LMG and CSC shall execute a nondisclosure and non-use agreement granting TAG a license in the CSC Software sufficient for TAG to perform the TPA Services and otherwise satisfy its obligations under the New Customer Contracts, Subcontracts and Administrative Services and Teaming Agreement (the CSC Agreement). TAG's use of, and LMG's rights regarding, the CSC Software will be governed by the terms of the CSC Agreement and not the terms of this Agreement. At TAG's request, LMG shall exercise and make available to TAG all rights and benefits available to it under LMG's existing license with CSC including LMG's rights to receive error corrections, support, maintenance and upgrades to or for the CSC Software.

Other Third Party Software. LMG will maintain, through the Conversion Date or such other date as is specified in Exhibit A, its existing licenses for the Other Third Party Software and provide TAG access to and an irrevocable look access only right and license to use the Other Third Party Software and applicable Documentation. LMG, with the reasonable cooperation of TAG, will obtain from the applicable third party vendors all licenses, consents, authorizations and approvals that are necessary or appropriate for TAG to so Use the Other Third Party Software for purposes of performing the TPA Services and fulfilling its obligations under the New Customer Contracts, Subcontracts and Administrative Services and Teaming Agreement.  At TAG's request, LMG shall exercise and make available to TAG all rights and benefits available to it under LMG's existing license with the applicable third party vendors including LMG's rights to receive error corrections, support, maintenance and upgrades to or for the Other Third Party Software.

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Support Services. LMG shall provide the following with respect to the LMG Tools, CSC Software, Other Third Party Software and Documentation for the period specified in Exhibit A:

LMG shall provide (or will cause the third party vendor to provide) to TAG all error corrections and all operational and support assistance necessary to cause the LMG Tools, CSC Software and Other Third Party Software to perform in accordance with their Applicable Specifications. LMG shall also provide remedial support designed to provide a by-pass or temporary fix to a defect until the defect can be permanently corrected.

LMG shall provide (or will cause the third party vendor to provide) to TAG all upgrades, modifications, improvements, enhancements, extensions, and other changes to LMG Tools developed by LMG.

LMG shall provide (or will cause the third party vendor to provide) to TAG any revisions to the existing Documentation developed for the LMG Tools, CSC Software and Other Third Party Software or necessary to reflect all corrections, updates, upgrades, modifications, improvements, enhancements, extensions or other changes thereto.

LMG shall provide training to TAG with respect to the use of the LMG Tools, Other Third Party Software and Documentation as reasonably requested by TAG.

Hosting Services. LMG shall host the LMG Tools, CSC Software and Other Third Party Software at its existing data center facility in Petaluma, California for the period specified in Exhibit A. Except for downtime for scheduled maintenance, LMG shall make the LMG Tools, CSC Software and Other Third Party Software available to users between 7:00 a.m. to 9:00 p.m. Eastern Time. Notice of scheduled maintenance shall be provided to TAG via email at least ten (10) days before the scheduled maintenance. LMG shall be financially and operationally responsible for the hosting environment including maintenance, repair, replacement and upgrade, and the performance, availability, reliability, compatibility and interoperability of the LMG Tools, CSC Software, Other Third Party Software and hosting environment. LMG shall provide the hosting services through a dedicated telecommunications connection to TAG. The equipment, connectivity and other items located at LMG's existing data center facility in Petaluma, California that is described in Exhibit C to the Administrative Services and Teaming Agreement are included within the hosting environment and access to be provided by LMG under this Section 3.4.

Retained LMG Personnel. LMG shall exercise commercially reasonable efforts to maintain the employment of the LMG employees identified in Exhibit B (Retained Employees) for the estimated retention period specified in Exhibit B or such other period as TAG may reasonably request (Retention Period). LMG shall cause them to devote the same amount of time and attention to the performance of the services under this Agreement as they presently devote to such services.  In all events, LMG shall retain a sufficient number of qualified personnel to perform the LMG Services. The Retained Employees shall be employees of LMG for all purposes.  LMG shall be solely responsible for funding and distributing benefits under the benefit plans in which the Retained Employees participate and for paying any compensation and remitting any income, disability, withholding and other employment taxes for such Retained Employees. For clarity, the foregoing shall not affect TAG's obligation to reimburse LMG for the costs specifically identified as reimbursable by TAG during the period, and under the terms and conditions, set forth in  Sections 4.1 and  4.2 of this Agreement.

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Reports. LMG shall provide TAG with reports pertaining to the performance of the LMG Services and LMG's other obligations under this Agreement that permit TAG to perform the TPA Services and monitor and manage LMG's performance. Without limitation, TAG may identify reports to be generated by LMG and delivered to TAG on an ad hoc or periodic basis.

Source Code. Upon TAG's request, LMG will promptly provide to TAG one copy of the most current version of the source code for the LMG Tools. Thereafter, LMG will promptly and continuously update and supplement the source code as necessary with all revisions, corrections, enhancements, and other changes that LMG has developed for the LMG Tools.  If LMG breaches this Agreement or no longer provides the LMG Services for the LMG Tools, then LMG or its authorized agent will promptly provide to TAG one copy of the most current version of the source code for the LMG Tools, the License shall include the right to Use the source code version of the LMG Tools received under this Section as necessary to modify, maintain, and update the LMG Tools in accordance with the terms and conditions of this Agreement.

Continued Performance. LMG understand that TAG requires Use of the LMG Tools, CSC Software, Other Third Party Software, Documentation and LMG Services in order to perform the TPA Services for the New Customers. Accordingly, LMG agrees that LMG will perform its obligations under this Article in a manner that does not degrade, diminish or otherwise interfere with the TPA Services or result in any default by, or liability of, TAG under the New Customer Contracts (including any default or liability with respect to service levels or quality of service). Without limitation, LMG shall not under any circumstance, even during a dispute, suspend, terminate, diminish or degrade the performance of the LMG Tools, CSC Software, Other Third Party Software or LMG Services, or attempt or threaten to do the same.

ARTICLE IV CHARGES

Reimbursement Generally.  In consideration of the LMG Services and other obligations to be performed by LMG under this Agreement, TAG will reimburse LMG for the following items.

reasonable actual salary and direct benefits, consistent with past practice, paid to or on behalf of the Retained Employees during their Retention Period; provided that the total amount to be reimbursed under this Section 4.1(a) shall not exceed $783,367 per quarter, pro-rated for the number of days in any partial quarter of the Term,

any retention bonuses, salary increases (including for replacement personnel) or other change agreed to by the parties, and

during the period between the Effective Date and the date specified in Exhibit A, the designated percentage identified in Exhibit A of the reasonable actual out-of-pocket costs for the CSC Software and Other Third Party Software provided that the total amount to be reimbursed under this Sections 4.1(c) and Section 4.2 of the Administrative Services and Teaming Agreement shall not exceed the applicable amount identified in Section 4.2 of the Administrative Services and Teaming Agreement.

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The parties acknowledge that since not all of the Retained Employees will be dedicated solely to the performance of services under this Agreement, TAG will reimburse LMG only for a pro rata portion of the above-described salary and benefits based upon the documented and verifiable percentage of their working hours spent performing services for TAG.

4.2 Conditions of Reimbursement.

TAG shall have the right to approve any changes to the salary, benefits or other compensation of the Retained Employees and any new contracts, extensions or other changes to or for the items for which it is reimbursing LMG.  Such approval shall not be unreasonably withheld. LMG will advise TAG of any significant (i.e., more than ten percent (10%)) increase in any reimbursable costs, and TAG shall have the opportunity to require replacement or substitution of new or different sources for the items intended to achieve an overall lower cost.  LMG shall exercise commercially reasonable efforts to minimize such costs and, as a condition to TAG's reimbursement obligations, shall provide such detail and documentation as TAG may reasonably request.

LMG will invoice TAG monthly for its reasonable estimate of the amount due under Section 4.1 for that month. The first such invoice shall be delivered within five (5) days after the Effective Date and shall cover the period between the Effective Date and October 31, 2007. LMG shall reconcile the actual reimbursable costs incurred by TAG for the applicable month with such estimate in the invoice for the next month.

TAG shall make payment within twenty (20) days after receipt of LMG's invoice. Any amount not paid when due will thereafter bear interest at the rate of one percent (1%) per month.

TAG may contest, in good faith, any portion of an invoice and withhold payment of such contested amount, provided that TAG pays the portion of any invoice that it does not contest and attempts to try to resolve the dispute. Once the matter is resolved, TAG shall pay the agreed-upon amount within five (5) days thereafter.

Except as otherwise agreed by the parties in writing, there are no other or additional charges under this Agreement. LMG shall be responsible for all expenses that it may incur in connection with this Agreement. TAG agrees, however, to reimburse LMG for all reasonable and necessary travel and other out-of-pocket expenses that have been pre-approved by TAG in writing.

Extension of Conversion Date. TAG and LMG expect that the Conversion Date will occur on or before October 31, 2009. TAG may extend the Conversion Date to a date that is six (6) months after transition of the TPA Services for the New Customers from LMG's software and systems to TAG's software and systems; provided that the foregoing shall not be construed as requiring the extension of the license to the CSC Software, which the parties acknowledge expires twenty-seven (27) months after the Effective Date under the terms of the CSC Agreement. TAG shall seek to give LMG at least ninety (90) days (but in no event shall provide less than sixty (60) days) prior notice of any such extension.  If the delay was caused by TAG, the parties shall negotiate and agree upon an equitable adjustment to the reimbursable items and limits thereon based upon LMG's increased costs of performing the LMG Services during the extension.

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ARTICLE V WARRANTIES, INDEMNITIES, AND LIABILITIES

Warranty. LMG represents and warrants that:

The LMG Tools, CSC Software, Other Third Party Software and Documentation are and shall be free and clear of all liens and encumbrances, and TAG shall be entitled to Use them without disturbance;

No portion of the LMG Tools, CSC Software and Other Third Party Software contains, at the time of delivery, any back door, time bomb, Trojan horse, worm, drop dead device, virus, or other computer software routines or hardware components designed to (i) permit access or Use of such software or TAG's computer systems by LMG or a third party not authorized by this Agreement, or (ii) disable, damage or erase the software or data;

The LMG Tools, CSC Software and Other Third Party Software and the design thereof shall not contain preprogrammed preventative routines or similar devices which prevent TAG from exercising the rights granted to TAG under this Agreement or from utilizing the software for the purpose for which they were designed; and

Each item of LMG Tools and, to LMG's knowledge, the CSC Software and Other Third Party Software (i) shall be free from defects and (ii) shall function properly under ordinary Use and operate in conformance with its Applicable Specifications and Documentation.

During the period specified in Exhibit A, LMG will provide warranty service to TAG at no additional charge and will include all LMG Services or replacement software necessary to enable LMG to comply with the warranties set forth in this Agreement.

5.2 LMG Infringement Indemnification

LMG represents and warrants that (i) no LMG Tools, CSC Software, Other Third Party Software or Documentation provided under this Agreement is the subject of any claim, dispute, demand or litigation (Claim), and (ii) LMG has all right, title, ownership interest, and/or  rights necessary to provide such software and Documentation to TAG and that the License, the LMG Tools and Documentation and their license and Use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (Infringement). LMG shall indemnify and hold TAG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses including legal fees (Losses) resulting from or arising out of any breach or claimed breach of the foregoing warranties, or which is based on a claim of an Infringement and LMG shall defend and settle, at its expense, all suits or proceedings arising therefrom. TAG shall inform LMG of any such Claim against TAG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

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LMG shall notify TAG of any Claims against LMG based on an alleged Infringement of any party's intellectual property rights in and to the LMG Tools, CSC Software, Other Third Party Software or Documentation. In the event an injunction is sought or obtained against Use thereof or in TAG's opinion is likely to be sought or obtained, LMG shall promptly, at its option and expense, either (i) procure for TAG the right to continue to Use the infringing software or Documentation as set forth in this Agreement, or (ii) replace or modify the infringing software or Documentation to make its Use non-infringing while being capable of performing the same function without degradation of performance.

LMG's indemnification obligations under this Section 5.2 will expire twelve (12) months after the Conversion Date.

Notwithstanding the foregoing, LMG shall have no liability or obligation to any of the TAG ndemnities under this  Section 5.2 to the extent the claim of Infringement is caused by TAG's contributions to, misuse of or unauthorized modification of such item.

5.3 TAG Indemnification

TAG shall indemnify and hold LMG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all Losses resulting from or arising out of (i) any Infringement by software provided by TAG or PSC or (ii) TAG's contributions to, misuse of or unauthorized modification of LMG Tools, CSC Software, Other Third Party Software or Documentation provided by LMG under this Agreement; provided, however, that TAG shall have no obligation under this Section to the extent (A) the claim or Infringement was the result of LMG's failure to obtain the required consents or approvals for which it is responsible, (B) LMG failed to provide written notice of the duties, obligations or restrictions to which TAG is subject, or (C) TAG's contributions to, use of, modification or other activities is consistent in all material respects with LMG's activities in the twelve (12) months prior to the Effective Date. TAG shall defend and settle, at its expense, all suits or proceedings arising therefrom. LMG shall inform TAG of any such Claim against LMG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

TAG shall notify LMG of any Claims against TAG described in Section 5.3(a). In the event an injunction is sought or obtained against Use of software provided by TAG or PSC, or in LMG's opinion is likely to be sought or obtained, TAG shall promptly, at its option and expense, either (i) procure for LMG the right to continue to Use the infringing software, or (ii) replace or modify the infringing software to make its Use non-infringing while being capable of performing the same function without degradation of performance.

TAG's indemnification obligations under this Section 5.3 will expire twelve (12) months after the Conversion Date.

Notwithstanding the foregoing, TAG shall have no liability or obligation to any of the LMG ndemnities under this  Section 5.3 to the extent the claim of Infringement is caused by LMG's contributions to, misuse of or unauthorized modification of such item.

Other Indemnification.  LMG shall indemnify and hold TAG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all Losses resulting from or arising out of any Claim by New Customers arising from or relating to a breach of LMG's obligations under this Agreement. Notwithstanding the foregoing, LMG shall not be responsible for the claims based upon breach of new or additional obligations agreed to by TAG and the New Customers after the Effective Date without the prior approval of LMG; provided that

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the service levels in the New Customer Contracts, which are based upon, the service levels being achieved by LMG as of the effective date shall not be considered new or additional obligations.  LMG shall defend and settle, at its expense, all suits or proceedings arising therefrom. TAG shall inform LMG of any such Claim against TAG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

Limitation of Liability. Neither party shall be liable to the other pursuant to this Agreement for any amounts representing loss of profit, loss of business or indirect, consequential, exemplary, or punitive damages of the other party.  The foregoing shall not limit the indemnification, defense and hold harmless obligations set forth in this Agreement other than those set forth in Section 5.4 and shall not apply with respect to damages or losses arising from the wrongful termination of this Agreement by LMG, willful misconduct, gross negligence or breach of LMG's obligations under Section 3. 8.

5.6 Insurance

During the Term of the Agreement, LMG shall maintain and keep in force, at its own expense, the following minimum insurance coverages and minimum limits:

workers' compensation insurance, with statutory limits as required by the various laws and regulations applicable to the employees of LMG;

employer's liability insurance, for employee bodily injuries and deaths, with a limit of $500,000 each accident;

commercial general liability insurance, covering claims for bodily injury, death and property damage, including premises and operations, LMG's vicarious liability for acts of independent contractors, products, services and completed operations (as applicable to the Services), personal injury, contractual, and broad-form property damage liability coverages, with combined single limit of $1,000,000 per occurrence, and a general aggregate limit of $2,000,000, for bodily injury, death and property damage;

commercial automobile liability insurance, covering owned, non-owned and hired vehicles, with combined single limit of $1,000,000 per occurrence;

umbrella liability insurance, with a minimum limit of $5,000,000 per occurrence and $5,000,000 in the aggregate;

special form property insurance, on a replacement cost basis, covering the real and personal property of LMG which LMG is obligated to insure by the Agreement; such real and personal property may include equipment, furniture, fixtures and supply inventory; and

employee dishonesty insurance covering dishonest acts of employees; such insurance shall include a Joint Loss Endorsement in favor of TAG and be written for limits not less than $500,000.

All such policies of insurance of LMG shall provide that the insurer will give at least thirty (30) days prior written notice of cancellation to TAG. No such cancellation or material modification shall affect LMG's obligation to maintain the insurance coverages required by the Agreement. TAG shall be named as an additional insured on the commercial general liability insurance policies described above. All liability insurance policies shall be written on an occurrence policy form except for the policies described in (vii) and (viii) above

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which shall be on a claims made basis. TAG shall be named as loss payee as its interest may appear on the property insurance policies of LMG. LMG shall be responsible for payment of any and all deductibles from insured claims under its policies of insurance. All required policies of insurance will be placed with insurers with no less than an A.M. Best rating of A- VII. The coverage afforded under any insurance policy obtained by LMG pursuant to the Agreement shall be primary coverage regardless of whether or not TAG has similar coverage. LMG shall not perform under the Agreement without the prerequisite insurance. Upon TAG's request, LMG shall provide TAG with certificates of such insurance including renewals thereof.

The parties do not intend to shift all risk of loss to insurance. The naming of TAG as additional insured is not intended to be a limitation of LMG's liability and shall in no event be deemed to, or serve to, limit LMG's liability to TAG to available insurance coverages or to the policy limits specified in this Section 5.6 nor to limit TAG's rights to exercise any and all remedies available to TAG under contract, at law or in equity.

Survival of Article V. The provisions of this Article V shall survive the term or termination of this Agreement for any reason.

ARTICLE VI TERMINATION

Term. This Agreement shall become effective as of the Effective Date and, unless terminated under this Article, shall continue in effect until the Conversion Date (the Term); provided that, with respect to any LMG Tools identified in Exhibit A as having a license term beyond the Conversion Date, TAG's License to, and LMG's obligation to provide LMG Services for, such LMG Tools shall survive for the period specified in Exhibit A.

Termination for Cause. In the event that either party materially defaults in the performance of its duties or obligations set forth in this Agreement, and such default is not cured within thirty (30) days after written notice is given to the defaulting party specifying the default, then the party not in default may, by giving written notice thereof to the defaulting party, terminate the Agreement as of a date specified in such notice of termination.

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Termination for Insolvency or Bankruptcy. Either party may immediately terminate this Agreement by giving written notice to the other party in the event of (a) the liquidation or insolvency of the other party, (b) the appointment of a receiver or similar officer for the other party, (c) an assignment by the other party for the benefit of all or substantially all of its creditors, (d) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, or (e) the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtors' law for its relief or reorganization.

Termination Assistance. Commencing upon a notice of termination under Section 6.2 or 6.3 (including notice based upon default by TAG) and continuing for a period, designated by TAG, of up to twelve (12) months thereafter, LMG shall provide to TAG the reasonable termination assistance requested by TAG to allow the LMG Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the LMG Services to TAG or its designee (Termination Assistance). Termination Assistance shall include the following:

LMG shall provide all such information and assistance as may be necessary for TAG to transition off using the LMG Tools, CSC Software and Other Third Party Software or to install and implement the same.

LMG shall provide TAG with an extract of the Customer Data, including, without limitation, all policyholder and New Customer data.

TAG shall be permitted to undertake, without interference from LMG, to hire any Retained Employees. LMG shall waive its rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by TAG; provided that counter-offers and making available positions posted through LMG's placement system and generally available to other LMG employees shall not be prohibited under this Section.  TAG shall have reasonable access to such personnel for interviews and recruitment.

TAG's License to the LMG Tools and subject to the terms of the applicable third party license, CSC Software and Other Third Party Software and Documentation shall survive the termination for the period specified in Exhibit A, and LMG shall provide copies of all Documentation relevant to such license which is in LMG' possession.

At TAG's request, LMG shall exercise commercially reasonable efforts to assign to TAG its license for the CSC Software and any third party licenses for Other Third Party Software, and TAG shall assume the obligations under such licenses that relate to periods after such date. LMG shall also provide all Documentation relevant to such licenses which is in LMG's possession.

At TAG's request (i) assign to TAG leases and other contracts for some or all of the leased equipment included in the hosting environment or otherwise used to provide the LMG Services, and TAG shall assume the obligations under such leases that relate to periods after such date; and (ii) sell to TAG, at LMG's then current book value, some or all of such items owned by LMG. LMG shall also provide all Documentation relevant to such item which is in LMG's possession.

LMG shall obtain any necessary rights and thereafter make available to TAG, pursuant to reasonable terms and conditions, any third party services then being utilized by LMG in the performance of the LMG Services.

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The Parties contemplate that the activities described in this  Section 6.4 shall be completed before the Conversion Date as contemplated in the Administrative Services and Teaming Agreement (i.e., in the ordinary course of the transition projects described therein). If, however, any activities are not completed before the Conversion Date, then notwithstanding anything to the contrary and regardless of whether there has been notice of termination under Section 6.2 or 6.3, LMG shall complete any such activities that are reasonably requested by TAG before the Conversion Date.  LMG's obligations under the foregoing sentence shall survive the expiration of the Term.

Reimbursement for Termination Assistance.

Except as provided in this  Section 6.5, LMG shall perform or provide the Termination Assistance at no additional cost to TAG; provided that for clarity, the foregoing shall not affect TAG's obligation to reimburse LMG for the applicable costs specifically identified as reimbursable by TAG during the period, and under the terms and conditions, set forth in  Sections 4.1 and  4.2 of this Agreement and Section 4.2 of the Administrative Services and Teaming Agreement.  The Parties anticipate that, to the extent possible, the Termination Assistance requested by TAG will be provided by LMG using LMG personnel already performing the LMG Services. If Termination Assistance requested by TAG cannot be provided by LMG using such personnel (or incur costs that LMG would not otherwise incur in the performance of the LMG Services under this Agreement), LMG shall promptly notify TAG of such fact and advise TAG of the required personnel or costs. TAG, in its sole discretion, may forego or delay any work activities or temporarily or permanently adjust the work to be performed by LMG or the schedules associated therewith to permit the performance of such Termination Assistance using such personnel and without additional cost. To the extent TAG authorizes LMG to use additional LMG personnel or incur additional cost to perform material Termination Assistance activities requested by TAG, TAG shall reimburse LMG for its reasonable actual out-of-pocket costs; provided LMG notifies TAG of such costs in advance and TAG's reimbursement shall be subject to the reporting and other conditions set forth in Sections 4.1 and 4.2 of this Agreement and Section 4.2 of the Administrative Services and Teaming Agreement.

LMG will provide Termination Assistance regardless of the reason for the termination; provided that if the LMG terminates this Agreement under Section 6.2 as a result of TAG's failure to pay amounts due LMG under this Agreement or under Section 6.3 as a result of TAG insolvency, LMG may require TAG to pay monthly, in advance, for any costs specifically identified in this Agreement as reimbursable by TAG during the period of Termination Assistance. To the extent TAG is obligated to pay in advance, LMG shall, prior to each month, provide TAG with a reasonable written estimate of the reimbursable costs for such month and LMG shall reconcile the actual reimbursable costs incurred by TAG with such estimate in the invoice for the next month.

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ARTICLE VII CONFIDENTIALITY

General. Each party (a Receiving Party) agrees that all Confidential Information provided or otherwise made available under this Agreement by the other party (a Disclosing Party) will be treated as confidential, regardless of whether marked or described as Confidential Information, and all confidentiality notices on that Confidential Information will be retained. In avoiding unauthorized disclosure or use of the Disclosing Party's Confidential Information, the Receiving Party will use at least the same degree of care, but no less than a reasonable degree of care, as it employs concerning its own Confidential Information of similar importance.

Definition.  Confidential Information shall mean, with respect to a party, all non-public written, electronic, and oral proprietary information communicated to the other party (or obtained by such other party while at the party's premises) during the Term in connection with this Agreement including information relating to a party's products, services, designs, methodologies, business plans, finances, marketing plans, customers or prospects  and the terms of this Agreement.  Confidential Information will not include information that (a) was known by the Receiving Party without an obligation of confidentiality before its receipt from the Disclosing Party, (b) is independently developed by the Receiving Party, (c) is or becomes publicly available without a breach by the Receiving Party of this Agreement, or (d) is disclosed to the Receiving Party by a third person who is not required to maintain its confidentiality.

Disclosure. The Receiving Party may disclose Confidential Information only to its own officers, directors, and employees and to its consultants, subcontractors, and advisors who reasonably need to know it for the purposes contemplated by this Agreement. The Receiving Party will be responsible to the Disclosing Party for any violation of the provisions of this Article VII by its officers, directors, employees, consultants, subcontractors or advisors.

Use. The Receiving Party may not use the Disclosing Party's Confidential Information for any purpose not in furtherance of this Agreement, unless it obtains the Disclosing Party's prior written authorization.

Reproduction. Except as otherwise provided in writing between the Parties, the Receiving Party may not print, copy or reproduce in any way, in whole or in part, any documents or other media containing the Disclosing Party's Confidential Information, other than copies for its officers, directors, employees, consultants or advisors who reasonably need to know it for the purposes contemplated by this Agreement, without the prior written consent of the Disclosing Party.

Required Disclosure. If the Receiving Party is requested to disclose any of the Disclosing Party's Confidential Information as part of an administrative or judicial proceeding or pursuant to any government or securities exchange rule or regulation, the Receiving Party will, promptly notify the Disclosing Party of that request and cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or similar confidential treatment for the Confidential Information.  If no protective order or other confidential treatment is obtained, the Receiving Party will (a) disclose only that portion of the Confidential Information that is legally required to be disclosed based on the opinion of its counsel and (b) use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

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ARTICLE VIII DATA

Definition. Customer Data shall mean any data or information of any New Customer or of TAG created under a New Customer Contract that is provided to or obtained by LMG in connection with the performance of its obligations under this Agreement, including data and information with respect to the businesses, policyholders, customers, operations, products, rates, regulatory compliance and finances of any New Customer. Customer Data shall also include any data or information pertaining to any New Customer created, generated, collected or processed by LMG in the performance of its obligations under this Agreement.

TAG Ownership of Customer Data. Customer Data is and shall remain the property of TAG and/or the applicable New Customers. LMG shall promptly deliver Customer Data (or the portion of such Customer Data specified by TAG) to TAG in the format and on the media in which it exists as of the date of the request or in such other format or media as TAG reasonably requests. Upon TAG's request, LMG shall return, destroy or securely erase, as directed by TAG, all copies of the Customer Data in LMG's possession or under LMG's control within thirty (30) business days. LMG shall not withhold Customer Data under any circumstance including as a means of resolving a dispute. Customer Data shall not be utilized by LMG for any purpose other than the performance of the LMG Services and shall not be sold, assigned, leased, commercially exploited or otherwise provided to third parties by or on behalf of LMG or any LMG Personnel. LMG shall not possess or assert any lien or other right against or to Customer Data.

8.3 Safeguarding Customer Data.

LMG shall establish and maintain procedures and other safeguards against the destruction, loss, unauthorized access or alteration of Customer Data in the possession of LMG which are (i) no less rigorous than those maintained by LMG as of the Effective Date, and (ii) adequate to meet the requirements of the New Customer Contracts and applicable laws.  In the event LMG discovers or is notified of a breach or attempted breach of security relating to Customer Data, LMG shall (A) expeditiously notify TAG of such breach or attempted breach, (B) investigate such breach or attempted breach, (C) remediate the effects of such breach or attempted breach of security, and (D) provide TAG with such assurances as TAG shall request that such breach or attempted breach will not recur.

At TAG's request, LMG shall restore all destroyed, lost or altered Customer Data. Unless TAG has caused the destruction, loss or alteration, LMG shall be responsible for the cost of restoring such data.

File Access. TAG shall have unrestricted access to, and the right to review and retain the entirety of, all computer or other files containing Customer Data, as well as all systems and network logs, system parameters and documentation. At no time shall any of such files or other materials or information be stored or held in a form or manner not immediately accessible to TAG.

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ARTICLE IX DISASTER RECOVERY

LMG shall maintain a disaster recovery plan and a business continuity plan, and the necessary resources and capabilities covering the data center facilities used by LMG to operate all of the LMG Tools, CSC Software and Other Third Party Software, to fully perform the LMG Services under this Agreement in accordance with its terms and the terms of the New Customer Contracts. The plans will be made available to TAG for review upon TAG's request. LMG agrees that it will (a) test the plans at least once every calendar year during the Term hereof, and certify to TAG that such plans are fully operational, and (b) consult with TAG regarding the priority to be given to the LMG Services during any such disaster. When implemented by LMG, the plans shall enable LMG to provide all of the LMG Services within the recovery time objectives required under the New Customer Contracts. The occurrence of a Force Majeure event shall not relieve LMG of its obligation to implement its disaster recovery and business continuity plans and provide disaster recovery and business continuity services.

ARTICLE X MISCELLANEOUS

Binding Nature, Assignment, and Subcontracting. This Agreement shall be binding on the parties and their respective successors in interest and assigns, but neither party shall have the power to assign this Agreement without the prior written consent of the other party. LMG may not subcontract or delegate any of its duties or obligations of performance in this Agreement to any third party without the prior written consent of TAG. If TAG grants such consent, LMG shall remain fully responsible for complete performance of all of LMG's obligations set forth in this Agreement and for any such third party's compliance with the confidentiality and other provisions set forth in this Agreement.

Media Releases. Except for any announcement intended solely for internal distribution by a party or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of the party, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by a party, its affiliates, employees or agents relating to this Agreement or its subject matter, or including the name, trade name, trade mark, or symbol of a party or any affiliate of a party, shall be coordinated with and approved in writing by that party prior to the release thereof.

Notices. All notices which are required to be given pursuant to this Agreement shall be in writing and shall be delivered by first class mail postage prepaid, sent by overnight express or similarly recognized overnight delivery with receipt acknowledged or by facsimile, with a copy thereof sent by one of the other means. Notices shall be deemed to have been given at the time delivered and shall be addressed as follows or to such other address as a party may designate by proper notice hereunder:

if to TAG: with copies to: Transaction Applications Group, Inc. 421 South 9th Street, Suite 222 Lincoln, Nebraska 68508 Attention: President

Perot Systems Corporation 2300 West Plano Parkway Plano, Texas 75075 Attn: Thomas D. Williams     if to LMG: Legacy Marketing Group, Inc. 2090 Marina Avenue Petaluma, CA 94954 Attention: President

with copies to: Stokes Lazarus & Carmichael LLP 80 Peachtree Park Drive N.E. Atlanta, GA 30309 Attention: Michael Ernst, Esquire

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Force Majeure. The term Force Majeure shall mean fires or other casualties or accidents, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, or any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency. A party whose performance is prevented, restricted, or interfered with by reason of a Force Majeure condition shall be excused from such performance to the extent of such Force Majeure condition so long as such party provides the other party with prompt written notice describing the Force Majeure condition and takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed.

Severability. If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all obligations arising under such provision, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, another provision that is legal and enforceable and achieves the same objective shall be substituted.  If the remainder of this Agreement is not affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.

Dispute Resolution. In the event of any disagreement regarding performance under or interpretation of this Agreement and prior to the commencement of any formal proceedings, the parties shall continue performance as set forth in this Agreement and shall attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute.

Waiver. Any waiver of this Agreement or of any covenant, condition, or agreement to be performed by a party under this Agreement shall (a) only be valid if the waiver is in writing and signed by an authorized representative of the party against which such waiver is sought to be enforced, and (b) apply only to the specific covenant, condition or agreement to be performed, the specific instance or specific breach thereof and not to any other instance or breach thereof or subsequent instance or breach.

Remedies. All remedies set forth in this Agreement, or available by law or equity shall be cumulative and not alternative, and may be enforced concurrently or from time to time. If LMG breaches its obligations under Section 3.8, TAG will be irreparably harmed. In such a circumstance, TAG may proceed directly to court and, without any additional findings of irreparable injury or other conditions to injunctive relief, LMG shall not oppose the entry of an order compelling performance by LMG and restraining it from any further breaches. In addition to any other remedies available under this Agreement, with respect to any amounts to be paid or reimbursed by TAG or PSC hereunder or under the LMG Documents that are not paid or reimbursed when due, TAG and/ or PSC may, upon ten (10) days prior notice, set off against such amount any amount that LMG is obligated to pay or credit to TAG or PSC hereunder or under the LMG Documents.  For clarity, the foregoing shall not apply to, and TAG and PSC shall not seek to set-off against, commission payments to be paid to LMG producers and agents and other amounts held by TAG in its administrative capacity under the New Customer Contracts and Subcontracts.

Compliance with Laws. In the performance of LMG Services or the provision of LMG Tools and Documentation pursuant to this Agreement, LMG shall comply with the requirements of all applicable laws, ordinances, and regulations of the United States or any state, country, or other governmental entity. LMG shall indemnify, defend, and hold TAG harmless from and against any and all claims, actions, or damages arising from or caused by LMG's failure to comply with the foregoing.

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Survival of Terms. Termination or expiration of this Agreement for any reason shall not release either party from any liabilities or obligations set forth in this Agreement which (a) the parties have expressly agreed shall survive any such termination or expiration, or (b) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration.

GOVERNING LAW. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. RATHER THESE RIGHTS AND OBLIGATIONS SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES, OF THE STATE OF GEORGIA.

Unauthorized Representations and Relationship of the Parties.  Neither party shall (a) represent that this Agreement or the relationship created by this Agreement covers more than is specifically agreed to by the parties or (b) without the other party's prior written consent, make any representations or create any warranties, express or implied, concerning such other party or its products or services. This Agreement shall not constitute or create a joint venture, partnership or formal business organization of any kind. The parties shall be independent contractors, and the employees of one shall not be employees or agents of the other.

No Third Party Beneficiaries. The parties do not intend this Agreement to create any rights enforceable by a third party.

Construction. Unless herein otherwise provided, or unless the context shall otherwise require, references to Articles, Sections, and other subdivisions refer to the Articles, Sections, and other subdivisions of this Agreement. The term or will not be interpreted as excluding any of the items described. The term include or any derivative of such term does not mean that the items following such term are the only types of such items.  Neither this Agreement nor any provision contained in this Agreement will be interpreted in favor of or against any party hereto because such party or its legal counsel drafted this Agreement or such provision.

Entire Agreement. This Agreement constitutes the entire and exclusive statement of the agreement between the parties with respect to its subject matter and there are no oral or written representations, understandings or agreements relating to this Agreement which are not fully expressed in the Agreement. This Agreement shall not be amended except by a written agreement signed by both parties. All exhibits referenced in this Agreement or attached to this Agreement, are an integral part of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and any such exhibit, the terms of this Agreement shall be controlling unless otherwise stated or agreed.

SPACE BELOW INTENTIONALLY BLANK - SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, LMG and TAG have executed this Agreement as of the Effective Date.

LEGACY MARKETING GROUP, INC. TRANSACTION APPLICATIONS GROUP, INC.

By: /s/ R. Preston Pitts By: /s/ John Vonesh

Printed Name: R. Preston Pitts Printed Name: John Vonesh

Title: President Title: President 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[EX A]: 29801

[EX Q]: Exhibit 10.4

Execution Version

GAS TRANSPORTATION AGREEMENT

This Gas Transportation Agreement (this Agreement) is hereby made and entered into on the 14t h day of April, 2015 (the Effective Date) by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (Transporter), and MRD Operating LLC, a Delaware limited liability company (Customer). Hereinafter, Transporter and Customer may sometimes be referred to collectively as the Parties and individually as a Party.

WITNESSETH

WHEREAS, Transporter owns and operates a natural gas transportation system and related facilities; and

WHEREAS, Customer owns or controls, and has the right, to deliver Gas (as hereinafter defined) for transportation and desires to have Transporter provide such service under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties covenant and agree as follows:

Article I. Definitions

For the purposes of this Agreement, the following definitions have the meanings as set forth below:

Affiliate shall mean, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For this purpose, control of any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, by ownership of voting interest, by contract or otherwise. For the purposes of this Agreement, (i) with respect to PennTex Midstream Partners, LLC and its subsidiaries, the term Affiliate shall exclude Memorial Resource Development Corp. and each of its subsidiaries and (ii) with respect to Memorial Resource Development Corp. and its subsidiaries, the term Affiliate shall exclude PennTex Midstream Partners, LLC and each of its subsidiaries.

AMI/MEA Agreement shall mean that certain Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement dated April 14, 2015 among PennTex North Louisiana, LLC, Customer, PennTex NLA Holdings, LLC and MRD WHR LA Midstream LLC, as such agreement may be amended, supplemented or otherwise modified from time to time.

Btu shall mean one British thermal unit, the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at standard reference conditions.

Business Day shall mean any day (other than a Saturday or Sunday) on which commercial banking institutions in Houston, Texas are generally open for business.

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Cash-out Price shall have the meaning set forth for such term in Article IV.

Central Clock Time shall mean the current time in the Central Time Zone taking into consideration the seasonal changes back and forth between Daylight Savings and Standard time.

Commencement Date shall be the first day of the Month following the date Transporter notifies Customer that (i) the Transportation System is operational to the extent necessary to commence commercial service with respect to the receipt of Customer Gas at the Point of Receipt at the tailgate of the Lincoln Parish Plant and delivery of such Gas to the Points of Delivery located downstream of the Lincoln Parish Plant, (ii) the Lincoln Parish Plant is operational to the extent necessary to commence commercial service with respect to the receipt and processing of Customer Gas, and (iii) the Points of Delivery listed on Exhibit A that are owned by Transporter or its Affiliate are operational and all necessary interconnect agreements with Interconnecting Pipelines necessary to deliver Gas to such Points of Delivery are in effect to the extent necessary to commence commercial service with respect to the delivery (but, for the avoidance of doubt, not the further downstream transportation) of Customer's Gas. Transporter will not be responsible for delays to the Commencement Date due to the action or inaction of Customer or Third Party Operators.

Commencement Date Facilities shall have the meaning given to such term in Article II.

Contract Year shall mean a period commencing at 9:00 a.m., Central Clock Time, on the Commencement Date and ending at 9:00 a.m., Central Clock Time on the same day and calendar month of the following calendar year and thereafter for succeeding periods of twelve (12) consecutive Months each.

Customer shall have the meaning given to such term in the preamble of this Agreement.

Customer's Firm Service Gas shall mean, an amount of Customer Gas equal to 400,000 MMBtu per Day; provided, however, (y) Customer's Firm Service Gas shall be increased by the additional amount of Transportation System capacity provided pursuant to a New Facility, and (z) if any Plant described in clause (iii) of the definition of Plants exists, Customer's Firm Service Gas shall be increased by the amount of Gas Customer is committed to deliver to such Plant.

Customer Gas shall mean Gas delivered by or on behalf of Customer for transportation on the Transportation System pursuant to this Agreement.

Day or Daily shall mean a period of hours, commencing at 9:00 a.m., Central Clock Time, on a calendar day and ending at 9:00 a.m., Central Clock Time, on the next succeeding calendar day.

Default Interest Rate shall mean the U.S. Prime Rate (as published in the Money Rates table of The Wall Street Journal, Eastern Edition) applicable on the first Business Day prior to the due date of payment and thereafter on the first Business Day of each succeeding calendar month (or, if such rate exceeds the maximum permissible rate under applicable law, the maximum rate permitted by such applicable law).   2

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Effective Date shall have the meaning given to such term in the preamble of this Agreement.

Equivalent Quantities shall mean, on any Day, a quantity of Gas (expressed in MMBtu) that has a Thermal Content equal to the Thermal Content of Customer Gas received from Customer at the Points of Receipt on that Day, less the Thermal Content of System Fuel & LUAF allocated to such Customer Gas for such Day.

Firm Service shall mean service for which Transporter is contractually entitled to interrupt its performance only to the extent (i) that such performance is excused pursuant to the provisions of this Agreement relating to Force Majeure, (ii) of specified periods of maintenance, or (iii) that Transporter determines that the operation of all or any portion of its facilities will cause injury or harm to persons or property or to the integrity of its facilities, and with respect to each of (i), (ii) or (iii), only to the extent that Transporter has curtailed all service of the same priority on a pro rata basis in accordance with Article V.

Firm Service Gas shall mean all Gas entitled to Firm Service on the Transportation System, including, without limitation, Customer's Firm Service Gas.

Force Majeure shall have the meaning given to such term in Article X.

Gas shall mean any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases that are extracted from the subsurface of the earth.

Governmental Authority shall mean any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority or entitled to any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

Gross Heating Value shall mean the number of Btus produced by the complete combustion in air, at constant pressure of one (1) cubic foot of Gas, at a base temperature of sixty degrees Fahrenheit (60°F) and at a reference pressure base equal to 14.65 psia, with air of the temperature and pressure of the Gas, after the products of combustion are cooled to the initial temperature of the Gas, and after the air and water formed by the combustion is condensed to the liquid state. The gross heating value of the Gas shall be corrected for water vapor under testing conditions to the actual water vapor content of the Gas being delivered; provided, however, if the actual water vapor content is seven (7) pounds per 1,000,000 standard cubic feet of Gas or less, the Gas shall be deemed dry and no water vapor correction shall be made.

Imbalance shall have the meaning set forth for such term in Article IV.

Interconnecting Pipelines means any pipeline connected to the Transportation System for the further transportation of Gas downstream of the Transportation System.   3

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Interruptible Service shall mean service for which Transporter is contractually entitled to interrupt its performance for any reason, including, without limitation, (i) the overall demand for services in the applicable facilities exceeding Transporter's capacity therein, (ii) an event of force majeure, (iii) maintenance or (iv) Transporter determines that the operation of all or any portion of its facilities will cause injury or harm to persons or property or to the integrity of its facilities.

Interruptible Service Gas shall mean all Gas received by Transporter into the Transportation System that is not Firm Service Gas.

Lincoln Parish Plant shall mean Transporter's gas processing plant located in Lincoln Parish, Louisiana.

Mcf shall mean one thousand cubic feet of Gas at standard base conditions of 60°F and 14.73 psia.

Measurement Facility shall mean the valves, fittings, piping, meters, transmitters and other associated measurement equipment located at a Point of Receipt or a Point of Delivery which provides custody transfer volumes. Measurement Facilities shall mean, collectively, each such Measurement Facility.

MMBtu shall mean one million (1,000,000) Btus.

Month or Monthly shall mean a period of time beginning at 9:00 a.m., Central Clock Time on the first Day of the calendar month and ending at 9:00 a.m., Central Clock Time on the first Day of the next succeeding calendar month.

Mount Olive Plant shall mean Transporter's gas processing plant located in Mount Olive, Lincoln Parish, Louisiana that is Transporter's next gas processing plant constructed after the Lincoln Parish Plant.

Negative Imbalance shall have the meaning set forth for such term in Article IV.

New Facility shall have the meaning set forth for such term in Article II.

Parties shall have the meaning given to such term in the preamble of this Agreement.

Party shall have the meaning given to such term in the preamble of this Agreement.

Performance Assurance shall have the meaning given to such term in Article XIV.

Person shall mean any individual or any corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority or other entity.

Plants shall mean (i) the Lincoln Parish Plant, (ii) the Mount Olive Plant and (iii) any other gas processing plant owned by Transporter or its Affiliate that is capable of receiving Customer Gas and redelivering such Gas to the Transportation System.   4

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Point of Delivery shall mean the custody transfer meter at the outlet of Transporter's facilities at the point of interconnection between the Transportation System and Interconnecting Pipelines or other facilities. Points of Delivery shall mean, collectively, each Point of Delivery. As of the Effective Date, the Points of Delivery, and the maximum available capacity thereof, are set forth on Exhibit B.

Point of Receipt shall mean each custody transfer meter at the tailgate of the Plants from which Customer Gas is received into the Transportation System. Points of Receipt shall mean, collectively, each Point of Receipt. As of the Effective Date, the Points of Receipt, and the maximum available capacity thereof, are set forth on Exhibit B.

Positive Imbalance shall have the meaning set forth for such term in Article IV.

Service Type shall mean the type of service provided for Gas delivered hereunder, either Firm Service or Interruptible Service.

Services shall mean the transportation and, if applicable, compression services provided by Transporter to Customer hereunder.

System Fuel & LUAF shall mean, for any period of calculation, (i) Customer's share of Gas or fuel equivalents (electricity or other energy sources converted to their Btu equivalent) used by Transporter to deliver Customer's Gas from the Point(s) of Receipt to the Point(s) of Delivery on the Transportation System during such period, and (ii) Gas lost and unaccounted for on the Transportation System during such period.

Taxes shall mean any or all current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected by any Governmental Authority having jurisdiction. For the avoidance of doubt, the term Taxes shall not include any current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected with respect to the Transportation System or any of Transporter's other facilities, including without limitation, Transporter's natural gas processing plants.

Term shall have the meaning given to such term in Article XV.

Thermal Content means, with respect to Gas, the product of (i) a volume of Gas and (ii) the Gross Heating Value of such Gas, adjusted to a same pressure base of 14.73 psia, as expressed in MMBtus.

Third Party Operator means an operator of a pipeline or other facility upstream or downstream of the Transportation System, other than Transporter or its Affiliates.

Transportation Fee shall have the meaning given such term in Article VIII.

Transportation System shall mean the Commencement Date Facilities and all other equipment, devices, Measurement Facilities, pipelines and other facilities owned or operated by Transporter at or downstream of the Points of Receipt, necessary to receive Customer Gas at the Points of Receipt for transport to the Points of Delivery, and all additions, modifications, alterations, replacements, extensions, or expansions made thereto by Transporter from time to time, including, without limitation, any New Facilities pursuant to Article II hereof.   5

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Transporter shall have the meaning given to such term in the preamble of this Agreement.

Article II. Dedication, Commencement Date Facilities, Post-Commencement Date Facilities and Transporter Services

Dedication. During the Term, subject to the terms of the AMI/MEA Agreement, Customer dedicates and commits to this Agreement, and shall deliver or cause to be delivered to the Transportation System for transportation hereunder, all of Customer's owned or controlled residue Gas delivered from any of the Plants. Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that there is no minimum amount of residue Gas that must be delivered to the Transportation System hereunder; accordingly, Customer shall not have any liability (financial or otherwise) for failure to deliver any particular quantity of residue Gas to Transporter; provided, however, the foregoing sentence shall not reduce or eliminate Customer's obligation to pay the fees provided herein to the extent Services are provided hereunder.

Commencement Date Facilities. Transporter shall design, engineer, modify, construct and equip, or caused to be designed, engineered, modified, constructed and equipped, the Transportation System, including, without limitation, the facilities and equipment described on Exhibit A attached hereto (the facilities and equipment described on Exhibit A being collectively referred to as the Commencement Date Facilities).

Post-Commencement Date Facilities.

If after the Commencement Date, Customer requires an addition, modification, alteration, replacement, or expansion of the Transportation System (a New Facility), Customer will provide Transporter a written notification of such requested New Facility containing sufficient information for Transporter to estimate the cost to provide such New Facility. Although Transporter shall have no obligation to provide a requested New Facility, Transporter may, in its sole discretion, agree to construct or acquire such New Facility. The commercial terms applicable the construction or acquisition of any New Facility will be determined in accordance with the AMI/MEA Agreement. The Parties agree to make any revisions to this Agreement (including the Exhibits hereto) that are necessary to reflect any New Facility.

Transportation Services. For each Day during the Term, (i) Transporter agrees to provide Firm Service on the Transportation System for Customer Gas delivered to the Transportation System in a quantity not to exceed Customer's Firm Service Gas for such Day, and Interruptible Service for all quantities in excess of Customer's Firm Service Gas for such Day, and deliver to Customer, or for the account of Customer, at the applicable Points of Delivery, Equivalent Quantities of Customer Gas received at the Points of Receipt, and (ii) Customer, or its designee, shall accept such Equivalent Quantities of Customer Gas at the Points of Delivery.   6

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that there is no minimum amount of Customer Gas that must be delivered to the Transportation System hereunder; accordingly, Customer shall not have any liability (financial or otherwise) for failure to deliver any particular quantity of Gas to Transporter; provided, however, the foregoing sentence shall not reduce or eliminate Customer's obligation to pay the fees provided herein.

Article III. Receipt and Delivery Pressures

Pressure at Point of Receipt. Transporter will receive Customer Gas at the prevailing pressure at which such Customer Gas is delivered to the applicable Point of Receipt by the operator of the applicable Plant.

Pressure at Point of Delivery. All Customer Gas delivered by Transporter will be delivered at the prevailing pressures of the Transportation System as may exist from time to time. Transporter shall at no time be required, unless otherwise agreed in writing, to construct New Facilities or modify the Commencement Date Facilities, including by the addition of compression facilities, to effect such delivery, including, but not limited to, instances in which a facility downstream of a Point of Delivery operates at a pressure in excess of the Transportation System working pressure. For the avoidance of doubt, any New Facilities required by Customer to comply with the operating pressure of facilities located downstream of a Point of Delivery shall be subject to the provisions of Article II.

Article IV. Nominations, Confirmations and Imbalances

Nominations. Each Month during the Term, Customer shall give written notice of Customer's nomination to Transporter specifying the average daily quantity of Customer Gas Customer requests be transported during such Month and designate a person who will be responsible for coordinating notices among Customer, Transporter and Third Party Operators in accordance with these procedures. Customer shall furnish such nomination to Transporter by email or other electronic means and such nomination shall specify such information as is necessary in order to perform the Services requested by Customer. If Customer anticipates any material revision to a Monthly nomination it has provided to Transporter, Customer will notify Transporter as promptly as possible. Transporter will transport hereunder as nearly as practicable at uniform hourly and Daily rates of flow unless otherwise mutually agreed by Customer and Transporter.

Unless otherwise mutually agreed by Customer and Transporter, for Customer's initial nomination to be accepted for the first (1st) Day of any Month, Customer's nomination must be received by Transporter by 11:30 a.m. Central Clock Time on the third (3rd) Business Day prior to the last Day of the Month preceding such Month. Customer shall have the right to submit a new nomination or revise its existing nomination for any Day during such Month provided such nomination is received by Transporter prior to 11:30 a.m. Central Clock Time on the Business Day prior to the Day such new or revised nomination is requested to commence. Customer nominations received by Transporter after 11:30 a.m. Central Clock Time on the Business Day prior to the Day such new or revised service is requested to commence, or intraday nominations   7

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





for Gas flowing the same Day, may be accepted by Transporter, in its sole discretion. Such new or revised nomination shall specify Customer's anticipated service requirements for the remainder of the applicable Month.

If Customer is advised by a Third Party Operator to reduce or suspend deliveries of Customer Gas to the Transportation System, Customer shall immediately notify Transporter orally of such reduction or suspension, and shall confirm such notification in writing, and adjust its nominations in order to maintain a balanced position to the extent possible.

Confirmations. All nominations of Customer Gas shall be scheduled and implemented by Transporter on a prospective basis and only to the extent Transporter is able to confirm the receipt and delivery of such Gas with the operator(s) of the Point(s) of Delivery. If a conflict arises between Customer's new or revised nomination and an operator's confirmation, Customer understands and agrees such operator's confirmation shall control. If Customer submits a new or revised nomination to Transporter, Transporter will confirm the scheduled quantity to Customer by 3:00 Central Clock Time on the Business Day prior to the Day such new or revised nomination is requested to commence, except for intraday nominations for Gas flowing the same Day, which Transporter will confirm as soon as reasonably practicable.

Commingling. Although Customer shall retain title to Customer Gas delivered to Transporter hereunder, Customer Gas shall constitute part of the supply of Gas from all sources, and as such, Transporter shall, subject to its obligation to deliver Equivalent Quantities each Day, have the right to commingle Customer Gas with Gas of other customers. Transporter shall allocate Customer's pro rata share of each NGL Component contained in any commingled stream of Gas at any Point(s) of Delivery based on the GPMs of each NGL Component contained in Customer's Gas as measured by chromatograph or other method acceptable in the industry at the Point(s) of Receipt.

Imbalances. The term Imbalance means the cumulative difference in a Month between: (i) the quantity of Gas in MMBtu received for the account of Customer at the Point(s) of Receipt, less Customer's System Fuel & LUAF quantity, as applicable, and (ii) the quantity of Gas in MMBtu delivered for the account of Customer at the Point(s) of Delivery. After any adjustment for System Fuel & LUAF, if the Imbalance is the result of receipts at the Point(s) of Receipt exceeding the delivered (or scheduled, as applicable) quantity of Gas for Customer's account at the Point(s) of Delivery, it is a Positive Imbalance. If the Imbalance is a result of receipts at the Point(s) of Receipt being lower than the delivered quantity of Gas for Customer's account at the Point(s) of Delivery, it is a Negative Imbalance. Imbalances will be cashed out on a Monthly basis.   8

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Cash Out. The cash-out settlement price will be the monthly arithmetical average of the prices (Cash-out Price) as posted in Gas Daily's Daily Price Survey during the Month under the heading Texas Gas Transmission Corp., under the column labeled Index corresponding to the row labeled Zone 1. Transporter will pay Customer an amount that is the product of the Positive Imbalance each Month, if any, and the Cash-out Price. Customer will pay Transporter an amount that is the product of the Negative Imbalance each Month, if any, and the Cash-out Price. If the actual monthly volume varies by more than five percent (5%) from the delivered volumes for the Month, then the Cash-out Price will be adjusted as follows:



1. For Negative Imbalances, the Cash-out Price will be increased by the percentage variance, rounded up to the nearest whole percentage point, between the Point(s) of Delivery volumes and the adjusted Point(s) of Receipt volumes. (i.e., if the adjusted receipt volume from Customer is 7% less than the Point(s) of Delivery volume, then the Index Price will be increased by 7%), however in no event shall the Cash-Out Price be increased more than 10%; and



2. For Positive Imbalances, the Cash-out Price will be decreased by the percentage variance, rounded up to the nearest whole percentage point, between the Point(s) of Delivery volumes and the adjusted Point(s) of Receipt volumes. (i.e., if the adjusted receipt volume from Customer is 7% greater than the Point(s) of Delivery volume, then the Index Price will be increased by 7%), however in no event shall the Cash-Out Price be increased more than 10%.

Article V. Curtailment

If the quantity of Customer Gas and all other Gas available for delivery into the Transportation System exceeds the capacity of the Transportation System at any point, then Transporter shall interrupt or curtail receipts of Customer Gas with respect to the affected point(s) only in accordance with the following:

(a) First, Transporter shall curtail all Interruptible Service Gas prior to curtailing Firm Service Gas. In the event Transporter curtails some, but not all, Interruptible Service Gas on a particular Day, Transporter shall allocate the capacity of the Transportation System available for Interruptible Service Gas at the affected points on a pro rata basis based upon Customer's last confirmed nomination of Interruptible Service Gas hereunder and the last confirmed nominations of Interruptible Service Gas from all other shippers on the Transportation System prior to the event causing the curtailment.

(b) Second, if additional curtailments are required beyond those described in the immediately preceding clause (a), Transporter shall curtail Firm Service Gas. In the event Transporter curtails some, but not all, Firm Service Gas on a particular Day, Transporter shall allocate the capacity of the Transportation System at the affected point(s) on a pro rata basis based upon Customer's last confirmed nomination of Firm Service Gas hereunder and the last confirmed nominations of Firm Service Gas from all other shippers on the Transportation System prior to the event causing the curtailment.

Transporter shall provide Customer notice of any interruption or curtailment of the receipt of Customer Gas into the Transportation System as is reasonable under the circumstances.

Article VI. Measurement & Testing

The construction, ownership, installation, operation and maintenance of each Measurement Facility that is owned by a Person other than Transporter shall be governed by an interconnect agreement between Transporter and such Person. Each other Measurement Facility shall be constructed, installed, owned, operated and maintained by Transporter.   9

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Article VII. Gas Quality

Notwithstanding anything to the contrary in this Agreement, Customer Gas received at a Point of Receipt from one of the Plants shall be deemed to be in compliance with the applicable Gas quality specifications of the Transportation System.

Article VIII. Fees, Billing & Payment

Fees.

(a) Transportation Fee. For all Customer Gas received by Transporter at a Point of Receipt and delivered to any Point of Delivery, Customer shall pay Transporter a transportation fee of $0.04 per MMBtu.

(b) Other Services Fees. If Transporter provides any compression Services with respect to Customer Gas delivered hereunder, the fees applicable to such Services shall be as mutually agreed between the Parties. The Parties agree to supplement this Agreement with an addendum or other mutually agreeable modification to memorialize the terms applicable to the provision of any such additional Services.

Invoices and Statements. On or before the fifteenth (15th) calendar Day of each Month, Transporter shall provide to Customer an invoice and statement for the previous Month setting forth the calculation of the net amount due hereunder to Transporter for the Services provided hereunder during such previous Month.

Payment of Statements. Within fifteen (15) calendar Days following receipt of each of Transporter's invoices and statements, Customer shall make payment to Transporter of all undisputed amounts by wire transfer, in accordance with the account information provided to Customer, unless another form of payment is agreed to in writing by the Parties. Should Customer fail to make payment in full of all undisputed amounts within such time period, interest shall accrue on the unpaid balance at the Default Interest Rate or the maximum legal rate, whichever is the lesser, from the date such payment is due until the same is paid. If Customer fails to pay Transporter undisputed amounts due hereunder and such failure is not cured within ten (10) calendar Days' of written notice from Transporter to Customer, Transporter may suspend receipt and delivery of Customer Gas without prejudice to any other available remedies at law or in equity.   10

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Billing Disputes. If a good faith dispute arises as to any amount payable hereunder, payment shall nevertheless be made when due of the amount not in dispute. Such payment shall not be deemed to be a waiver of the right to recoup any overpayment. If Customer withholds payment of any disputed amount, Customer shall, within seven (7) calendar Days after receipt of the statement for the month to which the disputed amount pertains, submit to Transporter a written explanation of the dispute and any available supporting documentation. The Parties shall then cooperate in good faith to resolve such dispute as expeditiously as possible.

Audit Rights. Each Party or its designated representatives shall, upon reasonable notice to the other Party, have the right, no more frequently than two (2) times per twelve (12) consecutive calendar Months, at its own expense, at reasonable times and during normal business hours, to examine the books and records of such other Party to the extent necessary to verify the accuracy of any statement, charge, computation, or demand made under or pursuant to this Agreement. Each Party agrees to keep its records and books in accordance with generally accepted accounting practices in the oil and gas industry. Each invoice and statement shall be final as to both Parties unless questioned in writing within twenty four (24) Months following the date of such invoice or statement.

Article IX. Notices

Any notice, statement, claim or other communication required or permitted hereunder shall be in writing and shall be sent by: (i) hand delivery; (ii) United States mail with all postage fully prepaid; or (iii) courier with charges paid in accordance with the customary arrangements established by such courier, in each of the foregoing cases addressed to the Party at the following addresses, and shall be deemed given when received by the Party to whom it is addressed. The Parties opt out of electronic delivery of notices and amendments under this Agreement, except as to nominations, scheduling and imbalances, and except that this executed Agreement and executed amendments hereto may be delivered by scanning and emailing.

Transporter:

Notices and Correspondence:

PennTex North Louisiana, LLC c/o PennTex North Louisiana Operating, LLC 11931 Wickchester Lane, Suite 300 Houston, Texas 77043 Attn: Steve Moore E-mail: smoore@penntex.com

Customer:

Notices and Correspondence:

MRD Operating LLC c/o Memorial Resource Development Corp. 500 Dallas Street, Suite 1800 Houston, TX 77002 Attn: General Counsel E-mail: kroane@memorialrd.com   11

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





with a copy to:

Attn: Jeremy Bolander E-mail: Jeremy.bolander@memorialrd.com

Notices of change of address of either of the Parties shall be given in writing to the other Party in the manner aforesaid and shall be observed in the giving of all future notices, statements, payments, claims or other communications required or permitted to be given hereunder.

Article X. Force Majeure

The term Force Majeure as used herein shall mean acts of God; strikes, lockouts, or other industrial disturbances; conditions arising from a change in governmental laws, orders, rules, or regulations; acts of public enemy; wars; blockades; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; storms; floods; washouts; arrests and restraints of governments and people; civil disturbances; explosions; breakage or accident to machinery or lines of pipe; the necessity for making repairs, tests, alterations, or performing maintenance to machinery or lines of pipe; scheduled maintenance; freezing of wells or lines of pipe; partial or entire failure of wells, processing, or gasification and gas manufacturing facilities; orders or directives of, or proceedings initiated by, any Governmental Authority; and any other causes, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming relief hereunder, and which by the exercise of due diligence, such Party is unable to prevent or overcome. Such term shall likewise include those instances (a) where either Transporter or Customer is required to obtain servitudes, rights-of-way, grants, permits or licenses to enable such Party to fulfill its obligations under this Agreement and is unable to acquire or experiences delays in acquiring such servitudes, rights-of-way, grants, permits or licenses, at reasonable costs, and after the exercise of reasonable diligence, and (b) the partial or entire failure or refusal of Third Party Operators to receive or deliver Gas, or increases in pressure of upstream or downstream pipelines. Force Majeure shall not include failure of Gas supply due to pricing considerations.

In the event Transporter or Customer is rendered unable, wholly or in part, by reason of force majeure to carry out its obligations under this Agreement (other than the obligation to make payment of amounts due hereunder, including without limitation, payment of fees due hereunder), it is agreed that such Party shall give notice and reasonably full particulars of such force majeure, in writing, or other electronic means to the other Party within a reasonable time after the occurrence of the cause relied on, and the obligations of the Party giving such notice, so far as they are affected by such force majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall, so far as possible, be remedied with all reasonable dispatch.

It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty, and that the above requirement that any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty.   12

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Article XI. Warranties

Customer warrants to Transporter that at the time Customer Gas is delivered to a Point of Receipt hereunder, Customer will have good title or the right to deliver such Customer Gas, and that such Customer Gas shall be free and clear of all liens and adverse claims, other than statutory liens and liens, encumbrances or claims under credit facilities or other credit arrangements in respect of borrowed money. Customer agrees, with respect to the Customer Gas delivered to Transporter hereunder, to indemnify Transporter against all suits, actions, debts, accounts, damages, costs (including attorney's fees), losses and expenses arising from or out of any adverse claims of any and all persons to or against said Customer Gas other than any lien, claim or encumbrance alleged to have arisen by, through or under Transporter or its Affiliate.

Article XII. Taxes and Surcharges

Customer shall pay, or cause to be paid, all production, severance, gross receipts, ad valorem, and similar Taxes, and all surcharges, levied or imposed on it by any Governmental Authority with respect to Customer Gas. In the event Transporter is required to pay or remit any such Tax or surcharge owed by Customer as a result of Customer Gas being transported on the Transportation System, Customer shall reimburse Transporter for such Tax or surcharge pursuant to Transporter's invoice for the same. Customer hereby agrees to indemnify, defend and hold harmless Transporter from and against any and all claims and losses arising out of or related to such Taxes or surcharges. This indemnity and defense obligation shall survive the expiration or termination of this Agreement. Transporter shall be responsible for all Taxes or surcharges levied or imposed on it by any Governmental Authority with respect to the Transportation System and Transporter's other facilities, including without limitation, Transporter's Gas gathering system, processing plants and Gas liquids pipeline system.

Article XIII. Limitation of Liability & Indemnifications

CUSTOMER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS TRANSPORTER AND TRANSPORTER'S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST, COURT COSTS, REASONABLE ATTORNEYS' FEES AND EXPENSES, AND OTHER COSTS OF DEFENSE) (COLLECTIVELY, CLAIMS) RELATING TO, CAUSED BY OR ARISING OUT OF CUSTOMER'S BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT MADE BY CUSTOMER HEREUNDER, BUT NOT TO THE PROPORTIONATE EXTENT THAT SUCH CLAIM IS CAUSED BY OR RESULTS FROM OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRANSPORTER.

TRANSPORTER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CUSTOMER AND CUSTOMER'S MEMBERS, DIRECTORS, OFFICERS, AGENTS   13

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS RELATING TO, CAUSED BY OR ARISING OUT OF (I) TRANSPORTER'S BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT MADE BY TRANSPORTER HEREUNDER, BUT NOT TO THE PROPORTIONATE EXTENT THAT SUCH CLAIM IS CAUSED BY OR RESULTS FROM OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CUSTOMER, AND (II) OPERATIONS CONDUCTED HEREUNDER OR IN CONNECTION HEREWITH BY TRANSPORTER TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRANSPORTER.

NO PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, OR OTHERWISE; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT LIMIT A PARTY'S RIGHT TO RECOVERY HEREUNDER FOR ANY SUCH DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER. THE LIMITATIONS IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES SHALL BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.

Article XIV. Creditworthiness

If Customer has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Customer, Transporter shall have the right to request and receive from Customer adequate assurance of performance (Performance Assurance) which shall mean credit support in a form reasonably acceptable to Transporter and in an amount and for the term reasonably acceptable to Transporter. Any of the following shall be an acceptable form of credit support:

(a) An irrevocable standby letter of credit from a bank satisfactory to Transporter;

(b) Provide a prepayment or a deposit in advance of the Month in which Services hereunder are to be provided; or

(c) A performance bond issued by a Person satisfactory to Transporter.

If the credit of Customer's guarantor is satisfactory in Transporter's opinion, a demand for Performance Assurance can be satisfied with a guarantee issued on behalf of Customer in a form acceptable to Transporter, but only for as long as the credit of Customer's guarantor continues to be acceptable to Transporter. Transporter acknowledges and agrees that Memorial Resource Development Corp. is a satisfactory guarantor.

Should Customer or its guarantor fail to provide Performance Assurance within ten (10) Business Days after receipt of written demand for such assurance, then Transporter shall have the right to suspend performance under this Agreement until such time as Customer furnishes Performance Assurance. For the avoidance of doubt, such suspension of performance by Transporter shall not relieve Customer of its obligation to make payments of amounts due hereunder, including, without limitation, payment of fees due hereunder.   14

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





If during the Term, if Transporter has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Transporter, Customer shall have the right to request and receive from Transporter adequate Performance Assurance under similar terms and conditions as described above, including the right to suspend performance under this Agreement until such time as Transporter furnishes Performance Assurance.

Article XV. Miscellaneous

Entire Agreement. This Agreement, including any exhibits and attachments, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect thereto, and may not be amended or modified except by a written instrument signed by both Parties expressly identifying it as an amendment or modification hereof.

Waiver. Any failure by either Party to comply with any of its obligations, agreements or conditions herein contained may only be waived in writing in an instrument specifically identified as a waiver and signed by the Party to whom such compliance is owed. No waiver of, or consent to a change in, any provision of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, any other provisions hereof, nor shall such waiver constitute a continuing waiver unless expressly provided in the waiver.

No Third Party Beneficiaries. Except for Persons indemnified hereunder, this Agreement is not for the benefit of any third party and nothing herein, expressed or implied, confers any right or remedy upon any Person not a party hereto other than Persons which become successors or assigns pursuant the provisions hereof.

No Partnership. It is not the intention of the Parties to create, nor is there created hereby, a partnership, trust, joint venture or association. The status of each Party hereunder is solely that of an independent contractor.

Published Indices. Unless expressly provided otherwise herein, if any published price index referred to in this Agreement ceases to be published, the Parties shall mutually agree to an alternative published price index representative of the published price index referred to in this Agreement.

Headings. The headings and captions in this Agreement have been inserted for convenience of reference only and shall not define or limit any of the terms and provisions hereof.

Governing Law. This Agreement is entered into in the State of Texas and shall be governed, interpreted and construed in accordance with the laws of the State of Texas without regard to the conflicts of laws provisions thereof. Exclusive venue for any suit, action or proceeding brought by either Party in connection with this Agreement or arising out of the terms or conditions hereof shall be in the state or federal courts situated in Harris County, Texas.   15

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Agreement Subject to Laws. This Agreement is subject to all applicable state and federal laws and to all applicable orders, rules, and regulations of any Governmental Authority having jurisdiction. If either Party is ordered or required to do any act inconsistent with the provisions of this Agreement, then this Agreement shall continue nevertheless and shall be deemed modified to conform to the requirements of such law or regulation.

Restrictions on Assignment. This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.

Permitted Assignments. Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such Party or its Affiliates without the consent of the other Party, (iii) Transporter may assign this Agreement without Customer's consent in connection with the sale or transfer of the Transportation System, and (iv) Customer may assign or partially assign this Agreement without Transporter's consent in connection with the sale or transfer of all or part of Customer's ownership interests in the wells (or in the lands upon which such wells are located) producing Customer Gas delivered hereunder, provided that such assignee has a credit rating reasonably acceptable to Transporter at the time of such sale or transfer. In the case of transfers under clause (iv) above, the transferor shall be released from its obligations and liabilities under this Agreement to the extent of the obligations assumed by the transferee, provided that Customer's and such transferee's combined obligations to Transporter shall be no greater than Customer's obligations to Transporter prior to such transfer.

Reports to Governmental Authorities. Neither Party represents or warrants that any information it may furnish to the other Party under the provisions of this Agreement will satisfy any of the requirements that may be imposed by any applicable state or federal laws and by any applicable orders, rules, and regulations of any Governmental Authorities having jurisdiction. Further, neither Party assumes the responsibility for the making of any reports to any Governmental Authorities that are required to be made by or on behalf of the other Party.

Severability. The invalidity of any one or more provisions of this Agreement will not affect the validity of this Agreement as a whole, and in case of any such invalidity, this Agreement will be construed as if the invalid provision had not been included herein so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that one or more provisions of this Agreement are invalid, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Expenses. Each Party shall pay its own legal fees and other costs and expenses incurred by it in connection with the execution and delivery of this Agreement.   16

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





No Inducements. No director, employee, or agent of any Party shall give or receive any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this Agreement.

Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument. Any signature delivered by a Party electronically shall be deemed an original signature.

Term and Termination. This Agreement shall commence on the Effective Date and continue in full force and effect until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by providing thirty (30) calendar days' prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be further extended as provided herein is referred to as the Term).

Survival. The respective indemnification obligations of the Parties set forth in this Agreement shall survive the expiration of the Term and any termination of this Agreement.

[Signature Page Follows]   17

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





This Agreement is executed by the authorized representatives of the Parties set forth below, to be effective as of the Effective Date.   CUSTOMER:

MRD OPERATING LLC

By: MEMORIAL RESOURCE DEVELOPMENT CORP., its sole member

By: /s/ Kyle Roane Name: Kyle N. Roane Title: Senior Vice President

TRANSPORTER:

PENNTEX NORTH LOUISIANA OPERATING, LLC

By: /s/ Robert O. Bond Name: Robert O. Bond Title: Chief Operating Officer

Signature Page to Gas Transportation Agreement

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Exhibit A Commencement Date Facilities

Pipeline Facilities

  •   0.9 miles of 24 pipeline between the Lincoln Parish Plant and the Points of Delivery below

  •   12 miles of 24 pipeline between the Mount Olive Plant and the Points of Delivery below (such facilities will be placed in service afterthe Commencement Date in conjunction with the Mount Olive Plant)

Points of Delivery

  •   RIGS

  •   Cardinal Arcadia Storage (owned by Transporter or its Affiliate)

Points of Receipt

  •   Lincoln Parish Plant (owned by Transporter or its Affiliate)

  •   Mount Olive Plant (owned by Transporter or its Affiliate)

Miscellaneous Appurtenant Facilities (launchers/receivers, etc.)   Exhibit A

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015





Exhibit B

I. Points of Delivery

Receipt Point Name   Transporter's Meter #   Parish/State

Maximum Volume* (in Mcf/d) RIGS Bratton Camp   10012   Lincoln Parish, LA   up to 400,000 Cardinal Arcadia Storage Bratton Camp   10011   Lincoln Parish, LA   up to 200,000

II. Points of Receipt

Delivery Point Name   Transporter's Meter #   Parish/State

Maximum Volume* (in Mcf/d) PennTex Lincoln Parish Plant   10010   Lincoln Parish, LA   up to 200,000 PennTex Mount Olive Plant   TBD   Lincoln Parish, LA   up to 200,000   * Subject to increased Maximum Volume capacity in accordance with any future expansion of an applicable Measurement Facility.

Exhibit B

Source: PENNTEX MIDSTREAM PARTNERS, LP, S-1/A, 4/16/2015 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[EX A]: 38269

[EX Q]: 1                                                                     EXHIBIT 10.5

                                CORIO INC.                           LICENSE AND HOSTING AGREEMENT

     This License and Hosting Agreement (the AGREEMENT) is made and entered into as of October 29, 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 Commerce One, Inc., a Delaware corporation having its principal place of business at 1600 Rivera Avenue, Walnut Creek, CA 94596 (COMMERCE ONE).

                                BACKGROUND

A.      Commerce One is the owner of 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         Commerce One 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 and professional         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.

1.2.5   APPLICATION MANAGEMENT REVENUE means net revenue Corio receives from         Customers for Tier One support of the Software and MarketSite Service,         operational support of the Software and MarketSite Service and basic         infrastructure support (hardware, database and operating system) for the         Software and MarketSite Service. Net revenue means all revenue received         by Corio from Customers for the Software and MarketSite Service, less         taxes, freight, insurance, refunds or credits and other non-product         items.

1.3     CORIO MARKET SEGMENT means those customers with annual sales revenues         of less than $1,000,000,000. For the purposes of this definition the         sales revenue shall apply to either the

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                     1

2         entire corporate entity or any separately reporting division. Corio         shall have the right to continue to support Corio Customers that have         annual sales revenues greater than $1,000,000,000 by way of either sales         growth or merger or acquisition of the Corio Customer. Corio and         Commerce One further agree that should Corio desire to sell Corio         Services to a parent company of a then current Corio Customer that is         above this sales revenue threshold, each such sales opportunity shall be         discussed as it arises.

1.4     CORIO SERVERS means the unlimited number of computer servers owned or         operated by or for Corio 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.

1.6     CUSTOMER(S) means one or more customers of the Corio Services having         its principal executive offices in the Territory who obtains a         sublicense from Corio to use the Software or MarketSite.net Service, in         the Corio Market Segment.

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 or MarketSite.net Service.

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 Commerce One'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.

1.11    TERRITORY means the area in which the licenses granted herein are         applicable, currently limited to the geographic area of North America.

1.12    UPDATE(S) means any error corrections, bug fixes, modifications or         enhancements to the Software, 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 and MarketSite software used to operate the         MarketSite.net Service.

1.13    UPGRADE(S) means a release, function or version of the Software         designated as such by Commerce One 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, or a new release, function or version of the         MarketSite.net Service, which Upgrade is provided to Commerce One's         installed customer base for the Software and MarketSite software used to         operate the MarketSite.net Service. For the purposes of this Agreement,         Maintenance and Support means those services listed in EXHIBIT C and         the provision of Updates and Upgrades as called for by this Agreement

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3 2.      GRANT OF RIGHTS.

2.1     Hosting Software License. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a fee-bearing, perpetual         and irrevocable, nonexclusive, nontransferable (except in accordance         with Section 14.1 of this Agreement), right and 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 subsequent use, (iii) permit         limited access to and use of the Software and MarketSite.net Service by         Customers through Corio Servers; (iv) sublicense an unlimited number of         Customers to access and use the Software and MarketSite.net Service only         through the installation on Corio servers; and (v) use Commerce One's         tools and utilities, subject to any restrictions placed on the Commerce         One by third party software providers, to modify and manage the         Software. 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. Subject to the terms and conditions of this         Agreement, Commerce One grants to Corio a nonexclusive, nontransferable         (except in accordance with Section 14.1 of this Agreement),         royalty-free, fully paid up, perpetual right and license in the         Territory to reproduce, install and use additional copies of the         Software and Software tools and utilities, subject to any restrictions         placed on the Commerce One by third party software providers, in machine         executable object code for (i) Corio's internal business operations and         (ii) production, testing, development, upgrade, reporting and training.

2.3     Demonstration License. Subject to the terms and conditions of this         Agreement, Commerce One 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         Commerce One demonstration database available to Corio sales personnel         on an ongoing basis.

2.4     Distribution License: Corio shall have the right to resell licenses for         Commerce One software, including Hosted BuySite, to any Corio Customer         in the Territory, [*]. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a nonexclusive,         nontransferable (except in accordance with Section 14.1 of this         Agreement), right and license in the Territory to sell and distribute         such software licenses to Customers pursuant to this Section 2.4. Under         no circumstances shall Commerce One contact Corio Customers regarding a         non-ASP license sale, unless requested to do so by Corio. Further, if a         Corio Customer contacts Commerce One to purchase the Software license





     independent of the Corio Services, Commerce One shall immediately refer         that Customer to Corio.

2.5     Software User License Agreements. Corio shall make the Software and the         MarketSite.net Service on the Corio Servers remotely accessible to         Customers under the then current terms of its end user license         agreement. As to each Software User who is provided access to the         Software, Corio

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                    3

4         shall secure the Software User's consent to an end user agreement, which         provides that the Software User may access and/or use the Software and         MarketSite.net Service only under terms and conditions which include, at         a minimum, those set forth on EXHIBIT E (END USER LICENSE AGREEMENT)         and made a part hereof.

2.6     Access to MarketSite.net Service. For the fee set forth in Exhibit B         attached hereto and made a part hereof, Corio and its Customers shall         have unlimited access to Commerce One's MarketSite electronic catalogue         service, as available to Commerce One customers at the URL:         Marketsite.net, including without limitation, MarketSite.net Business         Transaction Services, MarketPack of Premium Supplier Catalogs, and         MarketSite Community Services (MarketSite.net Service) in accordance         with Commerce One's standard access procedures for its customers. In         addition, the parties shall share certain revenues related to purchases         made by Customers utilizing Commerce One's MarketSite.net Service, as         set forth in EXHIBIT B hereto.

2.7     Restrictions. Corio may not copy, distribute, reproduce, use or allow         access to the Software or the MarketSite.net Service 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 except as required by law.

2.8     Ownership. Commerce One hereby retains all of its right, title, and         interest in and to the Software, including all copyrights, patents,         trade secret rights, trademarks and other intellectual property rights         therein. All rights not expressly granted hereunder are reserved to         Commerce One. The Software and all copies thereof are licensed, not         sold, to Corio.

2.9     New Products. Updates and Upgrades to the Software and the         MarketSite.net Service and software are subject to the terms of this         Agreement and are included in the Maintenance and Support fees payable         by Corio. Commerce One agrees to license Corio to use future products         and solutions offered by Commerce One according to the license fees and         other terms and conditions as the parties may agree. These products and         solutions may include, but are not limited to the following: e-commerce,         and marketing and sales force automation solutions.

2.10    Expansion of Geographical Scope. The parties agree Corio may seek         permission to expand the scope of the licenses granted under this         Section 2 worldwide, at no additional cost to Corio, and maintaining the         revenue sharing provisions contained herein, and Commerce One shall not         unreasonably withhold its permission to expand all such licenses         worldwide at no additional cost to Corio. If and when localized versions         of the Software become available, these versions shall be made available         under the maintenance and support provisions of this Agreement.

3.      DELIVERY OF SOFTWARE.

3.1     Delivery and Acceptance. Commerce One 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. Commerce One will provide Corio with one written         copy of the Documentation at no cost, and any additional written copies         at Commerce One's standard charges. Corio acknowledges that no copy of         the source code of the Software will be provided to

                                     4

5         Corio. Within thirty (30) days of delivery of the Software, but in no         event later than December 1, 1999, 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 Commerce One in writing of its acceptance of the Software.         In the event Corio finds material errors or defects with the Software,         Corio shall notify Commerce One in writing of such errors or defects and         provide adequate detail to facilitate Commerce One replicating the error         or defect. Upon receipt of written notice, Commerce One 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. Notwithstanding the foregoing, all Acceptance Testing         shall be complete by December 30, 1999, and Corio shall notify Commerce         One in writing of it's acceptance or rejection of the Software no later         than December 31, 1999. If after the third Acceptance Test Corio does         not accept the Software, Corio may, at its sole option, elect to (i)         repeat the Acceptance Test or (ii) terminate the Agreement and receive a         refund of any fees paid to Commerce One as of such date. 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. Commerce One shall provide Corio with any pre-release         versions of relevant Updates or Upgrades of the Software. Commerce One         shall make these versions available to Corio to preview at the earliest         possible date. Commerce One shall provide all such Updates and Upgrades         to Corio free of additional charge and Corio shall, in its sole         discretion determine when, and if, to offer any such Updates and/or         Upgrades to its Customers.

3.3     Additional Materials. Commerce One 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 Commerce One;         (iv) proactive bug notification; (v) software patches; (vi) release         documentation including technical reference manuals and user guides; and         (vii) all applicable data objects relevant to the Software. 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 of this Agreement, Corio shall pay the license         fees specified in EXHIBIT B hereto. Payment terms of such license fees         shall be as set forth in EXHIBIT B hereto.

4.2     Software Support and Maintenance Fees. Corio shall pay to Commerce One         an annual Software Maintenance and Support fee for the support services         to be provided by Commerce One specified in 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 annual Software         Maintenance and Support fees shall be as set forth in Exhibit B hereto.         Maintenance and Support shall automatically continue during the term of         this Agreement and thereafter, provided that Corio continues to pay the         annual Maintenance and Support fees contained in Exhibit B, attached         hereto.

4.3     Taxes. All fees are exclusive of any sales taxes, use taxes and any         other taxes and charges of any kind imposed by any federal, state or         local governmental entity for products and services

                                     5

6         provided under this Agreement, and Corio is responsible for payment of         all taxes concerning the Corio Services, excluding taxes based solely         upon Commerce One's income.

4.4     Audit Rights. Corio shall keep true and accurate books of accounts and         records for determining the amounts payable to Commerce One 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 for the purpose of verifying         the amounts payable to Commerce One under this Agreement. Such         inspections may be made no more than once each calendar year, at         reasonable times and upon reasonable notice. Commerce One 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 Commerce One for         the reasonable cost of the examination.

5       INSTALLATION SUPPORT, MAINTENANCE AND TRAINING.

5.1     Installation. Commerce One shall provide Corio with access to one (1)         full-time operations consultant for one (1) week at no charge to Corio         as part of the installation project as described in the Corio Statement         of Work - Hosted BuySite ASP, dated October 28, 1999 (Statement of         Work) incorporated herein by reference.

5.2     Implementation. Commerce One shall provide Corio with sufficient access         to Commerce One's professional services organization during the first         three (3) implementations of the Software conducted by Corio and its         Customers, in accordance with the Statement of Work incorporated herein         by reference, subject to the payment by Corio of the professional         services fee set forth in Exhibit B hereto (IMPLEMENTATION FEE).         Additionally, during the term of the Agreement the parties shall meet         periodically to discuss Updates and Upgrades to the Software and         MarketSite.net Service to better support Corio's and its Customers'         specific application requirements, to be provided at no charge to Corio.





5.3     Support and Maintenance. Commerce One shall provide Corio with support         described in EXHIBIT C hereto, and maintenance in the form of Updates         and Upgrades. Corio shall be responsible for providing its Customers         with routine technical support of the Software and MarketSite.net         Service. Corio shall escalate any technical support questions or         problems it is unable to answer or resolve directly to Commerce One for         Commerce One's immediate attention and resolution under 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 Commerce One shall have         no obligation to provide any maintenance or support services to other         third parties. Subject to Corio's payment of the annual support and         maintenance fee, Commerce One's support and maintenance obligation of         the Software and MarketSite.net Service shall continue after termination         or expiration of this Agreement with respect to all Software Users         granted access to the Software and MarketSite.net Service prior to         termination or expiration of this Agreement.

5.4     Product 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 and         MarketSite.net Service. The specific topics of the meetings will be         determined on a meeting-by-meeting basis. Each party

                                     6

7         shall appoint a product manager to coordinate these meetings. Commerce         One shall provide Corio with information relevant to future Software and         MarketSite.net Service 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.

5.5     Training. Commerce One 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 and         MarketSite.net Service as part of the Implementation Fee. Thereafter,         throughout the term of the Agreement and at Corio's request, Commerce         One shall provide additional training to Corio subject to payment of         Commerce One's standard training fees at a [*]. Corio shall be         responsible for training its Customers regarding proper use of the         Software and MarketSite.net Service. Further, the parties shall work         together and cooperate to train Corio's sales force and product         consultants on the Software and MarketSite.net Service and the alliance         contemplated by this Agreement, including without limitation, how to         position, sell and demonstrate the Software and MarketSite.net Service         to potential customers.

5.6     Other Services. Upon Corio's request, Commerce One 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.

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 and MarketSite.net Service. Each party shall         indicate in all product, service, publicity and printed materials         relating to the Corio Services or the Software and MarketSite.net         Service 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 Commerce One         or any Commerce One 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 other details, which         consent shall not be unreasonably withheld or delayed. To ensure         trademark quality, each party shall fully 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.

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8 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. Commerce One represents and warrants to         Corio that (a) Commerce One is the sole and exclusive owner of the         Software; (b) Commerce One 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 Commerce One except pursuant to a         license agreement; and (d) the Software does not infringe any patent,         copyright, trade secret, trademark or other intellectual property rights         of a third party.

7.3     Product Warranty. Commerce One warrants that the Software and         MarketSite.net Service 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 sixty (60) days from the Effective Date, but in no event not         later than December 31, 1999 (the Warranty Period). In addition,         Commerce One warrants that during the Warranty Period the Software and         MarketSite.net Service 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 and MarketSite.net Service does not perform in substantial         compliance with the Documentation, Commerce One shall take all         commercially reasonable efforts to correct the Software and         MarketSite.net Service, or if correction of the Software and         MarketSite.net Service is reasonably not possible, replace such Software         and MarketSite.net Service free of charge. Commerce One will replace any         defective media returned to Commerce One during the Warranty Period. In         the event any such breach of warranty can not be reasonably corrected at         Commerce One's sole expense, Corio has the right to terminate this         Agreement and receive a refund of all prepaid fees. The foregoing are         Corio's sole and exclusive remedies for breach of product warranty. The         warranty set forth above is made to and for the benefit of Corio only.         The warranty shall not apply only if:

     (a)     the Software and MarketSite.net Service 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 and MarketSite.net Service that cause it to deviate                 from the Documentation.

7.4     Product Warranty - Year 2000 Compliance. Commerce One warrants that the         Software and MarketSite.net Service, when used in accordance with its         associated 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 and MarketSite.net         Service properly exchange date data with the Software and MarketSite.net         Service

                                     8

9         OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF         MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

8       INDEMNIFICATION.

8.1     By Commerce One. Commerce One shall indemnify, defend and hold harmless         Corio and its Customers from any and all damages, liabilities, costs and         expenses (including reasonable attorneys' fees) incurred by Corio or its         Customers 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 Commerce One in         writing of any such claim and promptly tenders the control and the         defense and settlement of any such claim to Commerce One at Commerce         One's expense and with Commerce One's choice of counsel. Corio or its         Customer shall cooperate with Commerce One, at Commerce One's expense,         in defending or settling such claim 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 Commerce One may become, the subject         of any claim of infringement or if it is adjudicatively determined that         the Software infringes, then Commerce One 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         Commerce One has exhausted all diligent efforts, (iii) terminate this





     Agreement and refund to Corio a pro-rated portion of the fees paid         hereunder.

8.2     Limitations. Commerce One shall have no liability for any infringement         based on (i) the use of the Software other than as set forth in the         Documentation; or (ii) the modification of the Software by a party other         than Commerce One, when such infringement would not have occurred but         for such modification.

9       LIMITATION OF LIABILITY.

     EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO         EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF 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 FILING OF THE         CAUSE OF ACTION TO WHICH THE LIABILITY RELATES. EXCEPT FOR LIABILITY         ARISING UNDER SECTION 8 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, 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.

                                     9

10         LIABILITY RELATES. EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 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, 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 a non-disclosure agreement to be         concurrently executed with this Agreement.

11      TERM AND TERMINATION.

11.1    Term. The term of this Agreement shall commence on the Effective Date         and 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 materially breaches any term or condition         of this Agreement and fails to cure such breach within-thirty (30) 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-thirty (30) day period. This Agreement shall terminate         immediately upon notice if either party becomes insolvent (i.e., becomes         unable to pay its debts in the ordinary course of business as they come         due) or makes an assignment for the benefit of creditors. Compliance by         the Software with the Software's specifications after expiration of the         Warranty Period shall be deemed a material condition of this Agreement.

11.3    Effect of Termination. The following Sections shall survive the         termination or expiration of this Agreement for any reason: 4.2, 5.3, 7,         8, 9, 10, 12 and 14. Corio's right to allow its then-existing Customers         and their Software Users to use and access the Software in accordance         with Section 2 of this Agreement and all payment obligations related         thereto shall survive any termination or expiration of this Agreement.         Commerce One's obligation to provide Software support and maintenance to         Corio and its Customers shall survive any termination or expiration of         this Agreement, provided Corio continues to make its annual support and         maintenance payments as specified in this Agreement. 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 any Confidential Information necessary for         Corio to continue supporting it's then-existing Customers.

12      SOURCE CODE ESCROW.

12.1    Escrow Account. Within sixty (60) days of the Effective Date, Commerce         One agrees to execute an escrow agreement by and among Corio, Commerce         One and a mutually acceptable escrow agent (the ESCROW AGENT). The         Escrow Agent shall require Commerce One to place in an

                                    10

11         escrow account in California 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 confidence pursuant to the provisions contained in Section 10 of         this Agreement, and not to use them for any purpose other than those         purposes contemplated under Section 12.3 of this Agreement.

12.2    Release. Corio shall notify Commerce One 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) Commerce One's dissolution or ceasing to do business in the         normal course, or (ii) Commerce One's repeated and material breach of         its support and maintenance obligations under Section 5 of this         Agreement and such breach is not cured within sixty (60) days of receipt         of written notice thereof from Corio. If Commerce One 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 arbitration in the manner provided in         Section 14.3 of this Agreement.

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 in the Territory to use         and modify the Source Code to support and maintain the Software until         the expiration or termination of Corio's Customers' End User License         Agreements. 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. Subject to the licenses expressly granted in this         Agreement, Commerce One shall retain all right, title and interest in         and to the Source Code. This license shall be deemed to extend worldwide         in scope if Corio, at the time one or more Release Conditions has         occurred, has been granted worldwide license rights by Commerce One         under Section 2 of this Agreement.

13      SHARED RESOURCES.

13.1    Operations. To the extent not provided for within the Statement of Work         covered by the Implementation Fee, Commerce One shall provide Corio with         access to Commerce One operations personnel as reasonably requested by         Corio, subject to payment by Corio of Commerce One's standard fees [*].         These Commerce One operations personnel shall work together with Corio         personnel to optimize the architecture and performance of the Software         and MarketSite.net Service in a hosted environment. Commerce One shall         only commit personnel with expertise in installations, operating         environments and networking functionality.

13.2    Consulting. To the extent not provided for within the Statement of Work         covered by the Implementation Fee, Commerce One shall provide Corio with         access to Commerce One consulting personnel as reasonably requested by         Corio, subject to payment by Corio of Commerce One's standard fees [*].         These Commerce One

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                    11

12         consulting personnel shall initially work together with Corio personnel         to develop implementation templates. Commerce One may, in its sole but         reasonable discretion, elect to assign resources from a third party         systems integrator subject to advance notification to Corio of such         election.

13.3    Engineering. Commerce One shall provide Corio with reasonable access to         Commerce One engineering personnel at no additional cost to Corio. Joint         engineering work may include product development, including without         limitation, technical and functional application development and         integration.

13.4    Other. All services provided hereunder, in addition to services         subsequently requested by Corio (e.g. customization of the Software)         shall be subject to the terms of a separate agreement between the         parties.

13.5    Ownership. Subject to Commerce One's pre-existing ownership of any         materials or technology provided to Corio, the results of all such         development efforts set forth in this Section 13, including all         intellectual property rights in any software interface coding or         programs created solely by Corio during the term of this Agreement to         enable the Software to operated within the Corio Servers' hosted         environment (DEVELOPMENTS), shall be owned by Corio, unless such         Developments are supported on an ongoing basis by Commerce One in which         case Commerce One will retain all ownership rights, including





     intellectual property rights in the Developments. To the extent that         Commerce One would otherwise have a claim of ownership in such         Developments, Commerce One hereby assigns all rights in and to such         Developments to Corio. Further, Commerce One represents and warrants         that all Commerce One employees, agents, contractors or consultants that         will be provided to work together with Corio have or will have signed         agreements with customary terms containing confidentiality provisions         and assignment of inventions (EMPLOYEE NDA/INVENTION AGREEMENT). Corio         covenants and warrants that it will not disclose to Commerce One or its         officers, directors, employees, agents, contractors or consultants any         proprietary information, including without limitation any technical         information related to Developments created solely by Corio under this         Agreement, except upon the written authorization to do so by a Corporate         Officer of Commerce One. Commerce One covenants that during the term of         this Agreement, it will continue to require all Commerce One employees,         agents, contractors or consultants to sign an Employee NDA/Invention         Agreement and that Commerce One will furnish to Corio copies of such         signed agreements upon Corio's request. Ownership of intellectual         property rights to any enhancements, modifications or derivative works         to the Software itself which may be developed jointly by the parties or         solely by Corio shall be negotiated by the parties prior to the start of         any such development work.

13.6    Independent Development: Covenant not to Sue. Nothing in this Agreement         will be construed to prohibit either parties' right to independently         develop the Developments contemplated above. Each party covenants that         it shall not, under any circumstances, sue the other party (or its         officers, directors, successors and assigns) or any of that parties'         licensees, customers, or distributors (Protected Entities) for patent         infringment under any future patents or future patent rights relating to         said Developments, that either party owns or controls, so long as that         Protected Entity has a license from Commerce One or Corio to the         Software, or to a product that is a modification of, derivative work         based on, or replacement for the Software. The foregoing covenant is         binding on Corio's permitted successors and assigns, and inures to the         benefit of any

                                    12

13         of Commerce One's successors and assigns, and is binding on Commerce         One's permitted successors and assigns, and inures to the benefit of any         of Corio's successors and assigns.

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 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 telex, telegram         or facsimile followed by written confirmation by registered overnight         carrier or certified United States 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 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         changed and interpreted so as to best accomplish the

                                    13

14         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. Commerce One understands and agrees that Corio shall solely         direct the provision of Corio Services and may subcontract certain         portions of the Corio Services to third parties at any time during the         term of the Agreement.

14.9    Bankruptcy. The parties hereto agree that Corio, as a licensee of         Commerce One'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.

14.10   Complete Understanding. This Agreement including all Exhibits, and the         Non Disclosure 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. IN WITNESS WHEREOF, the parties have executed this Agreement         as of the Effective Date.

CORIO, INC.                              COMMERCE ONE, INC.

By: /s/ Signature Illegible              By: /s/ Signature Illegible                                              -------------------------------- Name: GEORGE KADIFA                      Name: MARK S. BIESTMAN       ---------------------------              ------------------------------

Title: CEO                               Title: V.P. WORLDWIDE SALES        --------------------------              ------------------------------

Date: 11/5/99                            Date:       --------------------------               ------------------------------

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15                                     EXHIBIT A

                                 SOFTWARE

1.      SOFTWARE.         Hosted BuySite v 6.0

2.      DEMONSTRATION SOFTWARE.         Hosted BuySite v 6.0

3.      RELATIONSHIP MANAGERS. The Corio Relationship Manager shall be:         __________. The Commerce One Relationship Manager shall be: ________.

4.      PRODUCT MANAGERS. For purposes of Section 5.4 of this Agreement, the         Corio product manager shall be: _________.

        The Commerce One product manager shall be: _______________.

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16                                     EXHIBIT B

                                  PRICING

SOFTWARE: BuySite Hosted Edition version 6.0





MarketSite.net Service access

SOFTWARE USERS: BuySite Hosted Edition: Unlimited

LICENSE FEES: BuySite Hosted Edition: [*]

MARKETSITE.NET SERVICE FEES: MarketSite.net Service Access: Year 1                          [*] Year 2-5, and beyond:           [*]

MAINTENANCE AND SUPPORT FEES: Year 1                          [*] Year 2-5, and beyond:           [*]

REVENUE SHARING FEES:

1.      MarketSite Transaction Revenue:         Commerce One to pay Corio [*] of all transaction fees from Corio         Customer transactions on MarketSite.

2.      Corio Customer Application Management Revenue:         Corio to pay Commerce One [*] of all Application Management Revenue from         Corio Customers for use of Commerce One Software or MarketSite.net         Service Access subject to the following limitations.

            A.     No Application Management Revenue shall be due for any                       Corio Customer subscriptions utilizing the initial 3000                       Software User licenses granted herein, subject to a                       minimum limitation of 40 Authorized Software Users per                       Customer

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

            C.     These Application Management Revenue fees shall begin                       accruing when the Corio Customer begins live operations.

IMPLEMENTATION FEES: Time and Materials Basis Billed at [*] in accordance with The Statement of Work as agreed between the parties, not to exceed [*].

* Certain information on this page has been omitted and filed   separately with the Commission. Confidential treatment has   been requested with respect to the omitted portions.

                                    16

17 PAYMENT TERMS

License Fees: Due upon Software Acceptance.

Maintenance and Support Fees: Net 30 of Software acceptance anniversary date, and each year thereafter. 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 Commerce One invoice, which shall be issued only after successful completion of each agreed upon milestone.

MarketSite.net Access Fee: Due upon Software Acceptance, and on each annual anniversary of Software Acceptance thereafter.

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18                                     EXHIBIT C

                         CUSTOMER SERVICE OUTLINE

1.      CONTACTING SUPPORT:

EMAIL:                     csc@commerceone.com

FAX:                       (925) 941-6060

SUPPORT HOTLINE:           (925) 941-5959

WWW:                       http://commerceone.com/solutions/osupport.htm

Our web access allows you to submit new incidents and be notified in real time by the support team, who will provide suggestions and technical support to resolve your issue. Such support will include clarification of the functions and features of the Software, clarification of the documentation, guidance in the operations of the Software, and error correction analysis and verification to the extent possible remotely.





2.      SERVICE HOURS: Staffed Monday - Friday, 7 am to 7 pm PST (except holidays). After hours support available 24x7 for Priority 1 technical issues only.

3.      PRIORITY DEFINITION:

     COMMERCE ONE RESPONSIBILITIES:

             *       Priority 1: The software and/or the hosted physical                         infrastructure is not operational and no workaround                         exists. Customer's production/business is seriously                         affected.

             *       Priority 2: Software and/or the hosted physical                         infrastructure functionality is impaired, does not work                         like proposed, but it is operational

     CORIO RESPONSIBILITIES:

             *       Priority 3: Minor software and/or the hosted physical                         infrastructure problems or functionality questions.

             *       Priority 4: Enhancement request or cosmetic problems.

4.      RESPONSE TIME: (Commitment to customers) Commence One will make every attempt to contact our customers within 30 minutes of the report of a critical incident, and to notify and work with any third party vendors providing ancillary services that may be affected by the incident. However, for providing specific action plans for resolutions, we are committed to the following schedule:

             *       Priority 1 incidents: 2 hours

             *       Priority 2 incidents: 4 hours

For resolution of incidents, we are committed to the following schedule:

             *       Priority 1 incidents: we will respond as provided above                         and continue resolution efforts on a 24 x 7 basis until                         the incident has been resolved

             *       Priority 2 incidents: we will respond as provided above                         and continue resolution efforts during business hours                         until the incident has been resolved

                                    18

19 5.      SUPPORT CONTACTS:

Up to 5 individuals can be designated as Registered Customers to contact Commerce One for Support services. Upon written notice, customers may change their designated contacts. [Additional contacts can be purchased at additional cost as mutually agreed. Specify the 5 contacts on the Customer Profile form.

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20                                     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, the MarketSite.net Services and the Corio Services, and         address other topics related to this Agreement.

2.      SALES COMPENSATION. The parties agree to provide their internal and         external sales and marketing personnel sufficient compensation         incentives designed to actively promote and encourage cross-selling of         the Corio Services, and the Software and the MarketSite.net Services,         respectively.

3.      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 and         MarketSite.net Services, respectively.

4.      MARKETING FUND. Within six (6) months after the Effective Date of the         Agreement, Corio and Commerce One each would contribute to a marketing         fund to be jointly managed by the parties to promote the sale and         marketing of the Corio Services, the Software and the MarketSite.net         Services.

5.      PERSONNEL. Each party agrees to assign one (1) existing sales or         marketing employee primarily dedicated to assist in the sales and         marketing promotional activity set forth in this Exhibit D.





6.      COOPERATION AND PUBLICITY. Upon mutual agreement, Corio and Commerce One         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, the MarketSite.net Services and the Corio Services in the         commercial marketplace.

7.      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 and MarketSite.net Services.

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[EX A]:
46040