TASK DEFINITION: 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.
PROBLEM: Exhibit 4.17 EXECUTION COPY SUPPLY AGREEMENT FERRER INTERNACIONAL, S.A. AND CUTANEA LIFE SCIENCES, INC. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





SUPPLY AGREEMENT This Supply Agreement (the Agreement) is made as of this ____ day of March, 2018 (the Effective Date), by and between Cutanea Life Sciences, Inc., a corporation duly organized and existing under the laws of the State of Delaware with its principal place of business at 1500 Liberty Ridge Drive, Suite 3000, Wayne, PA 19087 hereinafter referred to as CUTANEA), and Ferrer Internacional, S.A., a Spanish corporation with its principal place of business at Av. Diagonal, 549, 5t h floor, 08029 Barcelona (Spain) (hereinafter indistinctly referred to as Ferrer and/or Supplier). CUTANEA and Ferrer taken together hereinafter are referred to as PARTIES. WITNESSETH: WHEREAS, CUTANEA is engaged in the distribution, promotion and sale of certain pharmaceutical, OTC and medical device products and in particular desires that Ferrer manufacture (directly and/or through a third party) and supply CUTANEA with the Products (as defined below); and WHEREAS, Ferrer and Medimetriks Pharmaceuticals, Inc. (hereinafter Medimetriks) entered into a License and Supply Agreement dated March 10, 2014, as amended, (hereinafter referred as LSA) pursuant to which among other things, Ferrer granted Medimetriks exclusive commercialization and distribution rights to the Product (as defined in the LSA) throughout the Territory (as defined in the LSA); and WHEREAS, with Ferrer's consent, CUTANEA has acquired and assumed the rights, duties and obligations of Medimetriks under the LSA; and WHEREAS, Ferrer desires to manufacture (directly and/or through a third party) and supply CUTANEA with such Products; NOW, THEREFORE, in consideration of the mutual covenants hereinafter expressed, the Parties, intending to be legally bound hereby, agree as follows: 1. DEFINITIONS 1.1 Act Act means the Federal Food, Drug and Cosmetic Act, as amended, and regulations promulgated hereunder. 1.2 Business Day Business Day means any day other than a Saturday, Sunday or other day on which banks in Philadelphia, Pennsylvania and/ or Barcelona, Spain are permitted or required to close by any applicable law. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





1.3 Confidential Information Confidential Information means, other than information described in Section 9.1.2, all business and technical information, including third party information, in whatever form or manner presented, which is: (a) disclosed by or on behalf of a party (the Disclosing Party) to the other party (the Receiving Party) or learned or observed by the Receiving Party before or during the term of this Agreement; and (b) disclosed during any discussions and proceedings relating to any of the foregoing information, whether disclosed in oral, electronic, visual, written or any other form. Confidential Information shall include all information of the Disclosing Party that the Disclosing Party would consider confidential or proprietary under the circumstances. The fact that the Disclosing Party may have marked or identified as confidential or proprietary any specific information shall be indicative that such Disclosing Party believes such information to be confidential or proprietary, but the failure to so mark information shall not determine that such information is or is not considered confidential information by such Disclosing Party. 1.4 FDA FDA means the United States Food and Drug Administration, or any successor entity thereto. 1.5 Forecasted Needs Forecasted Needs means CUTANEA's estimate of Products (including in trade/sample form) to be ordered from Supplier for the upcoming rolling [***] period. 1.6 Governmental or Regulatory Authority Governmental or Regulatory Authority means governments, regulatory authorities, governmental departments, agencies, agents, commissions, bureaus, officials, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities (a) having or purporting to have jurisdiction on behalf of any nation, territory or state or any other geographic or political subdivision of any of them, or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power. 1.7 Manufacture Manufacture means all the activities relating to production of the Products including packaging and shipment preparation, quality control and release of Products. All the references contained in this Agreement regarding manufacturing activities shall be deemed rendered by Supplier, even if performed by its designee (whether in the form of a subcontractor, agent or otherwise). In consequence, all Manufacturing activities with respect to the Products to be Manufactured hereunder by Supplier shall be carried out by Supplier (or its designee) at the notified facility and utilizing equipment in the manner set forth in the Specifications, except to the extent that Supplier receives CUTANEA's advance written permission to alter the location or specified usage of the equipment that may be required under the Specifications or the NDA, as applicable. 3 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





1.8 Product(s) Product(s) means product(s) as listed from time to time in Schedule A Manufactured by the Supplier (directly or through a third person) to meet the Specifications (as hereinafter defined); except as otherwise set forth on Schedule A, the Product will be ready for re-sale by CUTANEA to its customers in finished, final packaged form bearing CUTANEA's labels, it being understood that, after generic competition of the Product enters the market in the United States of America including Puerto Rico and the U.S. Virgin Islands, CUTANEA will be permitted to place orders for Product under a generic label. The term Generic shall be interpreted as defined under Section 1.17 of the LSA. 1.9 Specifications Specifications means, with respect to the Products, the critical quality standards that include test attributes, analytical procedures, and appropriate acceptance criteria and Manufacturing procedures for which such Product should conform to be considered acceptable for its intended use and conform to quality standards approved by Governmental and Regulatory Authorities and as provided in the NDA for the Products, and required for the Manufacture and supply of such Product(s). 1.10 Supply Price Supply Price means the price to be charged to CUTANEA from time to time by Supplier for Products Manufactured and supplied hereunder, as set forth in Schedule A. 2. PRODUCT MANUFACTURE AND SUPPLY 2.1 Manufacture and Purchase. Subject to the terms and conditions of this Agreement, Supplier agrees that it will, on a non-exclusive basis (but exclusive for supply of the Product in the United States of America including Puerto Rico and the U.S. Virgin Islands), Manufacture (directly or through a designee) for and provide and supply to CUTANEA, and CUTANEA agrees that it will purchase exclusively from Supplier, all of its requirements of the Products as follows: Supplier shall supply Products in accordance with the Specifications and in sufficient quantity to meet CUTANEA's Forecasted Needs for the length of this Agreement. All deviations from the Specifications must be approved by CUTANEA, in writing, prior to Supplier Manufacturing the Product. 2.2 Raw Materials and Components. As between Supplier and CUTANEA, Supplier shall be responsible for the supply of all raw materials and components necessary for the Manufacture of Products at no additional cost to CUTANEA. Supplier (or its designee) shall order the initial components for each Product as soon as CUTANEA provides Supplier (or its designee) with the relevant artwork for the Product. 4 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.3 Quality Tests and Checks. In order to assure the conformity of the Products to the Specifications, the Supplier shall deliver or cause to be delivered to CUTANEA, at the time of shipment, a certificate of analysis and compliance or other batch documentation upon reasonable request (such as, deviations, investigations, batch records) with respect to each batch of Product supplied hereunder in the form required by the Quality Agreement. 2.4 Forecasting and Other Obligations. 2.4.1 As soon as practicable following execution of this Agreement, but in any event within ten (10) Business Days, CUTANEA agrees to provide Supplier with a best estimate, non-binding (except for the first six months) forecast of its Forecasted Needs for Products (including in trade/sample form) for the upcoming rolling 18-month period (the Forecast). Thereafter, CUTANEA will update this rolling [***] Forecast quarterly. 2.4.2 With regards to the FDA Fees, CUTANEA shall maintain the NDA for the Products and pay, from time to time, all required FDA filing and related Product fees. 2.4.3 CUTANEA shall notify Supplier within one Business Day, after it receives any materially adverse contact or communication from any Governmental or Regulatory Authority that relates to any Product. Supplier shall notify CUTANEA as soon as reasonably possible after it receives any materially adverse contact or communication from any Governmental or Regulatory Authority that relates to any Product and may reasonably be expected to affect patient safety. For matters that would not reasonably be expected to affect patient safety, Supplier shall notify CUTANEA of such communications in its discretion. 2.4.4 CUTANEA shall provide Supplier with copies of all communications received from or sent to any Governmental or Regulatory Authority with respect to any Product within three business days after receipt or sending of the communication, as the case may be (subject to confidentiality and privilege restrictions, if any). CUTANEA shall consult with Supplier regarding the response to any inquiry or observation from a Governmental or Regulatory Authority relating to a Product. CUTANEA shall consider all reasonable requests and comments by Supplier with respect to all contacts and communications with a Governmental or Regulatory Authority. 2.5 Purchase Orders. 2.5.1 CUTANEA agrees to purchase from Supplier all Products Manufactured for CUTANEA in accordance with valid CUTANEA Purchase Orders pursuant to the terms of this Agreement and provided that such Products meet the Specifications approved by CUTANEA. 5 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.5.2 During the term of this Agreement, CUTANEA will order Product(s) by issuing firm Purchase Orders not less than [***] business days before the requested delivery date(s) of such Product(s), and Supplier shall provide approval of the Purchase Order by the Supplier within five (5) business days following the Purchase Order reception, such approval signifying Supplier's commitment to deliver such Product(s) on the requested deliver date(s), it being understood that Supplier must accept a Purchase Order for delivery of Product not less than [***] business days before the requested delivery date when included in the first [***] of the Forecasted Needs. Each purchase order shall set forth the Product for which the purchase order is being issued, the quantity being ordered (in trade/sample form), the Supply Price for the Product(s) being ordered and the requested delivery date for the Product being ordered, and the locations to which such quantities shall be delivered. 2.5.3 Within ten (10) Business Days following this Agreement becoming effective and thereafter on or before the last day of each calendar quarter, CUTANEA shall provide Supplier with specific data as to its Forecasted Needs for such Product (including in trade/sample form) for the following rolling [***]. Supplier will use commercially reasonable efforts to deliver Product to CUTANEA with minimum expiry dating remaining of [***]% of the approved shelf-life. 2.5.4 CUTANEA's purchase orders shall designate the desired quantities of Products, delivery dates and destinations. Supplier shall fill and ship all orders of Products in accordance with CUTANEA's reasonable written instructions. CUTANEA'S purchase order may specify up to three (3) shipping destinations per batch of Product but will be in full pallet quantities. Additional destinations can be accommodated only upon CUTANEA payment of a shipping preparation fee to be negotiated by Supplier and CUTANEA. 2.6 Acceptance / Rejection of Products. 2.6.1 All Products shall be submitted to inspection and evaluation by or on behalf of CUTANEA to determine whether or not said Products meet the Specifications. CUTANEA will provide in good faith written acceptance of a batch of Product or written notification of any deficiencies within two (2) Business Days after receipt of the Certificate of Analysis for the Product batch. Written acceptance of a batch of the applicable Product is required as a condition to the delivery of Product to Cutanea's designated shipping agent in accordance with Section 3. If for any reason Supplier does not receive any such notification within such two (2) Business Day period, Supplier will promptly notify CUTANEA of such fact and CUTANEA will as soon as practicable and, in any event within another two (2) Business Days thereafter provide such written notice to Supplier and be responsible for any storage or similar charges that Supplier may incur for not delivering such Product. The lack of reception of such written acceptance within the second two (2) Business Day period shall be deemed as the batch is accepted. If, once the Product is delivered, CUTANEA determines that there is any deficiency with respect to any Product, CUTANEA will notify Ferrer of such claim within fifteen (15) Business Days of delivery of the Products. Each such notice of rejection to Supplier shall specify in reasonable detail the ways in which the Product batch failed to meet Specifications. CUTANEA shall grant to Supplier (or its designee) the right to inspect or test said Product batch and dispute CUTANEA rejection according to the provisions provided in this Section 2.6. In the event that Supplier disagrees with CUTANEA's defective Product claim, the issue shall be submitted to a mutually agreed upon independent third party laboratory, whose decision shall be final and binding upon the Parties. The costs arising from the laboratory's intervention and the costs of the replaced Products (including return and destruction costs of the defective Products) shall be borne by the Party whose results were mistaken. As to any such Product batch which is determined to fail the Specifications (Rejected Product), CUTANEA shall have no obligation to pay for such Rejected Product and Supplier shall replace such Rejected Product as soon as possible and no later than ninety (90) days thereafter. 6 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.6.2 In the event of a conflict between the test results of Supplier and the test results of CUTANEA with respect to any shipment of Product batch, within thirty (30) days following receipt by Supplier of CUTANEA's notice of rejection, sample of such Product batch shall be submitted by Supplier (and/or its nominee) to an independent laboratory designated by Supplier (and/or its nominee) and reasonably acceptable to CUTANEA, which shall perform an assessment and whose findings shall be conclusive. The cost of the assessment shall be borne by (i) CUTANEA if the findings indicate the Product met all Specifications or (ii) Supplier (or its nominee) if the findings indicate the Product failed to meet any Specifications. 2.7 Supply Price. The initial Supply Price for each Product (commercial trade and sample units) to be paid by CUTANEA to Supplier are listed in Schedule A. These Supply Prices are for finished forms of the Products [***] (except as otherwise set forth herein). 2.8 Quality Agreement. The Parties shall enter into a Quality Agreement for the Products. If there is any conflict between this Agreement and the Quality Agreement solely with respect to quality assurance matters, the Quality Agreement will prevail, and with respect to all other matters, this Agreement will prevail. 2.9 Pharmacovigilance Agreement. The Parties shall enter into a pharmacovigilance agreement with respect to the Products (the Pharmacovigilance Agreement). If there is any conflict between this Agreement and the Pharmacovigilance Agreement solely with respect to adverse events and patient safety, the Pharmacovigilance Agreement will prevail, and with respect to all other matters, this Agreement will prevail. 7 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.10 Failure to Supply. 2.10.1 Supplier will promptly notify CUTANEA in writing in the event that Supplier is unable or anticipates that it will be unable to supply compliant Products in accordance with the requirements of this Agreement (each a Failure to Supply). Supplier undertakes to implement appropriate methods to ensure consistency of supply of the Product for the Territory throughout the Term of the Agreement, including but not limited to using its commercially reasonable efforts to qualify an alternative site owned or operated by Supplier or its Affiliates to Manufacture the Product and obtain approval thereof from the FDA and, if necessary the possible qualification of alternate sources of supply by Supplier. CUTANEA shall be entitled to propose to Supplier such alternate sources of supply if Supplier has not taken any steps to qualify such alternate supplier before the Failure to Supply, and Supplier shall evaluate in good faith the proposal from CUTANEA. Should the Parties agree to such qualification as a remedy to a Failure to Supply, then Supplier will grant any necessary licenses and conducting technology transfer as reasonably necessary to enable such alternate supplier to Manufacture the Product during Supplier's Failure to Supply. 2.10.2 If Supplier fails to supply all or part of any shipment of Products ordered by CUTANEA on the delivery date specified on the applicable purchase order for such shipment, in addition to any other remedies the CUTANEA may have, CUTANEA at its sole discretion, may require Supplier to supply the undelivered Products at a future date agreed upon by CUTANEA and Supplier, but nonetheless such Products shall count toward any binding purchase obligation of CUTANEA, whether as part of the Forecast or otherwise. 3. SHIPMENT AND RISK OF LOSS Supplier shall ship the Products ordered by CUTANEA hereunder [***]. Title to, and risk of loss for, Product, shall transfer from Supplier to CUTANEA upon [***]. [***]. 4. TERM AND TERMINATION 4.1 Term. This Agreement comes into force as of the Effective Date and shall remain valid during the term of the LSA. In consequence, if the LSA to be signed by the Parties is terminated for any reason whatsoever, the present Agreement will automatically terminate and be extinguished. 4.2 Termination. This Agreement may be terminated at any time upon the occurrence of any of the following events: 4.2.1 The failure of either party to comply with its obligations herein, which failure is not remedied within forty-five (45) calendar days after receipt by the breaching party of written notice of such default. 8 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





4.2.2 Either party may terminate this Agreement immediately by giving the other party written notice thereof in the event such other party in the event of (a) a voluntary assignment by the other party for the benefit of creditors; (b) the institution of voluntary proceedings by the other party in bankruptcy, insolvency, moratorium or for a receivership, or for a winding-up or for the dissolution of the other party; or (c) the taking of any action by the other party under any statutory act for relief from creditors, to the extent permitted by applicable Law. 4.2.3 The LSA is terminated or expires for any reason. 4.3 Additional Rights and Remedies. Termination under this Section 4 shall be in addition to the other rights and remedies of the terminating party as specified herein. 4.4 Return of Materials. Upon the expiration or termination of this Agreement for any reason whatsoever, Confidential Information of either party delivered to the other pursuant to this Agreement, including all formulae for the Products, shall promptly be collected and returned in whatever form it may exist. Upon the effective date of expiration or termination of this Agreement for any reason whatsoever, Supplier shall deliver to CUTANEA all Products Manufactured hereunder under valid Purchase Orders and shall invoice CUTANEA for such Products. Subsequent to the expiration or termination of this Agreement, the Parties shall continue to be responsible for rejected Products in accordance with the terms of this Agreement. 4.5 Survival. Termination or expiration of this Agreement shall not relieve either party of obligations or liability for breaches of this Agreement incurred prior to or in connection with termination or expiration. Sections 4.3, 4.4, 5, 6, 8.4, 9, 10, and 12 hereof and this Section 4.5 shall survive the termination or cancellation of this Agreement for any reason along with Section 1 and any other section of this Agreement to the extent necessary to interpret the other surviving sections of this Agreement. 5. WARRANTIES 5.1 Conformity with Specifications. Supplier warrants that all Products sold pursuant to this Agreement will have been Manufactured in accordance with the Specifications for the release of the Product. 9 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





5.2 Compliance with the Act. Supplier shall bear sole responsibility for the validity of all test methods and appropriateness of all Specifications. In addition, Supplier shall bear sole responsibility for all regulatory approvals, filings, and registrations and adequacy of all validation, stability, and preservative efficacy studies including responsibility for adequacy of all validation, stability, and preservative effectiveness studies performed by Supplier on behalf of CUTANEA. Supplier warrants that it has obtained and shall maintain any and all necessary approvals, licenses and permits necessary to perform its obligations under this Agreement. CUTANEA warrants that it has obtained any and all necessary approvals from all applicable Governmental or Regulatory Authorities necessary to distribute all Products under this Agreement. 5.3 Conformity with FDA Regulations and cGMPs. Subject to CUTANEA's compliance with the provisions set forth in Section 5.2 and Section 5.4 hereof, Supplier warrants that all Products Manufactured, held for sale, sold and shipped pursuant to this Agreement shall have been Manufactured and shipped by Supplier in compliance with applicable FDA regulations and current Good Manufacturing Practices as that term is defined under the Act. 5.4 Compliance of Packaging and Labeling with Laws and Regulations. CUTANEA warrants that all labeling copy and other material developed or produced by CUTANEA for use in connection with the Products and artwork approved, designated or supplied by CUTANEA shall be in compliance with all applicable laws and governmental regulations. Compliance with all federal, state, and local laws and regulations concerning Specifications for packaging and labeling provided by CUTANEA shall be the sole responsibility of CUTANEA. Supplier warrants that all packaging and labeling services performed hereunder will be in accordance with CUTANEA's Specifications. CUTANEA hereby warrants to Supplier that, to CUTANEA's knowledge, all CUTANEA labeling and artwork related to the Product do not violate or infringe any patent, copyright or trademark laws, and agrees to indemnify Supplier, its employees, officers, directors and representatives for any claim, loss or damage including reasonable attorney's fees paid or incurred by any of them in connection therewith. 5.5 Access to Supplier's Facilities. 5.5.1 Access. Supplier shall use its commercially reasonable efforts to permit CUTANEA to have access to Supplier's (and its agents' and subcontractors') facilities upon reasonable notice, during normal business hours for any reasonable purpose, including compliance with current Good Manufacturing Practices and the Act. Such access shall in no way give CUTANEA the right to any of Supplier's confidential or proprietary information not related to this Agreement or used in the Manufacture of any Product. 10 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





5.5.2 Audit. Without limiting the generality of the foregoing, but subject to the Quality Agreement, Supplier shall use its commercially reasonable efforts to permit CUTANEA to conduct, once annually during the Term, one quality assurance and Manufacturing costs audit for any reasonable purpose, including access to those portions of Supplier's (and its agent's and subcontractor's) facilities where services are conducted under this Agreement, upon reasonable advance notice and at reasonable times during regular business hours (an Annual Audit). Supplier shall not charge CUTANEA for time and expenses incurred by Supplier (or its agents and subcontractors) in connection with an Annual Audit. For purposes of this subsection, CUTANEA shall ensure that its duly authorized agents and representatives involved in the audit have signed or are otherwise bound to maintain the confidentiality of Confidential Information learned as a result of the audit in accordance with Section 9 and CUTANEA shall be liable for any breach of such obligation by such agents or representatives. 5.6 Patent and Other Intellectual Property Rights. Supplier represents and warrants to CUTANEA that, as of the Effective Date, to the best of Supplier's knowledge, information and belief, Supplier is not infringing (and does not guarantee that under its knowledge is infringing) upon any Third Party patent or the intellectual property rights of any Third Party relating to the Products. In addition, Ferrer can make no representations or warranties regarding any possible future infringement of Supplier Patent by a Third Party nor guarantee that the Products do not infringe future patents and/or any intellectual property right of a Third Party. 5.7 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. 5.8 Debarment. 5.8.1 Each of the parties, to the best of its knowledge, hereby represents, warrants, certifies and covenants that it is not debarred under Section 306 of the Act or similar local law. In the event that a party becomes debarred, the debarred party agrees to notify the other party immediately if the same affects Supplier's ability to lawfully supply the Products or CUTANEA's ability to lawfully purchase the Products. 11 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





5.8.2 Each of the parties represents, warrants, certifies and covenants that to the best of its knowledge it has not and will not use in any capacity the services of any individual, corporation, partnership, or association which has been convicted or debarred under Section 306 of the Act or similar local law. In the event that a party becomes aware of or receives notice of the conviction or debarment of any individual, corporation, partnership, or association providing services to such party, which relates to the execution or performance of this Agreement, Supplier agrees to notify CUTANEA immediately. 6. PRODUCT RECALLS 6.1 Initiating and Effecting Recall. Supplier, as the NDA holder for the Product, shall make all decisions with respect to any complaint or adverse drug experience, or any recall, market withdrawal or any other corrective action related to any Product. Supplier shall be responsible for processing and submitting to the applicable authorities or agencies all reports of adverse drug experiences and Product complaints in accordance with applicable Acts. Supplier shall investigate all complaints associated with the Manufacture, safety or efficacy of the Product. CUTANEA shall notify Supplier in accordance with the terms of the Quality Agreement and the Pharmacovigilance Agreement of any complaints received by CUTANEA concerning any Products. 6.2 Implementation of Recall. Supplier shall implement recalls of Products from the market or other corrective actions related to the Product. CUTANEA shall assist Supplier, to the extent necessary or relevant, in implementing withdrawals or recalls of Products from the market or other corrective actions related to Products. Upon the receipt by either party of any direction to withdraw or recall any Product from the market from any Governmental or Regulatory Authority having jurisdiction, the receiving party shall notify the other party as soon as practicable in accordance with the terms of this Agreement and the Quality Agreement. With respect to notice to CUTANEA, it should be sent to [ ].com or via phone at [ ]. To the extent any seizure, withdrawal, recall (whether voluntary or involuntary), or corrective action with respect to any Product (collectively, Product Action) results from the adulteration or contamination (other than any naturally occurring contamination that can be traced back to the Manufacturing process) of Product while in the care and custody of CUTANEA, CUTANEA shall be responsible for the costs of the Product Action. Otherwise, Supplier shall be responsible for all of the costs of the Product Action. 12 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





7. FORCE MAJEURE The occurrence of an event which materially interferes with the ability of a party to perform its obligations or duties hereunder which is not within the reasonable control of the party affected (or in the case of Supplier, any current manufacturer of the Product) not due to the affected party's malfeasance, and which could not with the exercise of reasonable due diligence have been avoided (Force Majeure), including, but not limited to, fire, accident, labor difficulty, strike, riot, terrorism, civil commotion, act of God, delay or errors by shipping companies or change in Law, Governmental or Regulatory Authority action or inaction, shall not excuse such party from the performance of its obligations or duties under this Agreement, but shall merely suspend such performance during the continuation of Force Majeure. The party prevented from performing its obligations or duties because of Force Majeure shall promptly notify the other party hereto (the Other Party) of the occurrence and particulars of such Force Majeure and shall provide the Other Party, from time to time, with its best estimate of the duration of such Force Majeure and with notice of the termination thereof. The party so affected shall use its commercially reasonable efforts to avoid or remove such causes of nonperformance. Upon termination of Force Majeure, the performance of any suspended obligation or duty shall promptly recommence. Neither party shall be liable to the other party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. 8. CHANGES 8.1 Changes by CUTANEA. Any changes to the Specifications requested by CUTANEA must be approved by Supplier (or its designee) in its reasonable discretion and shall be incorporated and all costs and expenses associated with such changes shall be borne by CUTANEA. 8.2 Changes by Supplier. Any changes to the Specifications requested by Supplier must be notified to CUTANEA in advance to its implementation, and shall be incorporated only after approval of Governmental or Regulatory Authorities. All costs and expenses associated with such changes shall be borne by Supplier. 8.3 Changes by Governmental or Regulatory Authorities. The costs and expenses of any changes to the Specifications requested by any Governmental or Regulatory Authority shall be borne by Supplier unless the change, in the opinion of the JSC (as that term is defined in the LSA), entails a benefit to CUTANEA, in which case the costs arising from the changes and its implementation shall be borne by CUTANEA. 8.4 Obsolete Inventory. Any CUTANEA-specific inventory including, but not limited to, raw materials, work-in-process, packaging and finished goods rendered obsolete as a result of Supplier's supplier minimum order quantities that exceed the binding quantities of Product of Forecasted Needs, formula, artwork or packaging changes not requested by CUTANEA or by changes required by any Governmental or Regulatory Authority shall be destroyed in accordance with all applicable laws and regulations and Supplier shall indemnify CUTANEA for any liability, costs or expenses, including attorney's fees and court costs, relating to Supplier's failure to dispose of such inventory in accordance with such laws and regulations. Supplier shall also provide CUTANEA with all manifests and other applicable evidence of proper destruction as may be requested by CUTANEA or required by applicable laws and regulations. Any other materials rendered obsolete that are not result of Supplier's supplier minimum order quantities that exceed the binding quantities of Product of Forecasted Needs, formula, artwork or packaging changes requested by CUTANEA shall be reimbursed to Supplier by CUTANEA. 13 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





9. CONFIDENTIAL INFORMATION: INTELLECTUAL PROPERTY RIGHTS 9.1 Confidential Information. 9.1.1 All Confidential Information furnished by the Disclosing Party during the term of this Agreement shall be kept confidential and not used by the Receiving Party, except for purposes authorized by this Agreement, and shall not be disclosed to any person or firm, unless previously authorized in writing to do so, during the term of this Agreement and for an indefinite period thereafter. The Receiving Party may, however, disclose the same to its responsible officers and employees who require said information in order to perform such party's obligations under this Agreement, provided that said officers and employees shall have assumed like obligations of confidentiality. 9.1.2 Any other provisions hereof to the contrary notwithstanding, it is expressly understood and agreed by the Parties hereto that the obligations of confidence and nonuse herein assumed shall not apply to any information which may be demonstrated by documented means of sufficient evidence that: (1) is at the time of disclosure or thereafter becomes a part of the public domain through no fault, omission or other act of the Receiving Party or any individual or entity receiving such information, directly or indirectly, from the Receiving Party; or (2) was otherwise in the Receiving Party's lawful possession with no obligation or duty to maintain the confidentiality thereof prior to disclosure as shown by its written record; or (3) is hereafter disclosed to the Receiving Party by a third party lawfully entitled to possession of such Confidential Information and under no obligation or duty of confidentiality; or (4) is released from a confidential status by Disclosing Party as evidence by an instrument or agreement duly executed by Disclosing Party; or (5) is required to be disclosed pursuant to regulatory or legal requirements, provided that the Receiving Party provides reasonable advance notice to the Disclosing Party and the Receiving Party reasonably cooperates with the Disclosing Party to obtain confidentiality protection of such information. 14 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





9.1.3 The Receiving Party agrees that money damages would not be a sufficient remedy for any breach of the confidentiality obligations hereunder and that, in addition to all other remedies, the Disclosing Party will be entitled to seek injunctive or other equitable relief as a remedy for any such breach by the Receiving Party without having to post a bond. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any unauthorized release of Confidential Information or other breach of the confidentiality obligations hereunder of which it is or becomes aware. 9.2 Intellectual Property. Except as the Parties may otherwise expressly agree in writing, each party shall continue to own its existing patents, trademarks, copyrights, trade secrets and other intellectual property (Intellectual Property), without conferring any interests therein on the other party. Neither party shall acquire any right, title or interest in the other's Intellectual Property by virtue of this Agreement or otherwise, except to the extent expressly provided herein. 9.3 Publicity and SEC Filings. The Parties agree that, unless mutually agreed by the Parties in writing otherwise, no public announcement or press release regarding the execution of this Agreement shall be made. Notwithstanding anything to the contrary contained herein, each party agrees that it shall cooperate fully and in a timely manner with the other with respect to all disclosures required to be made to the SEC or any other Governmental or Regulatory Authority, including providing written notice to the other party and sufficient time to review and request confidential treatment of Confidential Information of either party included in any such disclosure. 10. INDEMNIFICATION 10.1 Indemnification by Supplier. Supplier shall indemnify, defend and hold CUTANEA harmless from any and all losses, damages, liabilities, costs, charges, expenses, including, without limitation, court fees and reasonable lawyers' fees and other legal expenses (collectively, Losses) to which CUTANEA may become subject as a result of any claim, complaint, suit, demand, action or other proceeding by any Third Party (collectively Claims), to the extent such Losses arise out of or in connection with: (i) the development, use, Manufacturing, storage, handling or distribution of the Products by Supplier or any of its Affiliates or contract suppliers of Products; (ii) the negligence or willful misconduct of Supplier or any of its Affiliates or contract suppliers of Products; or (iii) a breach or non-fulfilment by Supplier of its obligations according to this Agreement and/or any law in force; or (iv) a breach by Supplier of any warranty, representation, covenant or agreement made by it in this Agreement; except, in each case, to the extent such Losses result from (a) the negligence or willful misconduct of CUTANEA or (b) the breach by CUTANEA of any warranty, representation, covenant or agreement made by it in this Agreement and to the extent that such negligence, willful misconduct or breach it is stated by a final court decision. Notwithstanding the foregoing, Supplier shall have no obligation to indemnify CUTANEA for reasonable lawyers' fees and other legal expenses incurred by CUTANEA after Supplier has taken over the defense of such claim, Action or Proceeding in accordance with Section 10.3 unless and then only to the extent otherwise agreed to in advance in writing by Supplier. 15 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





10.2 Indemnification by CUTANEA. CUTANEA shall indemnify, defend and hold Supplier harmless from any and all Losses, to which Supplier may become subject as a result of any Claim to the extent such Losses arise out of or in connection with: (i) the development, use, storage, handling, distribution, marketing or selling of the Products by CUTANEA and its Affiliates; (ii) the negligence or willful misconduct of CUTANEA and its Affiliates; (iii) the breach or non-fulfilment by CUTANEA of its obligations according to this Agreement and/or any law in force; or (iv) a breach by CUTANEA of any warranty, representation, covenant or agreement made by it in this Agreement; except, in each case, to the extent such Losses result from: (a) the negligence or willful misconduct of Supplier (b) the breach by Supplier of any warranty, representation, covenant or agreement made by it in this Agreement and to the extent that such negligence, willful misconduct or breach it is stated by a final court decision. Notwithstanding the foregoing, CUTANEA shall have no obligation to indemnify Supplier for reasonable lawyers' fees and other legal expenses incurred by Supplier after CUTANEA has taken over the defense of such claim, Action or Proceeding in accordance with Section 10.3 unless and then only to the extent otherwise agreed to in advance in writing by CUTANEA. 10.3 Assertion of Claim. In the event that any claim is asserted against any party hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding (which shall mean any action, claim, suit, proceeding, arbitration or Governmental or Regulatory Authority action, notification, investigation or audit, hereinafter referred to as an Action or Proceeding) involves a matter which is subject to a claim for indemnification under this Section, then such party (an Indemnified Party) shall promptly give written notice to the other party or parties (the Indemnifying Party) of such claim, Action or Proceeding. If the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken (or otherwise confirms its indemnification obligation responsibility to the satisfaction of the Indemnified Party) and if the Indemnified Party is reasonably assured of the Indemnifying Party's ability to satisfy such agreement, then such Indemnifying Party shall take over the defense of such claim, Action or Proceeding, except that, in such case, the Indemnified Party shall have the right to approve any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in the defense of said claim, Action or Proceeding at its own cost and expense. In no event shall the Indemnifying Party settle any such claim or potential claim, Action or Proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. 16 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





10.4 Insurance. 10.4.1 Each of Supplier and CUTANEA shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Commercial General Liability Insurance from carriers having an A. M. Best rating of A, including Product Recall, Bodily Injury and Property Damage Insurance, with a combined single limit of not less than $[***] per occurrence and $[***] in the aggregate annually (this limit can be secured via a combination of primary and excess/umbrella policies). In addition, each of the Parties shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Product Liability Insurance from carriers having an A.M. Best rating of A with a combined single limit of not less than $[***] per occurrence and in the aggregate annually. 10.4.2 Each party agrees to provide the other party with a Certificate of Insurance evidencing such coverage, naming the other party as an additional insured. Each party agrees to give the other party written notice, promptly, of any material change in or cancellation of coverages or limits. In addition, if and for so long as Supplier utilizes any subcontractor(s) or agents to provide services hereunder, Supplier will use its commercially reasonable efforts to cause each such subcontractor to hold, at least, the minimum insurance coverages listed above. 11. REPRESENTATIONS AND WARRANTIES 11.1 REPRESENTATIONS BY SUPPLIER. Supplier makes the following representations and warranties and agrees to notify CUTANEA immediately upon any future breach of these representations and warranties: 11.1.1 Organization of Supplier. Supplier is a Spanish corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. 11.1.2 Enforceability of this Agreement. The execution and delivery of this Agreement has been authorized by all requisite corporate action on the part of Supplier. This Agreement is and will remain a valid and binding obligation of Supplier, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors. 11.1.3 Absence of Other Contractual Restrictions. Supplier is under no contractual or other obligation or restriction that is inconsistent with Supplier's execution or performance of this Agreement. Supplier will not enter into any agreement, either written or oral, that would conflict with Supplier's responsibilities under this Agreement. 17 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





11.1.4 Qualifications of Supplier Personnel. Supplier has, and will engage, employees, subcontractors and/or consultants (Supplier Personnel) with the proper skill, training and experience to provide the services under this Agreement. Supplier will be solely responsible for paying Supplier Personnel and providing any employee or other benefits that they are owed. 11.1.5 Legal Compliance. Supplier will comply, in all material respects, with all laws, regulations and orders applicable to its operations. Supplier has and at all times during the term of this Agreement shall maintain all permits, licenses and similar authorizations required for it to perform its obligations under this Agreement. 11.2 Representations by CUTANEA. CUTANEA makes the following representations and warranties and agrees to notify Supplier immediately upon any future breach of these representations and warranties: 11.2.1 Organization of CUTANEA. CUTANEA is a Delaware corporation, duly organized, validly existing and in good standing under the laws of Delaware. 11.2.2 Enforceability of this Agreement. The execution and delivery of this Agreement has been authorized by all requisite corporate action on the part of CUTANEA. This Agreement is and will remain a valid and binding obligation of CUTANEA, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors. 11.2.3 Absence of Other Contractual Restrictions. CUTANEA is under no contractual or other obligation or restriction that is inconsistent with CUTANEA's execution or performance of this Agreement. CUTANEA will not enter into any agreement, either written or oral, that would conflict with CUTANEA's responsibilities under this Agreement. 11.2.4 Legal Compliance. CUTANEA will comply, in all material respects, with all laws, regulations and orders applicable to its operations. CUTANEA has and at all times during the term of this Agreement shall maintain all permits, licenses and similar authorizations required for it to perform its obligations under this Agreement. 18 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





11.3 Anti-Corruption Undertaking Both parties shall comply with, and will not cause any party and its Affiliates, associates, directors, officers, shareholders, employees, representatives, sublicensees or agents worldwide to be in violation with any applicable anti-corruption laws, rules and regulations including but not limited to the United States Foreign Corrupt Practices Act (the FCPA) or U.K. Bribery Act 2010. Without limiting the foregoing, neither party will, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official, in order to obtain or retain business or to secure any commercial or financial advantage for the other party or for itself or any of their respective Affiliates. Each of the parties undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: Offering, promising, or giving a financial or other advantage to another person where it is intended to bring about the improper performance of a relevant function or activity, or to reward such improper performance; acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity. Improper Performance means a breach of expectations that a person will act in good faith, impartially, or in accordance with a position of trust. Both parties must also (1) make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company, (2) devise and maintain a system of internal accounting controls, and (3) at any time a party so requests in writing, but no more than once a year, grant to the other party commercially reasonable access to said books, records, systems and accounts to verify compliance. Such inspection shall be undertaken by an independent public accountant or accounting firm appointed by the requesting party and about whom the other party does not express a legitimate concern. For the avoidance of doubt, this restricted annual audit shall not apply to for-cause audits, which may be conducted at any time. 19 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





12. GENERAL PROVISIONS 12.1 Notices. Except for invoices, which shall be sent in accordance with Schedule A, all notices required or permitted under this Agreement must be written and sent to the address or facsimile number identified in this Agreement or a subsequent notice. All notices must be given (a) by personal delivery, with receipt acknowledged, (b) by facsimile followed by hard copy delivered by the methods under (c) or (d), (c) by prepaid certified or registered mail, return receipt requested, or (d) by prepaid recognized next business day delivery service. Notices will be effective upon receipt or at such later time as stated in the notice. Notices shall be sent: If to Supplier: Ferrer Internacional, S.A. Attention: Legal Department Av. Diagonal, 549, 5t h Floor 08029 Barcelona, Spain If to CUTANEA: Cutanea Life Sciences, Inc. Attention: President and CEO 1500 Liberty Ridge Drive Suite 3000 Wayne, PA 19087 With a copy (which shall constitute notice) to: Cutanea Life Sciences, Inc. Attention: General Counsel 1500 Liberty Ridge Drive Suite 3000 Wayne, PA 19087 Fax: +1 484.652.0223 12.2 Entire Agreement; Amendment. The Parties hereto acknowledge that this Agreement, including the Quality Agreement and the Pharmacovigilance Agreement and any exhibits, schedules or other attachments hereto sets forth the entire agreement and understanding of the Parties and supersede all prior written or oral agreements or understandings with respect to the subject matter hereof. In the event of any conflict between this Agreement and the LSA, this Agreement will control with respect to issues of quality assurance, patient safety, Supply Unit Price and changes to it, and other terms and conditions customarily associated with supply agreements for commercial pharmaceutical products. Notwithstanding the precedent, in the event of any conflict between Quality Agreement and/or Pharmacovigilance Agreement and this Agreement, Quality Agreement or Pharmacovigilance Agreement shall prevail with respect to terms and conditions customarily associated with Quality or Pharmacovigilance as respectively applicable. No modification of any of the terms of this Agreement, or any amendments thereto, shall be deemed to be valid unless in writing and signed by the party against whom enforcement is sought. No course of dealing or usage of trade shall be used to modify the terms and conditions herein. 20 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





12.3 Waiver. No waiver by either party of any default shall be effective unless in writing, nor shall any such waiver operate as a waiver of any other default or of the same default on a future occasion. 12.4 Assignment. This Agreement shall be assignable or transferable by either party hereto only with the consent in writing of the other party, such consent not to be unreasonably withheld. However, Supplier shall be free to assign this Agreement along with the LSA in favor of any third party, provided that the succeeding entity assumes all of the obligations under this Agreement and the LSA, and further provided that Supplier provides CUTANEA with prior written notice of such assignment. Any assignments, including but not limited to, sale, transfer, or license of brand or Products, shall not release the original party hereto from their duties and obligations under this Agreement. For the purposes of this Agreement, the terms subsidiaries and affiliates shall mean any entity controlling, controlled by, or under common control with, either of the Parties hereto. 12.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to any principles of conflicts of law thereof. Any suit or proceeding arising in respect of this Agreement will be tried exclusively in the United States District Court of the Southern District of the State of New York or, if that court declines to accept or does not have jurisdiction over a particular matter, any other State Court in the State of New York or Federal court of the United States of America located in the State of New York, and both parties irrevocably and unconditionally agree to submit to the exclusive jurisdiction of, and to venue in, such courts (and agree not to commence any action, suit, or proceeding relating thereto except in such courts). Both parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit, or proceeding arising out of this Agreement in such court, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Both parties further agree that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth below shall be effective service of process for any action, suit or proceeding brought against the parties in any such court. BOTH PARTIES HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING REGARDING THE SUBJECT MATTER OF THIS AGREEMENT. 21 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





12.6 Severability. In the event that any term or provision of this Agreement shall violate any applicable statute, ordinance, or rule of law in any jurisdiction in which it is used, or otherwise be unenforceable, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof. 12.7 Headings, Interpretation. The headings used in this Agreement are for convenience only and are not a part of this Agreement. 12.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same original. 12.9 Independent Contractor. In performing its services hereunder, Supplier shall act as an independent contractor. [Signature page follows.] 22 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





IN WITNESS WHEREOF, the Parties hereto have each caused this Agreement to be executed by their duly authorized officers as of the date first above written. CUTANEA LIFE SCIENCES, INC. FERRER INTERNACIONAL, S.A. By: /s/ [***] By: /s/ [***] Its: [***] Its: [***] Date: Date: FERRER INTERNACIONAL, S.A. By: /s/ [***] Its: [***] Date: [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





Schedule A Capitalized terms in this Exhibit A are defined in LSA. The initial purchase price for trade units of the Products shall be set at $[***] per [***] sample tube of the Product, $[***] per [***] trade unit of the Product, $[***] per [***] trade unit of the Product, and $[***] per [***] trade unit of the Product, FCA manufacturing site (the Supply Unit Price). Notwithstanding the foregoing, after December 31, 2018 and during the term of this Agreement, Ferrer may change its Supply Unit Price on any or all the Products from time to time, but no more than once annually, based on documented actual increases to Ferrer's direct manufacturing and labor (but specifically excluding overhead) costs (or those charged by its nominee), provided that Ferrer furnishes the Company with at least thirty (30) days prior written notice of any such change. The increase shall apply to any order received by Ferrer after the communication date of the increase. In the event that the new Supply Unit Price for the Products may make the business not feasible, the Parties, in good faith and through the Joint Steering Committee, agree to meet and negotiate in good faith an alternative solution. The purchase price for the Products shall be paid in US Dollars by the Company and such payment terms shall be [***] following the date that the Products are received and accepted (as per Article 4.4 of the LSA) by the Company, by wire transfer into an account designated by Ferrer. Invoices shall be generated upon shipment of Product from Supplier. Invoices should be sent by email to the following address: invoice@cutanea.com. Failure to send invoices to the email address provided herein may cause a delay in approval and payment. In the event that the Company does not fulfill such terms, Parties agree to discuss in good faith alternative payment conditions. In case there is not an agreement between the Parties after 30 days, Ferrer will accept an irrevocable and guaranteed letter of credit payable as term of payment. Additionally, Parties agree to share exchange EUR/ USD rate fluctuations covering the payment of royalties. More concretely, within the first 30 days after every calendar year, Ferrer will calculate the average annual EUR/USD rate based on the EUR/USD rates published in the Financial Times the last business day of every month. Such EUR/USD average rate will be compared with the rate applied in every invoice during the year. If, as a result of this reconciliation, there arises a difference above or under [***]%, Parties agree to share the resulting amount on an equitable basis (50%). Ferrer will report the reconciliation to the Company for its acceptance and, after 15 business days, issue an invoice which will be debited/credited in the next 30 days by wire transfer into the accounts designated by the Parties. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 
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?

SOLUTION: 47208

PROBLEM: Exhibit 10.4 Split-Dollar Endorsement Agreement

THIS AGREEMENT is made and entered into this 1st day of June, 2017 by and between Prudential Bank (hereinafter referred to as the Employer), located in Philadelphia, Pennsylvania and Jeffrey Hanuscin, (hereinafter referred to as the Employee), residing at 2406 Sanibel Circle, Palmyra, NJ 08065.

WHEREAS, the Employee has performed his duties in an efficient and capable manner; and

WHEREAS, the Employer is desirous of retaining the services of the Employee; and

WHEREAS, the Employer is desirous of assisting the Employee in obtaining life insurance on his own life; and

WHEREAS, the Employer has determined that this assistance can best be provided under a split-dollar arrangement; and

WHEREAS, the Employer and the Employee have applied for insurance policies issued by various insurance companies; and   WHEREAS, it is now understood and agreed that this split-dollar agreement is to be effective as of the date first listed above;

WHEREAS, it is now understood and agreed that this agreement shall supersede any previous split dollar agreements that are currently in place between the Employer and Employee.

NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties agree as follows:

ARTICLE I Definitions

For purposes of this Agreement, the following terms will have the meanings set forth below:

Base Salary means the Employee's total base salary as of each January 1st exclusive of special payments such as bonuses or commissions, but including any salary reductions made in accordance with Section 125 or 401(k) of the Code.

Cash Surrender Value of the Policies will mean the Cash Value of the Policies; plus any dividends and/or earnings added hereto; and less any Policy Loan Balance.

Cash Value of the Policies will mean the cash value as calculated according to the provisions of the Policies.

Current Loan Value of the Policies will mean the Loan Value of the Policies reduced by any outstanding Policy Loan Balance.

Loan Value of the Policies will mean the amount which with loan interest and Monthly Deductions for the Cost of Insurance, plus any applicable Surrender Charge, will equal the Cash Value of the Policies on the next loan interest due date.

Net Amount at Risk will mean the total face amount of the policies (including death benefit by rider if applicable) reduced by the Cash Value of the Policies.

Employer's Interest in the Policies is defined in Articles IV and V.

Policy or Policies refers to the life insurance contracts listed below:

Source: PRUDENTIAL BANCORP, INC., 8-K, 6/6/2017





Policy Number Carrier

39132041  Mass Mutual   755073   Midland National

However, a contract will be considered part of the Policy only to the extent the contract is approved and issued by the Carrier. The Employer is under no obligation to enter into a substitute contract for a contract that is not issued by the Carrier.

Policy Loan Balance at any time will mean policy loans outstanding plus interest accrued to date.

Insurer means the carrier of the Policy or Policies.

ARTICLE II Allocation of Gross Premium

The Employer will pay all premiums on the Policies when due, according to the Schedule of Premiums in the Policies.

ARTICLE III Rights in the Policies

The Employee will have the sole right to designate the beneficiary for the amount specified in Article IV of the death proceeds of the Policies. The Employer will have and may exercise, except as limited hereinafter, all ownership rights in the Policies. The Employer will not take any action in dealing with the Insurer that would impair any right or interest of the Employee in the Policies. The Employer will have the right to borrow from the Insurer, and to secure that loan by the Policies an amount which together with the unpaid interest accrued thereon, will at no time exceed the lesser of (a) the Employer's Interest in the Policies and (b) the Loan Value of the Policies. During the Employee's life time The Employer's Interest In The Policies will mean, at any time at which the value of such interest is to be determined under this Agreement, the Cash Value of the Policies at such time, reduced by any then outstanding Policy Loan Balance with respect to any loans made or charged automatically against the Policies by the Employer.

ARTICLE IV Rights to the Proceeds at Death

Upon the death of the Employee while this Agreement is in force, the Employee's beneficiary as named in the Beneficiary Designation Form on page 6 (or as it may be amended according to the terms set forth on page 6) for this Agreement will be entitled to receive from the Policy proceeds an amount equal to the lesser of: (a) (two (2) times the Employee's annualized base salary at the time of death as provided by the Employer's payroll department) plus $100,000, reduced by any amount payable under the Employer's group term life insurance plan, or (b) the Net Amount At Risk. The Employer shall be the beneficiary of the remaining death proceeds of the policy after the Employee's interest is determined. Within 60 days after the death of the Employee, the Employer will provide to the Insurer a written statement indicating the amount of each policy's proceeds the Employee's beneficiary is entitled to receive.

ARTICLE V Taxes

Any income or employment taxes due for a year on the value of current life insurance coverage provided to the Employee under this Agreement will be the responsibility of the Employee. To the extent that the value of current life insurance coverage is taxable income, it will be subject to withholding requirements and will be reported as income by the Employer to the IRS and state-taxing authorities on the Employee's W-2 Form or other IRS or state-required reporting form to the extent required by law.

2

Source: PRUDENTIAL BANCORP, INC., 8-K, 6/6/2017





ARTICLE VI Termination of Agreement

This Agreement may be terminated at any time while the Employee is living by written notice thereof by either the Employer or the Employee to the other; and, in any event, this Agreement will terminate upon termination of the Employee's employment. ARTICLE VII Plan Management

For purposes of the Employee Retirement Income Security Act of 1974, the Employer will be the Named Fiduciary and Plan Administrator of the split-dollar life insurance plan for which this Agreement is hereby designated the written plan instrument. The Employer's board of directors may authorize a person or group of persons to fulfill the responsibilities of the Employer as Plan Administrator. The Named Fiduciary or the Plan Administrator may employ others to render advice with regard to its responsibilities under this Plan. The Named Fiduciary may also allocate fiduciary responsibilities to others and may exercise any other powers necessary for the discharge of its duties to the extent not in conflict with the Employee Retirement Income Security Act of 1974.

ARTICLE VIII Claims Procedure

(1) Filing claims. Any insured, beneficiary or other individual (hereinafter Claimant) entitled to benefits under the Plan or under the Policies will file a Claim request with the Plan Administrator with respect to benefits under the Plan and with the Insurer, with respect to benefits under the Policies. The Plan Administrator will, upon written request of a Claimant, make available copies of any claim forms or instructions provided by the Insurer or advise the Claimant where such forms or instructions may be obtained.

(2) Notification to Claimant. If a claim request is wholly or partially denied, the Plan Administrator will furnish to the Claimant a notice of the decision within 90 days in writing and in a manner calculated to the understood by the Claimant, which notice will contain the following information: (a) The specific reason or reasons for the denial; (b) Specific reference to the pertinent Plan provisions upon which the denial is based; (c) A description of any additional material or information necessary for the Claimant to perfect the Claim and an explanation of why such material or information is necessary; and (d) An explanation of the Plan's claims review procedure describing the steps to be taken by a Claimant who wishes to submit his claim for review.

(3) Review Procedure. A Claimant or his authorized representative may with respect to any denied claim: (a) Request a review upon written application filed within 60 days after receipt by the Claimant of notice of the denial of his claim; (b) Review pertinent documents; and (c) Submit issues and comments in writing

Any request or submission will be in writing and will be directed to the Named Fiduciary (or his designee). The Named Fiduciary (or its designee) will have sole responsibility for the review of any denied claim and will take all steps appropriate in the light of its findings.

(4) Decision on Review. The Named Fiduciary (or its designee) will render a decision upon review of a denied claim within 60 days after receipt of a request for review. If special circumstances warrant additional time, the decision will be rendered as soon as possible, but not later than 120 days after receipt of request for review. Written notice of any such extension will be furnished to the Claimant prior to the commencement of the Extension. The decision on review will be in writing and will include specific reasons for the decision, written in a manner calculated to be understood by the Claimant, as well as specific references to the pertinent provisions of the Plan on which the decision is based. If the decision on review is not furnished to the Claimant within the time limits prescribed above, the claim will be deemed denied on review.

3

Source: PRUDENTIAL BANCORP, INC., 8-K, 6/6/2017





ARTICLE IX Satisfaction of Claim

The Employee rights and interests, and rights and interests of any person taking under or through him, will be completely satisfied upon compliance by the Employer with the provisions of the Agreement.

ARTICLE X Amendment and Assignment

This Agreement may be altered, amended or modified, including the addition of any extra policy provisions, by a written instrument signed by the Employer and the Employee. Either party may, subject to the limitations of Article IV, assign its interest and obligations under this Agreement, provided, however, that any assignment will be subject to the terms of this Agreement.

ARTICLE XI Possession of Policies

The Employer will keep possession of the Policies. The Employer agrees from time to time to make the policies available to the Employee or to the Insurer for the purpose of endorsing or filing any change of beneficiary on the Policies but the Policies will promptly be returned to the Employer.

ARTICLE XII Governing Law

This Agreement sets forth the entire Agreement of the parties hereto, and any and all prior agreements, to the extent inconsistent herewith, are hereby superseded. This Agreement will be governed by the laws of the State of Pennsylvania.

ARTICLE XIII Interpretation

Where appropriate in this Agreement, words used in the singular will include the plural and words used in the masculine will include the feminine.

IN WITNESS WHEREOF, the parties have hereunto set their hand, the Employer by its duly authorized officer, on the day and year first above written.



/s/Jeffrey Hanuscin   Employee       Prudential Bank   by: /s/Jack Rothkopf    Senior Vice President and Chief Financial Officer



4

Source: PRUDENTIAL BANCORP, INC., 8-K, 6/6/2017





Split Dollar Policy Endorsement Beneficiary Designation

Pursuant to the terms of the Prudential Bank Split Dollar Agreement dated as of June 1st, 2017, the undersigned Owner requests that the Policies referenced in the Agreement and issued by the Insurer provide for the following beneficiary designation and limited contract ownership rights to the Employee:

1. Upon the death of the Employee, proceeds shall be paid in one sum to the Owner, its successors or assigns, to the extent of its interest in the Policy as described in the Agreement. It is hereby provided that the Insurer may rely solely upon a statement from the Owner as to the amount of proceeds it is entitled to receive under this paragraph.

2. Any proceeds at the death of the Employee in excess of the amount paid under the provisions of the preceding paragraph shall be paid in one sum to the following beneficiaries designated by the Employee:     Primary Beneficiary, Relationship, Address     Contingent Beneficiary, Relationship, Address

The Contingent Beneficiary shall receive the benefit only if the Primary Beneficiary does not survive the Employee.

The exclusive right to change the beneficiary for the proceeds payable under this section 2, to elect any optional method of settlement for the proceeds paid under this section 2 that are available under the terms of the policy, and to assign all rights and interests granted under this section 2 are hereby granted to the Employee. The sole signature of the Employee shall be sufficient to exercise said rights.

The Owner retains all contract rights not granted to the Employee under this section 2.

3. It is agreed by the undersigned that this designation and limited assignment of rights shall be subject in all respects to the contractual terms of the Policy.

4. Any payment directed by the Owner under this endorsement shall be a full discharge of the Insurer, and such discharge shall be binding on all parties claiming any interest under the policy.

The undersigned for the Owner is signing in a representative capacity and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Philadelphia, PA this __________ day of ________________, 2017.

EMPLOYEE:

Signature: _______________________________________ Name: _____________________

OWNER: Prudential Bank

Signature: _______________________________________ Name: _____________________



5

Source: PRUDENTIAL BANCORP, INC., 8-K, 6/6/2017 
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?

SOLUTION: 4448

PROBLEM: CONFIDENTIAL TREATMENT - REDACTED VERSION

                                   CORIO INC.

                          LICENSE AND HOSTING AGREEMENT

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

                                   BACKGROUND

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

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

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

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

1.       DEFINITIONS.

The following terms shall have the following meanings:

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

1.2      ASP means Application Service Provider.

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

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

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

                                       1

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

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

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

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

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

1.11     TERRITORY means throughout the world.





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

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

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

                                       2

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

2.       GRANT OF RIGHTS.

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

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

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

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





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

                                       3

                                 CONFIDENTIAL TREATMENT

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

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

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

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

                                       4

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





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

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

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

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

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

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

                                       5

                                 CONFIDENTIAL TREATMENT

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





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

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

3.       DELIVERY OF SOFTWARE.

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

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

                                       6

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

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

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

4        FEES.

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

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





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

                                       7

                             CONFIDENTIAL TREATMENT

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

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

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

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

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

5        INSTALLATION SUPPORT, MAINTENANCE AND TRAINING.

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

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

                                       8

                              CONFIDENTIAL TREATMENT

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

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





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

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

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

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

                                       9

                             CONFIDENTIAL TREATMENT

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

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

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

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





         as set forth in Section 2.10 of this Agreement.

6        TRADEMARKS.

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

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

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

                                       10

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

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

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

7        WARRANTIES AND DISCLAIMER.

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

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

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





         terminate this Agreement and receive a

                                       11

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

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

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

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

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

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

8        INDEMNIFICATION.

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

                                       12

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

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





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

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

9        LIMITATION OF LIABILITY.

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

                                       13

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

10       CONFIDENTIALITY.

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

11       TERM AND TERMINATION.

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

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





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

                                       14

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

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

12       SOURCE CODE ESCROW.

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

                                       15

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

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





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

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

13       SHARED RESOURCES.

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

                                       16

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

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

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

14       MISCELLANEOUS.

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

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





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

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

                                       17

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

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

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

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

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

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

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

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

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

                                       18





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

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

CORIO, INC.                                   CHANGEPOINT, INC.

By: _______________________________           By: _____________________________

Name: _____________________________           Name: ___________________________

Title: ____________________________           Title: __________________________

Date: _____________________________           Date: ___________________________

                                       19

                                    EXHIBIT A

                                    SOFTWARE

1.       SOFTWARE.          Changepoint v 5.1

2.       DEMONSTRATION SOFTWARE.          Changepoint v 5.1

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

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

                                       20

                              CONFIDENTIAL TREATMENT

                                    EXHIBIT B

                                     PRICING

SOFTWARE: Changepoint v 5.1

REVENUE SHARING FEES:

1.       Corio Customer Application Management Revenue:

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

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

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

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

PAYMENT TERMS

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

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

                                       21

                                    EXHIBIT C

                            CUSTOMER SERVICE OUTLINE

CORIO RESPONSIBILITIES:

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





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

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

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

CHANGEPOINT RESPONSIBILITIES:

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

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

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

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

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

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

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

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

                                       22

                                    EXHIBIT D

                         SALES AND MARKETING COOPERATION

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

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

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

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

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

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

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

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

                                       23





                                    EXHIBIT E

                      CUSTOMER LICENSE TERMS AND CONDITIONS

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

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

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

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

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

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

                                       24

                              CONFIDENTIAL TREATMENT

                                    EXHIBIT F

                        SCHEDULE FOR WEB-ENABLED SOFTWARE

LEGEND

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

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

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





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

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

                             CONFIDENTIAL TREATMENT

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

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

                                       25

                            CONFIDENTIAL TREATMENT

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





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

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

                                CONFIDENTIAL TREATMENT

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





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

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

                                       26

                           CONFIDENTIAL TREATMENT

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

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





                                CONFIDENTIAL TREATEMNT

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

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

                                       27

                             CONFIDENTIAL TREATMENT

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





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

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

                                       28

                                    EXHIBIT G

                              CHANGEPOINT SOFTWARE

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

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

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

Contract No.  _______________

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

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

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

CHANGEPOINT INC.                               CORIO, INC.

Signature ________________________             Signature _____________________

Name _____________________________             Name __________________________

Title ____________________________             Title _________________________

                                       29

                              CHANGEPOINT SOFTWARE

                       LICENSE AND MAINTENANCE AGREEMENT -

                              TERMS AND CONDITIONS

                           ARTICLE 1 - INTERPRETATION

1.1      DEFINITIONS

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

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

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





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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                               ARTICLE 2 - LICENSE

2.1      LICENSE

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

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

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

2.2      DOCUMENTATION

                                       30





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

2.3      THIRD PARTY USERS

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

                      ARTICLE 3 - DELIVERY AND INSTALLATION

3.1      DELIVERY OF LICENSED MATERIALS

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

3.2      INSTALLATION SERVICES

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

3.3      ENABLE CODES

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

                       ARTICLE 4 - PRICE AND PAYMENT TERMS

4.1      LICENSE FEES

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

4.2      MAINTENANCE AND INSTALLATION FEES

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

4.3      TAXES AND INTEREST

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

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

           ARTICLE 5 - PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION

5.1      TITLE TO LICENSED MATERIALS

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

5.2      CONFIDENTIAL INFORMATION

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





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

                                       31

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

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

5.3      PROTECTION OF PROPRIETARY RIGHTS

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

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

5.4      EXPORT OF SOFTWARE

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

                      ARTICLE 6 - WARRANTIES OF CHANGEPOINT

6.1      WARRANTY AND DISCLAIMERS

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

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

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

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

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





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

6.2      LIMIT OF LIABILITY

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

                                       32

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

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

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

6.3      LIMITATION PERIOD

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

6.4      INTELLECTUAL PROPERTY CLAIMS

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

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

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

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

            ARTICLE 7 - MAINTENANCE AND ENHANCED MAINTENANCE SERVICE





7.1      TERM

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

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

                                       33

7.2      MAINTENANCE SERVICE

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

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

7.3      SERVICES NOT INCLUDED

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

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

                        ARTICLE 8 - TERM AND TERMINATION

8.1      TERM

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

8.2      TERMINATION

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

8.3      RETURNING LICENSED MATERIALS

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





8.4      SURVIVAL

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

                               ARTICLE 9 - GENERAL

9.1      HEADINGS

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

                                       34

9.2      EXTENDED MEANINGS

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

9.3      NOTICES

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

9.4      CURRENCY

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

9.5      FORCE MAJEURE

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

9.6      SEVERABILITY

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

9.7      ASSIGNMENT

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





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

9.8      WAIVER

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

9.9      GOVERNING LAW

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

                                       35

9.10     DISPUTE RESOLUTION AND ARBITRATION

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

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

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

                                       36

                             CONFIDENTIAL TREATMENT

Corio/Changepoint Rev. 12/13/99





Confidential/Draft

                                   APPENDIX A

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

1.       LICENSED SOFTWARE

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

2.       SOFTWARE LICENSES

         The utilization rights of Customer are as follows:

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

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

3.       LICENSE FEES

         The License Fee is ***.

4.       WARRANTY PERIOD

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

5.       MAINTENANCE FEES

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

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

6.       INSTALLATION SERVICES TO BE PROVIDED BY CHANGEPOINT

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

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

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

                                       1

                            CONFIDENTIAL TREATMENT

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

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

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

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

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





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

CHANGEPOINT INC.                               CORIO, INC.

Signature ________________________             Signature _____________________

Name _____________________________             Name __________________________

Title ____________________________             Title _________________________

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

                                       2 
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?

SOLUTION:
84805