TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
PROBLEM: BROKER DEALER   MARKETING AND SERVICING AGREEMENT   FOR VARIABLE ANNUITY CONTRACTS      This Broker Dealer Marketing and Servicing Agreement for Variable Annuity Contracts (the Agreement) is   effective this ______ day of ________________, 2013, by and among Principal Life Insurance Company   (Issuer) and Princor Financial Services Corporation (Distributor), on the one hand, and   _______________________ and its duly licensed insurance affiliates indicated on the signature page of this   Agreement, if any, (collectively Broker Dealer), on the other hand. Distributor, Issuer and Broker Dealer are   individually referred to as a Party and collectively as the Parties      RECITALS      A. Issuer offers certain individual variable annuity contracts listed in the exhibit(s) attached to this Agreement

   B. Distributor is a broker dealer registered with the Securities and Exchange Commission (the SEC) under

   C. Broker Dealer is engaged in the sale of securities and other investment products, including variable annuity

   D. The Parties enter into this Agreement for the purpose of authorizing Broker Dealer to solicit sales of and

   NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the   receipt and sufficiency of which the Parties acknowledge, the Parties agree as follows:      REPRESENTATIONS      1. Issuer represents that the Annuity Contracts shall comply with the registration and other applicable   requirements of the Securities Act of 1933 (the 1933 Act) and the Investment Company Act of 1940   (the 40 Act) and the rules and regulations thereunder, including the terms of any order of the SEC   with respect thereto. Issuer further represents that the Annuity Contract prospectuses included in   Issuer's registration statement, post-effective amendments, and any supplements thereto, as filed or to be   filed with the SEC, as of their respective effective dates, contain or will contain all statements and   information required to be stated therein by the 1933 Act and in all respects conform or will conform to   the requirements thereof, and no prospectus, nor any supplement thereof, includes or will include any   untrue statement of a material fact, or omits or will omit to state any material fact required to be stated   therein or necessary to make the statements therein not misleading; provided, however, that the   foregoing representations shall not apply to information contained in or omitted from any prospectus or   supplement in reliance upon and in conformity with written information furnished to Issuer by Broker   Dealer specifically for use in preparation thereof. The foregoing representations also shall not apply to   information contained in or omitted from any prospectus or supplement of any underlying mutual fund.

(Annuity Contracts). The exhibit(s) attached to this Agreement are incorporated herein by reference and  made a part hereof (Exhibits).

the Securities and Exchange Act of 1934, as amended, (the 1934 Act) and a member in good standing of  the Financial Industry Regulatory Authority, Inc. (FINRA). Distributor is the principal underwriter of the  Annuity Contracts.

contracts. Broker Dealer either is licensed in certain states as an insurance agent or agency or has entered  into an insurance networking agreement with the undersigned duly licensed insurance affiliates to act on its  behalf in the capacity of a licensed insurance agent or agency.

service Annuity Contracts, subjects to the terms and conditions set forth in this Agreement and the Exhibits.





    2 . Broker Dealer represents and warrants that it is a broker dealer registered with the SEC under the 1934   Act, a member in good standing of FINRA, and is registered as a broker dealer under state law to the   extent required in order for it or those persons who are registered with it and licensed as insurance   producers (Registered Representatives) to provide the services described in this Agreement. Broker   Dealer agrees to abide by all rules and regulations of FINRA, including its Conduct Rules, and to   comply with all applicable state and federal laws and the rules and regulations of authorized regulatory   agencies affecting the sale and servicing of Annuity Contracts.         MARKETING/SERVICING      3 . Issuer and Distributor appoint Registered Representatives to solicit and procure applications for the sale   of and service of Annuity Contracts. This appointment is not exclusive and only extends to those   jurisdictions in which the Annuity Contracts have been approved for sale and in which Broker Dealer   and Registered Representatives are properly registered, licensed and appointed.      4 . Broker Dealer will itself be, or will select persons associated with it who are, trained and qualified to   solicit applications for purchase and service of Annuity Contracts in conformance with applicable state   and federal laws. Any such persons shall be registered representatives of Broker Dealer in accordance   with the rules of FINRA and any applicable state laws, be licensed to offer the Annuity Contracts in   accordance with the insurance laws of any jurisdiction in which such person solicits applications and be   licensed with and appointed by Issuer to solicit applications for and service Annuity Contracts.      5 . Broker Dealer will use commercially reasonable efforts to train and instruct its Registered   Representatives not to make recommendations to an applicant to purchase an Annuity Contract in the   absence of reasonable grounds to believe that the purchase is suitable for such applicant, in accordance   with the suitability and disclosure requirements of the 1934 Act, FINRA Conduct Rule 2310, and any   state insurance law or regulation governing the offer and sale of Annuity Contracts, including any state   law or regulation governing sales to the public in general (e.g. consumer protection laws or regulations,   unfair trade practices, annuity disclosure regulations, etc.) or to senior citizens, as the same may be   amended or interpreted from time to time. Broker Dealer will use commercially reasonable efforts to   determine that each transaction is completed with a Registered Representative's report indicating   suitability, including any required and necessary customer information, and is subjected to a review   process in compliance with FINRA Conduct Rule 3010, as the same may be amended or interpreted   from time to time. Each application shall be approved by one of Broker Dealer's registered principals, in   accordance with all applicable FINRA rules.      6 . The activities of all Registered Representatives, employees and agents (producers) will be under the   direct supervision and control of Broker Dealer. The right of Registered Representatives to solicit   applications for the purchase and service of Annuity Contracts is subject to their continued compliance   with the rules and procedures that may be established by Broker Dealer, or Issuer, including, but not   limited to, those set forth in this Agreement.      7 . Broker Dealer shall ensure that applications for the purchase of Annuity Contracts are solicited only in   the states where Annuity Contracts are qualified for sale, and only in accordance with the terms and   conditions of the then current prospectus applicable to Annuity Contracts and will make no   representations not included in the prospectus, Statement of Additional Information, or in any   authorized supplemental material supplied by Distributor. With regard to Annuity Contracts, Broker   Dealer shall not use or permit its producers to use any sales promotion materials or any form of   advertising other than that supplied or approved by Distributor. Issuer and Distributor shall provide only   approved supplemental material, advertising and sales materials, including illustrations, for Broker   Dealer's use.





    8 . Broker Dealer will promptly forward to the appropriate office of Distributor, or its authorized designee,   all Annuity Contract applications along with other documents, if any, and any payments received with   such applications and will have no rights of set off for any reason. Any Annuity Contract application   that is rejected, together with any payment made and other documents submitted, shall be returned to   Broker Dealer or the source of the payments.      9 . Broker Dealer shall ensure that the prospectus delivery requirements under the 1933 Act and all other   applicable securities and insurance laws, rules and regulations are met and that delivery of any   prospectus for Annuity Contracts will be accompanied by delivery of the prospectus for the underlying   mutual funds, and, where required by state law, the Statement of Additional Information for the   underlying mutual funds. Issuer or Distributor shall inform Broker Dealer of those states that require   delivery of a Statement of Additional Information with the prospectus on initial sale. Broker Dealer is   responsible for prospectus delivery requirements only on initial sale. Issuer and Distributor will be   responsible for prospectus delivery annually after the original sale.      10 . Broker Dealer agrees to maintain all books and records relating to the servicing and sale of Annuity   Contracts or interests therein required under the 1934 Act, and any applicable rules promulgated   thereunder, and applicable securities or insurance laws of any states.      11 . Broker Dealer understands and agrees that in performing the services covered by this Agreement, it is   acting in the capacity of an independent contractor and not as an agent or employee of Distributor or   Issuer and is not authorized to act for, or make any representation on behalf of, Distributor or Issuer   except as specified herein. Broker Dealer understands and agrees that Issuer shall execute telephone   transactions only in accordance with the terms and conditions of the then current prospectus applicable   to Annuity Contracts and agrees that in consideration for Broker Dealer's right to exercise the telephone   transaction services neither Distributor nor Issuer will be liable for any loss, injury or damage incurred   as a result of acting upon, nor will they be held responsible for the authenticity of any telephone   instructions containing unauthorized, incorrect or incomplete information. Broker Dealer agrees to   indemnify and hold harmless Distributor and Issuer against any loss, injury or damage resulting from   any telephone transactions instruction containing unauthorized, incorrect or incomplete information   received from Broker Dealer or any of its Registered Representatives. (Telephone instructions are   recorded on tape.)      12 . Broker Dealer has no authority to: incur any liability or debt on behalf of Issuer or Distributor; accept   risks or contracts of any kind; make, alter, authorize or discharge any contract; fail to transmit promptly   any contributions collected to Issuer or Distributor; or bind Issuer or Distributor in any way.      13 . Broker Dealer agrees to notify Distributor promptly of any change, termination, or suspension of its   status as a broker dealer or FINRA member. Broker Dealer shall immediately notify Distributor with   respect to i) the initiation and disposition of any form of disciplinary action by the FINRA or any other   agency or instrumentality having jurisdiction with respect to the subject matter hereof against Broker   Dealer or any Registered Representative; ii) the issuance of any form of deficiency notice made part of   the public record by FINRA or any such agency regarding Broker Dealer's training, supervision or sales   practices; and/or iii) the effectuation of any consensual order with respect thereto.      14. Broker Dealer agrees to notify Distributor and Issuer immediately of any customer complaints or legal   or regulatory inquiries (including, but not limited to, subpoenas) regarding any Annuity Contracts   offered or sold pursuant to the Agreement. Broker Dealer shall provide full, prompt cooperation and   assistance to Distributor and Issuer in responding to and resolving any such complaints or inquiries.      15. Anti-Money Laundering and Know Your Customer Compliance: The Parties acknowledge that they are   financial institutions subject to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the   AML Acts), which require, among other things, that financial institutions adopt compliance programs





    to guard against money laundering. Each Party represents and warrants that it is in compliance and will   continue to comply with the AML Acts and the applicable rules and regulations of the SEC, FINRA, and   any other self-regulatory organizations, as they now exist and as they may be amended in the future.   Broker Dealer represents and warrants that it has adopted a customer identification program and will   verify the identity of customers who purchase Annuity Contracts. Periodically, Issuer or Distributor may   ask Broker Dealer to, and Broker Dealer agrees to, certify that it is compliance with the requirements,   representations and warranties in this paragraph. The Parties further acknowledge that they have a   current 314(b) notice on file with FinCEN in accordance with section 314(b) of the USA Patriot Act and   agree to refile such notice annually (or as otherwise required to remain current in accordance with   applicable rules and regulations) during the term of this Agreement.      COMPENSATION      16. Unless otherwise provided, Issuer, on behalf of Distributor, shall pay compensation to Broker Dealer as   set out in this Agreement and the Exhibits. Compensation shall only be paid to Broker Dealer of record   on premiums paid to and retained by Issuer while this Agreement is in force. Broker Dealer agrees to   pay a commission to Registered Representatives in connection with the sales or servicing of Annuity   Contracts under this Agreement.      17. In those states where Broker Dealer has not obtained an insurance license, Broker Dealer represents and   warrants that: it has entered into an insurance networking agreement with the undersigned duly licensed   insurance affiliate(s) to act on its behalf in the capacity of a licensed insurance agent or agency   (Affiliated Agency). Broker Dealer authorizes Issuer to pay any compensation owed to Broker Dealer   from the sales or servicing of Annuity Contracts to such Affiliated Agency. Broker Dealer remains fully   responsible for recordkeeping and supervision of the solicitation, sale and/or servicing of Annuity   Contracts. All compensation received by Affiliated Agency in accordance with this section will be   distributed by Affiliated Agency only to duly licensed and registered representatives who have been   appointed by Issuer to solicit applications for Annuity Contracts.      18. Issuer and Distributor may change the compensation schedules set forth in the attached Exhibits at any   time and will notify Broker Dealer of the revised compensation schedules electronically or by other   writing in advance of the effective date of the change. Any change to the compensation schedules will   affect only commissions payable on Annuity Contracts with an effective date on or after the effective   date of the change, unless otherwise provided or required by law. Issuer or Distributor may discontinue   the issuance of any form of Annuity Contract and fix the amount of compensation on Annuity Contracts   issued in exchange for previously issued Annuity Contracts.      19. Broker Dealer agrees to return promptly to Issuer all compensation received for any Annuity Contract   returned within the free look period as specified in the Annuity Contract. Issuer expressly reserves the   right to change the broker dealer of record or Registered Representative in the event an Annuity   Contract owner so requests.      20. Any indebtedness or obligation of Broker Dealer to Distributor or Issuer, whether arising hereunder or   otherwise, shall be set off against any compensation payable under this Agreement or any other   agreement between or among the Parties or their affiliates. Indebtedness or obligations include but are   not limited to any debt, liability, or debit balance resulting from Issuer's reversal of compensation under   this Agreement or any other agreement between or among the Parties or their affiliates. It also includes   any amount paid by Issuer or Distributor, including reasonable attorney fees and costs, to settle a   complaint or satisfy any judgment entered by any court, administrative agency or arbitrator related to   any Annuity Contract sold by Broker Dealer, or its producers or breach of Broker Dealer's duties and   responsibilities contained in this or any prior Agreement, whether or not the liability for settlement or   satisfaction of judgment arose after the termination of this Agreement. Issuer or Distributor reserves the   right to use any remedies under the law to collect any indebtedness Broker Dealer owes Issuer or





    Distributor and Broker Dealer agrees to pay any reasonable attorney's fees and actual costs of collection   incurred as a result of such action.      CONFIDENTIALITY      21. a. Confidentiality. Each Party acknowledges that, in the course of performing its duties under this   Agreement or otherwise, it may receive or learn information about individuals who have applied for   or purchased financial products or financial services from the other Party, including, but not limited   to, personal, financial and/or health information (Confidential Information). Each Party agrees   that it will not use or disclose to any affiliate or third party, orally or in writing, any Confidential   Information of the other Party for any purpose other than the purpose for which the Confidential   Information was provided to that Party. Without limiting any of the foregoing, each Party agrees to   take all precautions that are reasonably necessary to protect the security of the other Party's   Confidential Information. Each Party agrees to restrict access to the other Party's Confidential   Information to those employees who need to know that information to perform their duties under this   Agreement. Each Party further agrees that, upon request of the other Party, it will return to the Party   making such request all tangible items containing any Confidential Information of the other Party,   including all copies, abstractions and compilations thereof, without retaining any copies of the items   required to be returned. The obligations of this paragraph extend to the employees, agents, affiliates   and contractors of each Party and each Party shall inform such persons of their obligations   hereunder.      21. b. Notification obligation. Each Party shall, upon learning of any unauthorized disclosure or use of any   of the other Party's Confidential Information, notify the other Party promptly and cooperate fully   with such Party to protect such Confidential Information.      21. c. Disclosure required by law. If Broker Dealer believes it is required by law or by a subpoena or court   order to disclose any Confidential Information, Broker Dealer, prior to any disclosure, shall   promptly notify Issuer in writing attaching a copy of the subpoena, court order or other demand and   shall make all reasonable efforts to allow Issuer an opportunity to seek a protective order or other   judicial relief.      21. d. Non-restricted information. Except as stated in the final sentence of this paragraph, nothing in this   Agreement shall be construed to restrict disclosure or use of information that: (a) was in the   possession of or rightfully known by the recipient, without an obligation to maintain its   confidentiality, prior to receipt from the other Party; (b) is or becomes generally known to the public   without violation of this Agreement; (c) is obtained by the recipient in good faith from a third party   having the right to disclose it without an obligation of confidentiality; (d) is independently   developed by the receiving Party without the participation of individuals who have had access to the   other Party's confidential or proprietary information. The Parties acknowledge that certain laws   governing Confidential Information about individuals are more restrictive than the foregoing   statements and they agree to comply in all respects with such laws.      21. e. Compliance with law. Each Party agrees, in connection with its performance under this Agreement,   to comply with all applicable laws, including but not limited to laws protecting the privacy of non-   public personal information about individuals.      21. f. Survival. The provisions of this Agreement relating to confidentiality shall survive termination or   expiration of this Agreement.      INDEMNIFICATION      22. In connection with the offer, sale or servicing of Annuity Contracts, Broker Dealer agrees to indemnify





    and hold harmless Distributor and Issuer from any damage or expense, including reasonable attorneys'   fees, as a result of (a) the negligence, misconduct or wrongful act of Broker Dealer or producers; (b) any   violation of any securities or insurance laws, regulations or orders or (c) any actual obligation of the   Affiliated Agency under terms of the agreement between Broker Dealer and the Affiliated Agency,   including claims by one or more of Registered Representatives for compensation due or to become due   on account of such Registered Representatives' sale or servicing of Annuity Contracts and any claims or   controversy between Broker Dealer and Affiliated Agency as to rights to compensation.   Notwithstanding the foregoing, Broker Dealer shall not indemnify and hold harmless Distributor and   Issuer from any damage or expense on account of the negligence, misconduct or wrongful act of Broker   Dealer or producer if such negligence, misconduct or wrongful act arises out of or is based upon any   untrue statement or alleged untrue statement of material fact, or the omission or alleged omission of a   material fact in: (i) any registration statement, including any prospectus or any post-effective   amendment thereto; or (ii) any material prepared and/or supplied by Distributor or Issuer for use in   conjunction with the offer or sale of Annuity Contracts, or (iii) any state registration or other document   filed in any state or jurisdiction in order to qualify any Annuity Contracts under the securities laws of   such state or jurisdiction. The terms of this provision shall not be impaired by termination of this   Agreement      23. In connection with the solicitation of applications for the purchase of Annuity Contracts, Distributor and   Issuer agree to indemnify and hold harmless Broker Dealer from any damage or expense, including   reasonable attorneys' fees, as a result of the negligence, misconduct or wrongful act of Distributor or   Issuer or any employee, representative or agent of Distributor or Issuer, including but not limited to, any   damage or expense which arises out of or is based upon any untrue statement or alleged untrue   statement of material fact, or the omission or alleged omission of a material fact in: (i) any registration   statement, including any prospectus or any post-effective amendment thereto; or (ii) any material   prepared and/or supplied by Distributor or Issuer for use in conjunction with the offer or sale of Annuity   Contracts; or (iii) any state registration or other document filed in any state or other jurisdiction in order   to qualify any Annuity Contract under the securities laws of such state or jurisdiction and/or any actual   or alleged violation of any securities or insurance laws, regulations or orders. The terms of this   provision shall not be impaired by termination of this Agreement.      GENERAL PROVISIONS      24. Issuer or Distributor may modify this Agreement at any time by written notice to Broke Dealer. Any   notice shall be deemed to have been given on the date upon which it was either delivered personally or   by fax or e-mail transmission to the other Party, or mailed post prepaid to his or its address as shown   herein.      25. Any Party hereto may terminate this Agreement at any time upon prior written notice. This Agreement   shall automatically terminate if Broker Dealer voluntarily or involuntarily ceases to be or is suspended   from being, a member in good standing of FINRA. In addition, Distributor and Issuer reserve the right   to terminate this Agreement in the event that any producer of Broker Dealer is suspended, disciplined or   found to be in violation of governing insurance or securities laws, rules or regulations. Failure of any   Party to terminate this Agreement for any of the causes set forth in this Agreement shall not constitute a   waiver of the right to terminate this Agreement at a later time for any such causes.      26. This Agreement may not be assigned by Broker Dealer without the prior written consent of Issuer and   Distributor, which shall not be unreasonably withheld.      27. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.      28. No failure or delay to exercise, nor any single or partial exercise of, any right, power, or privilege given   or arising under this Agreement will operate as a waiver of future rights to exercise any such right,





    power, or privilege.      29. This Agreement may be signed in any number of counterparts, each of which will be considered an   original, but all of those counterparts will together constitute only one Agreement.      30. The determination that any provision of this Agreement is not enforceable in a particular jurisdiction   will not affect the validity or enforceability of the remaining provisions generally, or in any other   jurisdiction or as to any other entities not involved in that judgment. Such unenforceable provisions will   be stricken or deemed modified in accordance with such determination and this Agreement, as so   modified, will continue to be in force and effect.      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the date first above   written.      ABC Company, Broker Dealer         By: ____________________________      _______________________________   Please type or print name      _______________________________   Please type or print Title      Date: __________________________           Princor Financial Services Corporation      By: _______________________________________   Marty Richardson   Operations Officer      Date: ____________________________________      Principal Life Insurance Company      By: _______________________________________   Angela Ellis   Assistant Vice President - Marketer Services      Date: ____________________________________      Affiliated Agencies of Broker Dealer      By: _______________________________________      __________________________________________   Please type or print name





    __________________________________________   Please type or print Title      Date: ____________________________________





      EXHIBIT A   COMPENSATION SCHEDULE FOR   PRINCIPAL VARIABLE ANNUITY CONTRACTS         Products may not be available in all states and state variations may apply.     Trail commissions are calculated as a percentage of account value.     Commissions for variable annuities are based on the age of the oldest owner or annuitant.     The trail commission is paid to the current servicing agent of record provided the Annuity Contract is still in effect.   Servicing agent means the broker dealer or Registered Representative appointed by us and accepted by the contract owner as the  servicing agent. If the contract owner requests a change in the servicing agent or if we decide that a change would be in the best  interests of the contract owner, trail commissions will be paid to the new servicing agent or his/her broker dealer where appropriate.  No trail commissions are paid after termination of this Agreement.

  A. Option Elections      The Broker Dealer will be paid compensation on sales of Principal Variable Annuity/Principal Investment Plus Variable   Annuitysm Contracts in accordance with the Compensation Options elected herein and which its Registered Representative   shall elect, using the election procedures established by the Issuer, upon submission of the product application to the   Issuer and for which good payment has been received.      Compensation paid will be based on Option A unless, upon submission of the contract application, the Registered   Representative elects another Option made available to it by Broker Dealer's election below.      Check the options available to your Registered Representatives.      _X_ Option A - Full front end compensation with no trail      ___Option B - Slightly lower front-end commission with a .10% annual trail commission paid quarterly starting at the end of the fifth  quarter      ___Option C - Lower front-end commission with a .30% annual trail commission paid quarterly starting at the end of the fifth quarter     ___Option D - Low or no up front-end commission based upon issue age with a 1.0% annual trail commission paid   quarterly starting at the end of the fifth quarter

Principal Variable Annuity (FVA)*/Principal  Investment Plus Variable Annuity (IPVA)**

SOLUTION: 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?

PROBLEM: MANUFACTURING AGREEMENT     This Manufacturing Agreement (the Agreement) is effective February ____, 2017 (the Effective Date),   BETWEEN:  ELECTRAMECCANICA VEHICLES CORP., an entity incorporated under the laws of the Province of British Columbia, Canada, with an address of Suite 102 East 1st Avenue, Vancouver, British Columbia, Canada, V5T 1A4 (EMV);   AND: CHONGQING ZONGSHEN AUTOMOBILE INDUSTRY CO., LTD., a company organized and existing under the laws of China, with its head office located at: Zongshen Industry Zone Banan District, Chongqing PC: 400054(Manufacturer)     ELECTRAMECCANICA VEHICLES CORP., （ EMV），Suite 102 East 1st Avenue, Vancouver, British Columbia, Canada, V5T 1A4      Recitals:   WHEREAS EMV has expended considerable time, effort, and resources in the business of designing, manufacturing and selling electronic vehicles; and   EMV在设计、   WHEREAS the Manufacturer desires to manufacture the Products and represents to EMV that Manufacturer has sufficient expertise, resources, and personnel to perform its obligations under this Agreement; and   WHEREAS EMV desires to have Manufacturer act as a manufacturer of the Products on the terms and conditions set forth herein.   EMV。   Therefore, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   1





      1. DEFINITIONS   GAAP means International Accounting Standards as promulgated by the International Accounting Standards Board consistently applied.   Lead-time is defined as the amount of time between Manufacturer receiving an order and EMV receipt of the goods ordered. The ordering processes are listed in Section 4.   Products shall mean the electric vehicle named Solo, together with any accompanying documentation, packaging, or other materials identified (if any). The parties may add or delete Products on mutual agreement.   Proprietary Rights shall mean all rights of EMV and its licensors in the Products including, without limitation and whether registered or unregistered other than as required under this agreement, copyright, patent, design patent, trademark, trade dress, trade secret, and publicity rights, arising under applicable law and international conventions.   Purchase Order means a written order submitted by EMV to purchase a specific quantity of a Product or Products in accordance with this Agreement. Each Purchase Order shall include the quantity and type of Products to be manufactured and purchased; the unit price; the Product revision level; scheduled delivery dates; and sold to, invoice to, and ship to address.   Specifications means the functional, appearance, fit-and-finish and performance specifications (including，without limitation, bills of materials, schematic diagrams, and Product, component and assembly drawings) relating to the testing and manufacturing of each confirmed Product by both parties as provided in writing by EMV to the Manufacturer from time to time.   Territory shall be defined as the People's Republic of China。   2. MANUFACTURING   2.1 Manufacturing License   License to Specifications. Subject to the terms of this Agreement, subject to Manufacturer meeting EMV's requirements for quality, price and lead- time, EMV hereby grants Manufacturer an exclusive, non-transferable, license (without the right to sublicense) under EMV's Proprietary Rights in the Territory, during the term of this Agreement, to use the Specifications solely for the purpose of manufacturing the Products to fulfil Purchase Orders for EMV.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   2





      License to EMV Firmware. Subject to the terms of this Agreement, subject to Manufacturer meeting EMV's requirements for quality, price and lead- time, EMV hereby grants Manufacturer an exclusive, non-transferable, license (without the right to sublicense) under EMV's Proprietary Rights in the Territory, during the term of this Agreement, to copy the EMV firmware as may be provided by EMV from time to time onto Product units in the manufacturing process at each EMV-approved Manufacturer manufacturing facility.   Subject to the terms of this Agreement, EMV grants to Manufacturer and Manufacturer accepts, for the term of this Agreement, the right to manufacture the Products only in the Territory as necessary to fulfil Purchase Orders for Products made by EMV, provided that such manufacturing is at Manufacturer's own cost for the purchase of the components of each order as well as assembling cost for finished products and in accordance with this Agreement.   2.2 Specifications   2.2.1 Specification   EMV shall provide the Manufacturer with the Specifications of the Product pursuant to the terms of this Agreement, including 2D drawing of the components (including material, surface treatment, quality standard and testing item etc.), 3D drawing (including detailed structure design), and the Manufacturer shall implement development and manufacturing of the Product only in accordance with the Specifications. In addition, EMV shall provide the Manufacturer with the performance testing criteria and items for the vehicle.   2.2.2   Manufacturer shall keep detailed manufacturing records for all units manufactured. Manufacturer's manufacturing records shall be available to EMV during spot checks and site inspections pursuant to Section 2.4, and upon request to allow EMV to provide such information to certification authorities as may be required.   2.2.3   Manufacturer agrees not to alter the Products from the Specifications (including without limitation their packaging) without EMV's prior written consent. EMV agrees not to alter the Products produced by Manufacturer (including, without limitation their packaging) without Manufacturer's prior written consent.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   3





      2.2.4   Manufacturer warrants to EMV that the Products assembled or manufactured by Manufacturer will (i) conform in all respects to their Specifications; (ii) will be merchantable, of good material and workmanship, with respect to such assembly or manufacture under normal use and service for three (3) years from the manufacture and assembly of the Products, not including the easily worn parts, list to be confirmed by both parties.   2.3 Preferred Vendors   For the key components, including battery, motor, controller, the Manufacturer shall provide the optional vendors list to EMV according to the capability of the vendors in the Territory. EMV shall specify in writing the preferred vendors list for specific component parts for each of the Products, which may also differ by market based on required standards for such markets. Manufacturer shall acknowledge such preferred vendor component list in writing and warrants that for each component for which preferred vendors are specified such components shall only be sourced from the preferred vendors specified by EMV for each component. Upon an update of the preferred vendor component list by either party, EMV and the Manufacture will negotiate and agree to the updated vendor as well as price and lead time for the Product(s) based on any such sourcing changes.   For the components which are not key components, by its sole discretion, the Manufacturer can determine the vendors list according to the capability of the vendors and warrant the vendors can meet the manufacturing standard of EMV.   2.4 Testing and Inspections   Spot Testing. Upon prior written notice to Manufacturer, EMV or its authorized representative(s) may conduct spot functional tests of the Products at Manufacturer's facility at which Products are being manufactured during Manufacturer's normal business hours. The parties will mutually agree upon the timing of such investigations, which will be conducted in such a manner as not to unduly interfere with Manufacturer's operations. If any Products fail any part of the test procedure set forth on the Specifications, EMV may require such Products to be rejected, and Manufacturer will promptly take all steps necessary to correct such failures at its expense.   Site Inspections. Upon prior written notice to Manufacturer, and subject to the confidentiality provisions herein, EMV will have the right to perform on-site inspections at Manufacturer's manufacturing facilities and Manufacturer will fully cooperate with EMV in that regard at mutually agreed upon times. If an inspection or test is made on Manufacturer's premises, Manufacturer will provide EMV's inspectors with reasonable assistance at no additional charge. In the event that any on-site inspection of the Products indicates that the Products do not conform to the requirements of this Agreement, Manufacturer will not ship such Products until such nonconformity has been cured and only Products meeting the conformance criteria may be shipped.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   4





      2.5 Quality Assurance   Quality Plan. Manufacturer will establish, maintain and manage a quality assurance program for the Products that is reasonable for the industry and sufficient to achieve compliance with the Specifications. The parties will prepare a final product quality evaluation form, and the Products will not be shipped until the parties jointly inspect the quality and complete such forms.   2.6 Engineering Changes.   ECOs. Either EMV or Manufacturer may, from time to time, submit written requests to the other, for engineering change orders (ECOs) for changes to the Products. ECOs will include documentation of the change to effectively support an investigation of the impact of the engineering change. The Parties agree to discuss the ECO within one month following the request for the ECO. The parties agree that 1 month is a reasonable time period to permit Manufacturer to evaluate ECO impact regarding potential excess manufacturing costs and price, if any, and non-recurring costs, if any.   No Changes. No changes will be made to the Products without EMV's prior written consent and no approved change will be made effective prior to the date approved by EMV in writing. Manufacturer will not change or modify the processes for the Products without EMV's prior written consent. Manufacturer will reimburse EMV for all expenses incurred by EMV to qualify changes to such materials or processes that are undertaken by Manufacturer without EMV's prior written consent.   2.7 Limitations   Title to all Proprietary Rights shall at all times be and remain with EMV and its licensors. Except as expressly authorized by EMV in writing, Manufacturer will not, and will legally require its employees and agents not to: (i) modify, translate, reverse engineer, decompile, disassemble, create derivative works of or copy EMV Products or related documentation; (ii) remove, alter, or cover any copyright or trademark notices or other proprietary rights notices placed by EMV on or in the Products.   2.8 Exclusivity   The manufacturing license granted in this Agreement is exclusive within the Territory.   2.9 Packaging, Advertising and Promotion   Manufacturer shall include the information provided by EMV in the packaging in which the Products are sold and shall modify any of the packaging if requested by EMV.   2.10 Reserved Rights   Except as expressly provided in this Agreement, EMV does not grant any right to Manufacturer to (a) use, copy, or display (except for promotional purposes) the Products; (b) assign, sublicense, or otherwise transfer its rights or delegate its obligations under this Agreement or any of the rights, licenses, Products, or materials to which it applies; or (c) modify, amend, alter or otherwise vary the Products.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   5





        3. SHARING OF INVESTMENT 投资的分摊   3.1 Each of EMV and Manufacturer shall be responsible for certain expenses, for the purposes of carrying out the development of Products, in the following manner:

Activity Contribution (In Percentage) EMV Manufacturer Design and Development Costs  ****% ****%

Manufacturing equipment (including improvement on existing equipment)  ****%

Road Test and Laboratory Tests

****% by EMV for all the road test & laboratory test during R&D stage before finalizing design of overall vehicle and parts by EMV

****% by Manufacturer for all the road test & laboratory test during mass production stage to reach the technical standard after finalizing design of overall vehicle and parts by EMV.

Homologation fees for vehicle and spare parts ****% for EMV's market.

  ****% for Manufacturer's market.   Mould & tooling cost ****% ****%   3.2 The investment of production preparation   The Manufacturer will review and consider the Specifications and the Products provided by EMV, and shall deliver to EMV a list and estimated expense of all necessary equipment, mould, tooling, and performance experiments. Manufacturer will not purchase or develop any such equipment, mould or tooling, and EMV shall bear no such related expense, until EMV has approved of such estimated expenses.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   6





      3.3   Both parties agree with the following timetable for the payment of the mould & tooling cost: Item Percentage to be paid by EMV When Manufacturer begins making mould & tooling    50 % of the total mould & tooling cost 50% When Manufacturer completes mould & tooling    40 % of the total mould & tooling cost   Delivery of the 1s t serial production order    10% of the total mould & tooling cost     3.4 Target Purchase Volume   Under this Agreement, subject to Manufacturer meeting EMV's requirements for quality, price and lead-time and being granted the manufacturing license hereunder, the minimum purchase volume of the Product (Solo) is 50,000 units within the period of three (3) years (calendar year of 2018, 2019, 2020). In case that EMV fails to reach the target volume within the specified period of the agreement, EMV shall reimburse the Manufacturer the investment of the equipment by the percentage of unachieved volume.   In addition, during the valid period of this agreement, EMV guarantee the annual purchase volume will be not less than the purchase volume of the previous year.   4. FORECASTS AND PURCHASE ORDERS   4.1 Forecasts.   On a periodic basis, EMV shall provide Manufacturer with a latest _6_month rolling forecast of Product requirements (Forecast), as currently anticipated pursuant to Exhibit A.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   7





    4.2 Purchase Orders.   EMV will order Products by issuing Purchase Orders to Manufacturer. Each Purchase Order will include, at a minimum, quantities of Product required and the price and Lead-time/requested delivery dates. Manufacturer will confirm whether receipt of, and accept, all Purchase Orders conforming hereto within seven (_7_) business days of receipt for the orders started from the 2nd quarter of 2018. The Manufacturer may need more time to confirm the trial orders at the 1s t quarter of 2018. Manufacturer shall base such confirmations on its manufacturing capability and spare reasonable business efforts to satisfy all Purchase Orders that substantially conform with the most recent Forecast issued by EMV.   For purposes of this Agreement, Purchase Orders must be submitted to Manufacturer, either via mail or electronic mail, to the following address:   CHONGQING ZONGSHEN AUTOMOBILE INDUSTRY CO., LTD. Zongshen Industry Zone Ba'nan District, Chongqing CHINA 400054 Email: ● Phone: +86 ● Mobile: +86 ●   Manufacturer will notify EMV for any change of the mailing address, email address and the sales coordinator.   4.3 Manufacturer Assessment   Based on the Forecast, EMV and Manufacturer shall meet at least quarterly to set and update mutually agreeable key performance targets in a variety of areas including, without limitations, annual pricing, Lead-time, quality and on-time delivery. EMV shall evaluate Manufacturer's performance against such targets and the parties shall agree corrective actions.   4.4 Response Time.   Manufacturer shall make commercially reasonable efforts to manufacture and deliver Products in accordance with the Purchase Orders issued by EMV. If  Manufacturer  is  unable to meet  the del ivery schedule set  forth in a  Purchase Order, Manufacturer shall notify EMV within_seven (_7_) business days following EMV's issuance of such Purchase Order. If Manufacturer subsequently becomes aware of circumstances that may lead to delays in delivery, Manufacturer shall notify EMV as soon as reasonably possible.   The Manufacturer will make commercially reasonable efforts to deliver Products on or prior to the delivery date indicated on the Purchase Order (the Delivery Target). In order for a Product to be included as an on time delivery each Product needs to also meet all Specifications. The assessment of whether the Delivery Target has been achieved shall be calculated on a per shipment basis.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   8





      4.5 Order Adjustments.   4.5.1 Order Quantity Adjustment   After Manufacturer's acceptance of Purchase Order, in case of order quantity adjustment within the lead time set forth in each Purchase Order, EMV shall inform Manufacturer in written form as soon as reasonably possible. Manufacturer will use commercially reasonable efforts to meet increases/decreases requested by EMV, and will quote any applicable charges resulting from changes in costs associated with such quantity adjustment following the issuance of a Purchaser Order. EMV shall bear such charges, subject to an updated Purchase Order being signed by both parties.   4.5.2 Order Specification Adjustment   After Manufacturer's acceptance of Purchase Order, in case of order specification adjustment within the lead time set forth in each Purchase Order, EMV shall inform Manufacturer in written form as soon as reasonably possible. Manufacturer will use commercially reasonable efforts to meet changes requested by EMV, and will quote any applicable charges resulting from changes in costs and lead time associated with such specification adjustment. EMV shall bear such charges, subject to an updated Purchase Order being signed by both parties. In the event that any such specification adjustment results in Manufacturer accumulating stock, which is no longer suitable for use by Manufacturer in mass production, EMV shall reimburse the costs actually incurred by Manufacturer.     4.6 Rescheduling of Delivery Date   EMV may reschedule the delivery of Products by sending Manufacturer a written change order pursuant to the schedule set forth in each Purchase Order. Manufacturer agrees to use commercially reasonable efforts to accommodate requests for rescheduling (acceleration and delay), and before accepting such rescheduling requests, will quote any applicable charges resulting from changes in costs associated with such rescheduling, which charges shall be the sole responsibility of EMV, subject to an updated Purchase Order being signed by both parties.   4.7 Cancellations   In the event that EMV desires to cancel some quantity of Products ordered under a Purchase Order, Manufacturer shall, upon receipt of such written notice, stop work to the extent specified therein. EMV agrees to pay Manufacturer for completed work and work-in-process, under the same terms and conditions as set out in section 5 below, that cannot be used to fill other orders, including Manufacturer's costs for actual and reasonable labor and supplies incurred pursuant to Purchase Orders [up to the date of receipt of notice of cancellation].     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   9





        4.8 Cancellation Documentation   Manufacturer will provide EMV with documentation adequate to support such claim for cancellation charges. Notwithstanding the foregoing, EMV shall have no obligation to pay cancellation charges where cancellations are the result of any failure of Manufacturer to perform its obligations under this Agreement. Upon payment of the cancellation charges, all Products, components, work-in-process, non-useable, and non- returnable/non-cancelable components in-house or on order shall become the property of EMV. Upon the request of EMV, all such Products, components, and work-in-process shall be shipped to EMV in accordance with the shipment terms below. The parties should use commercially reasonable efforts to resolve any disagreement for the cancellation charges or cancellation issues.   5. COMMERCIAL CLAUSE   5.1 Invoices and Payment   5.1.1 EMV shall pay 30% of total amount of a Purchase Order as a deposit after Manufacturer receives EMV's order, and then Manufacturer shall schedule the production. 5.1.2 Manufacturer will invoice EMV for Products net ten (10) days from when the parties sign the Quality Evaluation Form to confirm delivery of Products. 5.1.3 EMV shall pay 70% of total amount of a Purchase Order within ten (10) days of receipt of Manufacturer's invoice as provided in Section 5.1.2 above. 5.1.4 The product settlement shall be in Chinese Yuan.   5.2 Pricing   The price of Products will be determined by both parties at the beginning of each calendar year.   The Manufacturer shall have the right to make modifications to Product pricing during a given year when the prices of raw materials, within the order cycle, experience massive variations in prices (massive variations in prices refer to the monthly average price changes of five main raw materials: steel, aluminum, copper, composite materials, engineering plastics exceed 5% from window query of Chinese futures trading), upon providing EMV with not less than sixty (60) days' notice of such price change, provided that no such price changes will apply to any Purchase Order already submitted by EMV at such time, or within such sixty (60) day period.   Subject to the above, if there is a change on export tax policy in China, the Manufacturer shall inform EMV in writing as soon as possible and both parties shall confirm any price changes and Purchase Orders which will be applied with new price prior to any change in price being effective.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   10





        5.3 Packaging and Shipping.   Manufacturer shall package each Product in accordance with EMV's Specifications, or, if not specified by EMV, in accordance with generally accepted commercial standards. All shipments made by Manufacturer to EMV or to EMV' customers shall be in accordance with the shipping term stated in EMV's Purchase Order. Shipments will be made in accordance with EMV's specific routing instructions, including method of carrier to be used. EMV shall be responsible for all shipping costs resulting from the shipment of Products in accordance with its Purchase Orders.   5.4 Taxes.   EMV shall be responsible for customs taxes or duties resulting from the sale or shipment of Products in accordance with its Purchase Orders. Manufacturer shall be responsible for value added, sales and use or similar taxes levied by the Peoples Republic of China resulting from the acquisition of components used in the manufacture of Products in accordance with the Purchase Orders.   5.5 Shipping Reports.   Manufacturer shall provide written shipping reports to EMV for each delivery. Such reports shall include information concerning all shipments of Products on that day, including type of Products, quantities, and name/address of shipping destination.   5.6 Inspection and Claim   EMV has the right to examine the goods on arrival and has Fifteen (15) business days to notify Manufacturer of any claim for damages on account of the condition, grade or quality of the goods, or non-conformity to the Specifications. The notice must set forth the basis of the claim in reasonable detail. EMV acknowledges that failure to notify Manufacturer of a claim within specified period in reasonable detail shall constitute acceptance of the goods. Within 15 working days upon receiving the Claim Notice from EMV, the Manufacturer shall analyze and respond to the Claim. The Manufacturer shall promptly replace or repair, at its sole expense, any defective Products arising from the assembly or manufacturing by the Manufacturer due to failure of the set Standard and Specification within the Product Warranty Period, including without limitations related shipping expenses. The replacement parts are preferred to be shipped by vessel together with the next shipment of mass production order. Shipment by air will be confirmed by both parties in emergency case.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   11





      6. MARKETING REGIONS 销售区域   EMV and the Manufacturer agree that the Manufacturer will be responsible for marketing of the Products in the region of Asia (India not included).   Within Japan, the Manufacturer will supply the components to any assembler appointed by EMV, subject to any further agreement to be negotiated in good faith by both parties to specify details.   7. INTELLECTUAL PROPERTY   7.1 Ownership   EMV represents and warrants to the Manufacturer that it has title and/or right to use and to license the Proprietary Rights to the Manufacturer hereunder.   7.2 EMV Liability   EMV shall protect, defend, hold harmless, indemnify and reimburse Manufacturer from and against any liability, cost or expense arising from a claim that the Products constitute an infringement of any third party's intellectual property right or any other right. In the event that any suit, action involving any claim against Manufacturer based upon the use hereunder of drawings and technical information provided by EMV, Manufacturer shall notify EMV within ten( 10) business days in written form. EMV shall bear all costs, including, without limitations attorneys' fees, and damages finally awarded against Manufacturer or any amount paid in settlement which is attributable to any such allegation or claim.   * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   12





        8. TERMINATION   8.1 Term   This Agreement shall have a term of four (4) years from the effective date first set forth above, and shall automatically renew for additional one year terms unless earlier terminated by either party.   8.2 Termination   EMV may terminate this Agreement in the event the Manufacturer fails to achieve satisfactory assessments in two consecutive assessments conducted in accordance with section 4.3 and the Manufacturer has failed to take corrective action to substantially meet the performance targets agreed by EMV and the Manufacturer within180 days of the second assessment.   Either party may terminate this Agreement in the event of a material breach of the Agreement provided such breach is not remedied within _sixty_ (_60_) calendar days following delivery of notice of such breach.   8.3 Automatic Termination    This Agreement shall be terminated automatically, without notice, (i) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings, (ii) upon either parties making an assignment for the benefit of creditors, or (iii) upon either parties dissolution.   8.4 Effect of Termination   Upon the termination of this Agreement by either party: (i) the rights and licenses granted to Manufacturer pursuant to this Agreement (including, without limitation the right to manufacture) will automatically cease; (ii) all payments owing from EMV to Manufacturer shall become immediately due and payable upon termination; (iii) all EMV trademarks, marks, trade names, patents, copyrights, designs, drawings, formulae or other data, photographs, samples, literature, and sales aids of every kind shall remain the property of EMV; and (iv) within sixty (_60_) business days after the termination of this Agreement, Manufacturer shall prepare all such items in its possession for shipment, as EMV may direct, at EMV's expense. Manufacturer shall not make or retain any copies of any confidential items or information which may have been entrusted to it.   8.5 Survival Provisions   If this Agreement is terminated for any reason, those provisions which by their nature would survive such termination, including without limitations section 9 and section 10, will survive termination. Termination shall not affect any other rights which either party may have at law or in equity.   9. CONFIDENTIALITY   9.1 Definitions   For purposes of this Agreement, Confidential Information of a party means information or materials disclosed or otherwise provided by such party (Disclosing Party) to the other party (Receiving Party) that are marked or otherwise identified as confidential or proprietary, or which are known or ought to be known to be their nature or the nature of disclosure to be confidential. Without limitation of the generality of the foregoing, and notwithstanding any exclusions described below, Confidential Information of EMV includes the EMV Proprietary Rights, including any portion thereof, modifications and derivatives thereof, and information or materials derived therefrom.      * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   13





      9.2 Use of Confidential Information   The Receiving Party shall not use Confidential Information of the Disclosing Party for any purpose other than in furtherance of this Agreement and the activities described herein. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any third parties except as otherwise permitted hereunder. The Receiving Party may disclose Confidential Information of the Disclosing Party only to those employees, contractors or consultants who have a need to know such Confidential Information and who are bound to retain the confidentiality thereof under provisions (including, without limitation, provisions relating to non-use and nondisclosure) no less strict than those required by the Receiving Party for its own comparable Confidential Information. The Receiving Party shall maintain Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. Any copies of the Disclosing Party's Confidential Information shall be identified as belonging to the Disclosing Party and prominently marked Confidential.   9.3 Exemptions   Notwithstanding the foregoing, the Receiving Party's confidentiality obligations will not apply to Confidential Information which (i) is already in the Receiving Party's possession at the time of disclosure to the Receiving Party, (ii) is or becomes part of public knowledge other than as a result of any action or inaction of the Receiving Party, (iii) is obtained by the Receiving Party from an unrelated third party without a duty of confidentiality, or (iv) is independently developed by the Receiving Party.   9.4 Judicial Action   This Agreement will not prevent the Receiving Party from disclosing Confidential Information of the Disclosing Party to the extent required by a judicial order or other legal obligation, provided that, in such event, the Receiving Party shall promptly notify the Disclosing Party to allow intervention (and shall cooperate with the Disclosing Party) to contest or minimize the scope of the disclosure (including application for a protective order). Each party shall advise the other party in writing of any misappropriation or misuse of Confidential Information of the other party of which the notifying party becomes aware.   9.5 Remedies   Each party (as Receiving Party) acknowledges that the Disclosing Party considers its Confidential Information to contain trade secrets of the Disclosing Party and that any unauthorized use or disclosure of such information would cause the Disclosing Party irreparable harm for which its remedies at law would be inadequate. Accordingly, each party (as Receiving Party) acknowledges and agrees that the Disclosing Party shall be entitled, in addition to any other remedies available to it at law or in equity, to the issuance of injunctive relief, without bond, enjoining any breach or threatened breach of the Receiving Party's obligations hereunder with respect to the Confidential Information of the Disclosing Party, and such further relief as any court of competent jurisdiction may deem just and proper.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   14





      9.6 Expiration of Agreement   Upon (i) the expiration of this Agreement or termination of this Agreement by mutual agreement of the parties, or (ii) termination of the Manufacturer's rights under Section 8, above, each party (as Receiving Party) shall immediately return to the Disclosing Party all Confidential Information of the Disclosing Party embodied in tangible (including electronic) form, or, at the option of the Disclosing Party, certify in writing to the Disclosing Party that all such Confidential Information has been destroyed.   9.7 Exceptions   Each party agrees that the terms and conditions of this Agreement shall be treated as Confidential Information of the other party; provided that each party may disclose the terms and conditions of this Agreement: (i) as required by judicial order or other legal obligation, provided that, in such event, the party subject to such obligation shall promptly notify the other party to allow intervention (and shall cooperate with the other party) to contest or minimize the scope of the disclosure (including application for a protective order); (ii) as required by the applicable securities laws, including, without limitation, requirements to file a copy of this Agreement (redacted to the extent reasonably permitted by applicable law) or to disclose information regarding the provisions hereof or performance hereunder; (iii) in confidence, to legal counsel; (iv) in confidence, to accountants, banks, and financing sources and their advisors; and (v) in confidence, in connection with the enforcement of this Agreement or any rights hereunder; and (vi) in confidence (on a counsel-only basis), to outside counsel for a third party which plans to acquire all or substantially all the equity or assets of, or to merge with, such party, in connection with a due diligence investigation for such a transaction.   9.8 Reverse Engineering   The Manufacturer shall not disassemble, decompile or otherwise reverse engineer the Product unless for failure mode analysis investigation.   10. GENERAL TERMS   10.1 Non-assignability and Binding Effect   Neither Party shall assign any of its rights or obligations under this Agreement to any third party directly or indirectly without the prior written consent of the other Party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.    15





      10.2 Notices   Notices under this Agreement shall be sufficient only if personally delivered, delivered by a major commercial rapid delivery courier service, or E- mail and other digital communication system , with return receipt requested, to a party at its address first set forth above or as amended by notice pursuant to this subsection. If not received sooner, notice by any of these methods shall be deemed to occur _seven_(7) business days after deposit.   10.3 Compliance with Local Laws Manufacturer will comply with all applicable laws, restrictions and regulations in the Peoples Republic of China. EMV will comply with all applicable laws, restrictions and regulations in Canada.   10.4 Arbitration and Governing Law   All disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by administered by the Hong Kong International Arbitration Centre (HKIAC) under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted, as modified by the HKIAC Procedures for the Administration of International Arbitration. The place of arbitration shall be Hong Kong.This Agreement shall be governed by and construed under the laws of Hong Kong without regard to choice of laws principles. The language of arbitration shall be English   10.5 Partial Invalidity   If any provision of this Agreement is held to be invalid, then the remaining provisions shall nevertheless remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.   10.6 No Agency   The parties hereto are independent contractors. Nothing contained herein or done in pursuance of this Agreement shall constitute either party the agent of the other party for any purpose or in any sense whatsoever, or constitute the parties as partners or joint venturers.   10.7 No Waiver   No waiver of any term or condition of this Agreement shall be valid or binding on either party unless the same shall have been mutually assented to in writing by both parties. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way effect the ability of either party to enforce each and every such provision thereafter.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   16





      10.8 No Publicity   Either party, or any entity or representative acting on behalf of the Party, shall not refer to the other party, the Products and information furnished pursuant to the provisions of this contract in any press release or commercial advertising, or in connection with any news release or commercial advertising, without first obtaining explicit written consent to do so from the other party. The party, within 2 working days upon receiving the request for publicity from the other party, shall reply the other party.   10.9 Force Majeure   Non-performance by either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, or governmental acts, orders or restrictions; provided that the party unable to so perform uses commercially reasonable efforts to mitigate the impact of such non-performance. Notwithstanding any such efforts, any such non-performance shall be cause for termination of this Agreement by the other party if the non-performance continues for more than six (6) months.   10.10 Attorneys' Fees   The prevailing party in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including costs and reasonable attorneys' fees.   10.11 Entire Agreement   This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties.   10.12 Counterparts   This Agreement may be executed in two or more counterparts and all counterparts so executed shall for all purposes constitute one agreement, binding on all parties hereto.   10.13 Language & Text   This Agreement is made out in Chinese and English, both of which are of the same legal effect. Where any inconsistency occurs in account of the interpretation of these two texts, the English text shall be deemed superior.   10.14 Effectiveness   This agreement shall come into effect immediately when it is signed by duly authoried representatives of both parties.    [Signature Page Follows]     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   17





      IN WITNESS WHEREOF, each party to this agreement has caused it to be executed on the date indicated above.       ELECTRAMECCANICA VEHICLES CORP.   s/ Jerry Kroll Name: Jerry Kroll Title: CEO and General Manager   CHONGQING ZONGSHEN AUTOMOBILE INDUSTRY CO., LTD.   /s Liu Gang Name: LIU GANG   Title: Authorized Signatory   * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   18





        EXHIBIT A 3-YEAR PRODUCTION CAPACITY FORECAST      Total 2018 5000 2019 20000 2020 50000 Total 75000   1. At the 1st stage, the facility & equipment is planned to be equipped according to 30,000 units/year as production capability.   2. Production capability can be adjusted to 50,000 units/year or even more according to market demand at the 2nd stage.   3. The investment on facility & equipment at the 1st stage will be discussed and confirmed according to the Development Timetable.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   19





        Exhibit B SOLO DEVELOPMENT TIMETABLE Ref no. Key Activity Responsible party Output Target Finish Date Remarks

1 Optimize design on 3D data ZS Evaluation report on 3D data ****

2 Firs t  round CAE analysis  onoptimized 3D data ZS CAE analysis report ****

3 Confirm suppliers ZS Suppliers list ****

4

Calculation on cost, including v e h i c l e ' s  c o m p o n e n t s  c o s t , tool ing  cos t ,  t es t ing  cos t  on vehicle and components

ZS List of vehicle's components cost, toolings cost, vehicle and components test cost ****

5 Improvement & modification on optimized 3D design and second round CAE analysis ZS 3D data, evaluation report andCAE analysis report ****

6 Prototype and evaluation ZS & EMV 3  u n i t s  o f  p r o t o t y p e  a n devaluation report **** EMV eng inee r  a t  ZS  fo r evaluation & confirmation

7 Molding Sample ZS Sample assembly and evaluationreport ****

8 Performance testing and sampleimprovement & modification ZS Testing report & improvement plan ****

9 Sample homologation EMV Certificate ****   10 Small batch samples & test ZS 1.sample, 2. Test report ****

11 Improvement & modification onsmall batch samples ZS Complete technical data after improvement ****

12 Small batch production ZS 10 units sample **** ****, 10 units for each month Notes：1. The timetable is based on the arrival date of the sample from EMV. 2. Each item shall be subject to the finish date of the previous item. 3. Both parties shall try best to find an optimized solution in case of any problems which may lead to delay of the project.     * Confidential treatment has been requested for certain portions of this Exhibit. The confidential portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission. Such portions have been marked with **** at the exact place where material has been omitted.   20

SOLUTION: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?

PROBLEM: 1                                                                   EXHIBIT 10.17 [E.PIPHANY Logo]

                           OUTSOURCING AGREEMENT

This ASP and Outsourcing Agreement (Agreement) is entered into as of this 31 day of July, 2000 (Effective Date) by and between E.PIPHANY, INC., a Delaware corporation (E.piphany), whose principal place of business 1900 South Norfolk Street, Suite 310, San Mateo, California 94403 and HIGH SPEED NET SOLUTIONS, INC. (HSNS), whose principal place of business is 434 Fayetteville Street, St. Suite 2120, Raleigh, NC 27601.

1. LICENSE

1.1 OUTSOURCING LICENSE. Subject to the terms of this Agreement and Scope of Use and only within the Market and Territory, E.piphany grants HSNS a nonexclusive, nontransferable, non-sublicensable right to (i) use and combine the Application with the Outsourcing Application and other software products for the purpose of providing, to Outsourcing Customers, the services described in Exhibit B as the Outsourcing Services; and (ii) use the Documentation provided with the Application in support of the Application. Unless otherwise required by the Scope of Use, HSNS shall limit its use of the Application to the Designated System. HSNS shall ensure that at all times the Outsourcing Services contain only one (1) version of the Application regardless of the number of Outsourcing Customers and Outsourcing Customers access the Outsourcing Application and Outsourcing Services only through a customer interface. Under no circumstances shall HSNS permit an Outsourcing Customer or Outsourcing Customer User to have direct access to any Application Licensed hereunder.

1.2 DEVELOPMENT LICENSE. Subject to the terms and conditions of this Agreement and Scope of Use and only within the Market and Territory, E.piphany grants to HSNS a non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to install and use the Applications in object code format to develop the Outsourcing Application and Outsourcing Service and to install and use the Application in object code format to develop and provide maintenance and support for the Outsourcing Application to Outsourcing Customers, to demonstrate the Outsourcing Application to potential customers, and to train HSNS personnel on the use, maintenance and support of the Outsourcing Application.

1.3 COPIES. HSNS may make a reasonable number of copies (not more than five (5)) of the Application for archival purposes, and a reasonable number of copies of the Documentation as needed by HSNS solely for HSNS' internal use, provided all copyright and proprietary notices are reproduced. HSNS may make one (1) copy of the end user sections of the Documentation for each Outsourcing Customer. All titles, trademarks, copyright and restricted rights notices shall be reproduced in such copies. HSNS shall not use any Applications that E.piphany delivers with licensed Application, for which HSNS has not purchased a license.

1.4 LICENSE RESTRICTIONS. Except as expressly provided herein, HSNS shall not (i) rent, lease, loan, sell or otherwise distribute the Application, or any modification thereto, in whole or in part; (ii) cause or permit reverse engineering, reverse compilation, unauthorized access or assembly of all or any portion of the Application; (iii) allow any outsourcing or application service providers to access and use the Application as Outsourcing Customers, (iv) publish the results of Application performance benchmarks to any third party without E.piphany's express written consent; (v) export the Application in violation of U.S. Department of Commerce export administration regulations; and (vi) except as otherwise expressly allowed herein, permit any third party or unlicensed user or computer system to access or use the Application. HSNS agrees that it shall only provide the Application in combination with and included in Outsourcing Services HSNS acknowledges and agrees that the rights granted herein are solely to the English version of the Application. All rights not expressly granted hereunder are reserved to E.piphany.

2. HSNS OBLIGATIONS.

2.1 ANNUAL REPORTS. On the thirtieth (30th) day after the end of each of the first two years of this Agreement, HSNS shall submit to E.piphany a report (in a form provided by E.piphany and reasonably acceptable to HSNS) listing&bbsp;(i) the total number of emails distributed for Years 1 and 2 and (ii) the Application with which the Outsourcing Services are rendered. Year 2 and Year 3 Quarterly Payments, as defined in Exhibit A, shall be based upon these annual reports. All reporting and payment requirements under this Section shall be subject to the audit requirements of this Agreement.

2.2 PROFESSIONAL MANNER. HSNS agrees that, at all times and in every respect during the term of this Agreement, it shall conduct its business in a professional manner consistent with E.piphany's norms and standards, which shall reflect favorably upon E.piphany and the Application.

2.3. MARKETING ACTIVITIES. The parties agree to develop a co-branding plan within thirty (30) days of signing of the Agreement. The parties shall use reasonable efforts to take part in the other's success stories or other marketing programs as mutually agreed.

2.4. PROMOTION OF THE APPLICATION AND THE OUTSOURCING APPLICATION AND SERVICES. HSNS shall, at its own expense, promote the distribution of the Application and the Outsourcing Application and Services. Such promotion shall include, but not be limited to, advertising in trade publications, participating in appropriate trade shows and seminars, and directly soliciting orders for use of the Outsourcing Application and Outsourcing Services. HSNS shall distribute to all





HSNS sales offices marketing materials for the Application, which may be provided by E.piphany to HSNS or that may be created by HSNS, in which case they shall be subject to E.piphany approval, including any brochures describing the functional nature of the Application, its features, and advantages.

2.5. HSNS REPRESENTATIONS. HSNS shall make no representations concerning the functionality or performance characteristics of the Application, except as set forth in the printed Documentation or other materials furnished to HSNS by E.piphany. As appropriate, HSNS shall include references to E.piphany and the Application in all of its presentations and sales materials created during the term of this Agreement, which relate to the Application.

2.6. FORECASTING. HSNS shall meet with E.piphany on a quarterly basis at a mutually agreed to date and time to discuss non-binding forecasts. HSNS shall provide E.piphany with a non-binding, rolling six-month forecast report in advance of the quarterly meeting.

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2.7. UPDATES. HSNS agrees to provide E.piphany with notice of any changes in the Outsourcing Applications and Outsourcing Service.

2.9. SUPPORT TO CUSTOMERS. HSNS shall be the Outsourcing Customer interface and shall provide all direct communications and services to and from HSNS's Customers with respect to all support, maintenance and warranty services. E.piphany shall have no obligation to provide support, maintenance or warranty services to Outsourcing Customers.

2.10. TRAINING. HSNS shall take the training classes described on Exhibit C.

3. PAYMENT

3.1 FEES. HSNS shall pay E.piphany the fees specified in Exhibit A and generated by HSNS's use of the Application as specified in an applicable Annual Report.

3.2 PAYMENT TERMS. Except as provided in Section 2.1 above, and unless otherwise agreed and specified in Exhibit A, all amounts due and owing by HSNS shall be paid within thirty (30) days from the date of E.piphany's invoice. Overdue payments shall accrue a late payment charge at the lesser of one and one half percent (1 1/2%) per month or the maximum rate allowed under applicable law. All payments made hereunder are non-cancelable and non-refundable. All fees are payable in U.S. dollars and shall be payable to E.piphany, Inc. by company check, or via wire transfer to the following account: Silicon Valley Bank - Santa Clara, ABA: 121140399, Account: 3300109833, Money Market.

3.3 TAXES. HSNS is responsible for all taxes (including sales, use, property and value-added taxes), duties and customs fees concerning the Application and/or services, excluding taxes based on E.piphany's income.

3.4 AUDIT. HSNS shall maintain complete and accurate records of its activities under this Agreement for at least two (2) years following termination of this Agreement. HSNS agrees to allow E.piphany, directly or indirectly, to audit HSNS's business records as kept by HSNS in its normal course of business to ensure compliance with the terms and conditions of this Agreement. If the audit reveals that HSNS has failed to comply with the terms of this Agreement, in addition to all other remedies available to E.piphany at law or equity, HSNS shall immediately reimburse E.piphany for any unpaid amounts due and the cost of the audit.

4. WARRANTY

4.1 BY E.PIPHANY. E.piphany warrants that for a period of one (1) year from Effective Date, the Application as used within the scope of this Agreement will perform substantially in accordance with the functions described in the Documentation. E.piphany warrants the Application media is free from material defects in materials and workmanship under normal use for ninety (90) days from the applicable Order Form. E.piphany further warrants that its Maintenance, training and Professional Services will be rendered consistent with generally accepted industry standards for a period of ninety (90) days from performance of such services.

4.2 EXCLUSIVE REMEDIES. For any breach of the warranties contained in Section 4.1, HSNS's sole and exclusive remedy, and E.piphany's entire liability, shall be: (i) in the case of a nonconforming Application, to correct the nonconforming Application, provided that HSNS notifies E.piphany of the nonconformity within the warranty period and HSNS has installed all Updates and, if E.piphany is unable to do so, HSNS shall be entitled to terminate the Application license and recover the fees paid to E.piphany for such Application; (ii) in the case of defective media, to replace such defective media, provided that HSNS returns such defective media during the warranty period; (iii) in the case of infringing Application, the indemnity contained in Section 10.1 (E.piphany Intellectual Property Indemnify) and (iv) in the case of services to which the breach of warranty relate, the correction of defective work so as to comply with generally accepted industry standards. If E.piphany is unable to perform such services as warranted, HSNS shall be entitled to recover the fees paid to E.piphany for the unsatisfactory services. This limitation of liability applies notwithstanding any failure of the essential purpose of the exclusive remedies.

4.3 DISCLAIMER. THE WARRANTIES SET FORTH IN SECTION 4.1 ARE EXCLUSIVE AND IN LIEU OF AND E.PIPHANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. E.PIPHANY DOES NOT WARRANT THAT THE APPLICATION WILL OPERATE IN COMBINATIONS OTHER THAN AS SPECIFIED IN THE DOCUMENTATION OR THAT THE





OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. PRE-PRODUCTION RELEASES OF APPLICATIONS OR COMPUTER-BASED TRAINING PRODUCTS ARE DISTRIBUTED AS-IS.

5. MAINTENANCE

5.1 FOR HSNS UNDER LICENSES. E.piphany will provide the Maintenance described below, provided HSNS remains a compliant subscriber to such Maintenance and has paid all monies due therefor. Upon reasonable notice, E.piphany reserves the right to modify the terms and conditions of Maintenance, provided that any such modification will not substantially diminish the level of Maintenance that HSNS is then currently receiving.

5.2 ERROR CORRECTION. E.piphany shall use reasonable efforts to provide workarounds for, and to correct reproducible programming errors in, the Application attributable to E.piphany with a level of effort commensurate with the severity of such errors and in accordance with the terms of Section 5.3 (Response Times). Upon identification of any programming error, HSNS shall notify E.piphany of such error and shall provide E.piphany with information sufficient to locate and duplicate the error.

5.3 RESPONSE TIMES. PRIORITY 1: Response in under fifteen (15) minutes for instances in which the Application is down (product is unusable resulting in total disruption of use or outage of the Application). PRIORITY 2: Response in under one (1) hour during technical support desk hours for a major feature or function failure, which results in the operation of the Application being restricted. PRIORITY 3: Response in under four (4) hours during technical support desk hours for a minor feature or function failure which results in the Application not working as described in the Documentation and with minor impact on usage. PRIORITY 4: Response in under eight (8) hours during technical support desk hours for a minor problem or feature request that does not impact usability of the Application. In each instance, E.piphany will, after the initial response, within a time frame mutually agreed upon by the parties, provide HSNS with an action plan for resolution, if possible, of the error. Priority 4 errors may, in E.piphany's

                                    2    3

discretion, be corrected by E.piphany in the next release of the Application.

5.4 SUPPORT. DESK. E.piphany allows for unlimited calls to its technical support desk by the HSNS personnel designated under Section 5.7 (HSNS Responsibilities.) The technical support desk hours of operation are from 7:00 a.m. until 6:00 p.m. Pacific Time, Monday through Friday except holidays. During the off hours, the technical support desk can be reached via pager, twenty four (24) hours a day for Priority 1 errors.

5.5 UPDATES. E.piphany will, from time to time, provide to HSNS all applicable Updates to the Application, that are commercially released by E.piphany during the term of this Agreement.

5.6 HSNS'S RESPONSIBILITIES. As a condition to the provision of workarounds and error corrections, HSNS will (i) appoint two (2) employees to serve as primary contacts between HSNS and E.piphany, and will ensure that HSNS's support inquiries are initiated and handled through these contacts; (ii) provide E.piphany with reasonable access to all necessary personnel to provide information regarding errors or problems reported by HSNS; and (iii) provide E.piphany with Remote Access, subject to HSNS's consent.

5.7 EXCLUSIONS. E.piphany shall not be required to provide workarounds or error corrections relating to problems resulting from (i) HSNS's failure to implement all Updates to the Application which are provided under this Agreement; (ii) any alterations of, or additions to, the Application performed by parties other than E.piphany; (iii) any previous or earlier versions of the Application except for the immediately prior version of the Application; (iv) any request for additional work not falling within the scope of E.piphany's Maintenance outlined in this Section 5; or (v) interconnection of the Application with hardware or Application products not supplied by E.piphany.

5.8 SECONDARY SUPPORT TO HSNS. In the event HSNS is unable to resolve errors identified by Outsourcing Customers with respect to the Application, E.piphany shall provide Secondary Support services to HSNS at the fee set forth on Exhibit A. For the purposes of this Agreement, SECONDARY SUPPORT SERVICES shall mean: (a) using reasonable efforts to modify the Application to correct, fix, or circumvent errors, and modifying Documentation, as E.piphany shall deem appropriate, to respond to reported errors; (b) providing technical and functional improvements to the Application including patches to errors, changes, modifications, enhancements, and Updates, as they generally become available; and (c) providing technical support services for the Application between the hours of 7:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday.

6. PROFESSIONAL SERVICES

6.1 SERVICES. E.piphany may from time to time perform Professional Services as may be agreed upon by the parties in an Order Form.

6.2 FEES, EXPENSES AND INVOICING. HSNS shall pay E.piphany the fees set forth in the applicable Order Form, together with reimbursement for all actual, reasonable travel and living expenses incurred by E.piphany in rendering Professional Services. E.piphany will invoice HSNS on a monthly basis for Professional Services rendered and for any applicable expense reimbursement. All Professional Services not otherwise specified in the Order Form shall be provided on a time and materials basis.





6.3 PERFORMANCE STANDARDS. E.piphany shall perform Professional Services in a timely and competent manner consistent with generally acceptable industry standards. Upon reasonable notice to HSNS, E.piphany may substitute or withdraw personnel rendering Professional Services.

6.4 ACCEPTANCE. Each Deliverable shall be deemed accepted upon the earlier of: (i) receipt of written notice of acceptance from HSNS, or (ii) ten (10) days after delivery of such Deliverable (Acceptance Period), unless HSNS provides E.piphany with a detailed list of material non-conformities during the Acceptance Period. If HSNS properly rejects a Deliverable, E.piphany will use reasonable commercial efforts to correct the material non-conformity specified in the notice. When it believes that it has made the necessary corrections, E.piphany will again deliver the Deliverable to HSNS and the acceptance/ rejection/correction process shall be reapplied until the Deliverable substantially complies with the requirements of the Statement of Work.

6.5 CHANGE CONTROL. Any change to the scope of a project, any Deliverable, milestone or payment obligation contained in an Order Form (and/or the attached Statement of Work) shall be made only in writing and signed by authorized representatives of E.piphany and HSNS. Unless otherwise agreed by the parties in writing, E.piphany shall have no obligation to provide Professional Services (i) beyond the scope of matters expressly described in the Order Form (and attached Statement of Work); or (ii) which becomes necessary as a consequence of events beyond E.piphany's reasonable control.

6.4 OWNERSHIP OF DELIVERABLES. HSNS acknowledges and agrees that any and all Deliverables shall be and remain the property of E.piphany. E.piphany grants HSNS a non-exclusive, non-transferable, non-sublicensable license to use such Deliverables solely for is internal use consistent with the terms of this Agreement.

6.5 HSNS RESPONSIBILITIES. HSNS shall provide E.piphany with (i) one (1) designated contact for all questions and issues relating to Professional Services; (ii) access to HSNS's facilities and office support as may be reasonably requested by E.piphany; and (iii) the services of sufficiently qualified HSNS personnel as may be reasonably necessary to enable E.piphany to perform the Professional Services.

7. TRAINING SERVICES

7.1 TRAINING SERVICES. In consideration for payment of the fees and charges set forth in Exhibit A, E.piphany shall provide Training Services as set forth in Exhibit C. The training sessions will take place at E.piphany's facilities and E.piphany will supply all necessary equipment. HSNS shall be responsible for all travel and lodging expenses associated with attending the training session.

7.2 ADDITIONAL TRAINING SERVICES. HSNS may, at its option and expense, attend additional E.piphany training courses, dependent upon space availability. Any additional training shall be provided at E.piphany's standard rates for such training, and will take place at E.piphany's facilities. HSNS shall be responsible for all travel and lodging expenses associated with attending the additional training sessions.

8. PROPRIETARY RIGHTS

8.1 E.PIPHANY OWNERSHIP. HSNS acknowledges that E.piphany retains all right, title and interest in the Application and any modifications thereto, including without limitation any

                                    3    4

customization, enhancement, amendment or change to the Application. HSNS hereby assigns all right, title and interest in and to any customization, enhancement, amendment or changes made by or for HSNS pursuant to this Agreement, and hereby waives any and all moral rights that HSNS may retain in and to such customizations, enhancements, amendment and changes. The Application and any modifications are licensed pursuant to this Agreement to HSNS for use of the Application and any modifications thereto. HSNS hereby represents and warrants that the assignment of rights by HSNS in and to such modifications includes any right, title and interest in and to all modifications created by or for HSNS For avoidance of doubt, modification to the Application to be owned by E.piphany shall not include pre-existing HSNS intellectual property or intellectual property developed by HSNS without reference to E.piphany Confidential Information. All data created by HSNS using the Outsourcing Application shall be owned by HSNS.

8.2. PROPRIETARY NOTICES. HSNS shall not remove any E.piphany trademark, copyright or other proprietary notices from any part of the Application or Documentation, and shall reproduce such notices on any copies of such materials made by HSNS. Moreover, HSNS shall consistently identify the Application as a managed application in the Outsourcing Services to existing and prospective Outsourcing Customers in the ordinary course of HSNS' business.

8.3 USE. During the term of this Agreement, each party shall have the right to indicate to the public that HSNS is an authorized Outsourcing Service provider of E.piphany's Application. HSNS shall use E.piphany's Trademarks solely for purposes of advertisement, promotion, and sale of the Application in conjunction with the Outsourcing Applications and Services and for no other purposes. Either party shall use the other party's Trademarks in accordance with the guidelines established by the other party from time to time. Nothing herein shall grant to either party any right, title or interest in the other party's Trademarks. At no time shall either party use any of the other party's Trademarks in any manner likely to confuse, mislead, or deceive the public, or in any way that is





injurious to&sbsp;the other party's reputation. At no time during or after the term of this Agreement shall either party challenge or assist others to challenge the other party's Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of the other party.

8.4. APPROVALS. Each party shall allow the other to review all press announcements, press releases, marketing materials, HSNS' co-branded or E.piphany branded screens, product brochures and any use of the other's Trademarks referencing the other party prior to their release to the public or the press, and shall incorporate all changes that the other may reasonably request to ensure correct usage of their trademarks and accuracy of content. A party's failure to respond to the submission of material for approval with any recommended changes within three (3) business days shall be deemed an approval of the submission.

9. CONFIDENTIALITY

9.1 CONFIDENTIAL INFORMATION. By virtue of this Agreement, each party may have access to information that is confidential to the other party. Confidential Information shall consist of the Application, Documentation, the terms and pricing under this Agreement, and all information clearly identified as confidential at the time of disclosure (or, in the case of information disclosed orally, within thirty (30) days of the date of disclosure). Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party. HSNS shall not disclose the results of any Application benchmark tests to any third party without E.piphany's prior written approval. The parties agree to hold each other's Confidential Information in confidence for a period of five (5) years after disclosure of the Confidential Information or for a period of two (2) years after termination of this Agreement, whichever is earlier. The parties agree, unless required by law (in which event, the receiving party will notify the disclosing party of such requirement in sufficient time for the disclosing party to seek a protective order or take similar action), not to make each other's Confidential Information available in any form to any third party for any purpose, except that access to and the use of Confidential Information may be provided to those third parties that: (i) provide services to the recipient of Confidential Information; (ii) have a need to use and access such Confidential Information in providing such services; and (iii) are bound by an obligation of confidentiality at least as restrictive as the confidentiality restrictions of this Agreement. Each party agrees to take all reasonable steps required to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10. INDEMNITY

10.1 E.PIPHANY INTELLECTUAL PROPERTY INDEMNITY. E.piphany will defend or, at its option, settle a claim brought against HSNS that the Application, as used within the scope of this Agreement, infringes a U.S. copyright, patent, trademark or trade secret, and indemnify HSNS against all damages and costs, including reasonable attorneys' fees, that may be assessed in any such claim, provided that: (i) HSNS notifies E.piphany in writing within thirty (30) days of the claim; (ii) E.piphany has sole control of the defense and all related settlement negotiations; and (iii) HSNS provides E.piphany with reasonable assistance, information and authority necessary to perform E.piphany's obligations under this Section. E.piphany will reimburse HSNS's reasonable out-of-pocket expenses incurred in providing such assistance. E.piphany shall have no liability for any claim of infringement based on use of a superseded or altered release of the Application if the infringement would have been avoided by the use of a current unaltered release of the Application which E.piphany provides to HSNS without charge, or any combination of the Application with materials not provided or recommended by E.piphany. If the Application is held by a court of competent jurisdiction or believed by E.piphany to infringe, E.piphany shall have the option, at its expense, to (i) modify the Application&sbsp;to be non-infringing; or (ii) obtain for HSNS a license to continue using the Application. If E.piphany determines that it is not commercially reasonable to perform either of the above options, then E.piphany may terminate the license for such Application and refund the license fees paid for the Application, prorated as depreciated over five (5) years on a straight-line basis from the Effective Date.

10.2 GENERAL INDEMNITY. HSNS hereby agrees to indemnify, defend and hold harmless E.piphany, and its officers,

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directors and partners (each, an Indemnified Party) against any and all claims, demands, causes of action, damages, costs, expenses, penalties, losses and liabilities (whether under a theory of negligence, strict liability, contract or otherwise) incurred or to be incurred by an Indemnified Party (including but not limited to costs of investigation and reasonable attorney and other third party fees and, to the extent permitted by law, fines, penalties and forfeitures in connection with any proceedings against the Indemnified Party) arising out of or resulting from (i) HSNS's providing or failure to provide Outsourcing Services, (ii) any representation, warranty or claim made by or on behalf of HSNS to any Outsourcing Customer, or (iii) Outsourcing Services infringement or alleged infringement of any copyright, trademark, trade secret, or other property rights of any third parties arising in any jurisdiction throughout the world. E.piphany shall (i) notify HSNS in writing within a reasonable time of becoming aware of such claim, suit or proceeding, (ii) give





HSNS the right to control and direct the investigation, preparation, defense and settlement of any claim, suit or proceeding (provided that HSNS shall not enter into any settlement without E.piphany's prior written consent); and (iii) provide reasonably requested assistance and cooperation for the defense of same.

10.3 LIMITATION ON INDEMNITY. Notwithstanding the provisions of Section 10.1 (E.piphany Intellectual Property Indemnity), E.piphany assumes no liability for infringement claims arising from (i) the combination of the Application with products not provided by E.piphany, (ii) any modification to the Application unless such modification was made by E.piphany. Either party shall be solely responsible for, and shall indemnify and hold free and harmless the other party for, any and all claims, damages or lawsuits (including reasonable legal fees) arising from the tortious or grossly negligent acts of the indemnifying party's employees, agents or Contractors. THE PROVISIONS OF SECTION 10.1 (E.PIPHANY INTELLECTUAL PROPERTY INDEMNITY) STATE THE ENTIRE LIABILITY AND OBLIGATION OF E.PIPHANY, AND THE EXCLUSIVE REMEDY OF HSNS, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE APPLICATION OR ANY PART THEREOF. THIS LIMITATION OF LIABILITY APPLIES NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE EXCLUSIVE REMEDIES.

11. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL E.PIPHANY'S LIABILITY HEREUNDER EXCEED THE SUM TOTAL OF PAYMENTS MADE BY HSNS UNDER THE INITIAL TERM OF THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN E.PIPHANY AND HSNS AND E.PIPHANY'S PRICING REFLECTS THIS ALLOCATION TO WHICH THE PARTIES HAVE AGREED. THIS LIMITATION OF LIABILITY APPLIES NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE EXCLUSIVE REMEDIES.

12. TERM AND TERMINATION

12.1 TERM AND TERMINATION. This Agreement shall continue for a term set forth in Exhibit B, and may be renewed for successive one (1) year terms pursuant to mutual written agreement of the parties, unless terminated earlier pursuant to this Section 12.1. Upon prior written notice, either party may terminate this Agreement if the other party becomes insolvent, ceases doing business in the regular course, files a petition in bankruptcy or is subject to the filing of an involuntary petition for bankruptcy which is not rescinded within a period of sixty (60) days, or fails to cure a material breach of any term or condition of this Agreement within thirty (30) days of written notice specifying such breach.

12.2 RETURN OF MATERIALS. Upon termination of this Agreement for any reason, HSNS shall (except as provided in Section 12.3 (Effect of Termination) immediately discontinue use of the Application and within ten (10) days certify in writing to E.piphany that all copies of the Application, in whole or in part, in any form, have either been returned to E.piphany or destroyed in accordance with E.piphany's instructions.

12.3 EFFECT OF TERMINATION. Upon termination of this Agreement, other than by reason of a termination for material breach due to a breach by HSNS pursuant to Section 12.1 (Term and Termination), (i) HSNS shall have the right to access and use the Application solely to provide Outsourcing Services, but only to the extent necessary to provide Outsourcing Services through the remaining unexpired term of an applicable Agreement with the Outsourcing Customer (without renewal following the termination of this Agreement), but in any extent not beyond twelve (12) months from the effective date of termination. Upon termination of this Agreement, E.piphany's obligation to provide Maintenance to HSNS shall terminate, and E.piphany may, in its sole discretion, provide Maintenance to HSNS and/or the Outsourcing Customers pursuant to terms upon which the parties may agree in writing. Termination of this Agreement shall not relieve HSNS's obligation to pay all fees that are owed by HSNS under this Agreement or any Order Form. All payments made by HSNS to E.piphany hereunder are non-refundable.

12.4 LIMITATION ON LIABILITY. In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of E.piphany or HSNS.

12.5 SURVIVAL. The provisions of Sections 1.4, 3.1, 3.4, 4.3, 6.2, 6.4, 8, 9, 11, 12, 13 and 14 shall survive any termination or expiration of this Agreement. All other rights and licenses granted herein will cease upon termination.

13. GENERAL

This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of California. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in San Francisco or San Mateo County, California, and each party hereby submits to the personal jurisdiction of such courts. Except for actions for nonpayment of breach of E.piphany's proprietary rights in the Application, no action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has accrued. Neither party may

                                    5    6

assign or otherwise transfer this Agreement to any person or entity without the





other's written consent, such consent not to be unreasonably withheld or delayed; provided that the withholding of consent of assignment to a competitor of the other party shall be deemed reasonable. Any assignment in derogation of the foregoing shall be null and void. At E.piphany's written request, not more frequently than annually, HSNS shall furnish E.piphany with a signed certification verifying that the Application is being used pursuant to the provisions of this Agreement and applicable Order Forms. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail to the applicable address listed in the relevant Order Form. To expedite order processing, HSNS agrees that E.piphany may treat documents faxed by HSNS to E.piphany as original documents; nevertheless, either party may require the other to exchange original signed documents. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. The waiver by either party of any default of breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond the reasonable control of the non-performing party. This Agreement constitutes the complete agreement between the parties and supercedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. IT IS EXPRESSLY AGREED THAT THE TERMS OF THIS AGREEMENT AND ANY ORDER FORM SHALL SUPERSEDE THE TERMS IN ANY HSNS PURCHASE ORDER OR OTHER ORDERING DOCUMENT. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement.

14. DEFINITIONS

APPLICATION means the English version of the E.piphany Application programs listed in Exhibit A, in object code format, any accompanying Documentation, and any Updates (as defined in Section 5.5 (Updates), only if and when generally commercially available as part of the Maintenance Services provided pursuant to Section 5 (Maintenance Services).

CONCURRENT USERS means, collectively, the end-users who are employees and/or contractors of: (a) HSNS, who are permitted simultaneous access to, and use of, the Application for the purpose of providing Outsourcing Services, and (b) Outsourcing Customers, who are permitted simultaneous access to and use of the Application for the purpose of using the Outsourcing Services.

DESIGNATED SYSTEM means the computer system located in the U.S. on which the Application will run and which is identified on Exhibit A.

DELIVERABLE means deliverables provided as part of Professional Services, including, without limitation, any modification or enhancement to the Application, and any ideas, know-how or techniques relating thereto.

DOCUMENTATION means the then-current technical publications, as amended from time to time, relating to the use of the Application, such as reference, user and installation guides, in electronic or hard copy format, made available with the Application.

INTERACTION means any inbound electronic communication, transmission or interaction with the Application (over any channel of communication including email, chat, fax, CTI or chat) initiated by or on behalf of any person other than an Outsourcing Customer User. Subject to the foregoing, an Interaction shall not include an instance in which the Application accesses information or data from back-end third party Application operating in combination with the Application.

MAINTENANCE means the technical support described in Section 5 above that E.piphany provides under this Agreement.

MARKET means the targeted business set forth in Exhibit B

ORDER FORM means the document in the form of Exhibit A, by which Applications, Maintenance or Professional Services can be ordered under this Agreement.

OUTSOURCING APPLICATION means the application specific use of the Application described in Exhibit B.

OUTSOURCING CUSTOMER means each third party end-user customer of HSNS who is a party to a then-current HSNS Subscription Agreement.

OUTSOURCING CUSTOMER(S) means one of Outsourcing Customer's customers in the ordinary course of business, to whom Outsourcing Customer provides a comprehensive solution through use of the Outsourcing Services.

OUTSOURCING CUSTOMER USER means a named person who is an officer, employee, agent, or other person authorized by HSNS to receive Outsourcing Application Services from HSNS for an Outsourcing Customer.

OUTSOURCING COMPANY(IES) means a company that employs HSNS to support its internal business purposes through Concurrent Users' use of the Application.

OUTSOURCING SERVICES means HSNS's provision of a comprehensive customer relationship management solution in an outsourced environment as more particularly described in Exhibit B, where: (i) Concurrent Users' use of the Application solely for the purpose of supporting Outsourcing Customers, and (ii) where the Application constitutes no more than ten percent (10%) of such Outsourcing Services.

REMOTE ACCESS means direct connection to the Designated System via the Internet, via PPTP, direct TCP/IP or other such high-speed, point-to-point





network access.

SCOPE OF USE means the limitations on HSNS's use of the Application, specifically, the numbers of Concurrent Users and Interactions set forth in Exhibit A.

STATEMENT OF WORK means a written document setting forth the scope of implementation and/or consulting services, the anticipated schedule, deliverables, if any, and fee structure.

TERRITORY means the geographic area set forth in Exhibit B.

(intentionally left blank)

                                    6    7

UPDATE means any published (i) new release of the Application that is not designated by E.piphany as a new product for which it charges separately; and/or (ii) error correction or functional enhancement to the Application. E.piphany shall determine, in its sole discretion, when it shall make Updates available to HSNS, provided that any such Update shall be made available to HSNS no later than thirty (30) days following its general commercial release.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Agreement as of the date set forth above.

E.PIPHANY, INC.                              HIGH SPEED NET SOLUTIONS, INC.

SIGNATURE:      /s/ Karen Richardson         SIGNATURE:    /s/ Andrew Fox                 --------------------                       --------------------- PRINT NAME:     Karen Richardson             PRINT NAME:   Andrew Fox                 --------------------                       ---------------------

TITLE:          EVP Sales                    TITLE:        President & CEO                 --------------------                       ---------------------

                                    7    8

                                 EXHIBIT A                                    ORDER FORM

This Order Form (Order Form) to the Outsourcing Agreement by and between E.piphany, Inc. (E.piphany) and High Speed Net Solutions, Inc. (HSNS ) dated July __, 2000 (Agreement). Capitalized terms used herein shall have the same meaning ascribed to them in the Agreement. It is expressly agreed that the terms of the Agreement and the Order Form shall supersede the terms in any HSNS purchase order or other ordering document.

1.0      ORDER FORM EFFECTIVE DATE: JULY __,  2000.

2.0      LICENSED APPLICATIONS.

      CURRENT E.4 TIER 4         E-MAILER APPLICATION

      CURRENT E.4 TIER 3 CAMPAIGN MANAGEMENT SYSTEM APPLICATION , EXCLUSIVE          OF E.PIPHANY'S TIER 2 (DISTRIBUTED DATABASE MARKETING) APPLICATIONS.

      CURRENT E.4 TIER 1 (REPORTING AND ANALYSIS) ROWS AND COLUMNS, SOLELY AS          REQUIRED FOR THE OPERATION OF THE EMAILER APPLICATION AND CAMPAIGN          MANAGEMENT APPLICATION.

3.0      DEVELOPMENT LICENSE FEES AND SCOPE OF USE. In consideration of the          grant of rights and licenses set forth in this Agreement, HSNS shall          pay the following fees for the following scope of use throughout the          term of this Agreement:

      a.       DEVELOPMENT LICENSING FEES. HSNS will pay to E.piphany a                   development license fee of $230,500 due and payable as                   follows:

               $ 115,250.00      Net thirty (30) days from the Effective Date                                     of this Agreement.

               $ 115,250.00      Net ninety (90) days from the Effective Date                                     of this Agreement.

CAMPAIGN MANAGEMENT & EMAILER APPLICATIONS               (NT PLATFORM ONLY)                    YEAR 1         YEAR 2          YEAR 3           TOTAL

Development License Fees                          $ 212,500                                       $212,500 Annual Priority Maintenance Fees @ 22% of net      $ 46,750        $46,750        $46,750         $140,250                                                ---------------------------------------------------------------- Total                                              $259,250        $46,750        $46,750         $352,750





Net Development User Fees (each)                    $ 3,000                                        $ 3,000 Annual Priority Maintenance Fees @ 22% of net         $ 660          $ 660          $ 660          $ 1,980                                                ---------------------------------------------------------------- Total                                               $ 3,660          $ 660          $ 660          $ 4,980

Number of Users                                           6                                              6 Total Users Fees                                   $ 18,000                                       $ 18,000 Annual Priority Maintenance Fees @ 22%              $ 3,960        $ 3,960        $ 3,960         $ 11,880                                                ---------------------------------------------------------------- Total                                              $ 21,960        $ 3,960        $ 3,960         $ 29,880

TOTAL DEVELOPMENT LICENSE AND USER FEES           $ 281,210       $ 50,710       $ 50,710        $ 382,630

      b. MINIMUM SELL THROUGH REVENUE COMMITMENT: HSNS will pay to E.piphany a minimum sell through revenue commitment of $750,000.00 (MINIMUM SELL-THROUGH COMMITMENT) during the initial three year term of this Agreement on the dates and in the minimum amounts (Minimum Quarterly Payments) as follows.

                                    8    9

--------------------------------------       ----------------------------------------     ----------------------------------------                     Minimum Quarterly                             Minimum Quarterly                            Minimum Quarterly  Payment Due Date       Payment                Payment Due Date        Payment              Payment Due Date        Payment --------------------------------------       ----------------------------------------     ----------------------------------------                                                                                                         October 1, 2000       $62,500                October 1, 2001         $62,500              October 1, 2002         $62,500

January 1, 2001       $62,500                January 1, 2002         $62,500              January 1, 2003         $62,500

April 1, 2001        $62,500                 April 1, 2002          $62,500               April 1, 2003          $62,500

July 1, 2001         $62,500                  July 1, 2002          $62,500                July 1, 2003          $62,500

--------------------------------------       ----------------------------------------     ----------------------------------------   Year 1 - TOTAL      $250,000.00               Year 2 - TOTAL       $250,000.00             Year 3 - TOTAL       $250,000.00 --------------------------------------       ----------------------------------------     ----------------------------------------

4.0.     ADDITIONAL FEES

      4.1      INCREASES TO THE MINIMUM SELL THROUGH COMMITMENT. The Minimum                   Sell Through Commitment will increase in Years 2 and 3 of this                   Agreement as follows:

               YEAR 2 - Annual minimum payment ($250,000.00), plus a                   percentage increase in the annual minimum payment equal to 50%                   of the difference between the number of emails sent by HSNS on                   behalf of Outsourcing Customers in the first six months of                   Year 1 and the second six months of Year 1, up to a maximum                   Year 2 payment of $375,000.00. Payment is due and payable in                   equal quarterly installments (Year 2 Quarterly Payments). On                   the thirtieth (30th) day after the end of Year 1, HSNS shall                   submit a report to E.piphany (in a format provided by                   E.piphany, but reasonably acceptable to HSNS) listing the                   total number of emails distributed by Outsourcing Customer for                   the first and second six months of Year 1. Year 2 Quarterly                   Payments will be due and payable thereafter on July 1, 2001;                   October 1, 2001; January 1, 2002; April 1, 2002. All reporting                   and payment requirements under this Section 4.1 shall be                   subject to Section 3.4 of the HSNS Agreement.

               YEAR 3 - Annual minimum payment ($250,000), plus a percentage                   increase in the annual minimum payment equal to 50% of the                   difference between the number of emails sent by HSNS on behalf                   of Outsourcing Customers in Year 1 and Year 2, up to a maximum                   Year 3 payment of $500,000.00. Payment is due and payable in                   equal quarterly installments (Year 3 Quarterly Payments.) On                   the thirtieth (30th) day after the end of Year 2, HSNS shall                   submit a report to E.piphany (in a format provided by                   E.piphany, but reasonably acceptable to HSNS) listing the                   total number of emails distributed by Outsourcing Customer for                   Years 1 and 2. Year 3 Quarterly Payments will be due and                   payable thereafter on July 1, 2002; October 1, 2002; January                   1, 2003; April 1, 2003. All reporting and payment requirements                   under this Section 4.1 shall be subject to Section 3.4 of the                   HSNS Agreement.

      4.2      LEAD SHARING FEES: HSNS agrees to pay E.piphany an additional                   $0.005 per email for any email distributed by HSNS as a result                   of any deal it closes that either results from a lead                   generated by E.piphany or in which E.piphany assisted prior to                   closing for the first year after the deal closes. Lead sharing                   activities include leads that HSNS obtains from participation                   at E.piphany vendor shows or participation in an E.piphany                   booth at E.piphany specified trade shows.

               HSNS agrees to pay lead sharing fees on a quarterly basis for                   the first year of any HSNS engagement resulting from an                   E.piphany lead. On the thirtieth (30th) day after the end of





               each quarter, HSNS shall submit a report to E.piphany (in a                   format provided by E.piphany, but reasonably acceptable to                   HSNS) listing (i) the total number of emails distributed for                   the quarter; along with payment for the quarterly lead sharing                   fees owed to E.piphany. All reporting and payment requirements                   under this Section 4.2 shall be subject to Section 3.4 of the                   HSNS Agreement.

5.0.     TERM. This Agreement shall have an initial term of three (3) years.

6.0      ANNUAL MAINTENANCE FEES

      YEAR 1   $50,710.00 due and payable in four (4) equal installments of                   $12,677.50 as follows:

                        Net thirty days from the Effective Date of this                            Agreement.

                                 October 1, 2000.

                                    9    10

                                 January 1, 2001.                   April 1, 2001

      YEAR 2 $50,710.00 due and payable in four (4) equal quarterly installments of $12,677.50 on: July 1, 2001, October 1, 2001 January 1, 2002 and April 1, 2002.

      YEAR 3 $50,710.00 due and payable in four (4) equal quarterly installments of $12,677.50 on: July 1, 2002, October 1, 2002, January 1, 2003, and April 1, 2003.

7.       DESIGNATED SYSTEM: NT-- 434 Fayetteville Street, Suite 600, Raleigh, NC          27601.

8.       NOTICES:

------------------------------------------ ------------------------------------- HSNS CONTACT                               E.PIPHANY CONTACT Theodore Harper, Esq.                      General Counsel Kilpatrick and Stockton  LLP               E.piphany, Inc. 3737 Glenwood Avenue, Suite 400            1900 S. Norfolk St., Suite 310 Raleigh, NC 27612                          San Mateo, CA 94403 919/ 420-1709 (phone)                      650/356-3800 (phone) email: tharper@kilstock.com                650/356-3907 (fax) ------------------------------------------ -------------------------------------

------------------------------------------ ------------------------------------- HSNS TECHNICAL CONTACT                     E.PIPHANY TECHNICAL CONTACT Harris Glover                              Director, Technical Support VP of High Speed Net Solutions, Inc.       E.piphany, Inc. 434 Fayetteville Street, Suite  2120       1900 S. Norfolk St., Suite 310 Raleigh, NC 27601                          San Mateo, CA 94403 919/807-5690 (phone)                       650/356-3800 (phone) 919/807-0508 (fax)                         650/356-3801 (fax) email: Harris.glover@hsns.com ------------------------------------------ -------------------------------------

6.       HSNS BILLING INFORMATION:                      SHIPPING INFORMATION:

BILLING ADDRESS: _ _ High Speed Net Solutions, Inc.     SHIPPING ADDRESS: 434 Fayetteville Street, Suite 2120 Raleigh, NC 27601

BILLING CONTACT: ROBERT LOWREY, CFO                     SHIPPING CONTACT: TELEPHONE: _919/807-5690                                TELEPHONE; EMAIL: MAILTO:__ROB.LOWREY@HSNS.COM                     EMAIL: FACSIMILE: 919/807-0508                                 FACSIMILE:

AGREED BY:

E.PIPHANY, INC.                              HIGH SPEED NET SOLUTIONS, INC.

SIGNATURE:        /s/ Karen Richardson       SIGNATURE:       /s/ Andrew Fox                   --------------------                        ------------------

PRINT NAME:       Karen Richardson           PRINT NAME:      Andrew Fox                   --------------------                        ------------------

TITLE:            EVP Sales                  TITLE:           President & CEO                   --------------------                        ------------------

                                    10    11

                                 EXHIBIT B          DESCRIPTION OF OUTSOURCING APPLICATION AND OUTSOURCING SERVICES                               TERRITORY AND MARKET





OUTSOURCING APPLICATION TITLE AND DESCRIPTION: Outsourcing Application Title and Description:

Rich Media Direct Rich Media Direct is an online direct marketing turnkey service that targets rich media advertisements to selected demographics/psychographics via Rich Media Direct delivery mechanisms.

OUTSOURCING SERVICE TITLE AND DESCRIPTION:

High Speed Rich Media Direct Service

The Rich Media Direct service will take (a 15- or 30-second video advertisement) and target to selected 'opt-in' recipient list. The service will compress and package advertisements to provide a compelling advertisement. The High Speed Rich Media Direct Network provides customers dedicated bandwidth and a distributed infrastructure to efficiently distribute rich media advertisements to targeted audiences. In addition, the High Speed Rich Media Direct Service offers customers the following benefits:

*        7x24 Service and Support

*        Content packaging and compression

*        Online tracking & reporting of campaigns

*        Customized media player GUI's for brand extension and hyperlinks

*        Online repeat campaign and list selection

*        Streaming services

This service provides complete protection and privacy to your distribution list and all data collected during your campaign.

HOSTED SYSTEMS:  Microsoft NT Server

MARKET:  Persons or Entities who wish to use Rich Media Advertising Services

TERRITORY: HSNS shall have rights under this Agreement to provide Outsourcing Application and Outsourcing Services to Outsourcing Customers globally without restriction contingent upon HSNS providing Outsourcing Services from the Designated System. HSNS shall submit quarterly reports to E.piphany listing the number of Outsourcing Customers located outside of the United States, by country and the number of emails sent on their behalf so that E.piphany can use such information to allocate sales revenue for the payment of commissions to its local sales representatives.

                                    11    12

EXHIBIT C                               TRAINING AND SUPPORT

A.  TRAINING

      1. SALES AND MARKETING TRAINING. Reseller must have a minimum of five (5) of its sales staff participate in the sales and marketing training in the first 6 months of this agreement. Sales and Marketing training will be available to Reseller at a rate of 25% off of E.piphany's list price.

      2. PRE-SALES TECHNICAL TRAINING. Reseller must have a minimum of two (2) of its pre-sales technical staff participate in the pre-sales technical training in the first 6 months of this agreement. All pre-sales technical consultants must have appropriately configured hardware on which to load demonstration software at the time of such training. Pre-Sales Technical Training will be available to Reseller at a rate of 25% off of E.piphany's list price.

      3. EXPENSES. For any sales and marketing training or any technical training provided by E.piphany to Reseller at any location other than E.piphany's San Mateo location, E.piphany shall bill Reseller and Reseller shall pay for any reasonable travel, lodging, and living expenses incurred by E.piphany for such training. All travel will be pre-approved by Reseller.

B.  ADDITIONAL MARKETING REQUIREMENTS FOR HSNSS

1.       Alliance Manager. Each party shall provide a single point of contact to          maintain overall responsibility for the relationship between E.piphany          and HSNS. The following are examples of responsibilities of the single          point of contact that will be mutually agreed upon to by the parties          within the first (30) days after the Effective Date of the Agreement:

      i.       Business Plan Development

      ii.      Coordination of Marketing Activities: E.piphany and HSNS agree                   to issue a joint press release.

      iii.     Coordination of Sales Teams

      iv.      Coordination of Engineering Teams

      E.piphany: ____________________________________





      HSNS:   ____________________________________

                                    12

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