In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

[Q]: Contract No.: DDCX S DG KC 201812130044 Exhibit 10.5 Collaboration Agreement This Collaboration Agreement (hereinafter referred to as this Agreement) is made and entered into by and between the following parties in Haidian District, Beijing. This Agreement may be executed in paper form offline or in electronic form through the Didi Chuxing Online Contracting Platform (website: https://Agreement.didichuxing.com/, hereinafter referred to as the Contracting Platform). The Agreement executed offline in paper form shall become effective upon the completion of the execution by both Parties (hereinafter referred to as the Effective Date); and the Agreement executed online in electronic form shall become effective upon the completion of the execution on the Contracting Platform by both Parties (hereinafter referred to as the Effective Date) recorded by the third-party Online Document Depository. Party A: Didi Chuxing Technology Co., Ltd. Legal Representative: Ting Chen Party B: Hunan Ruixi Financial Leasing Co., Ltd Legal Representative: Xianglong Li Party A and Party B shall be individually referred to as a Party and collectively as the Parties. Whereas 1. As a company providing third-party e-commerce platform services, and desires to assist the Driver User (hereinafter referred to as the Driver User) registered on the platform to lease vehicles from Party B with the most favorable treatment in the market, so as to reduce the cost of using vehicles for the Driver User; 2. Party B is an automobile leasing company, with the qualification, resources and ability to carry out the automobile financial leasing business, and it acknowledges and undertakes to implement the platform rules formulated by Party A; 3. Both Parties hope to clarify the cooperation contents, rights and obligations of each Party And other matters through this Agreement. NOW, THEREFORE, the Parties hereto agree as follows: 1. Definitions Unless otherwise stated, the following terms used in this Agreement shall have the following meanings: 1.1 Platform refers to the third-party e-commerce platform operated by Party A: Xiaoju Online Ride-Hailing Marketplace.





Contract No.: DDCX S DG KC 201812130044 1.2 Platform Rules refers to normative documents related to the platform noticed to Party B by Party A by E-mail or other means as well as the various normative documents published on the platform such as the Regulations on Vehicle Rental Service Business of Xiaoju Online Ride-hailing Marketplace and Code of Conduct and Risk Notification of Vehicle Service Company. 1.3 Didi refers to Party A, Party A's Affiliates and their respective software and platforms operated by them. 1.4 Ride-hailing Vehicles refers to the online car-hailing vehicles. 1.5 Ride-hailing Service refers to the online non-peripatetic car hailing service provided by certain entities through the service platforms based on Internet technology using qualified vehicles and Driver Users, which integrates supply and demand information. 1.6 Affiliates refers to companies that have an affiliated relationship with each other, including, but not limited to, the companies, firms, corporations or other organizations of such nature established, participated in the establishment, operated, controlled by shareholders, legal representative, actual controllers or directors, supervisors, etc. and their immediate family members, collateral relatives within three generations, close relatives, etc. 1.7 Senior Management refers to the officers defined in the Company Law of the People's Republic of China and the chief executive officer, chief financial officer, supervisors, etc. in a company. 1.8 Laws refers to laws, administrative regulations, local laws and regulations, autonomous regulations and separate regulations promulgated by the competent authorities, rules and regulations of the Ministries and Commissions of the State Council and local governments, judicial interpretations, normative documents, etc. in China. 1.9 Period of Cooperation refers to the term of validity of this Agreement. 1.10 Confidential Information refers to any oral or written materials and information exchanged between the Parties in respect of this Agreement, including, but not limited to, the following: 1.10.1 The content of this Agreement and its supplemental agreement(s); 1.10.2 The business (including, but not limited to, business decisions, management methods, operating strategies, incentive strategies, promotional information), operating, financial, technical, product, service information of any party obtained or received by the other party during the performance of this Agreement or during the term of this Agreement; 1.10.3 The other party's user profiles, information, etc.; 1.10.4 The processes and results of settlement of any dispute arising from this Agreement 1.11 Intellectual Property Rights refers to: (a) patents and patent applications; (b) trademarks, service marks, trade names, trade dress and domain names, and goodwill exclusively attached thereto; (c) copyrights, including the copyrights of computer software and the copyrights of the database; (d) secrets and proprietary information, including trade secrets and technical secrets; and (e) any rights similar to subparagraphs (a)-(d) provided in any law, whether or not any one of the foregoing has been applied for registration or registered. 1.12 Personal Injury Compensation refers to the compensation provided in the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Cases on Personal Injury Compensation.





Contract No.: DDCX S DG KC 201812130044 1.13 Xiaoju online Ride-Hailing Marketplace SaaS System refers to the operation and management service system for Party B's vehicles developed by Xiaoju online Ride-Hailing Marketplace. When Party B signs the Vehicle Operation Management Service Agreement, it shall be deemed to be connected to the SaaS system of Xiaoju online Ride-Hailing Marketplace. Party B is free to choose the following two types of services: One is the regular free service of Xiaoju online Ride-Hailing Marketplace. One is the regular value-added charging service of Xiaoju online Ride-Hailing Marketplace. 2. The Cooperation During the term of cooperation, Party B shall, through the Platform provided by Part A, present to the Driver User the vehicle for rent and financing and leasing solutions in line with this agreement between Party A and Party B and the Platform Rules. Party B shall provide the Driver User with long-term and stable rental sources and the most favorable financial leasing scheme, complete the vehicle leasing transactions with the Driver User through the Platform, and provide the Driver User with high-quality financial leasing services. 3. Rights and Obligations 3.1 Party A's rights and obligations: 3.1.1 Party A shall maintain and operate the Platform in accordance with the available technology, so that the Platform can operate normally, and Party B can use the Platform normally and conduct vehicle financial leasing transactions with the Driver User smoothly. 3.1.2 Party A shall reply to problems encountered by Party B during the registration in and use of the Platform in a timely manner. 3.1.3 Party A is entitled to inspect any information and materials submitted by Party B and the information generated by the use of the Platform from time to time. In case any problem or question is discovered in the aforesaid information or materials, Party A is entitled to take the following measures: 3.1.3.1 To request Party B to submit more information or documentary evidence; 3.1.3.2 To request Party B to correct such problem; 3.1.3.3 Removing commodities from the shelves and temporarily shutting down some functions of the Platform account and other measures considered necessary by Party A. 3.1.4 Party A is entitled to inspect the information released by Party B on the Platform. If the information released by Party B contains the following information, Party A may, without informing Party B, take restrictive measures such as deleting the information or removing the commodities from the shelves: 3.1.4.1 Information unrelated to or not intended for a vehicle leasing transaction;





Contract No.: DDCX S DG KC 201812130044 3.1.4.2 False information that is misleading or exaggerating the facts or inconsistent with the facts; 3.1.4.3 Information of malicious competition or other information that may disrupt the normal transaction order of the Platform; 3.1.4.4 Information that violates the Laws or the public interests or may harm the legitimate interests of the Platform and/or other third parties. 3.1.5 During the cooperation, Party A shall have the right to inquire relevant information of Party B through various channels and investigate Party B's background. If the investigation results show that Party B has major business risks and other conditions, Party A shall have the right to unilaterally terminate the cooperation if the assessment suggests that Party A's reputation is sufficiently affected therefrom. 3.2 Party B's rights and obligations: 3.2.1 Party B shall be entitled to use the Platform to publish commodities and its own information subject to the compliance with this Agreement and the Platform Rules and prior approval by Party A. 3.2.2 Party B shall guarantee the authenticity, legality, completeness, accuracy and validity of any materials and information provided by it to Party A, and guarantee that such materials and information are in compliance with this Agreement and the Platform Rules during the Period of Cooperation; and shall guarantee the validity and security of the email address, telephone number, address, postal code, etc., provided by it to Party A, and the successful contact by Party A or the Driver Users with Party B through the aforementioned contact information. In case such materials or information or contact information is changed or invalid, Party B shall notify Party A of the changed information or the invalidity at least 3 working days in advance. 3.2.3 Party B guarantees that the vehicles released and leased on the Platform shall meet the following conditions simultaneously: 3.2.3.1 Obey the requirements of this agreement, Platform Rules, Laws; can drive on the road, and can be used to engage in online Ride-hailing operation in the place where the leased vehicle is used; 3.2.3.2 The vehicles are passenger cars that meet the Safety Specifications for Power-driven Vehicles Operating on Roads (GB 7258-2012) and have less than 7 seats, including the driver's seat; 3.2.3.3 No decorations, devices or equipment (except those required by law) have been installed, and there are no other modifications or additions that may affect the safe operation of the vehicle or endanger the personal and property safety of the vehicle drivers and passengers; 3.2.3.4 The engine has not been replaced or adjusted in a way different from that of the factory, or the performance has been substantially modified or installed (except those permitted by local laws and passed the safety inspection of the traffic administrative department of the public security organ).





Contract No.: DDCX S DG KC 201812130044 3.2.3.5 There is no any right defect or ownership dispute. Party B is entitled to lease the vehicle to others in the form of financial leasing for the operation of online Ride-hailing or other purposes. 3.2.4 Party B shall be obliged to verify the actual use of the leased vehicles, assist and ensure that the Driver User purchases corresponding insurance according to the actual use of the leased vehicles; if the leased vehicle is used for online Ride- hailing operation, in case that the provisions of the local Laws on online Ride-hailing insurance are changed within the term of cooperation or the provisions of the local Laws on online Ride-hailing are officially implemented within the term of cooperation, Party B shall inform the Driver User within 3 working days after the change of local Laws and regulations on Ride-hailing or the effective implementation thereof, assist the Driver User and ensure that the insurance of the leased vehicle shall be changed in accordance with the provisions of local Laws on ride-hailing to make the insurance of the leased vehicle comply with the provisions of relevant Laws and regulations on Ride-hailing at that time. 3.2.5 If the vehicle released by Party B on the Platform does not comply with the Platform Rules or legal provisions irregularly updated, Party B shall notify the Platform within 1 working day after the new Platform Rules or new Laws come into force and remove the vehicle by itself. 3.2.6 When the vehicle leased by Party B is used by the Driver User to provide online Ride-hailing Services on Didi platform, Party B shall try its best to cooperate with Party A to conduct investigation and collect evidence and assist Party A to deal with relevant matters in case of passenger complaints, traffic accidents or complaints received by Party A or reports of Party B's behaviors in violation of this Agreement or platform rules. 3.2.7 Party B shall ensure a long-term and stable supply of vehicles and give priority to meeting the rental needs of the Driver User. 3.2.8 Party B shall complete automobile lease transactions with Driver Users through the Platform, and enter into agreements with Driver Users by using the Financial Leasing Agreement template provided by Party A. 3.2.9 Party B shall truthfully provide Party A with one original copy of the Financial Leasing Agreement signed by and between Party B and the Driver User, together with its annexes of Vehicle Handover List and Financial Leasing Confirmation Letter, etc., and shall upload the scanned copy to the Platform within 1 working day after the signing of the Agreement. 3.2.10 Party B shall fulfill its rights and obligations to the Driver User who has signed the Agreement with Party B by means of strictly following the template of Financial Leasing Agreement and its annex provided by Party A. 3.2.11 Party B is entitled to collect a deposit from the Driver User for the leased vehicle. The amount of the deposit shall be the same as or lower than the amount of the deposit announced by Party B on the Platform, and the collected deposit shall be less than RMB20,000 (RMB TWENTY THOUSAND ).





Contract No.: DDCX S DG KC 201812130044 3.2.12 Party B shall ensure that the Driver User's down payment, monthly rent, last payment, deposit (fee items shall not exceed the aforementioned items) are collected only in accordance with the Financial Leasing Agreement, and the overall internal rate of return (IRR) of the financial leasing scheme shall be kept within 25%. 3.2.13 In the cases that Party B guarantees to sign the Financial Leasing Agreement with Party A's users, Party B will agree on the provisions of terminating the Financial Leasing Agreement unilaterally by the Driver User in advance with the Driver User according to the conditions or better conditions specified in Annex 2 Terms and Conditions for the Driver User to Terminate Financial Leasing Agreement in Advance, and the relevant provisions shall at least comply with the following agreements: 3.2.13.1 Party B shall clarify the logic and method for calculating the liquidated damages due to the unilateral termination of the Financial Leasing Agreement by the Driver User; 3.2.13.2 After signing the agreement with Party B, the Driver User is entitled to terminate the Financial Leasing Agreement 7 days in advance in the last week (7 natural days) of every three months. 3.2.13.3 In case that the Driver User unilaterally terminates the Financial Leasing Agreement in advance, he/she does not need to pay the remaining rent and the last payment; 3.2.13.4 In case that the Driver User unilaterally terminates the Financial Leasing Agreement in advance, Party B shall collect the liquidated damages from the Driver User within 30% of the down payment + total monthly rent + last payment stipulated in the Financial Leasing Agreement; If major maintenance (maintenance fee is RMB3,000 or above) of the leased vehicle occurs during the lease period, Party B may charge the depreciation expense of the Driver User's rental of the vehicle in addition to the liquidated damages mentioned above, and the depreciation expense for each time shall be less than 20% of the current maintenance fee. (Depreciation expense can only be charged in that the Driver User unilaterally terminates the Agreement in advance without paying the full amount to buy the vehicle.) 3.2.13.5 Party B shall refund all the monthly rental paid by the Driver User in accordance with the Financial Leasing Agreement and all the other expenses excluding that paid to the third party (e.g. vehicle purchase tax, insurance premium, etc.). 3.2.13.6 Party B shall explain the conditions for the termination of the Agreement to the Driver User, fully communicate to reach consensus, and obtain the signature confirmation from the Driver User. 3.2.13.7 In case that Party B has different conditions for termination of agreement for different types of vehicles, they shall all conform to the provisions of this agreement, and the written consent of Party A shall be obtained in advance before they can be applied to the Financial Leasing Agreement signed with the Driver User.





Contract No.: DDCX S DG KC 201812130044 3.2.14 Where a traffic accident or other safety accident occurs in a leased vehicle, Party B shall actively deal with relevant matters and settle insurance claims. If the Driver User has paid the maintenance fee and personal injury compensation for the leased vehicle caused by traffic accident or other safety accident, Party B shall pay full insurance premium after deducting the expenses that the Driver User shall pay to Party B (if any) to the Driver User within 1 working day after receiving the insurance compensation. 3.2.15 In case that the vehicle leased by Party B to the Driver User is used for the online Ride-Hailing Service, where a traffic accident or other safety accident occurs when a leased vehicle provides an online Ride-Hailing Service, if passengers or other subjects in traffic accidents or safety accidents (subjects other than the Driver User who rent vehicles and passengers) require the Driver User to Compensate For Their Personal Injury, or if the Driver User fails to pay or is unable to pay while the carriage Agreement losses, or if the passenger requests the Driver User or other subjects to bear the carriage liability of the online Ride-hailing Service, Party B shall deal with these situations timely, assume the carrier responsibility of leasing the vehicle which provides online Ride-Hailing Service and pay the compensation in time; If it is the Driver User's responsibility, Party B may recover it from the Driver User. 3.2.16 In case that the Driver User fails to pay the monthly rent in full and on time as stipulated in the Financial Leasing Agreement, Party B shall deal with it according to the following procedures: a notification shall be sent to the Driver User to require the Driver User to pay the monthly rent within a reasonable time firstly. If the Driver User refuses to correct and delays the payment of the monthly rent for more than 30 days, Party B can take reasonable measures to recover the vehicle or terminate or waive the Financial Leasing Agreement. 3.2.17 Party B guarantees that the Driver User will enjoy the most favorable treatment in accordance with the terms and conditions stipulated in This Agreement during the Period of Cooperation. In case that the price and other substantive terms offered by Party B to such entity are more favorable than those enjoyed by the Driver User in any commercial cooperative relationship signed or formed between Party B and any entity, the Driver User and Party B shall amend the provisions in the Financial Leasing Agreement signed by both parties to enable the Driver User to enjoy the same or more favorable provisions as those enjoyed by such other entities, such modifications shall include but not limit to the modifications of the monthly rent terms. 3.2.18 Party B shall guarantee that after this agreement comes into force, Party B shall sign the Vehicle Operation Management Service Agreement on the related platform of Party A (i.e. Xiaoju online Ride-Hailing Marketplace) and uniformly access to the SaaS system of Xiaoju online Ride-Hailing Marketplace, otherwise, Party A is entitled to unilaterally terminate this agreement. 4. Deposit 4.1 Party B confirms that the deposit paid in accordance with this Agreement is a deposit for the successful cooperation between Party B and Party A on the vehicle operational leasing business and the vehicle financing leasing business to guarantee that Party B will fulfill its obligations under this Agreement and the Cooperation Agreement signed by and between Party A and Party B regarding the vehicle operational leasing business and the Platform Rules and Party B agrees that Party A may deduct reasonable liquidated damages, overdue fines, compensations, etc. from the deposit when Party B breaches this Agreement, or the above mentioned Cooperation Agreement or the Platform Rules. In case that Party A deducts any amount from the deposit, it shall issue a corresponding receipt to Party B.





Contract No.: DDCX S DG KC 201812130044 4.2 During the period of cooperation, Party B shall pay the deposit in accordance with the following rules: For each payment of RMB 100,000, Party B can list up to 100 vehicles on Party A's platform (for example, if Party B wishes to list 275 vehicles, it shall pay RMB 300,000. A deposit of RMB300,000 permits Party B to list up to 300 (included) vehicles on Party A's platform. 4.3 Party B shall first pay a deposit of RMB100,000 to Party A within 5 working days after the signing of this Agreement. For list more products, Party B shall apply to Party A 3 working days in advance and after obtaining the consent of Party A, pay the deposit in full within 5 working days from the date of receipt of the deposit notice from Party A. 4.4 If Party B shall pay liquidated damages for breach of this Agreement or violation of the platform rules, Party A is entitled to request Party B to pay the liquidated damages. If Party B refuses or fails to pay, Party A is entitled to deduct the corresponding amount from the deposit. In this case, Party B shall pay additional deposit equivalent to the liquidated damages when it pays the liquidated damages. For example, if Party B shall pay liquidated damages as much as RMB N, it shall pay additional RMB N to increase the deposit paid in accordance with Article 4.2 after it pays the liquidated damages or Party A deducts the liquidated damages from the deposit. 4.5 If Party B shall increase the deposit in accordance with this Agreement, it shall pay the additional deposit in full within 5 working days from the date of receipt of Party A's deposit payment notice. If Party B's deposit is deducted in whole or in part due to Party B's breach of this Agreement or other reasons, Party B shall replenish the deposit within 5 working days from the deduction date of the deposit as well as pay the additional deposit in full in accordance with Article 4.4. 4.6 If Party B fails to pay, increase or replenish the deposit in accordance with this Agreement, Party A shall have the right to charge a penalty as much as 1‰ of the unpaid amount for each day. If Party B fails to pay, increase or replenish the deposit in full within 15 days after the expiration of the payment period specified in this Agreement, Party A shall have the right to terminate this Agreement unilaterally. 4.7 After Party B terminates or rescinds this Agreement, if there is no effective Vehicle Lease Agreement between Party B and a Driver User (if the operational leasing business is conducted) and there is no dispute on the vehicle lease between Party B and a Driver User, Party A shall refund the remaining deposit to Party B on a interest-free basis within 30 days after receipt of the deposit receipt returned by Party B; if there is any effective Vehicle Lease Agreement between Party B and a Driver User or if there is any disputes on the vehicle lease between Party B and a Driver User, Party A shall refund the remaining deposit to Party B on a interest-free basis within 30 days after receipt of the deposit receipt returned by Party B after the driver confirms the Vehicle Lease Agreement has been fulfilled or the dispute has been resolved.





Contract No.: DDCX S DG KC 201812130044 5. Taxes The taxes incurred by the Parties hereto due to the performance of this Agreement shall be borne by the Parties respectively. 6. Intellectual Property Rights Party A has exclusive rights and interests in all rights, ownership, titles, interests and intellectual property rights arising from or created by the performance of this Agreement. 7. Confidentiality 7.1 Each party shall maintain the confidentiality of all confidential information and shall not disclose any confidential information to any third party without the prior written consent of the other party, except for the information which (a) is or will be known by public (not caused by the disclosure to the public by the receiving party); (b) is required to be disclosed by the applicable law or any securities exchange rules or regulations; (c) is necessary to be disclosed to the counsels or financial consultants by either party in respect of the transaction under this Agreement, and such counsels or financial consultants are bound by similar confidentiality obligations hereunder. Disclosure of any confidential information by an employee or agency employed by either party shall be deemed to be a disclosure of such confidential information by that party, and the party shall be liable for breach of this Agreement. This provision shall survive any change or the termination of this Agreement for any reason. 7.2 Without the written consent of Party A, Party B shall not disclose the relevant information of Party A or Party A's Driver Users obtained by Party B due to this Agreement or the cooperation hereunder to any third parties (including but not limited to disclosing the cooperation content to any media, website, WeChat Official Account and other promotional channels or making false propaganda and report), or Party A is entitled to unilaterally cancel the cooperation and pursue Party B's liability for breach of the Agreement according to the actual loss. 8. Representations and Warranties 8.1 Party A represents and warrants as follows: 8.1.1 Party A is a company duly incorporated and validly existing under the Laws of China; 8.1.2 The execution and performance of this Agreement by Party A is within the scope of its corporate capacity and its business scope approved by and registered with competent authorities; Party A has taken necessary corporate actions and has been duly authorized and has obtained the consent and approval from third parties and governmental agencies, and will not be in violation of any Laws or other restrictions binding upon Party A. 8.1.3 This Agreement constitutes the legal, valid and binding obligations of Party A and may be enforced in accordance with its terms.





Contract No.: DDCX S DG KC 201812130044 8.2 Party B represents and warrants as follows: 8.2.1 Party B is a company duly incorporated and validly existing under the Laws of China; 8.2.2 The registered capital of Party B is more than RMB5 million (FIVE MILLION) 8.2.3 Party B is in good standing and has not been included in the Lists of Enterprises with Abnormal Operations and the List of Enterprises with Serious Illegal and Dishonest Acts; 8.2.4 Party B's signing and performance of this Agreement is within the permissive scope registered by virtue of its legal personality (the administrative license for or filing of the business scope has been obtained or completed if required); Party B has taken necessary corporate actions and has been duly authorized and has obtained the consent and approval from third parties and governmental agencies, and will not be in violation of any laws or other restrictions binding upon Party B. 8.2.5 This Agreement constitutes the legal, valid and binding obligations of Party B and may be enforced in accordance with its terms. 9. Termination 9.1 In the following cases, either party may terminate this Agreement immediately by written notice to the other party, and this Agreement shall terminate as of the date on which such party gives such written notice of termination: 9.1.1 The other party ceases to carry on business or goes into liquidation (other than voluntary liquidation for the purpose of reorganization or combination of bona fide bankruptcy with prior written consent of such party) or dissolution; 9.1.2 The other party is unable to pay its debts as they become due, or has a receiver, administrative receiver or administrator (or any similar person provided by the Laws of the place where the company is located or incorporated) appointed for bankruptcy of all or any part of its property, or will go into any bankruptcy; 9.1.3 Unless otherwise agreed, the other party is in violation of any provision of this Agreement and fails to remedy such violation within 30 days from the receipt of notice of such violation from such party (if capable of remedy); 9.1.4 The other Party Breaches the Agreement, and such party may terminate this Agreement in accordance with this Agreement or the Platform Rules. 9.2 In the event of any changes in industry policies, industry restrictions, business strategy adjustments and/or business adjustments, the Parties shall notify the other Party At least 30 days in advance to terminate this Agreement. This Agreement shall terminate as of the date of termination specified in the notice of termination. If this Agreement terminates pursuant to this Article, in addition to the payment of the amount incurred and confirmed under this Agreement to the other Party, the Parties shall not be liable for the termination of this Agreement, including, but not limited to, payment of late fees, liquidated damages, compensation. 9.3 In the case of a written notice 15 days in advance from either party to the other Party And a payment of the liquidated damages of RMB10,000 (RMB TEN THOUSAND), this Agreement shall terminate as of the date of termination stated in the notice of termination.





Contract No.: DDCX S DG KC 201812130044 9.4 Upon the termination of this Agreement, Party A is not obliged to retain any information on the Platform or provide such information to Party B; but Party A is entitled to retain Party B's registration data and Party B's data in connection with the driver services during the Period of Cooperation. Upon the termination of the Agreement, in the event of any violation by Party B of this Agreement or the Platform Rules during the Period of Cooperation is discovered, Party A is still entitled to exercise its rights under this Agreement to prosecute Party B for such violation 9.5 After the termination of this Agreement, Party B shall strictly perform the Financial Leasing Agreement signed with the Driver User until the lease expires. 9.6 Upon the termination of this Agreement, Party B shall remove and delete any information or signs related to Didi contained in the materials in the building, equipment, furnishings inside and outside Party B's premises and materials published by Party B in any form. 10. Liability for Breach 10.1 The following acts belong to Class I breaches of the Agreement. If Party B has any of the following acts, Party B shall immediately correct the breach and Party A is entitled to send to Party B a Confirmation Letter on the Breach of the Partner of Xiaoju Online Ride-Hailing Marketplace 10.1.1 Party B fails to cooperate with Didi's staff, for example: 10.1.1.1 Party B is in violation of Article 3.1.3.1, and fails to provide more information or documentary evidence as required by Party A; 10.1.1.2 Party B is in violation of Article 3.2.6, and fails to cooperate with Party A in the investigation and evidence collection or to assist Party A in handling related matters; 11.1.1.3 Party B fails to affix its seal on the reply letter of the Confirmation Letter on the Breach of the Partner of Xiaoju Online Ride-hailing Marketplace or fails to provide Party A with such original sealed letter; 11.1.1.4 Other noncooperation with Didi's staff by Party B. 10.1.2 Being complained due to the service for more than 3 times by different Driver Users within 1 natural month, including but not limited to the noncompliance of the requirements for the time limits for telephone invitations and offline interviews (Party B shall make an invitation by phone within 1 day after a Driver User places an order and conduct an offline interview with the driver within 7 days), bad service attitude, etc. 10.1.3 Party B is in violation of Article 3.2.2, and fails to notify Party A of any change or invalidity of any material, information, contact information provided to Party A at least 3 working days prior to such change or invalidity; 10.1.4 Party B is in violation of Article 3.2.9, and fails to upload the scanned copy of the Consulting Service Agreement to the Platform within 1 working day from the execution of such Agreement with any Driver User;





Contract No.: DDCX S DG KC 201812130044 10.1.5 Party B disseminates any information not published through Didi's official channels, or disseminates rumors relating to Didi; 10.1.6 Party B conducts other Class A breaches specified in the Platform Rules. 10.2 The following acts constitute Class B breaches. In the event of any breach below by Party B, Party B shall immediately remedy the breach, and Party A is entitled to request Party B to pay the liquidated damages of an amount from RMB1,000 (RMB ONE THOUSAND) to RMB 5,000 (RMB FIVE THOUSAND) based on the consequences of the breach, and send the Confirmation Letter on the Breach of the Partner of Xiaoju Online Ride-hailing Marketplace to Party B. 10.2.1 In the event of any Class A breach, Party B fails to remedy such breach in a timely manner or within the time limit notified by Party A, or the Agreement is still breached upon the completion of the remedy; 10.2.2 In the event of three Class A breaches in 12 consecutive calendar months, the third Class A breach shall be regarded as a Class B breach; 10.2.3 The breach provided in Article 10.1.3 occurs twice in 12 consecutive natural months; 10.2.4 Violating Article 3.2.7 for being complained due to no stock of vehicles for more than 3 times by different Driver Users within 1 natural month; 10.2.5 Listing or leasing on the platform a vehicle that does not meet the requirements of this Agreement or the requirements of the Platform Rules. For example: 10.2.5.1 Any vehicle listed and leased on the Platform failing to comply with Article 3.2.3; 10.2.5.2 Any vehicle listed and leased on the Platform failing to meet the other requirements of the Platform Rules; 10.2.6 Party B failing to remove any vehicle from the Platform within 1 working day after a recall decision is issued for breach of Article 3.2.5 or in case that any vehicle is recalled after being listed on the Platform; 10.2.7 Violating Article 3.1.4 for releasing information which is not related to the vehicle lease business or releasing malicious competition and other information which may disrupt the normal trading order of the Platform, or releasing any information in violation of the Law or against the public interest or any information which may damage the legitimate interests of the three parties; 10.2.8 Concealing significant vehicle information (eg, whether a major repair has occurred), or the vehicle information published on the Platform (eg, service life) and the financial leasing programs (including but not limited to the down payment, monthly rent, balance payment, value-added services, etc.) being inconsistent with the actual vehicles delivered by the drivers or the Financial Leasing Agreement; 10.2.9 Being complained due to any failures of Class A vehicles (including but not limited to oil leakage, safety system failure, power system failure, etc.) listed on the Platform for more than 5 times from different Driver Users;





Contract No.: DDCX S DG KC 201812130044 10.2.10 The monthly efficiency indicators failing to meet the standards or the assessment results of the experience indicators failing to meet the standards (failing to reach 60 points (excluded)) in three consecutive indicator assessments; 10.2.11 Violating Article 3.2.11 for charging a Driver User a deposit of more than RMB20,000 (twenty thousand); 10.2.12 Violating Article 3.2.17 due to not providing the most preferential treatment to a Driver User; 10.2.13 Being in any Class II violations as specified in the Platform Rules. 10.3 The following acts constitute Class C breaches. In the event of any breach below by Party B, Party B shall immediately remedy the breach, and Party A is entitled to request Party B to pay the liquidated damages of an amount from RMB5,000 (RMB FIVE THOUSAND) to RMB50,000 (RMB FIFTY THOUSAND) based on the consequences of the breach, and send the Confirmation Letter on the Breach of the Partner of Xiaoju Online Ride-hailing Marketplace to Party B. 10.3.1 In the event of any Class B breach, Party B fails to remedy such breach in a timely manner or within the time limit notified by Party A, or the Agreement is still breached upon the completion of such remedy; 10.3.2 In the event of three Class B breaches in 12 consecutive calendar months, the third Class B breach shall be regarded as a Class C breach; 10.3.3 Inducing Platform users to transfer the vehicle ownerships to Party B; 10.3.4 Violating Article 3.2.3.3 or 3.2.3.4 for leasing an unqualified vehicle, which later causes a traffic accident or any other safety accident due to retrofitting or installation of new parts; 10.3.5 Violating Article 3.2.4 for the following reasons: The actual use of a leased vehicle is inconsistent with the purpose as agreed in the Financial Leasing Agreement, or although the actual use of the leased vehicle is consistent with the purpose as agreed in the Financial Leasing Agreement, the Driver User is not pursued to buy the corresponding insurance according to the actual use nature of the leased vehicle and therefore the insurance company refuses to pay for the compensation when the leased vehicle has a traffic accident or the Driver User is not pursued to buy the insurance meeting the requirements for the insurance value and type as provided by the law for online vehicle leasing in accordance with Article 3.2.4 and therefore the compensation amount paid by the insurance company is insufficient to cover the Driver User's liability for tort or carrier liability in the traffic accident or safety accident. 10.3.6 Violating Article 3.2.8 for inducing the Driver User to carry out a vehicle leasing transaction outside the Platform or sign a Agreement without using the platform's template of Financial Leasing Agreement; 10.3.7 Violating Article 3.2.10 for failing to perform its obligations to the Driver User in accordance with the Financial Leasing Agreement signed with the Driver User; 10.3.8 Violating Platform Rules for carrying out misleading propaganda (including but not limited to exaggerating the scale of the company, making exaggerated advertisement or fictitious promise of service projects, preferential programs, etc., or misleading the Driver User by use of false facts such as Didi's order precedence);





Contract No.: DDCX S DG KC 201812130044 10.3.9 Entering into other agreements with the Driver User in any form other than the Platform's template of Financial Leasing Agreement; or restricting the rights of the Driver User or increasing the obligations of the driver in any form, without a prior written notice to Party A and without the written consent of Party A; 10.3.10 Charging the Driver User any fees under any name in any form other than Party A's template of Financial Leasing Agreement or forcing the Driver User to subscribe any business not related to Didi or forcing Driver Users to make unreasonable consumption; 10.3.11 Disseminate any information not published by Didi through official channels, or spreading rumors that have a negative impact on Didi (eg, causing losses to drivers); 10.3.12 Insulting, intimidating, threatening, deceiving, or forcing any Driver User; 10.3.13 Publishing a system that does not comply with or goes against Didi's business policy or the Platform Rules; 10.3.14 Violating Article 3.2.12 for the IRR of the Financial Leasing Program exceeding the upper limit as agreed in this Agreement; 10.3.15 Violating Article 3.2.13; 10.3.16 Violating Article 3.2.14; 10.3.17 Violating Article 3.2.15; 10.3.18 Violating Article 3.2.16; 10.3.19 Party B conducts other Class C breaches specified in the Platform Rules. 10.4 The following acts constitute Class D breaches. In the event of any breach below by Party B, Party B shall immediately remedy the breach, and Party A is entitled to request Party B to pay the liquidated damages of not less than RMB50,000 (RMB FIFTY THOUSAND) based on the consequences of the breach, and send the Confirmation Letter on the Breach of the Partner of Xiaoju Online Ride-hailing Marketplace to Party B, and terminate the Agreement. 10.4.1 In the event of any Class C breach, Party B fails to remedy such breach in a timely manner or within the time limit notified by Party A, or this Agreement is still breached upon the completion of such remedy; 10.4.2 In the event of three Class C breaches in 12 consecutive calendar months, the third Class C breach shall be regarded as a Class D breach; 10.4.3 Party B is in violation of Article 3.2.2 and provides false materials or information to Party A ; 10.4.4 Party B or Party B's Affiliates use or use in disguised form the company name, trade name, trademark and logo of Party A or Party A's Affiliates without the consent of Party A or Party A's Affiliates or fail to use such names, trademark or logo as agreed, or Party B uses the company name and logo similar to above trademarks and logo (if Party A or Party A's Affiliates considers that the company name or logo used by Party B or Party B's Affiliates is similar to the trade name or trademark of Party A or Party A's Affiliates, Party A may notify Party B and Party B's Affiliates to change its name. If Party B or Party B's Affiliates fail to take measures within 20 days from the receipt of such notice, it shall be deemed as a use of trademark and logo similar to those of Party A or Party A's Affiliates).





Contract No.: DDCX S DG KC 201812130044 10.4.5 Party B or Party B's Affiliates conduct illegal or criminal activities relying on the partnership with Didi; 10.4.6 Party B, Party B's shareholders, legal representatives, Senior Management or Party B's Affiliates make illegal profits relying on their relationship with the Didi's staff (including, but not limited to, relatives, couples, friends); 10.4.7 Party B or Party B's shareholders, legal representative, Senior Management or Party B's Affiliates is in violation of the provisions of the Trust and Integrity and Commercial Anti-Bribery Agreement between the Parties; 10.4.8 Party B charges any fee against the Driver Users in the name of Didi; 10.4.9 Party B forces the Driver Users to transact any business irrelative to Didi or forces the Driver Users to have unreasonable consumption, which causes material adverse effects to Didi or causes adverse social effects (including but not limited to collective complaints, illegal assembly, petitions, march, sit-in or containment of Didi by Driver Users, news media releases); 10.4.10 Party B, Party B's staff or Party B's Affiliates are in violation of Article 7 and discloses Party A's confidential information to third parties in any form; 10.4.11 In consideration of the fact that Party B may have access to the relevant trade secrets of Didi during the cooperation, Party B or Party B's any affiliate cooperates with any entity competitive with Didi (including but not limited to Meituan, CAR, Yongche, izu, Caocao, Dida) in any form without prior written notice to and confirmation by Didi; 10.4.12 Party B introduces the entities competitive with Didi (including but not limited to Meituan, CAR, Yongche, izu, Caocao, Dida) to Driver Users, and induces Driver Users to conduct activities directly competing or conflicting with Didi; 10.4.13 Party B instigates and organizes the Driver Users to conduct illegal assembly, petition, march, sit-in or containment of Didi, etc. in any form, or any collective complaints, illegal assembly, petitions, marches, sit-in or containment of Didi and other mass disturbances by Driver Users are incurred by the products or services provided by Party B; 10.4.14 Party B disseminates any information not published through Didi's official channels, or disseminates rumors and causes material adverse effects to Didi (including but not limited to collective complaints, illegal assembly, petitions, marches, sit-in or containment of Didi by Driver Users, and News media releases); 10.4.15 Party B maliciously slanders other companies or takes other mean measures to disrupt the market order and conducts unfair competition: 10.4.15.1 Party B disseminates other rumors to maliciously slander other companies; 10.4.15.2 Party B dispatches undercover personnel to other companies to disrupt the operation order of other companies and solicits Driver Users or management personnel of other companies;





Contract No.: DDCX S DG KC 201812130044 10.4.15.3 Party B conducts other activities of unfair competition which seriously disrupt the market order; 10.4.16 Violating Article 8.2 for failing to meet Party A's requirements for cooperative vehicle leasing companies; 10.4.17 Party B conducts other Class D breaches stipulated in the Platform Rules; 10.5 If Party B has a violation of Article 10.3.5, resulting in the insurance company's refusal to pay or insufficient compensation to pay the driver's tort liability or carrier's liability in the traffic accident, the claim amount rejected by the insurance company and the compensation supposed to be paid by the insurance company if the corresponding insurance has been bought shall be borne by Party B. If Party B fails to bear the above mentioned amount rejected and compensation, resulting in any losses to Party A or its users, Party B shall compensate Party A for the losses of Party A and Party A shall have the right to terminate this Agreement unilaterally and shall pursue Party B's liability for breach in accordance with Articles 10.3 and 10.6. 10.6 In the event of any breach of the terms of this Agreement by either party, the breaching party shall remedy such breach within the time limit notified by the observing party. In the event of any losses incurred to the observing party, in addition to the corresponding liability for breach under the Agreement, the breaching party shall also be liable for the compensation for such losses (including, but not limited to, the losses incurred to the counterParty By such breach, the legal costs, notarial fees, appraisal fees, the attorney's fee, the travel expenses, etc., arising from the investigation and affixation of the liabilities of the breaching Party By the counterparty) . Unless any party is in violation of the confidentiality clause, in any case, neither party shall be liable for any indirect, punitive claims, or claims for losses of commercial profits, or damages for business losses of the company or any third Party Arising from this Agreement, or for any loss or inaccuracy of data of any form, whether based on Agreement, tort or any other legal principle, even though the party has been informed of the possibility of such damage. 10.7 If Party B violates this Agreement or the Platform Rules, Party A is entitled to take measures such as suspending the platform services, permanently stopping the platform services, and/or temporarily or permanently disabling the corresponding functions of the vehicle service company, and/or removing the products from the platforms. 10.8 In case any act of either party is in violation of several provisions of this Agreement at the same time, the observing party is entitled to choose one provision as the basis for the investigation and affixation of the liability for breach of the breaching party. In case several acts of either Party Are in violation of several provisions of this Agreement at the same time, the observing party is entitled to investigate and affix the liability for breach of the breaching party in accordance with each provision violated. 10.9 In the event of several valid agreements between Party A and Party B, any act of either party is in violation of such agreements between the Parties at the same time, the observing party is entitled to choose to investigate and affix the liability for breach of the breaching party in accordance with all provisions of all of such agreements or provisions of part of such agreements.





Contract No.: DDCX S DG KC 201812130044 11. Governing Law; Dispute Settlement 11.1 The execution, validation, interpretation, performance, modification and termination of this Agreement and the settlement of disputes under this Agreement shall be governed by the Laws of China. 11.2 Any dispute arising from the interpretation and performance of the terms of this Agreement shall be settled by the Parties through negotiation in good faith. If the Parties fail to reach an agreement on the settlement of such dispute within 30 days from the requirement of such negotiation by either party, such dispute may be submitted to the Beijing Arbitration Commission for arbitration in accordance with its arbitration rules in force then. The arbitral award shall be final and binding upon the Parties. 11.3 During the settlement of the dispute, the Parties shall continue to fully perform this Agreement, except for the matters in dispute. 12. Notices 12.1 All notices and other communications to either party hereto required or permitted hereunder shall be made in Chinese, by personal delivery or by registered mail with postage prepaid, commercial courier service or by e-mail to the address of the party specified in this Agreement. The date on which such notice shall be deemed to have been served upon such party shall be determined as follows: 12.1.1 Notices given by personal delivery, registered mail with postage prepaid or commercial courier service shall be deemed effectively given on the date of receipt or rejection at the designated address for notices; 12.1.2 Notices given by e-mail shall be deemed effectively given when the mail enters into the addressee's e-mail address contained in this article or at the time of the receipt of the system prompt for the failed transaction in the case of the invalidation of receiver's e-mail address. 12.2 For the purpose of notices, the contacts and contact information designated by the Parties are as follows: 12.2.1 Party A's contacts: (Telephone/Mobile number:) Address: E-mail: 12.2.2 Party B's contacts: Xianglong Li (Telephone/Mobile number: 0731-85240273) Address:Floor 9, Huitong Building, No. 168 Hehua Road, Hehua Street, Furong District, Changsha City, Hunan Province E-mail: 77128824@qq.com 12.3 In the event of any change to the contacts, address or e-mail address of either party, such party shall notify the other Party At least 3 working days in advance by the means provided in this article. Otherwise, the original address or e-mail address shall still be the valid address for notices.





Contract No.: DDCX S DG KC 201812130044 13. Force Majeure 13.1 Force Majeure means an event beyond the reasonable control of the Parties, unforeseeable or even foreseeable, but unavoidable by the Parties to this Agreement, which prevents, affects or delays the performance by either party of its obligations under this Agreement in whole or in part. Such event includes, but is not limited to, natural disaster, war, fire, riot, strike, Internet connection failure, computer system failure, communication failure, computer virus, hacker attack or any other similar events that shall be considered as events of force majeure in accordance with commercial practices. 13.2 The affected party may temporarily suspend the performance of its obligations under this Agreement until the effects of the event of force majeure are eliminated. The affected party shall fully notify the other party in writing of the occurrence of such event of force majeure in a timely manner, notifying the other party of the possible effects of such event on this Agreement, and shall use its best efforts to eliminate such event and mitigate its adverse effects, and provide the written evidence issued by relevant notary office within a reasonable period. Upon the fulfillment of the aforesaid obligations, the affected party shall not be liable to the other party for the breach within the scope of effects of such event of force majeure. 13.3 In case the event of force majeure sustains for more than 20 days, either party is entitled to terminate this Agreement unilaterally by written notice, and this Agreement shall terminate from the date on which such party gives such written notice of termination. 14. Independent Contractor Nothing in this Agreement shall be deemed to create any joint venture, partnership, or agency relationship between the Parties. Without the written consent of the authorized representative of the other party, neither party is entitled to execute any agreement on behalf of the other party or cause the other party to be bound by any law or borrow money or incur any liability or obligation on behalf of the other party hereto. Each party shall be solely liable for the actions of its employees and contractors employed for the purposes of the promotional activities. 15. Data and Privacy Protection The collection, storage and maintenance by either party of the third-party data, personal data or information obtained as a result of the execution or performance of this Agreement shall comply with all applicable laws, regulations or rules.





Contract No.: DDCX S DG KC 201812130044 16. Business Principles 16.1 Party B warrants that it does not give or offer any gift to any employee, agent or representative of Party A, and that there is no other improper interest transfer (including but not limited to giving material benefits or other non-material benefits in the form of gifting or lending or at a price significantly higher or lower than the market price) with the aforesaid persons, and it will not offer or grant such items or carry out improper benefits transfer in the future, in order to obtain any business from Party A, or to affect the aforesaid persons in the aspects of the terms, conditions or performance of any purchase agreement or order (including but not limited to this Agreement) between the Parties. 16.2 Party B warrants and undertakes that it will strictly abide by the commercial anti-bribery Laws and regulations in force in China and provisions for anti-corruption in all applicable Laws and regulations including the Foreign Corrupt Practices Act (FCPA) of the United States, and it shall not provide any bribes to any government official, employee of state-owned enterprises or public agency during the performance of this Agreement. Any violation of this article by Party B shall be considered as a material breach of the this Agreement, and Party A is entitled to immediately terminate this Agreement and the cooperation relationship between the Parties, and request Party B to pay the liquidated damages of RMB 50,000 (RMB FIFTY THOUSAND) and indemnify for all losses incurred to Party A thereby. 16.3 Party A's e-mail address for receiving the report of any violation of Code of Business Conduct is jubao@didiia.com. In the event of any violation of its Code of Business Conduct found by Party A, Party B shall cooperate with Party A in the investigation as required by Party A. If Party B fails to cooperate with Party A in such investigation, it shall be deemed as a material breach by Party B. In such case, Party A is entitled to immediately terminate the Agreement and the cooperation relationship between the Parties, and request Party B to pay the liquidated damages of RMB50,000 (RMB FIFTY THOUSAND) and indemnify for all losses incurred to Party A thereby. 17. Transfer During the term of this Agreement, neither party may assign, or transfer its rights and obligations under this Agreement in whole or in part, without the prior written consent of the other party. However, Party A may transfer its rights and obligations under this Agreement to any of its Affiliates in whole or in part with the written notice to Party B, and Party B irrevocably agrees and permits Party A's such rights, provided that Party A shall ensure that such transferee or assignee will comply with relevant laws and regulations, and ensure that Party B is exempt from any liability and consequences arising from any violation of applicable laws and regulations by such transferee or assignee, and Party A shall indemnify for the losses incurred to Party B thereby. 18. Severability If any one or more provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any way in accordance with any law or regulation, the validity, legality or enforceability of the remaining provisions in this Agreement shall not in any way be affected or impaired. Such invalid, illegal or unenforceable provision shall be replaced by a valid, legal or enforceable provision that has similar economic effects of such invalid, illegal or unenforceable provision by the Parties through good faith negotiation to the fullest extent permitted by laws and expected by the Parties.





Contract No.: DDCX S DG KC 201812130044 19. Composition, Modification and Supplement of this Agreement 19.1 All Platform Rules are an integral part of this Agreement. In the event of any inconsistence between the Platform Rules and this Agreement, the Platform Rules shall prevail. If Party B signs this Agreement and uses the Platform, it shall accept to be bound by the Platform Rules. Party A is entitled to develop and revise the Platform Rules pursuant to the operation of the Platform. For the development and revision of the Platform Rules that may affect Party B's rights and obligations, Party A will notify Party B in writing via email 10 days prior to the implementation of the new Platform Rules, and Party B shall decide whether to continue to perform this Agreement within 10 days from the date of receipt of the notice via email. If Party B rejects the new Platform Rules, it shall send a written application for the termination of this Agreement to Party A within 10 days from the date of receipt of such notice. If Party B fails to terminate this Agreement or continue to log in and use the Platform within such 10-day period, it shall be deemed to agree to the new Platform Rules. The new Platform Rules shall become effective as of the effective date specified in the Platform Rules, and Party B shall strictly abide by the new Platform Rules as of the effective date. 19.2 Except for the Platform Rules, any modification and addition to this Agreement shall be signed by the Parties in writing. The modified and supplemental agreements signed by the Parties in connection with this Agreement shall be an integral part of this Agreement and shall have the same legal effect as this Agreement. 20. Limited Liability 20.1 Party A only provides the Platform, and Party B shall select (at its own discretion) the Driver Users to establish the consulting service relationship. Any dispute or controversy arising from the consulting services between Party B and any Driver User shall be settled by Party B and the Driver User, and Party A neither shall be liable for such dispute, nor shall be liable for the losses incurred to Party B and the Driver User during the provision of the consultation service by Party B to the Driver User. 20.2 Party A shall only conduct a formal review for the materials submitted and the information published by Party B. The approval by Party A shall not represent that Party A acknowledges the authenticity and legality of such material and information. In the event of any loss incurred to Party A or any third party due to the false materials and information provided by Party B, Party B shall be liable for compensation and shall be liable to Party A for the breach. 20.3 Party B has fully understood the functions and characteristics of services of the Platform prior to the use of the Platform and agrees that Party A shall not be liable to Party B for any defect in software, insufficiency of function or any necessary improvement. 20.4 Party B's use of the Platform and the acquisition of any information by using the Platform are solely at Party B's independent judgment and is at Party B's own risk (including but not limited to the losses caused by damage to Party B's computer system or mobile phone system or loss of data.)





Contract No.: DDCX S DG KC 201812130044 21. Validation and Term This Agreement shall enter into force as of the effective date. Unless this Agreement is early terminated in accordance with this Agreement or other agreements signed by the Parties hereof, the term of the validity of this Agreement shall be one year from the effective date. Party A is entitled to unilaterally terminate this Agreement within three natural months from the signing date of this Agreement. 22. Miscellaneous 22.1 The online Ride-hailing Service agreements such as the Vehicle Leasing Service Cooperation Agreement,  the Management Consulting Service Agreement, the Consultation Service Cooperation Agreement, and the Corporate Franchising Management Consulting Service Agreement, the vehicle leasing and consulting service agreements (only limited to the Agreements relevant to Party A's fast ride business, except for those on general franchise business) shall continue to be valid within the scope of cooperation before the signing of this Agreement by and between the Parties hereof, and the deposits received by Party A in accordance with such agreements will temporarily not be refunded. Such agreements shall not be terminated until the end of the cooperation between the Parties under the agreements, at which time the Parties will conduct friendly negotiations on the termination of these agreements. 22.2 The expressions of not less than, no more than and within in this Agreement, include the given figure; the expressions of N working days in advance, within N working days, N days in advance, within N days, include the Nth working day and the Nth day. 22.3 This Agreement shall be executed in triplicate of equal legal effect, with two original copies for Party A and one original copy for Party B. Annex: Agreement for Didi Chuxing Partners on Honesty & Integrity and Anti-Commercial Bribery ————————— [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]—————— Party A: Didi Chuxing Technology Co., Ltd. /s/ Didi Chuxing Technology Co., Ltd. [signature authenticated by third party document depository on December 17, 2018] Party B: Hunan Ruixi Financial Leasing Co., Ltd. /s/ Hunan Ruixi Financial Leasing Co., Ltd. [signature authenticated by third party document depository on December 17, 2018]





Contract No.: DDCX S DG KC 201812130044 Agreement for Didi Chuxing Partners on Honesty & Integrity and Anti-Commercial Bribery Party A: Didi Chuxing Technology Co., Ltd. Party B: Hunan Ruixi Financial Leasing Co., Ltd [Instruction: this Agreement shall be exclusively used by Didi Chuxing Technology Co., Ltd. to conclude Agreements with external sides. This Agreement shall be attached to all Agreements signed with external sides as an appendix to guarantee the interests of Contracting parties.] To build a fair and honest business cooperation ecology, the cooperating Parties hereby make and enter into the honesty & integrity and anti-commercial bribery agreement binding on both Parties. To ensure stricter compliance with the provisions of laws and regulations concerning the prohibition of commercial bribery, maintain common interests, and promote sound development of the Parties' relationship, the Parties hereby agree as follows through friendly negotiation for mutual compliance: Article I [Purpose of Contracting] The Parties shall comply with national laws and regulations on anti-commercial bribery, ensure legal business transactions between the Parties, and shall never damage either party's interest for the purpose of improper cooperation interest in any illegal or corruptible manner. The Parties shall strictly comply with this Agreement. The term commercial bribery used in this Agreement refers to all direct or indirect improper interests in material, service or spiritual forms given by Party B or its personnel to Party A's employees in order to obtain the opportunity of cooperation with Party A and cooperation benefits. Article II [Honesty and Integrity Commitments] (I) Party B undertakes: 1. Not to bribe any employee of Didi Chuxing or family members thereof in any way. 2. To support the honesty and integrity construction of Didi Chuxing and assume the obligation of real-name reporting; if any employee directly under Party B or involved in the cooperation doesn't refuse or report any bribe demand from the employees of Didi Chuxing or their family members and meets such demand, it shall be deemed Party B's commitment of bribery. 3. To voluntarily report the connection and interest relationship with the employees of Didi Chuxing. 4. To insist on integrity principle during transactions with Didi Chuxing and at least ensure: all information, documents, materials, data and relevant written and oral statements provided for Didi Chuxing are true and accurate.





Contract No.: DDCX S DG KC 201812130044 5. To strictly comply with the commitments made to Didi Chuxing, Agreements, agreements and memos between the Parties, not to conceal any information that may impact the interest of Didi Chuxing, and actively cooperate in the audit of Didi Chuxing. 6. To comply with the provisions in the code of conduct for Didi Chuxing partners, cooperation agreements and other policies. 7. To strictly comply with the provisions concerning Didi Chuxing brand management, and without authorization, shall not use 滴滴, DIDI, Didi Chuxing, DIDI Club, authorized partner and any other easily confusing words. 8. To strictly comply with relevant national laws and regulations, and not to engage in any illegal activity. 9. To strictly manage company employees. 10. To keep practical and realistic, not to communicate any false information internally or to the society, and not to disclose any business secrets of Didi Chuxing. 11. To comply with national laws, regulations and Didi Chuxing provisions, keep honest in bid & tender or business cooperation course, and participate in bid or tender activities and business cooperation according to laws and regulations. Article III [Improper Interest] Party B, Party B's associated companies or employees and associated persons thereof: (1) shall not give cash gift, articles, negotiable securities directly or indirectly, or provide improper interest in other disguised forms in the name of Party B or in personal name to any employee of Party A or associated person (including but not limited to direct relative, collateral relative within three generations, close relatives by marriage or other persons who are closely related or have interest relationship); including but not limited to cash, checks, credit card gifts, samples, or other commodities, entertainment tickets, membership cards, or kickback, return commission in the form of currency or goods, employment or properties, introduction of private business cooperation, and travel, entertainment or personal service at the cost of Party B. (2) Introduce business or other activities to Party A, or to any spouse, friend or relative of Party A's employees as required by Party A's employees. Article IV [Conflicts of Interest] including but not limited to: (1) Party B shall not provide loan or financing of any form for Party A's employees and associated persons; (2) If any of Party B's shareholders, supervisors, managers, senior management personnel (including but not limited to the senior management, chief executive officer, chief financial officer, and other department managers subject to powers or duties as defined in the Company Law), cooperation project manager and project members is Party A's employee or its associated person, the aforesaid person shall truthfully and fully report the same to Party A in writing before cooperation;





Contract No.: DDCX S DG KC 201812130044 (3) In the process of cooperation, Party B shall not allow Party A's employees and their direct relative to hold or have a third party to hold Party B's equities (other than shares held through less than 1% outstanding equities in open securities exchange market, through funds without actual control right held directly or indirectly, or through trust of which the beneficiary is not any of the aforesaid person or his/her associated person), or employ Party A's employees and their direct relative (including but not limited to the establishment of formal labor relations, labor dispatching and outsourcing services, part-time consulting, and other forms). If Party B has employed any relative or other associated person of Party A's employees (including but not limited to direct relative, collateral relative within three generations, close relatives by marriage or other persons who are closely related or have interest relationship), Party B shall truthfully and fully report to Party A in written form before Party A and Party B conclude the cooperation agreement or within three days upon employment. Article V [Liability for Default] (1) If Party B commits any violation of the aforesaid agreements, Party A is entitled to unilaterally and completely terminate the Agreement and cooperation with Party B, and no associated entities of Party A will establish commercial cooperation with Party B at any time and under any circumstance in the future, including but not limited to Party B and all of its subsidiaries, branches and associated companies (the associated companies of Party B includes without limitation the companies or other organizations established, participated in, operated, controlled by or otherwise affiliated with Party B's shareholders, legal person, actual controller or directors, supervisors, and their direct relative, collateral relative within three generations, close relatives by marriage or other persons who are closely related or have interest relationship); besides, Party B shall pay liquidated damages to Party A at an amount of RMB 100,000 or 50% of the total amount paid/discharged under the involved order (Agreement), whichever is higher; if Party B's default causes any loss to Party A that cannot be covered by liquidated damages, Party A will recover compensations for actual losses from Party B. (2) Party B shall pay the liquidated damages within 5 working days upon Party A's discovery of any breach, and if the payment is not made in time, Party A is entitled to directly deduct the same from the Agreement price. (3) Where any improper interest is provided for any employee of Party A or his/her associated person, whether actively or passively, if Party B voluntarily provides effective information for Party A actively, Party A will consider based on actual situations whether to continue cooperation with Party B and/or waive the aforesaid liability for default. (4) The aforesaid circumstances are at absolute sole discretion of Party A. (5) Where any violation of the commitments on part of either party or its employee constitutes a crime, either party may report the crime to a judicial authority, and the persons involved will be prosecuted for criminal offense; the party violating the commitments and its employees, if causing economic loss to other party, shall provide compensations. Article VI [Reporting Channels and Reward] If Party B becomes aware of/suspects any violation of the aforesaid provisions on part of Party A's employees, Party B shall contact the Risk Control Compliance Department (RCCD) of Party A. If the information provided by the information provider about any commercial bribery is verified to be true, Party A will reward the information provider depending on the influence extent of the event, and in case of any event producing significant influence, will give special reward. Party A has a special email address to accept the complaints from Party B: jubao@didiia.com; complaint hotline: 010-62962880. Party A will keep all information providers and all materials provided by them strictly confidential.





Contract No.: DDCX S DG KC 201812130044 Article VII [Miscellaneous] This Agreement is an appendix to the Cooperation agreement, made in two copies, and have equal legal force to the Cooperation agreement. The issues that are not agreed upon in this Agreement shall be subject to the terms of the Master Agreement. Party A: Didi Chuxing Technology Co., Ltd. /s/ Didi Chuxing Technology Co., Ltd. [signature authenticated by third party document depository on December 17, 2018] Party B: Hunan Ruixi Financial Leasing Co., Ltd. /s/ Hunan Ruixi Financial Leasing Co., Ltd. [signature authenticated by third party document depository on December 17, 2018] 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
[A]: 33765


[Q]: EXHIBIT 10.02 STRATEGIC ALLIANCE AGREEMENT THIS AGREEMENT is made on this 1st day of December, 2015 by and between BOSCH INTERNATIONAL, LLC, a Nevada Limited Liability Company located at 3753 Howard Hughes Pkwy #200 Las Vegas NV 89169 (hereinafter CLIENT), and BOSCH TECHNOLOGIES, LLC, a Nevada Limited Liability Company located at 6795 Edmonds Street 3rd Floor, Las Vegas, NV 89118 (hereinafter BOSCH). 1. PARTIES: a) BOSCH TECHNOLOGIES, LLC (BOSCH); and b) BOSCH INTERNATIONAL, LLC (CLIENT) 2. STRATEGIC ALLIANCE: Title of this relationship and agreement between BOSCH and CLIENT are detailed as follows: Both CLIENT and BOSCH act as two separate and individual companies operating independently of each other. BOSCH and CLIENT do not have any controlling interest of each other and are independently run and responsible for all of operations, reporting, taxes, liabilities and relationships. BOSCH reserves the right in keeping product generation and delivery confidential in which is not available for any type of audit. BOSCH reserves the right to share rights given unless it disrupts and/or interferes with CLIENTS business and/or productivity. 3. PRODUCT: Product  BOSCH has acquired, developed and continues to develop, a business using proprietary Nano Printed Lights, and associated other products (the Products). BOSCH calls this Nano Printed Lights product Printed LightSheets which is considered the Product Name. 4. PRODUCT NAME: PRINTED LIGHT SHEETS is the name and title CLIENT will use to market for Nano Printed Lights. 5. RIGHTS GRANTED: BOSCH hereby grants CLIENT the Exclusive Distribution License Rights sell and distribute the Products within the Territory. BOSCH hereby grants CLIENT un-exclusive Reserved Rights to sell and distribute the Product within the Territory. 6. EXCLUSIVE RIGHTS: Bosch hereby grants to Client the exclusive rights to sell and distribute the Product, subject to the Territory as set forth below, to certain select companies in the Automotive Industry, each of which shall be approved by Bosch in writing as requested by the Client on a case by case basis. 7. TERRITORY: United States of America and Canada, excluding the US Virgin Islands 8. RESERVED RIGHTS: All business, locations, entities, people, etc... without any limitations. This is in concert and approval with BOSCH and is limited to any and all of BOSCH's current clients. CLIENT will not exercise nor authorize any other Party to to take any action which would reasonably be deemed to derogate from, impair or compete with the Exclusive Rights, Reserved rights, and Rights Granted herein granted. (i) COST OF PRODUCT: Cost is based upon square inch and reserved confidentially. (ii) COST OF PRODUCT TO MARKET: The established price for the market place will be negotiated confidentially but will follow the max and min limitations allowed. Special pricing for large orders and/or custom orders will need written approval (email) from BOSCH. (iv) COST AND EXPENSES FOR CLIENT: All Costs, Marketing, sales reports/delivery, sales staff, office locations and expense as well as miscellaneous delivery costs accrued by CLIENT (including its subsidiaries and affiliates) by reason of, in connection with the products is the sole responsibility of CLIENT. All manufacturing and delivery will be the responsibility of BOSCH. CLIENT is responsible for shipping and delivery cost of product to end user. (v) ASSISTANCE TO CLIENT: In addition to its other obligations under this Agreement, BOSCH shall assist CLIENT in obtaining (and provide all documentation required to obtain) such licenses and/or permits as may be necessary or desirable for the sales and/or Distribution and/or Placement of the Product for city, state and/or federal contract accounts (Exit signs in and on buildings, mandatory safety fixtures, freeway signs, etc...) within the Territory. 1





9. INDEMNITY: Without limiting any other agreement contained in this Agreement, CLIENT agrees to defend, indemnify and hold harmless BOSCH and its parents, subsidiary and affiliated entities, successors, assigns and licensees, and their respective officers, agents, directors, owners, shareholders and employees, harmless from any and all claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses (including reasonable legal fees) relating to or arising out of any claim by a third Party. 10. CONFIDENTIALITY: CLIENT acknowledges that irreparable injury and damage will result from the disclosure to any third party of Proprietary Information associated with the Product and agrees (1) not to disclose any Proprietary Information to any third party, and (2) not to allow any third party to possess, handle, disassemble, touch, photograph, film or otherwise record images of the Product while the Product is upon CLIENT'S premises or in CLIENT'S possession, custody or control if the product is or has not been purchased with a purchase order and payment fulfilled. 11. ENTIRE AGREEMENT: This Strategic Alliance Agreement (Agreement), between BOSCH and CLIENT as to the subject matter hereof, and supersede all previous agreements, warranties or representations, oral or written, which may have been made between Studio and Licensor as to the subject matter hereof. By signing in the spaces provided below BOSCH and CLIENT accept and agree to all of the terms and conditions of this Agreement.

CLIENT BOSCH BOSCH INTERNATIONAL, LLC BOSCH TECHNOLOGIES, LLC 3753 Howard Hughes Pkwy. Suite 200 6795 Edmond St 3rd Floor Las Vegas, NV 89169 Las Vegas NV 89114 /s/ James Schramm /s/ Authorized Agent signature signature print name and title print name and title

2 
Question: Highlight the parts (if any) of this contract related to License Grant that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?
[A]: 1579


[Q]: EXHIBIT 10.19

                        MAINTENANCE AND SUPPORT AGREEMENT

      This Maintenance and Support Agreement (this Agreement) is entered on this 9th day of October, 2001 and is deemed effective as of October 1, 2001 (the Effective Date), by and between VerticalNet, Inc. (VNI) and VerticalNet Enterprises LLC, formerly known as Tradeum, Inc. which d/b/a VerticalNet Solutions (VNE; collectively with VNI, Vert), on the one hand, and Converge, Inc. (Converge) on the other hand.

                                    RECITALS

      WHEREAS, VNI, VNE and Converge have entered into Amended and Restated Subscription License Agreement effective as of the date hereof (the Subscription License Agreement) pursuant to which Vert has licensed to Converge certain proprietary software products; and

      WHEREAS, Converge desires to obtain and VNE is willing to provide certain maintenance and support services with respect to such products on the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth below, and intending to be legally bound, the parties agree as follows:

                                    AGREEMENT

      1. Definitions.

            1.1 Affiliate means, when used with reference to a party, any individual or entity directly or indirectly Controlling, Controlled by or under common Control with such party.

            1.2 Business Day means a day other than a Saturday, Sunday or federal holiday.

            1.3 Control (including all derivations thereof) means, with respect to a party, the direct or indirect ownership of at least 50% of the outstanding voting securities of a party, or the right to control the policy decisions of such party.

            1.4 Converge-Requested Enhancement means any modification, improvement or enhancement to a Product that is developed by VNE at the specific request of Converge as part of the Professional Services provided hereunder.

            1.5 Documentation means the documentation for the Supported Products that is made generally available by Vert to users or licensees of such Supported Products and, with respect to Supported Products that have been customized for Converge, any supplemental documentation for such Supported Products that is provided by VNE to Converge.

            1.6 Enhancement means a Vert-General Release Enhancement or a Converge-Requested Enhancement.

            1.7 Error means a failure of a Supported Product to substantially conform to its corresponding Documentation (or if there is no such Documentation, to its closest reasonable equivalent).

            1.8 Initial Term is defined in Section 9.1 below.

            1.9 Intellectual Property shall mean any and all trade secrets, patents, copyrights, trademarks, service marks, trade names, domain names, trade dress, URLs, brand features, know-how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing.

            1.10 Intellectual Property Rights shall mean all rights in and to Intellectual Property.

            1.11 Maintenance and Support Services means the services described in Section 2 below.

            1.12 Maintenance Update means any workaround, bug fix or other software code for a Supported Product that is primarily designed to correct an Error in or other Problem caused by such Supported Product.

            1.13 Object Code means computer programming code in compiled, machine readable format, running, to the extent requested under a Work Plan or SOW, on each of Unix (at least Tru64 and HP-UX) and Windows NT (or their successor operating systems), together with all related end-user or installation manuals and other similar documentation.

            1.14 Party or party means Vert, VNI and/or VNE, as applicable, on the one hand, and Converge on the other hand.

            1.15 Personnel means agents, employees, independent contractors, temporary employees or subcontractors engaged or appointed by Converge, VNI or VNE, respectively.

            1.16 Problem means a Severity Level 1, 2, 3 or 4 problem with a Supported Product (whether or not attributable or believed to be attributable to





an Error), as such problems are described in greater detail in Exhibit A hereto.

            1.17 Problem Report means a report by Converge of a Problem with respect to a Supported Product, which report indicates the Problem and identifies its Severity Level.

            1.18 Professional Services means services performed or to be performed by VNE hereunder with respect to the development of Converge-Requested Enhancements, the implementation of or migration to new Products or Enhancements, customer installations of the Products, training with respect to use or operation of the Products or any Enhancements (including training designed to enable Converge to provide Level 1 support for the Supported Products), consulting services with respect to the Products or their hardware or other application and system software environments, or any other services described in Section 3 below.

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            1.19 Quarterly Allocation means the quarterly allocation of Services being made available to Converge hereunder, as specified in greater detail in Exhibit C attached hereto.

            1.20 Renewal Term is defined in Section 9.1 below.

            1.21 Services means all of the services provided or to be provided by VNE under this Agreement, including, without limitation, the Maintenance and Support Services and the Professional Services.

            1.22 Source Code means computer programming code in human readable, high-level language format, together with all related documentation (including programmers' notes and annotations, logic flows, etc.).

            1.23 Support Day means Monday through Friday, excluding VNE-recognized holidays.

            1.24 Support Hours means the hours between 8:00 a.m., Eastern Time, and 5:00 p.m., Eastern Time on Support Days.

            1.25 Support Request means a question, inquiry or other support request by Converge with respect to a Deployed Product, but excluding any Problem Report or request for an Enhancement. Should any question, inquiry or other support request by Converge include or encompass a Problem Report, the portion of such question, inquiry or other support request that is a Problem Report shall be treated as such and the remainder shall be treated as a Support Request.

            1.26 Supported Products means the Deployed Products, as such term is defined under the Subscription License Agreement, but excluding the Structured Negotiations Product, as such term is defined under the Subscription License Agreement.

            1.27 Term means the Initial Term and any Renewal Term(s).

            1.28 Vert-General Release Enhancement shall have the meaning ascribed to such term under the Subscription License Agreement.

            1.29 VNE Service Personnel means the VNE personnel primarily responsible for performing the Services hereunder, including any such personnel identified on Exhibit C attached hereto.

      2. Maintenance and Support Services.

            2.1 General. The Maintenance and Support Services provided by VNE hereunder shall encompass responding to Problem Reports and Support Requests, and providing Converge with Maintenance Updates, as more particularly described in, and subject to the provisions of, this Agreement.

            2.2 Converge Support Personnel. Only authorized personnel designated by Converge (Converge Support Personnel) may communicate Problem Reports and Support

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Requests to VNE. The number of Converge Support Personnel will not exceed seven persons without VNE's prior approval. The initial Converge Support Personnel shall be identified to VNE in writing within 10 business days following the Effective Date. Converge may change the Converge Support Personnel on written notice to VNE; provided, however, that Converge shall use reasonable efforts not to change the Converge Support Personnel more frequently than once every 30 days. All replacement personnel shall be required to participate in Support Training as described in Section 3.3 below. Converge Support Personnel will be the single point of contact for the Maintenance and Support Services provided by VNE under this Section 2.

            2.3 Method of Reporting. All Problem Reports and Support Requests shall be communicated by the Converge Support Personnel to VNE as follows: (1) via telephone at 1-877-249-1423, or such other telephone number(s) as VNE may provide to Converge from time to time, or (2) via electronic mail to support.solutions@verticalnet.com, or such other e-mail address(es) as VNE may provide to Converge from time to time, or (3) in person to VNE Service Personnel (if any) on Converge premises at the time; provided, however, that the Converge Support Personnel shall communicate all Severity Level 1 and Severity Level 2





Problems to VNE via method (1) or method (3) above. Converge shall classify all Problems reported to VNE according to the Problem Severity Levels listed in Exhibit A attached hereto.

            2.4 Support Responsibilities. Converge and the Converge Support Personnel shall be responsible for providing Level 1 (help desk-type support) support to both Converge personnel (internal help desk) and Converge users (external help desk), for each of the Supported Products on which VNE has provided training as set forth in Section 3.3 below. Subject to the provisions of this Section 2, VNE shall be responsible for providing Level 2 (responding to technical inquiries) and Level 3 (code fixes) support for such Supported Products. In the case of Supported Products for which Converge is providing Level 1 support, Converge shall not escalate Problem Reports or Support Requests to VNE until such Problem Reports or Support Requests have been reasonably escalated through the Level 1 support procedures of Converge. In addition, Converge shall conduct reasonable problem identification and isolation activities to determine whether or not a given problem relates to the Products (i.e., whether a Problem as defined exists). Converge shall not escalate Problem Reports or Support Requests to VNE prior to conducting such activities or if Converge has determined that the Problem Report or Support Request does not relate to the Supported Products.

            2.5 Additional Information for Problems. With respect to each Problem reported to VNE, Converge shall provide, at the time the Problem Report is communicated to VNE and to the extent known to or reasonably ascertainable by Converge, information that will enable VNE to reproduce (in as complete a step-by-step manner as is reasonably possible), or verify the existence of the Problem, plus any additional information regarding the Problem that Converge believes will assist in the diagnosis thereof and response thereto. The parties shall reasonably cooperate to obtain and provide to VNE any additional information about the reported Problem that may be relevant to diagnosing and responding thereto. In the event that Converge is unable to make a determination based on the problem identification and isolation activities described in Section 2.4 or reproduce, or provide the information necessary for VNE to diagnose or reproduce, any Problem, Converge may request VNE's assistance in performing identification and isolation or reproducing the Problem and/or generating or documenting such information.

                                        4

            2.6 Response to Problem Reports. VNE shall use its reasonable best efforts to provide Converge with an initial response to and status reports for all Problems reported by Converge, and to resolve all Problems identified, in accordance with the provisions of Exhibit B attached hereto; provided, however, that VNE shall have no further obligation to respond to or attempt to diagnose or resolve a Problem once it is determined not to be attributable to Errors. VNE will review all Problem Requests submitted by Converge at the Problem Severity Level indicated by Converge unless another Problem Severity Level is clearly warranted. In the event of a reasonable uncertainty, the parties will assume a higher Severity Level for a Problem until they have sufficient information to make a determination that a lower Severity Level is warranted. If, at Converge's request, VNE responds to a Problem at a Severity Level that is higher than what proves to be the actual Severity Level of the Problem, or if VNE's review of a Problem reported by Converge establishes that the Problem was not due to an Error, Converge shall pay or reimburse VNE for all incremental fees and expenses reasonably incurred by VNE in performing such activities.

            2.7 Response to Support Requests. VNE shall respond to all Support Requests submitted by Converge within a reasonable period of time, taking into consideration the nature of the Support Request, its impact on Converge's business operations and any Problem Reports or other Support Requests VNE is responding to at such time.

            2.8 Tracking Procedures. VNE will maintain procedures and systems designed to ensure that Problem Reports and Support Requests submitted by Converge are properly logged and tracked. In addition, VNE will provide to Converge a weekly status log of Problem Reports and Support Requests currently being tracked. Such report shall identify, as appropriate, each Problem Report or Support Request as submitted by Converge, the Severity Level for each identified Problem, the date and time each Problem Report or Support Request was received by VNE, an assessment of the Problem Report or Support Request and an action plan detailing the proposed method of resolution, and an estimated time schedule for delivery of any necessary Error corrections.

            2.9 Remote Access. Converge shall provide VNE with remote access, via modem, the Internet or some other remote communications method mutually agreed-upon by the parties and subject to Converge's network security procedures and requirements, to Converge's servers on which the Supported Products are installed for the sole and limited purpose of enabling VNE to fulfill its obligation to provide Maintenance and Support Services hereunder. Converge shall be responsible for all costs associated with providing data network connectivity at the point of connectivity to Converge's data network. The parties will share equally in the cost of such connectivity between VNE's facilities and Converge's facilities (including all associated telecommunications charges). VNE shall not be responsible for any delay in providing Maintenance and Support Services under this Agreement to the extent such delay is due to Converge's adoption of unreasonable network security procedures or requirements.

            2.10 Provision of Maintenance Updates. VNE shall provide Converge with Maintenance Updates as VNE makes them generally available to its other customers. Converge agrees to install in the recommend environments all Maintenance Updates within a reasonable time following the date they are provided by VNE, taking into consideration any testing and customization required by Converge (the parties expect that the time for such installation





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generally will not exceed 90 days). Should Converge find one or more material deficiencies in any Maintenance Update, Converge shall promptly identify such deficiencies to VNE in reasonable detail.

            2.11 Method of Delivery. VNE will transfer to Converge all Maintenance Updates, and any associated Documentation, by remote telecommunications from the VNE place of business, to a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, if any. If any such Maintenance Update and/or associated Documentation cannot be delivered via remote telecommunications to a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, such Maintenance Update and/or Documentation will be installed by VNE on a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, if any. Converge will not obtain title or possession of any tangible personal property, including any storage media, as a result of the delivery of any Maintenance Update or associated Documentation under this Agreement.

            2.12 Acceptance. Each Maintenance Update will be deemed accepted by Converge upon Converge's receipt of the complete delivery thereof to a Converge computer located at a Converge place of business.

            2.13 License Rights. The scope of Converge's license rights to all Maintenance Updates shall be as set forth in the Subscription License Agreement. Except as may be set forth in the Subscription License Agreement, Converge acknowledges and agrees that Vert has no obligation to deliver Source Code for any Maintenance Update, or to grant Converge any license to use the Source Code form of any Maintenance Update.

            2.14 Tracking of Maintenance Updates. VNE will maintain procedures and systems designed to ensure that all Maintenance Updates are compatible with previous versions of the Supported Products and any previously provided Maintenance Updates and Enhancements.

            2.15 Modifications by Converge. Converge may notify VNE at least 10 Business Days in advance, through the Problem reporting process above, of Converge's desire to modify any Supported Product, or the hardware and other application and system software environment for any Supported Product. Within 10 Business Days of VNE's receipt of Converge's written notice, VNE will provide Converge with any recommendations that VNE may have as to how Converge should implement the desired modification. VNE shall have no responsibility for any Problems, Errors or other issues with respect to the Supported Products that are due to Converge's failure to ask for or follow any such recommendations of VNE.

      3. Professional Services.

            3.1 Project Managers. Each of Converge and VNE shall appoint a Project Manager to coordinate such party's activities with respect to the Professional Services hereunder. The initial VNE Project Manager shall be Michael Decker and the initial Converge Project Manager shall be Farooq Ahmad. Either party may change its Project Manager on notice (via e-mail or in some other reasonable fashion not necessarily in accordance with the express notice

                                        6

provisions of this Agreement) to the other party's Project Manager and Relationship Manager at any time.

            3.2 Monthly Work Plans. As reasonably requested by either party, the Converge Project Manager and the VNE Project Manager will conduct planning meetings to determine the Professional Services that VNE will provide to Converge for each month during the Term. In connection with each such planning meeting, the Converge Project Manager and the VNE Project Manager will jointly prepare a written work summary or plan (each, a Work Plan) indicating the Professional Services to be performed by VNE for such month. The Work Plan shall identify those Professional Services that the Project Managers anticipate can be performed without causing VNE to materially exceed (on a pro-rata monthly basis for the given quarter, unless otherwise mutually agreed upon in writing) the Quarterly Allocation for any quarter during the Term. All Professional Services that the Project Managers anticipate will cause VNE to materially exceed (on a pro-rata monthly basis for the given quarter, unless otherwise mutually agreed upon in writing) the Quarterly Allocation shall either be separately identified in the applicable Work Plan or performed by VNE pursuant to a Statement of Work prepared in accordance with the following provisions of this Section 3. The Converge Project Manager and the VNE Project Manager may amend any Work Plan upon their written agreement at any time.

            3.3 Training to Converge. VNE will provide, and the Work Plans will encompass as appropriate, VNE providing reasonable training and available training materials to enable Converge to provide Level 1 support for the Supported Products (Support Training). Support Training will include both introductory training reasonably in advance of when new Supported Products are put into production by Converge and periodic refreshers as appropriate when Maintenance Updates and Vert-General Release Enhancements are released. Support Training will be provided at mutually agreed locations and times.

            3.4 Environment and Deployment Process. As part of the Professional Services provided by VNE, VNE will create a document entitled, Environment and Deployment Process. This document will detail the recommended Supported Product environments and the build and deployment process for the Supported Products.





VNE agrees to complete a draft of this document for Converge's review within 30 days following the Effective Date. Converge agrees to review and provide final comments on this draft document within 30 days after receipt thereof. Both parties shall use commercially reasonable efforts to reach a mutual agreement on the document and execute the final document within 90 days following the Effective Date.

            3.5 Initial Request and Response. If Converge desires that VNE perform any Professional Services that the Project Managers anticipate would cause VNE to materially exceed (on a pro-rata monthly basis for the given quarter, unless otherwise mutually agreed upon in writing) the Quarterly Allocation, Converge shall submit to VNE a written request for such Professional Services, which request shall detail the Professional Services being requested in reasonable detail. Within 45 days after VNE's receipt of Converge's request for VNE to perform any such Professional Services, VNE shall furnish to Converge a preliminary statement of work (including proposed pricing, which shall take into account any portion of such work that will be covered by a portion of the Quarterly Allocation) under which VNE would be willing to perform such Professional Services for Converge (each, a Proposed SOW). VNE may respond to

                                        7

separate requests for Professional Services in a single Proposed SOW; provided, however, that the Proposed SOW will itemize the foregoing information separately for each of the requested Professional Services.

            3.6 Finalization of Proposed SOWs. If Converge desires to have VNE provide any Professional Services under the terms of a Proposed SOW, Converge shall notify VNE thereof in writing. Should Converge wish to negotiate the terms of the Proposed SOW, the Converge Project Manager and the VNE Project Manager shall promptly and in good faith discuss and agree upon what revisions, if any, should be made to the Proposed SOW. Should the Converge Project Manager and the VNE Project Manager reach mutual agreement on such revisions, if any, the Proposed SOW shall be finalized and executed by both parties in writing (each, a Final SOW).

            3.7 Change Orders. Either party may request changes to a previously agreed upon Final SOW. In such event, VNE will inform Converge the impact of such changes. Changes to any Final SOW will be specified in a written change order or amendment to the Final SOW. Neither party shall be bound by any change order or amendment to a Final SOW unless and until such change order or amendment has been executed by both parties in writing.

            3.8 Implementation. VNE will use commercially reasonable efforts to perform all Professional Services covered by a Work Plan or Final SOW in accordance with the schedule for performance of such Services set forth therein (or within a reasonable time, with due regard for the consequences of delayed performance, if no such schedule is set forth). Converge will reasonably cooperate with VNE in connection with its performance of such Professional Services as specified in the corresponding Work Plan or Final SOW and as may otherwise be reasonably requested by VNE. VNE shall not be liable for any default or delay in performance of such Professional Services to the extent the same is attributable to the failure of Converge to comply in any material respect with its obligations under this Agreement or any Work Plan or Final SOW.

            3.9 Method of Delivery. VNE will transfer to Converge all Converge-Requested Enhancements to Converge, and any associated&bbsp;Documentation, by remote telecommunications from the VNE place of business, to a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, if any. If any such Converge-Requested Enhancement and/or associated Documentation cannot be delivered via remote telecommunications to a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, such Enhancement and/or Documentation will be installed by VNE on a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, if any. Converge will not obtain title or possession of any tangible personal property, including any storage media, as a result of the delivery of any Converge-Requested Enhancement or associated Documentation under this Agreement.

            3.10 Acceptance. Each Converge-Requested Enhancement provided to Converge under a Final SOW will be subject to acceptance testing by Converge in accordance with the provisions of its corresponding Final SOW. All other Converge-Requested Enhancements provided to Converge under this Agreement will be deemed accepted by

                                        8

Converge upon Converge's receipt of the complete delivery thereof to a Converge computer located at a Converge place of business.

            3.11 Ownership; License to Vert. Unless otherwise expressly stated in an applicable Work Plan or Final SOW, Vert shall be the sole and exclusive owner of all Converge-Requested Enhancements, but excluding any portions thereof that are or were developed independently by Converge or its Affiliates (Converge-Independent Materials) and any portions thereof that are Converge Brand Features or Third-Party Materials. Except as the parties may otherwise agree in writing, Converge, to the extent it has the legal right to do so, hereby grants to Vert an irrevocable, perpetual, world-wide, non-exclusive right and license to use, load, store, transmit, execute, copy, market, distribute, in any medium or distribution technology whatsoever, known or unknown, display, perform and sublicense the Converge-Independent Materials and the Third-Party Materials, in both Source Code and Object Code formats, and to make unlimited





instantiations thereof, for any and all purposes. As used herein, Converge Brand Features means all logos, trademarks, service marks and trade names, brand names and other brand features of Converge and its licensors (other than Vert). As used herein, Third-Party Materials means any products or materials of third parties (including Converge's licensors and third-party contractors) to be incorporated into or provided as part of any Converge-Requested Enhancement. Converge shall use reasonable efforts to identify to VNE all relevant Third-Party Materials in the applicable Work Plan or Final SOW.

            3.12 License Rights of Converge. The scope of Converge's license rights to each Converge-Requested Enhancement shall be as set forth in the Subscription License Agreement and, if relevant, the applicable Final SOW. Except as may be set forth in the Subscription License Agreement or as the parties may otherwise expressly agree in writing, Converge acknowledges and agrees that Vert has no obligation to deliver Source Code for any Converge-Requested Enhancement, or to grant Converge any license to use the Source Code form of any Converge-Requested Enhancement.

            3.13 Installation and Configuration. Converge shall be responsible for installing and configuring any Converge-Requested Enhancements provided by VNE hereunder. Converge may request, and VNE will provide, reasonable assistance to Converge in its efforts to install and configure such Enhancements as part of the Professional Services provided hereunder.

            3.14 Third-Party Technology. Except as the parties may otherwise expressly agree in writing, Converge shall be responsible for paying for and, with VNE's assistance, securing license rights to any third-party technology required for the provision or use of any Converge-Requested Enhancements provided under this Agreement. Vert shall use reasonable efforts to identify to Converge all required license rights to third-party technology in the applicable Work Plan or Final SOW.

            3.15 Unforseen Costs and Expenses. Notwithstanding anything to the contrary in this Section 3, neither party shall be obligated to incur any costs or expenses in connection with the performance or implementation of a Work Plan or Final SOW unless such Work Plan or Final SOW reasonably contemplates that such party shall be responsible for such costs or expenses, or such party otherwise agrees in writing to incur such costs and expenses.

                                        9

            3.16 Escalation Procedures. Should the Converge Project Manager and the VNE Project Manager be unable to reach agreement on any matter within the scope of their discretion under this Section 3, the matter shall be escalated to the parties' respective Relationship Managers for discussion. In addition, should either party believe that the other party has failed to fulfill its obligations under Section 2 or this Section 3 above, the matter shall be escalated to the parties' respective Relationship Managers for discussion. The initial VNE Relationship Manager shall be William Swank and the initial Converge Relationship Manager shall be Francesco DeMarchis. Either party may change its Relationship Manager on notice (via e-mail or in some other reasonable fashion not necessarily in accordance with the express notice provisions of this Agreement) to the other party's Project Manager and Relationship Manager at any time, except that the Relationship Manager always shall be at the director level or higher.

      4. Fees and Payments.

            4.1 Minimum Fee During Initial Term. Converge shall pay to VNE a minimum fee of Four and One-Half Million Dollars ($4,500,000) for VNE's provision of the Services during the Initial Term (the Initial Term Minimum Fee). Converge shall pay the Initial Term Minimum Fee to VNE in 18 equal installments of Two Hundred Fifty Thousand Dollars ($250,000) (each, a Monthly Installment). Converge shall pay the first such Monthly Installment to VNE on the date this Agreement is executed and delivered by both parties. Thereafter, Converge shall pay each such Monthly Installment to VNE no later than the first day of each month during the Initial Term (November 2001 and through March 2003). All such Monthly Installments are non-refundable.

            4.2 Minimum Fee During Each Renewal Term. If the Parties mutually agree in writing to renew this Agreement pursuant to Section 9.1, the minimum fee payable by Converge to VNE during any such renewal period shall be as mutually determined by the Parties.

            4.3 Application of Quarterly Allocation; Out-Of-Scope Services. For each quarter during the Term of this Agreement that Converge pays the applicable Monthly Installments, Converge shall be entitled to receive Services in an amount equal to the Quarterly Allocation; provided, however, that VNE shall provide all Maintenance and Support Services with respect to Problem Reports (but not with respect to Support Requests) reported during such quarter, and all Maintenance Updates released by VNE during such quarter, regardless of whether the provision of such Services would cause VNE to exceed the Quarterly Allocation for such quarter; and provided further, however, that if Converge fails to make a Monthly Installment when due (subject to the cure period in Section 9.2(c)), VNE shall not be required to provided additional Services during the remaining portion of the applicable quarter until such payment is made. Should Converge request and VNE provide any Professional Services, or any Maintenance and Support Services with respect to Support Requests, that would cause VNE to exceed the Quarterly Allocation for any quarter, then Converge shall pay VNE's then-current time charges, or such other charges as the parties may otherwise agree in any Final SOW (Out-Of-Scope Services), for such Out-Of-Scope Services. VNE shall use commercially reasonable efforts to inform Converge that any Professional Services requested by Converge would be Out-Of-Scope Services prior to VNE's performance of such Professional Services.





Converge shall not be required to pay for and VNS shall not be required to perform any such Services that have not been approved in a Work Plan or Final SOW, or otherwise approved by Converge in writing.

                                       10

            4.4 Materials Costs and Expenses. Converge will reimburse VNE for all reasonable materials costs and expenses actually incurred by VNE in providing the Services under this Agreement, including travel and related expenses; provided, however, that VNE shall bear any travel or related expenses incurred by VNE at its sole option or as may be required in connection with the correction of any Error. Notwithstanding the foregoing, if travel is required due to the unavailability of remote access (see Section 2.9), then Converge shall reimburse VNE for the reasonable costs of such travel and related expenses. Upon Converge's request, the parties shall prepare budgets of any materials costs and expenses to be incurred by VNE in its performance of any Professional Services hereunder and any costs or expenses in excess of the applicable budgeted amounts shall be subject to Converge's written approval, such approval not to be unreasonably withheld or delayed. VNE's invoices for all travel and related expenses shall be reasonably itemized and list all such expenses by category/person/trip, and be accompanied by reasonable documentation sufficient to support the deductibility by Converge of the reimbursable expense.

            4.5 Invoicing and Payments. Converge shall pay the Monthly Installments to VNE on the dates specified in Section 4.1 and, if applicable, Section 4.2 above. All other amounts due under this Agreement will be invoiced by VNE to Converge on a monthly basis in arrears. All such invoiced amounts shall be due to VNE within 30 days following Converge's receipt of VNE's invoice. All payments will be made by Converge in U.S. dollars, without setoff, recoupment or deduction. All fees and other amounts not paid when due shall be subject to late charges of the lesser of (a) 1.5% per month of the overdue amount or (b) the maximum permitted under applicable law.

            4.6 Taxes. The fees and other payments specified in this Agreement are exclusive of any sales, use and other taxes on consumption of goods and services (Sales Taxes), however designated or levied, based on this Agreement, delivery of the Services under this Agreement, or Converge's or its Affiliates' use thereof. In those jurisdictions in which VNE determines it is required to register, collect and remit Sales Taxes, VNE will separately invoice Converge for such Sales Taxes (which invoices shall be payable by Converge as set forth in Section 4.5), collect such Sales Taxes from Converge and remit such Sales Taxes to the proper taxing authority. In those jurisdictions in which VNE has determined that it does not have a collection responsibility, Converge will be required to self-assess and remit any Sales Taxes due on the purchase of taxable property and services acquired under this Agreement. Converge will retain ultimate responsibility and liability for remitting any Sales Taxes due on the purchase of any property and/or services acquired under this Agreement, including, without limitation, any interest, penalties or additions attributable to or imposed on or with respect to any such assessment excluding any taxes imposed upon the net income of either party). Subject to the express provisions of this Agreement, the parties will cooperate and use their commercially reasonable efforts to minimize or avoid, to the maximum extent allowed by law, the obligation to pay any Sales Taxes that may be levied on payments made under this Agreement or otherwise are chargeable by any applicable government authority with respect to the Services.

            4.7 Tax Withholding. If laws, rules or regulations require withholding of any taxes imposed upon amounts payable to a party hereunder, the other party shall make such withholding payments as required and subtract such withholding payments from the amounts payable to such party. The other party shall submit reasonable proof of payment of the

                                       11

withholding taxes to such party within 30 days after obtaining such proof. The parties agree to fully cooperate with each other, including, without limitation, in the filing of appropriate certificates of tax exemption, to ensure that any withholding payments required to be made by the other party are reduced or avoided to the fullest extent permitted by law. Converge shall be deemed to be the sole payor of payments owed to VNE under this Agreement and shall not have the right to substitute any domestic or foreign affiliate for that purpose, and if Converge reincorporates or otherwise reorganizes as a foreign person that would thereupon cause payments hereunder to VNE to become subject to withholding, then Converge shall comply with applicable laws to the extent required and shall gross up the payments otherwise owed to VNE so that VNE receives, net of withholding taxes, the amounts VNE would have received if Converge had not substituted a foreign person or had remained a domestic person.

      5. Warranty.

            5.1 Services Warranty. VNE warrants that the Services provided hereunder will be provided in accordance with generally-accepted industry standards applicable to the performance of services of a similar nature. In the event of any breach of the foregoing warranty, and provided that Converge reports such breach to VNE in writing within 90 days following the date of performance of the Services in question, VNE shall, as its sole obligation and Converge's sole and exclusive remedy, promptly repair, replace or re-perform the Services in question, without additional cost to Converge, so as to correct the warranty non-compliance as promptly as practicable (within 30 days to the extent technically feasible).

            5.2 Disclaimer. WITH THE EXCEPTION OF THE EXPRESS WARRANTY PROVIDED





IN SECTION 5.1 AND AS THE PARTIES MAY OTHERWISE AGREE IN ANY WORK PLAN, VNI AND ALL AFFILIATES OF VNI SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS RELATING TO ANY SERVICES, MAINTENANCE UPDATES OR ENHANCEMENTS PROVIDED OR TO BE PROVIDED HEREUNDER.

      6. Limitation of Liability.

            6.1 Disclaimer of Liability for Certain Damages.

                  6.1.1 Consequential and Similar Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUES OR BUSINESS OPPORTUNITIES) HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. The foregoing limitation

                                       12

is independent of any exclusive remedies available to either party under this Agreement, including any failure of such remedies.

                  6.1.2 Loss of Data, Usage, Etc. VERT DOES NOT GUARANTEE THAT ANY MAINTENANCE UPDATES OR ENHANCEMENTS WILL OPERATE WITHOUT ERROR OR INTERRUPTION AND VERT SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES ASSOCIATED WITH LOSS OF DATA OR INTERRUPTION OR LOSS OF USE OF ANY PRODUCTS, MAINTENANCE UPDATES OR ENHANCEMENTS RESULTING THEREFROM.

            6.2 Sole Remedy. IF A CLAIM OR CAUSE OF ACTION IS ATTRIBUTABLE TO ANY MAINTENANCE UPDATE, ENHANCEMENT OR SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS AGREEMENT, TO THE EXCLUSION OF THE REMEDIES SET FORTH IN THE SUBSCRIPTION LICENSE AGREEMENT, SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO A PARTY FOR SUCH CLAIM OR CAUSE OF ACTION. IF A CLAIM OR CAUSE OF ACTION IS ATTRIBUTABLE TO A PRODUCT OR ANY SERVICES PROVIDED UNDER THE SUBSCRIPTION LICENSE AGREEMENT, THE REMEDIES SET FORTH IN THE SUBSCRIPTION LICENSE AGREEMENT, TO THE EXCLUSION OF THE REMEDIES SET FORTH IN THIS AGREEMENT, SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO A PARTY FOR SUCH CLAIM OR CAUSE OF ACTION. For the sake of clarity, the parties acknowledge that claims concerning Vert's ownership of and Converge's license rights to any Maintenance Updates, Enhancements or associated Documentation shall be deemed to have arisen under the Subscription License Agreement, that claims with respect to VNE's delivery of any Vert-General Release Enhancements or associated Documentation, or the performance or non-performance of any Vert-General Release Enhancements, shall be deemed to have arisen under the Subscription License Agreement, and that claims with respect to VNE's delivery of any Maintenance Updates, Converge-Requested Enhancements or associated Documentation, or the performance or non-performance of any Maintenance Updates or Converge-Requested Enhancements, shall be deemed to have arisen under this Agreement. NO LIABILITY SHALL EXTEND UNDER THIS AGREEMENT TO ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, ANY AFFILIATES OF VNI OTHER THAN VNE, OR THEIR LICENSORS) IF NOT INVOLVED IN THE DEVELOPMENT OR DELIVERY OF ANY MAINTENANCE UPDATE, ENHANCEMENT OR SERVICES HEREUNDER.

            6.3 Maximum Aggregate Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM LIABILITY OF EACH PARTY TO THE OTHER OR TO ANY THIRD PARTY FOR DAMAGES, IF ANY, RELATING TO THIS AGREEMENT OR ANY MAINTENANCE UPDATE, ENHANCEMENT OR SERVICES PROVIDED OR TO BE PROVIDED HEREUNDER, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, STRICT PRODUCT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, SHALL NOT EXCEED (I) WITH RESPECT TO ANY ENHANCEMENT PROVIDED HEREUNDER, THE AMOUNTS PAID BY CONVERGE TO VERT FOR SUCH ENHANCEMENT, AND (II) WITH RESPECT TO ANY MAINTENANCE AND SUPPORT SERVICES, THE AMOUNTS PAID BY

                                       13

CONVERGE TO VERT FOR SUCH MAINTENANCE AND SUPPORT SERVICES DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM OR CAUSE OF ACTION FOR ANY SUCH DAMAGES FIRST AROSE. THE FOREGOING LIMITATIONS ON EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL BE IN ADDITION TO ANY FEES AND OTHER AMOUNTS DUE AND OWING UNDER SECTION 4. FOR PURPOSES OF THIS SECTION 6.3, THE TERM PARTY MEANS CONVERGE ON THE ONE HAND, AND VNI AND VNE COLLECTIVELY ON THE OTHER HAND, SO THAT AS TO VNI AND VNE THE LIMITATIONS IN THIS SECTION 6.3 ARE COLLECTIVE LIMITATIONS AND NOT SEPARATE LIMITATIONS FOR EACH OF VNI AND VNE.

            6.4 Exceptions. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 6 SHALL NOT APPLY WITH RESPECT TO (A) ANY CLAIMS OF BODILY INJURY OR DAMAGE TO TANGIBLE PERSONAL PROPERTY RESULTING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) ANY BREACH OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 7, OR (C) LIABILITY FOR PAYMENT OF INTEREST ADDED BY A COURT OF LAW OR AN ARBITRATION PANEL TO A JUDGMENT ENTERED IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT.

            6.5 Duty to Mitigate. Each party will have a duty to take reasonable steps to mitigate damages for which the other party is responsible.

            6.6 Acknowledgement. Each of the parties acknowledge that the disclaimers and limitations set forth in this Section 6 are an essential element of this Agreement between the parties and that the parties would not have entered into this Agreement without such disclaimers and limitations.





      7. Confidential Information.

            7.1 Definition of Confidential Information. Confidential Information as used in this Agreement shall mean any and all proprietary or non-public information of a party whether in oral, written or other tangible form that the party disclosing the information (the Discloser) designates as being confidential or which, under the circumstances surrounding disclosure, the receiving party (the Recipient) knows or has reason to know should be treated as confidential.

            7.2 Nondisclosure and Nonuse Obligations. Each of the parties, as Recipient, agrees that such Recipient will not use, disseminate, or in any way disclose any Confidential Information of the other party, as Discloser, to any person, firm or business, except to the extent necessary for the performance of such party's obligations or the enjoyment of such party's rights and benefits hereunder, and for any other purpose such Discloser may hereafter authorize in writing. Each of the parties, as Recipient, agrees that such Recipient shall treat all Confidential Information of the other party, as Discloser, with the same degree of care as such Recipient accords to such Recipient's own Confidential Information, but in no case less than reasonable care. Each of the parties, as Recipient, agrees&bbsp;that such Recipient shall disclose Confidential Information of the other party, as Discloser, only to those of such Recipient's employees who need to know such information, and such Recipient certifies that such Recipient employees have

                                       14

previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Discloser, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Each of the parties, as Recipient, shall immediately give notice to the other party, as Discloser, of any unauthorized use or disclosure of Discloser's Confidential Information. Each of the parties, as Recipient, agrees to assist the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser's Confidential Information.

            7.3 Exclusions from Nondisclosure and Nonuse Obligations. The obligations under this Section 7 of each of the parties, as Recipient, with respect to any portion of the Confidential Information of the other party, as Discloser, shall not apply to such portion that Recipient can document: (a) was in the public domain at or subsequent to the time such portion was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Recipient by Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by either of the parties, as Recipient, of Confidential Information of the other party, as Discloser, either (i) in response to a valid order by a court or other governmental body; (ii) as otherwise required by law; or (iii) as necessary to establish the rights of either party under this Agreement, shall not be considered to be a breach of this Agreement by Recipient or a waiver of confidentiality for other purposes; provided, however, that Recipient shall provide prompt prior written notice thereof to Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure.

            7.4 Confidentiality of this Agreement. The parties hereto agree to keep the terms of this Agreement confidential and not to divulge any part thereof to any third party except: (a) with the prior written consent of the other party; (b) to any governmental body having jurisdiction to request and to read the same; (c) as otherwise may be required by law or legal process; or (d) to legal counsel representing either party. Notwithstanding the foregoing, no disclosure of this Agreement shall be made pursuant to clauses (b) or (c) of the foregoing sentence without the disclosing party first giving the other party reasonable notice prior to the intended disclosure so as to allow the other party sufficient time to seek a protective order or otherwise assure the confidentiality of this Agreement as that other party shall deem appropriate. Each party agrees not to file this Agreement as an exhibit to its SEC filings without first redacting and requesting confidential treatment for any information reasonably considered by the other party to be confidential. Such other party shall inform the first party of any such information it wishes to redact and request confidential treatment for within five Business Days following the date such other party is requested to do so in writing. Nothing herein shall prohibit either party from complying with applicable securities or other laws, rules or regulations.

      8. Non-Solicitation. During the Term of this Agreement and for a period of one year thereafter, Converge and Vert each agree not to directly or indirectly solicit, encourage or cause others to solicit or encourage any employees or individual independent contractors of the other party to terminate their employment or independent contracting relationship with the other party and become an employee or independent contractor of the soliciting party or its Affiliate. This provision does not prohibit a party's responding to unsolicited employment inquiries and/or any

                                       15

indirect solicitations and other employment activities (e.g., job postings, advertising of positions) that are not specifically targeted at any particular individual.





      9. Term; Events of Default; and Termination.

            9.1 Term. The initial period of this Agreement (the Initial Term) shall commence upon the Effective Date and continue until March 31, 2003. Thereafter, this Agreement shall renew only upon the mutual written agreement of the parties for up to three additional renewal terms of one year each (each, a Renewal Term). Notwithstanding the foregoing provisions of this Section 9.1, in the event any Services or other obligations of either party (including payment obligations) with respect to any Final Work Plan have not been completed or discharged as of the date on which this Agreement would otherwise expire, this Agreement shall remain in effect solely with respect to such Work Plan until such Services or other obligations have been completed or discharged.

            9.2 Events of Default. The occurrence of any one or more of the following acts, events or occurrences shall constitute an Event of Default under this Agreement: (a) either party becomes insolvent, files for bankruptcy or is subjected to involuntary bankruptcy proceedings that are not dismissed within 60 days, or makes a general assignment for the benefit of its creditors; (b) either party breaches any material provision of this Agreement and the result is the non-breaching party experiencing a substantial deprivation of the benefits to which the non-breaching party is entitled under this Agreement, which material breach is not cured by the breaching party within 30 days after the breaching party's receipt of the non-breaching party's written notice specifying the breach in detail; provided, however, that if the breach is of such a nature that it may be cured, but it may not reasonably be cured within such 30-day period, the non-breaching party may not terminate this Agreement unless such breach is not cured by the breaching party on or before the 60th day after the breaching party's receipt of the non-breaching party's notice of breach if breaching party has commenced substantial efforts to cure the breach within the initial 30-day period and has continued in good faith to work to cure the breach as soon as reasonably practicable thereafter, or (c) Converge fails to pay when due any amounts payable under Section 4 and fails to cure such breach within 3 Business Days after VNE gives Converge written notice specifying the breach.

            9.3 Termination. Immediately upon the occurrence of an Event of Default by either party, the other party shall have the right, but not the obligation, to terminate this Agreement, exercisable by such other party giving written notice thereof to first party within 10 Business Days after the occurrence of such Event of Default. In addition, this Agreement shall automatically terminate upon any termination of the Subscription License Agreement as permitted thereunder.

            9.4 Effect of Termination. Upon the expiration or termination of this Agreement, each party shall erase, destroy or return to the other party all copies of the Confidential Information of or provided by such party under this Agreement and, upon such other party's written request, shall certify its compliance with this Section 9.4 to the other party in writing. Notwithstanding the foregoing provisions of this Section 9.4, with respect to and for so long as any licenses granted to Converge respecting Deployed Products and/or Source Code under the Subscription License Agreement survive the expiration or termination of this

                                       16

Agreement, Converge shall not be required to erase, destroy or return any Confidential Information of Vert or its Affiliates respecting such Deployed Products and/or Source Code.

            9.5 Effect of Vert Non-Renewal Election. If VNE or VNI is unwilling to renew this Agreement on its existing terms for any Renewal Term, a Vert Non-Renewal Election shall be deemed to have occurred. In the event of a Vert-Non-Renewal Election, in addition to any rights or remedies that may be available to Converge under the Subscription License Agreement, the provisions of Section 8 above shall cease to apply with respect to Converge's solicitation or encouragement of any of the VNE Service Personnel to terminate their employment or independent contracting relationship with VNE and become an employee or independent contractor of Converge or its Affiliate.

            9.6 Effect of Converge Non-Renewal Election. If VNE or VNI is willing to renew this Agreement on its existing terms for any Renewal Term, but Converge elects not to renew this Agreement for any for any reason, a Converge Non-Renewal Election shall be deemed to have occurred. In the event of a Converge-Non-Renewal Election, the rights or remedies that may be available to Converge under the Subscription License Agreement, if any, shall apply.

            9.7 Survival. Sections 3.11, 3.12, 4.1, 4.2, 4.6, 4.7, 5.2, 6, 7, 8, 9.4, 9.5, 9.6, 9.7 and 10 shall survive any expiration or termination of this Agreement. In addition, all payment obligations under Section 5 that pertain to Services provided or otherwise accrue prior to the effective date of expiration or termination of this Agreement shall survive such expiration or termination.

      10. General.

            10.1 Notices. All notices permitted or required under this Agreement (Notices) shall be in writing and shall be delivered as follows with notice deemed given as indicated (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; or (c) by certified or registered mail, return receipt requested, five days after deposit in the mail. All Notices shall be properly addressed as follows, or to such other addresses as may be specified in a Notice given hereunder:

If to VNI or VNE:                         with a copy to:





Attn: General Counsel                     Attn: Michael L. Pillion VerticalNet, Inc.                         Morgan, Lewis & Bockius, LLP 507 Prudential Road                       1701 Market Street Horsham, Pennsylvania 19044               Philadelphia, Pennsylvania 19103

                                       17

If to Converge:

Attn: General Counsel Converge, Inc. Four Technology Drive Peabody, MA  01960

            10.2 Force Majeure. Except for the obligation to pay monies due, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the control of such party.

            10.3 Waiver. An effective waiver under this Agreement must be in writing signed by the party waiving its right. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of subsequent breaches of that or any other provision hereof.

            10.4 Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law or applicable court decisions.

            10.5 Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

          &sbsp; 10.6 Choice of Law; Waiver of Jury Trial; Limitation of Action. This Agreement and performance under this Agreement shall be governed by the laws of the United States of America and of the Commonwealth of Pennsylvania as applied to agreements entered into and to be performed entirely within Pennsylvania between Pennsylvania residents, excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The parties expressly waive any right to a jury trial regarding disputes related to this Agreement. Unless otherwise provided by local law without the possibility of contractual waiver or limitation, any legal or other action related to this Agreement must be commenced no later than two years from the date on which the cause of action arose.

            10.7 No Agency. Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties or to allow either party to bind the other or incur any obligation on its behalf.

            10.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute

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one and the same instrument. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, bear the signatures of both parties hereto. For the purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.

            10.9 Assignment. A party may assign this Agreement to any Affiliate. Otherwise, neither party may assign this Agreement without the other party's prior written consent (not to be unreasonably withheld). No transfer of this Agreement by operation of law or change in Control of a party, including, without limitation, by merger, consolidation or sale or other transfer of equity interests, shall be considered an assignment for purposes of this Section 11.9. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

            10.10 No Third-Party Beneficiaries. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties and their successors and permitted assigns.

            10.11 Non-Exclusive Agreement. Except as expressly stated herein, this Agreement is not exclusive as to either party, and, subject to the express provisions of this Agreement, each party will have the right to conduct any other business in which it may now or hereafter be engaged.

            10.12 Entire Agreement. This Agreement, together with the Subscription License Agreement and the other agreements referenced therein, are the entire agreement between Vert and Converge relating to the subject matter of this Agreement. This Agreement shall supersede any prior agreement or





understanding, whether written or oral, and any other communications between Vert and Converge relating to the subject matter of this Agreement. This Agreement may only be amended by a writing specifically referencing this Agreement, which has been signed by authorized representatives of each party.

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      IN WITNESS WHEREOF, the undersigned do hereby execute this parties have caused this Agreement to be signed by their duly authorized representatives as of the date first written above in this Agreement.

VerticalNet, Inc.                            Converge, Inc.

By:__________________________________        By:________________________________

_____________________________________        ___________________________________ (Print Name)                                 (Print Name)

Title:_______________________________        Title:_____________________________

VerticalNet Enterprises LLC

By:__________________________________

_____________________________________ (Print Name)

Title:_______________________________

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                                    Exhibit A                            Severity Levels of Problems

The following chart describes the distinctions between the different severity levels for Problems reported by Converge.

Severity    Definition Level           1           A Severity Level 1 Problem is one where critical or central             functionality of the Supported Product is unavailable and the             Supported Product cannot reasonably be used, or performance of             critical or central functionality of the Supported Product is             severely degraded, and in either such case Converge does not have or             cannot implement a reasonable workaround. The adverse impact of a             Severity 1 Problem on Converge's business is severe and immediate,             and requires an immediate solution. A Severity Level 1 Problem may             have one or more of the following characteristics, in each case             without Converge being able to implement a reasonable workaround:

            -     Data is corrupted or lost by the Supported Product, or the                   Supported Product returns incorrect results, and such                   corruption, loss or incorrect results have a material adverse                   impact on critical or central functionality of the Supported                   Product             -     Complete or severe lack of ability to use the critical or                   central functionality of the Supported Product             -     The Supported Product crashes repeatedly             -     Critical or central functionality of the Supported Product is                   not operational or is severely degraded             -     Critical or central functionality of the Supported Product                   fails to run to completion

2           A Severity Level 2 Problem is one where critical or central             functionality of the Supported Product is unavailable, or             performance of critical or central functionality of the Supported             Product is severely degraded, but in either such case Converge can             implement a reasonable workaround but such workaround does not             downgrade the Problem to Severity Level 3 or 4. Use of critical or             central functionality of the Supported Product can continue in a             restricted fashion through use of such workaround, but the user             still experiences a significant degradation of performance of such             functionality. A Severity Level 2 Problem may have one or more of             the characteristics of a Severity Level 1 Problem, but critical or             central functionality of

            -     the Supported Product can continue to operate in a restricted                   fashion through use of such workaround.

3           A Severity Level 3 Problem causes minimal interruption to             non-central or non-important functionality. The Problem has a minor             impact or is inconvenient. A Severity Level 3 Problem may have one             or more of the following characteristics:

            -     Performance of the Supported Product is degraded in a                   non-critical manner             -     Performance of the Supported Product is minimally impaired





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          4           A Severity Level 4 Problem causes no loss of use of the Supported             Product. The following would be Severity Level 4 Problems:

            -     Cosmetic problem with the Supported Product             -     Documentation error             -     Minor incorrect behavior of the Supported Product that does                   not impede its operation

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                                    Exhibit B                      Problem Response and Resolution Efforts

SEVERITY        RESPONSE TIME AND STATUS REPORTS               RESOLUTION EFFORTS  LEVEL                                                              1            -   Initial Response (defined                -   Continuous efforts (24x7) with                     below) within 30 minutes after                 best available resources to                     the Problem is reported to VNE                 provide a workaround, patch,                     if the Problem is reported                     fix or other solution for the                     during Support Hours.                          Problem as quickly and                 -   Initial Response within two                    efficiently as possible,                     hours if the Problem is                        beginning as soon as                     reported to VNE outside of                     practicable after diagnosis of                     Support Hours, or within 30                    the Problem commences.                     minutes following the                      -   If a workaround, patch, fix or                     resumption of Support Hours,                   other solution is not provided                     whichever is sooner.                           within 24 hours after                 -   Diagnosis commences as soon as                 diagnosis of the Problem                     is reasonably practicable.                     commences, provide Converge                 -   Status reports every 24 hours                  with an assessment and action                     thereafter.                                    plan detailing the proposed                                                                    method of resolution and a                                                                    time schedule for delivery of                                                                    a correction.                                                                -   Severity Level 1 requires                                                                    maximum effort support until                                                                    an emergency fix or bypass is                                                                    developed and available for                                                                    shipment to Converge. Critical                                                                    situations may require                                                                    customer, Converge and VNE                                                                    personnel to be at their                                                                    respective work locations or                                                                    available on an                                                                    around-the-clock basis.                                                                -   Provide a final patch, fix or                                                                    other solution within 24 hours                                                                    that down grades the Problem                                                                    to Severity Level 3 or less                                                                    and that does not                                                                    substantially impair                                                                    performance or functionality.

   2            -   Initial Response within two                -   Continuous efforts during                     hours after the Problem is                     Support Hours to provide a                     reported to VNE if the Problem                 patch, fix or other solution                     is reported during Support                     for the Problem as quickly and                     Hours.                                         efficiently as possible,                 -   Initial Response within two                    beginning as soon as                     hours after the resumption of                  practicable after diagnosis of                     Support Hours if the Problem                   the Problem commences.                     is reported to VNE outside of              -   If a patch, fix or other                     Support Hours.                                 solution is not provided                 -   Diagnosis commences within one                 within 48 hours after                     Support Day after the Problem                  diagnosis of the Problem                     is reported to VNE.                            commences, provide Converge                 -   Status reports every other                     with an assessment and action                     Support Day thereafter.                        plan detailing the proposed                                                                    method of resolution and a                                                                    time schedule for delivery of                                                                    a correction.                                                                -   Provide a final patch, fix or                                                                    other solution within 72 hours                                                                    that down grades the Problem                                                                    to Severity Level 3 or less                                                                    and that does not                                                                    substantially impair                                                                    performance or functionality.

   3            -   Initial Response by the end of             -   Reasonable efforts during                     the Support Day immediately                    Support Hours to provide a                     following the day on which the                 workaround, patch, fix or                     Problem is reported to VNE.                    other solution for the Problem                 -   Diagnosis commences within two                 within five Support Days,





                    Support Days after the Initial                 beginning within a reasonable                     Response                                       period of time after diagnosis                 -   Progress and status reports as                 of the Problem commences.                     appropriate thereafter, but at                     least weekly.

   4            -   Reasonable efforts to commence             -   Reasonable efforts to resolve                                                                    the Problem in a

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SEVERITY        RESPONSE TIME AND STATUS REPORTS               RESOLUTION EFFORTS  LEVEL                                                                               diagnosis of the Problem                       future Maintenance Update.                     within five Support Days after                     the Problem is reported to                     VNE.                 -   Progress and status reports as                     appropriate thereafter.

For purposes of this Exhibit B, Initial Response means (a) communication back to the Converge Support Personnel by the appropriate VNE personnel acknowledging receipt of the applicable Problem Report; and (b) consistent with the nature and extent of the information provided by Converge to VNE, communication by VNE to the Converge Support Personnel of VNE's initial analysis of the nature and/or cause of the Problem and suggestions for a possible temporary or interim solution to the Problem, including any interim work-around or other temporary quick fix.

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                                    Exhibit C                  Quarterly Allocation and VNE Support Personnel

                                                              ESTIMATED        ESTIMATED        ESTIMATED VERTICALNET            TITLE                PERCENTAGE        HOURS PER        NUMBER OF          TOTAL TEAM MEMBER                                  OF TIME            WEEK             WEEKS            HOURS                                                                                   Stephen              Project Manager           50%               20               12               240 DePalantino

Mike Decker          Support Mgr               50%               20               12               240

Christian            Programmer Analyst        50%               20               12               240 Torstensson

Roland Ngokila       Programmer Analyst        50%               20               12               240

Ken Ridler           Programmer Analyst        100%              40               12               480

Kelley Nelson        Programmer Analyst        100%              40               12               480                                                                                                   ----                      TOTAL HOURS             &bbsp;                                                    1920                                                                                                   ====

Upon notice (via e-mail or in some other reasonable fashion not necessarily in accordance with the express notice provisions of this Agreement) to and in consultation with the Converge Project Manager, VNE shall be entitled to replace (or substitute temporarily for) the VNE Service Personnel identified above. Any replacement personnel shall be reasonably qualified to perform the Services they are to perform under this Agreement, and VNE will use reasonable efforts to maintain continuity of assignment with respect to the VNE personnel assigned to provide essential Services. VNE shall use commercially reasonable efforts to limit the replacement of (or substitution for) the persons identified above during the 90 day period immediately following the Effective Date. VNE, in the reasonable discretion of the VNE Project Manager, shall make Mark Rodriguez reasonably available to perform any Maintenance and Support Services that would be materially benefited by his participation, and, notwithstanding the foregoing sentence, VNE shall be free to substitute Mark Rodriguez for any of the persons identified above for such purposes.

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Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
[A]:
38916