Domino 14.5 License Agreement – full

License Agreement

Installation and Use of HCL Domino Requires Acceptance of the Following
License Agreement:

MASTER LICENSE AGREEMENT
BY (A) DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN “ACCEPT”
BUTTON, OR (B) EXECUTING AN ORDER THAT REFERENCES THIS MASTER LICENSE
AGREEMENT OR (C) OTHERWISE USING THE PROGRAM, YOU (“LICENSEE” or “CUSTOMER”)
AGREE TO THE TERMS OF THIS MASTER LICENSE AGREEMENT. IF YOU ARE ACCEPTING
THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND
WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND SUCH COMPANY OR OTHER LEGAL
ENTITY TO THESE TERMS IN WHICH CASE THE TERMS “LICENSEE” OR “CUSTOMER” WILL
REFER TO SUCH ENTITY. THE AGREEMENT IS EFFECTIVE AS OF THE DATE YOU ACCEPT
THESE TERMS (“EFFECTIVE DATE”).

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, DO
NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN “ACCEPT” BUTTON, OR USE THE
PROGRAM; AND PROMPTLY RETURN THE UNUSED MEDIA, DOCUMENTATION, AND PROOF OF
ENTITLEMENT TO THE PARTY FROM WHOM IT WAS OBTAINED. IF THE PROGRAM WAS
DOWNLOADED, DESTROY ALL COPIES OF THE PROGRAM.

This Master License Agreement (“Agreement”) is BETWEEN
HCL Technologies Limited a company incorporated under the laws of India and
having its registered offices at 806 Siddharth, 96 Nehru Place, New
Delhi-110019; and HCL America, Inc., a California corporation with an office
at 2600 Great America Way, Suite 101 and 401, Santa Clara, CA 95054 (together

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

referred to as “HCLSoftware”); and Licensee.
The Agreement governs the receipt and use of HCLSoftware Programs and related
Support (as defined below). HCLSoftware and Licensee are hereinafter referred
to individually or collectively, as “Party” or “Parties.”

1. Definitions. In addition to the terms defined above and elsewhere in this
   Agreement, the following terms will have the meaning set forth below:
   1.1. “Affiliate” means an entity that controls, is controlled by, or shares
   common control with HCLSoftware or Licensee, where such control arises from
   either (a) a direct or indirect ownership interest of more than fifty percent
   (50%) of the outstanding voting stock and/or equivalent interest, or (b) the
   power to direct or cause the direction of the management and policies, whether
   through the ownership of voting stock and/or equivalent interest, by contract,
   or otherwise, equal to that provided by a direct or indirect ownership of more
   than fifty percent (50%) of the outstanding voting stock and/or equivalent
   interest.
   1.2. “Authorized Users” means the representatives authorized by Licensee
   including employees, temporary agency staff, contractors, consultants and
   service providers to access and use the Program(s) as specified in an Order
   pursuant to the terms of this Agreement and subject to Section 3 and Section 4
   of this Agreement.
   1.3. “Documentation” means HCLSoftware’s guides, manuals, and other technical

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

information in printed and machine-readable form that describes the
functionality and use of the Program(s).
1.4. “Effective Date” means the earlier of the date of acceptance of this
Agreement or of the first Order.
1.5. “Feedback” means (i) Licensee’s requirements, input, comments, responses,
opinions, and feedback, concerning the definition, design or validation of the
Program and Documentation or (ii) Licensee’s technical Program Requirements
for HCLSoftware to include in the Program specifications, design or
validation.
1.6. “Fees” means license, Support, and other fees as specified in an Order or
provided under this Agreement.
1.7. “Intellectual Property Rights” or “IPR” means any ideas, whether or not
patentable, inventions, discoveries, processes, works of authorship, marks,
names, know-how, and any and all rights in such materials on a worldwide
basis, including any rights in patents, inventor’s certificates, utility
models, copyrights, moral rights, trade secrets, mask works, and all related,
similar or other intellectual property rights recognized in any jurisdiction
worldwide, including all applications and registrations with respect thereto.
1.8. “Licensed Capacity” means the quantity of each Program licensed as
specified in an Order.
1.9. “License Information Document”, means a document that provides
information and any additional terms specific to a Program. License

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

Information Documents as applicable are made available at
https://www.hcltechsw.com/wps/portal/resources/license-agreements.
1.10. “Object Code” means software, including all computer programming code,
entirely in binary form, which is directly executable by a computer and
includes those help, message, overlay, and other files necessary for
supporting the intended use of the executable code.
1.11. “Open Source Software” means software licensed under an open source
license.
1.12. “Order” means an agreed written or electronic document, and any purchase
order issued by the Licensee, which shall be subject to the terms and
conditions of this Agreement that identifies the Programs to be licensed, the
Licensed Capacity thereof, applicable Fees, including tax and payment terms
and the Support to be purchased, and any other applicable terms (including but
not limited to a listing of any additional Authorized Users, which for
avoidance of doubt Licensee shall be responsible for their agreement and
compliance with the terms hereof and such obligation shall be deemed part of
Section 3). Solely for administrative convenience of the Parties in ordering
hereunder, Licensee may issue a purchase order referencing an HCLSoftware
Order form in lieu of the Parties signing the HCLSoftware Order form
(HCLSoftware Program License and Support Order Schedule) and such purchase
order shall then be deemed an Order for ordering purposes, and any different
terms in such purchase order will not apply. The purpose of the purchase order

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

is solely for identifying pricing, product/service selected, and quantity for
ordering hereunder.
1.13. “Problem” means a reproducible condition that causes the operation of a
Program to deviate from its Documentation, when such Program is used with the
prescribed Program Requirements and so as to impact Licensee’s ability to use
the Program in the manner described in the Documentation.
1.14. “Program(s)” means the Object Code of the software and all accompanying
Documentation, delivered by HCLSoftware to Licensee, including all items
delivered by HCLSoftware to Licensee under Support.
1.15. “Program Requirements” means any software, materials, operating systems,
hardware, platforms and prerequisite items identified in the Documentation or
License Information Document or other specifications provided by HCLSoftware
which are not included or part of the Programs and are required to ensure that
the Program operates in accordance with the Documentation.
1.16. “Source Code” means computer programming code in human readable form and
related system level documentation, including all associated comments,
symbols, and any procedural code such as job control language.
1.17. “Territory” means world-wide except for those countries considered
embargoed or sanctioned countries under U.S. or applicable laws or
regulations.
1.18. “Third Party Software” means third party software, libraries, and
components excluding Open Source Software incorporated in or included with a

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

Program.

2. Agreement Structure.
   HCL America Inc. is the owner and/or licensor of the Intellectual Property
   Rights in the VoltMX Program. HCL Technologies Limited is the owner and/or
   licensor of all other Program(s) and all associated Intellectual Property
   Rights. HCL America Inc. is a wholly owned subsidiary of HCL Technologies
   Limited. Licenses are granted and Support is obtained solely in connection
   with valid Orders. For Orders issued in the US, HCL America Inc. shall be the
   billing entity for each VoltMX Program Order. HCL Technologies Limited shall
   be the billing entity for all other Orders. For the rest of the world the
   billing entity will be the HCLSoftware entity stated on the applicable Order.
   Each Order is subject to the terms of this Agreement and any License
   Information Document, if applicable, and deemed to be a discrete contract,
   separate from each other Order, unless expressly stated otherwise therein.
   Orders may be entered into under this Agreement by and between (a) HCLSoftware
   or an Affiliate of HCLSoftware; and (b) the Licensee or an Affiliate of
   Licensee. With respect to an Order, the term HCLSoftware or Licensee (or
   Customer) will be deemed to refer to the entities that execute such Order.
   Neither execution of this Agreement nor anything contained herein will
   obligate either Party to enter into any Orders. In the event an Order is
   proposed by HCLSoftware, and is deemed to constitute an offer, then acceptance
   of such offer is limited to its terms. As also set forth in Section 1.12

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

(Order) hereof, in the event Licensee proposes or accepts an Order by
submitting a Licensee purchase order, order document, acknowledgment, or other
Licensee communication, then regardless of whether HCLSoftware acknowledges,
accepts, fully or partially performs under any such document, HCLSoftware
objects to and rejects any additional or different terms in such document and
no such additional or different terms will become part of the agreement
between the Parties even if HCLSoftware uses or refers to such document for
invoicing purposes.

3. License Grant
   3.1 Subject to the terms, conditions, and other restrictions set forth in this
   Agreement, and a valid Order (including timely payments of any Fees therein),
   HCLSoftware grants to Licensee a non-exclusive, non-transferable, limited, and
   revocable license, without the right to sublicense, under HCLSoftware IPR, to
   install, access, and use the Programs (i) in the Territory (ii) up to the
   Licensed Capacity; (iii) only for Licensee’s internal business purposes); (iv)
   for the term stated in the applicable Order; and (v) in accordance with the
   Documentation, License Information Document and the applicable Order. For
   avoidance of doubt, Licensee has no rights to create derivative works, assign,
   distribute, lease, rent, or otherwise transfer the Program(s).
   3.2 Licensee Affiliates and Authorized Users may install, access, and use the
   Programs and Support under the terms of this Agreement, and such use shall be

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

counted in determining Licensee’s utilization of the Licensed Capacity.
Licensee shall remain fully responsible for ensuring its Affiliates’ and
Authorized Users’ agreement and compliance with the terms of this Agreement
and the Order.
3.3 HCLSoftware may, in its sole discretion, make available pre-release, alpha
or beta versions of the Program, pre-release, alpha or beta Program features
and/or pre-release, alpha or beta Program code that are not generally
available to date (hereinafter referred to as the “Pre-release Program”).
HCLSoftware does not guarantee that the generally available release will be
identical to the Pre-release Program or that the generally available release
will not require reinstallation. Licensee agrees that if it registers for
Support or if otherwise required by HCLSoftware, Licensee shall provide
HCLSoftware with specific information concerning Licensee’s experiences with
the operation of the Pre-Release Program. Licensee agrees and acknowledges
that the Pre-release Program (a) is to be used only for testing purposes and
not to perform any production activities unless HCLSoftware shall have
otherwise approved in writing and (b) has not been tested or debugged and is
experimental and that the documentation may be in draft form and will, in many
cases, be incomplete. Licensee agrees that HCLSoftware makes no
representations regarding the completeness, accuracy or Licensee’s use or
operation of the Pre-Release Program. PRE-RELEASE PROGRAMS ARE PROVIDED ON AN
“AS IS” BASIS, WITHOUT ANY INDEMNITY, WARRANTY OR REPRESENTATIONS OF ANY KIND,

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

EITHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR
REPRESENTATIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR
PURPOSE AS WELL AS ANY EXPRESS WARRANTIES PROVIDED ELSEWHERE IN THIS
AGREEMENT. If Licensee is also a tester of the Pre-release Program (as defined
by the pre-release testing agreement (“Pre-Release Agreement”) that was agreed
to by Licensee during the registration process before obtaining the
Pre-release Program), Licensee agrees that the terms of this Agreement are in
addition to, and do not supersede, the terms of the Pre-Release Agreement.
3.4 If the Program is being licensed on a trial, demonstration or evaluation
basis, Licensee agrees to use the Program solely for such purposes, in
accordance with the usage restrictions set forth in Section 4, for the
evaluation period defined in the applicable Order or trial document (the
“Trial Period”). At the end of the Trial Period, Licensee’s right to use the
Program automatically expires and Licensee agrees to de-install the Program
and return to HCLSoftware all copies or partial copies of the Program or
certify to HCLSoftware in writing that all copies or partial copies of the
Program have been deleted from Licensee’s computer libraries and/or storage
devices and destroyed. If Licensee desires to continue its use of the Program
beyond the Trial Period, Licensee may contact HCLSoftware or an HCLSoftware
Affiliate to acquire a license to the Program for the applicable fee.
LICENSEE’S USE OF THE PROGRAM DURING THE TRIAL PERIOD IS ON AN “AS IS” BASIS
WITHOUT ANY INDEMNITY, WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS
OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR PURPOSE, AS WELL AS
ANY EXPRESS WARRANTIES PROVIDED ELSEWHERE IN THIS AGREEMENT.
3.5 Licensee hereby acknowledges that the Program(s) may contain Third Party
Software and/or Open Source Software and/or may require Program Requirements.
In the event that Open Source or Third Party Software is included in the
Program(s), such Open Source or Third Party Software is made available to
Licensee in accordance with the licenses for such Open Source or Third Party
Software. In the event that the Program relies on Program Requirements and
unless expressly provided otherwise in an Order, Licensee agrees that: (a)
HCLSoftware and its Affiliates have not obtained or conveyed to Licensee any
Intellectual Property Rights to use the applicable Program Requirements; (b)
Licensee shall be solely responsible, at its cost and expense, for procuring
the required rights/licenses in the Program Requirements; (c) HCLSoftware does
not provide any warranties or support for Program Requirements; and (d) any
claims with respect to the Program Requirements shall be made against the
applicable third party provider of such Program Requirements.

4. License Restrictions
   4.1. Restrictions. Except for the limited licenses expressly granted in
   Section 3, Licensee has no further rights in the Program(s), whether express,
   implied, arising from estoppel or otherwise. Further restrictions regarding
   Licensee’s use of any and all Program(s) are set forth below. Except as

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

expressly authorized herein, Licensee will not:
4.1.1. prepare any derivative works, or otherwise use, copy, modify,
distribute, assign, sublicense, lease, rent, or otherwise transfer the
Program(s), except to the extent required by law;
4.1.2. use the Programs in an outsourcing or service bureau environment on its
behalf and/or on behalf of non-affiliated third parties or allow the Programs
to be used by an outsourcing or service bureau provider on behalf of the
Licensee;
4.1.3. distribute the Program to end-users as on-premises distributions or
offer the Program as a cloud service or software-as-a-service to any
end-users;
4.1.4. reverse engineer, reverse assemble, reverse compile, translate, or
otherwise attempt to discover the Source Code form of any Program(s) that are
provided in Object Code form, except as permitted by the national or regional
law of the places where the Licensee does business (without the opportunity
for contractual waiver), and then only with respect to the particular copy of
Object Code incorporated into that particular Program;
4.1.5. use any of the Program’s components, files, modules, audio-visual
content, or related licensed materials separately from the Program;
4.1.6. attempt to disable or circumvent any of the licensing mechanisms within
the Program;
4.1.7. alter or remove any copyright, trademark or patent notice(s) in the

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

Programs; and
4.1.8. use the Programs in a way that requires the Programs to be licensed as
Open Source Software.

5. Feedback. Licensee is not obligated to provide Feedback to HCLSoftware. To
   the extent that Licensee provides Feedback to HCLSoftware, Licensee hereby
   grants to HCLSoftware a worldwide, non-exclusive, perpetual, irrevocable,
   royalty-free license, with the right to sublicense, under any and all Licensee
   IPR in and to the Feedback to make, use, sell, offer to sell, have made,
   import, reproduce, prepare derivative works, distribute, incorporate or
   otherwise utilize such Feedback.
6. Ownership. Licensee acknowledges that, as between Licensee and
   HCLSoftware, HCLSoftware has exclusive right, title and interest in and to all
   of the IPR in and to the Program(s). Notwithstanding the use of the terms
   “purchase”, “sale”, or any similar terminology in connection with a
   transaction contemplated by this Agreement, the Program(s) are licensed, not
   sold. HCL America Inc. is not a sub-licensor of the HCL Technologies Limited
   IPR. HCL Technologies Limited is not a sub-licensor of the HCL America Inc.
   IPR.
7. Delivery. Provided Licensee is current on all applicable payment
   obligations HCLSoftware will make Program(s) available to Licensee. All
   Programs are delivered electronically unless stated otherwise in an Order and
   Licensee agrees upon request from HCLSoftware to provide HCLSoftware with

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

documentation supporting that the designated items were received
electronically.

8. Support and Updates
   Support services (“Support”) are provided by HCLSoftware as described in the
   current support guide (“Support Guide”) posted at
   https://support.hcltechsw.com/csm. Upon purchase of a license for the
   Program(s), Licensee is enrolled in standard Support for the Program(s)
   identified in an Order for the first 12 months thereof at no additional cost.
   While HCLSoftware Support is in effect, HCLSoftware may make available defect
   corrections, restrictions, bypasses, new versions, releases, or updates
   available as part of Support. Any items provided under Support are subject to
   the same terms, conditions, usage limitations and restrictions as the Program
   originally licensed to Licensee by HCLSoftware and any applicable License
   Information Document.
9. Licensee Data and Privacy
   9.1 HCLSoftware as controller. Licensee authorizes HCLSoftware and its
   Affiliates to store and use Licensee’s business contact information wherever
   it does business, in connection with Licensee’s use of HCLSoftware Programs
   and related services or Support, or in furtherance of HCLSoftware’s business
   relationship with Licensee. Any personal data used by HCLSoftware as a data
   controller will be processed under the terms of the HCLSoftware online
   privacy statement found here:

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

https://www.hcltechsw.com/wps/portal/legal/privacy.
9.2 Data excluding personal data. To assist Licensee in isolating the cause of
an error or Problem with the Program(s), HCLSoftware may request that Licensee
send certain information to HCLSoftware. Such information may include
metadata, usage metrics, and/or system data, excluding personally identifiable
information. Licensee acknowledges that HCLSoftware uses information about
errors and problems to improve its products and services and to assist with
its provision of related Support offerings. Licensee is responsible for
ensuring that such data is backed up before providing same and that it is sent
only through HCLSoftware approved secure channels.
9.3 HCLSoftware as processor. To the extent Licensee provides personally
identifiable information to HCLSoftware for purposes of using the Program, or
for receiving Support or related services (including information contained in
a support ticket or file attachment), such information shall be processed by
HCLSoftware as a data processor. The terms of the HCLSoftware data processing
addendum (“DPA”) found at
https://www.hcltechsw.com/wps/portal/resources/master-agreements posted as of
the Effective Date shall apply to such processing and are hereby incorporated
by reference. To the extent personal data from the European Economic Area
(EEA), the United Kingdom and Switzerland are processed by HCLSoftware, the
Standard Contractual Clauses shall apply, as further set forth in the DPA. For
the purposes of the Standard Contractual Clauses, Licensee and its applicable

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

Affiliates are each the data exporter, and Licensee’s acceptance of this
Agreement shall be treated as its execution of the Standard Contractual
Clauses and Appendices. Licensee acknowledges that it shall have no reason to
provide sensitive personal data/special category of personal data to
HCLSoftware for any purposes and shall not include same in any support ticket
or file attachment without HCLSoftware’s prior express written consent.
9.4 Protection of Licensee Data. HCLSoftware will maintain appropriate
administrative, physical, and technical safeguards for protection of the
security, confidentiality and integrity of Licensee data, as described in
HCLSoftware’s Technical and Organizational Measures found here:
https://www.hcltechsw.com/resources/sw-toms

10. Payments.
    10.1. Fees. Licensee will pay any and all Fees, without deduction, offset or
    withholding, as detailed in the Order. Except as provided therein, all amounts
    in the Order are in United States Dollars (USD). HCLSoftware will invoice
    Licensee annually in advance. Licensee will pay HCLSoftware for the amounts
    due, owing, and duly invoiced under the Order within thirty (30) days of the
    date of invoice. Licensee shall make all payments pursuant to the Order
    through electronic transfer of funds to the designated bank accounts as
    nominated by HCLSoftware in writing. Overdue amounts payable under the Order
    will bear interest from the original due date at the rate of one percent (1%)

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

per month or the maximum legal rate, whichever is less. Except as provided in
this Agreement, all Fees are non-refundable and non-cancellable. If the
Licensee has a bona fide dispute in respect of the whole or any part of any
invoice, Licensee shall notify HCLSoftware in writing within ten (10) days of
receipt of an invoice and, if a dispute remains unresolved within 10 days of
receipt of notification, Licensee may withhold payment of the amount in
dispute but shall pay the undisputed amount in accordance with this Agreement.
If HCLSoftware subsequently determines any disputed amount is due from
Licensee, or if the Parties resolve the payment dispute, the amount due shall
be paid within 7 days after such determination or resolution.
10.2. Right to charge additional Fee. Where applicable, HCLSoftware reserves
the right to charge, upon notice to the Licensee, additional fees if
applicable for (i) over deployment as per Section 11; and (ii) re-instatement
fee for lapsed Support and/or other Program.
10.3. Taxes. All Fees quoted are exclusive of taxes. Licensee is responsible
for payment of any and all sales, use, value added, GST, and other similar
taxes or governmental fees associated with the Order, except for taxes based
on HCLSoftware’s net income, gross revenue or employment obligations. If
HCLSoftware is obligated by applicable law to collect and remit any taxes or
fees, the appropriate tax or fee amount will be charged and set forth in the
applicable invoice. Licensee agrees to bear any withholding tax liability as
may be required by applicable law and would increase payment due under the

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

Order by such an amount so that the net payment made to HCLSoftware after
deduction of applicable withholding tax is the same, had there been no
withholding tax applicable. Licensee is solely responsible for timely and
accurate payment of applicable taxes and fees without deduction from
HCLSoftware’s invoiced amounts, irrespective of what HCLSoftware’s invoice may
state. Subject to applicable laws and presentation of a valid tax exemption
certificate provided within the period of the payment terms, HCLSoftware will
make relevant adjustments in the invoice. Licensee shall remain liable for
any incorrect claims of tax exemptions.

11. License Compliance. Licensee agrees that HCLSoftware may, no more than
    one time per twelve (12) month period, audit the Licensee’s use of the
    Programs including but not limited to software logs of Licensee, its
    Affiliates and Authorized Users, relating to the Program in order to verify
    their use in compliance with this Agreement and/or the Order. HCLSoftware may
    make copies of any such software logs to the extent necessary to verify
    Licensee’s compliance with the terms hereof. HCLSoftware may at its option
    and cost, engage an independent third party to do such audit, provided that
    such third party is subject to confidentiality obligations consistent with
    this Agreement. The audit may be conducted at any sites of Licensee’s
    Affiliates and Authorized Users, where the Program is installed, used or
    accessed from, including remotely. HCLSoftware will bear its own costs in
    connection with an audit. HCLSoftware will provide fifteen (15) calendar days’

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

notice prior to an audit. Any such audit will be performed during the usual
business hours of the Licensee, its Affiliates or Authorized Users and
HCLSoftware will use commercially reasonable efforts to have the audit
conducted in a manner that minimizes disruption to business. Licensee, its
Affiliates, and Authorized Users will provide all assistance reasonably
necessary for HCLSoftware to carry out such audit. If the audit reveals
underpayments, including but not limited to any underpayments due to any usage
of Programs other than as authorized in this Agreement, Licensee will promptly
make such payments and in case of unauthorized usage, pay for the
differentials at HCLSoftware’s then list price for the Program. As with all
provisions of this Agreement, HCLSoftware’s rights and remedies in this
section will be without prejudice to other rights and remedies HCLSoftware has
under this Agreement or in any Order, at law or in equity. HCLSoftware’s
audit rights under this section will survive for two years beyond the longer
of the term license on the Order, the relevant perpetual License or the
Agreement.

12. Term and Termination.
    12.1. Term. This Agreement shall enter into force as of the Effective Date
    and shall remain in force until terminated in accordance with the terms
    contained herein. The Program license period (“Subscription Period”) and
    Support period (“Support Period”) are set forth in the applicable Order.
    12.2. Termination by Licensee. Licensee may terminate the applicable Program

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

license or Support in an Order upon written notice to HCLSoftware if
HCLSoftware commits any material breach hereunder and fails to cure such
breach within thirty (30) days after Licensee notifies HCLSoftware in writing
providing details of the breach.
12.3. Termination (or Suspension) by HCLSoftware. HCLSoftware may terminate
or suspend this Agreement and/or any Order(s), in whole or in part, and at any
time if:
12.3.1. If HCLSoftware does not receive payment against HCLSoftware’s invoices
in accordance with the payment terms under this Agreement or an applicable
Order (i) within a further fifteen (15) days after the relevant due date, or
(ii) on more than one occasion in any 12-month period;
12.3.2. Licensee infringes the IPR of HCLSoftware, its Affiliates, or its
licensors or uses the Program(s) outside the scope of the license;
12.3.3. Licensee commits any material breach of this Agreement or any Order
(i) and fails to cure such breach within thirty (30) days after HCLSoftware
notifies Licensee in writing of the breach, or (ii) if such breach is
uncurable; or
12.3.4. Licensee (i) files, or has filed against it, a petition in bankruptcy,
(ii) has a receiver appointed to handle its assets or affairs, (iii) makes or
attempts to make an assignment for benefit of creditors,
in each case, HCLSoftware shall provide written notice of termination
and/or suspension.

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

For avoidance of doubt, HCLSoftware’s rights to terminate or suspend are in
addition to any other rights HCLSoftware may have.

12.4. Effect of Termination or Expiration. In the event of termination or
expiration of this Agreement or an Order, in whole or in part:
12.4.1. All affected licenses granted hereunder will terminate, except
perpetual licenses (unless terminated as provided herein);
12.4.2. Licensee shall pay to HCLSoftware, on the date of termination or
expiration, the total amounts due per the Agreement and/or the Order, and,
unless Licensee terminated for HCLSoftware’s uncured material breach, Licensee
shall pay all Fees that would have been paid over the term of the Order and/or
Agreement had the Agreement or Order (as the case may be) not terminated;
12.4.3. Licensee will return to HCLSoftware, and/or certify that it has
destroyed all copies of, the terminated Program(s) and Documentation (except
for perpetual licenses unless terminated as provided herein), which are in the
possession of the Licensee;
12.4.4. all affected Support obligations under the Agreement or an Order will
terminate, and Licensee will no longer have access to same;
12.4.5. HCLSoftware will be entitled to deactivate license keys (remotely or
otherwise) or shut off Support for the terminated Programs.
12.5 Effect of Suspension. In the event of suspension of an Agreement and/or
an Order, in whole or in part, by HCLSoftware:

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

12.5.1 Licenses to the affected Programs and/or provision of Support will be
suspended during the suspension period;
12.5.2 HCLSoftware’s obligations (except for confidentiality) will be
suspended during the suspension period;
12.5.3 Licensee will be liable for Fees for the suspension period;
12.5.4 Licensee’s obligations continue to be in force during the suspension
period;
12.5.5 Suspension will not be withdrawn until HCLSoftware is reasonably
satisfied that Licensee has cured the conditions that led to the suspension.

13. Confidentiality. Except as otherwise expressly permitted in this
    Agreement, both Parties will hold in confidence the Programs, Documentation
    and all other non-public or proprietary information or any other information
    that by its form, nature, content or mode of transmission would to a
    reasonable recipient be deemed confidential or proprietary as made available
    by the disclosing Party (“Confidential Information”). Both Parties agree that
    the Programs and Documentation will be treated as proprietary trade secrets of
    HCLSoftware. Neither Party will make Confidential Information available in any
    form to any person or entity other than to its respective Affiliates and
    Licensee’s Authorized Users on a need to know basis and subject to the same
    restrictions of this Section 13. Recipients of Confidential Information that
    are not employees of either Party must be subject to confidentiality

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

restrictions no less stringent than those contained herein (in the case of
non-employees such restrictions will be contained in a written agreement
executed by the applicable contractor/person/entity). Each Party warrants to
the other Party that it maintains a system of confidentiality to protect its
own Confidential Information, including written agreements with employees,
that the Confidential Information will be protected by such system using no
less than a reasonable degree of care, and that it shall ensure its
recipients’ compliance with this Section. If the receiving Party at any time
becomes aware of any unauthorized use or disclosure of the disclosing Party’s
Confidential Information, it will promptly and fully notify the disclosing
Party of all facts known to it concerning such unauthorized use or disclosure
and reasonably cooperate with the disclosing Party in seeking a protective
order or other appropriate remedy to limit such disclosure.

14. Performance Warranty.
    14.1. HCLSoftware warrants that the Programs will operate materially in
    accordance with the applicable specifications set forth within the
    Documentation for a period of six (6) months (“Warranty Period”) after
    delivery of the Programs subject to Licensee’s compliance with the Agreement
    (“Performance Warranty”).
    14.2. The Performance Warranty does not cover Problems, failures, or defects
    in the Programs caused by any act or omission of Licensee or its
    representatives, or any other non-HCLSoftware person or entity, including but

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

not limited to: (a) the misuse of or damage to the Program; (b) modifications
to the Programs not made by or as authorized in writing in advance by
HCLSoftware; (c) combination or use of the Programs with other software,
hardware or cloud infrastructure not provided by HCLSoftware; (d) use of the
Program in an operating environment other than that described in the
Documentation or Program Requirements mutually agreed in writing; or (e)
failure to install updates, patches or fixes provided by HCLSoftware.
14.3. THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN SECTION 14.1 ABOVE ARE
LICENSEE’S EXCLUSIVE WARRANTIES. HCLSOFTWARE DISCLAIMS ALL OTHER WARRANTIES
OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT,
SUCH WARRANTIES ARE LIMITED IN DURATION TO THE RESPECTIVE WARRANTY PERIOD. NO
WARRANTIES APPLY AFTER THE WARRANTY PERIOD. SOME STATES OR JURISDICTIONS DO
NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE
LIMITATION MAY NOT APPLY TO LICENSEE.
14.4. THE WARRANTIES IN THIS SECTION 14 ARE PROVIDED SOLELY BY THE HCLSOFTWARE
ENTITY LICENSING THE PROGRAM AND NOT BY A THIRD PARTY OR ANY OTHER HCLSOFTWARE
ENTITY. THE DISCLAIMERS IN THIS SECTION 14, HOWEVER, ALSO APPLY TO ALL
HCLSOFTWARE ENTITIES AND THEIR LICENSORS AND SUPPLIERS OF THIRD PARTY

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

SOFTWARE. THOSE SUPPLIERS PROVIDE SUCH SOFTWARE WITHOUT WARRANTIES OR
CONDITION OF ANY KIND.
14.5. Performance Warranty Remedy. In the event of breach of the above stated
Performance Warranty, Licensee’s remedy is for HCLSoftware, in consultation
with Licensee, to either (i) use reasonable efforts consistent with industry
standards to repair the defect within a commercially reasonable time frame,
(ii) replace the affected Program(s) with one that materially complies with
the Documentation, or in the event (i) or (ii) do not resolve the issue to
then (iii) terminate the license and provide a pro-rata refund of the license
fees paid and/or Support fees to Licensee. If option (iii) applies, the
pro-rata refund shall be calculated on the number of months left remaining on
the Term of the applicable Order or if the Program(s) is licensed under a
perpetual license, using (only for purposes of a refund calculation) an
amortization schedule of three (3) years. The above warranty remedies are
HCLSoftware’s sole obligation and Licensee’s sole and exclusive remedy for
breach of the above Performance Warranty. The Performance Warranty Remedy is
conditioned upon (i) any error or defect reported is reasonably reproducible
by HCLSoftware, (ii) the Program(s) is not modified and is being used in
accordance with the Documentation and the terms of the Agreement, and (iii)
the breach is not attributable in whole or in part to any non-HCLSoftware
products or services.

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

15. Indemnification
    15.1. HCLSoftware will, at its election, settle or defend, any third party
    claim brought in any suit or proceeding against Licensee based upon an
    allegation that any Program(s) furnished hereunder constitutes a direct
    infringement of any patent, trade secret or copyright, and HCLSoftware will
    pay all damages and costs finally awarded against Licensee for the claim or
    agreed in settlement by HCLSoftware. In the event of any claim, allegation, or
    suit, HCLSoftware, in its sole discretion, may reengineer the Program(s) in a
    manner that removes the infringing material, replace the Program(s) with
    non-infringing software, or terminate the Agreement or applicable Order.
    HCLSoftware will not be liable for any costs or damages and will not indemnify
    or defend Licensee to the extent such action is based upon a claim arising
    from:

15.1.1. modification of the Program(s) by a party other than HCLSoftware after
delivery by HCLSoftware;
15.1.2. use of the Program(s) in combination with hardware or software not
provided by HCLSoftware, unless the Documentation refers to combination with
such hardware or software (without directing Licensee not to perform such a
combination);
15.1.3. any failure to use the Program in accordance with the Program
Requirements and/or Documentation;

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

15.1.4. any unauthorized use of the Program(s);
15.1.5. Licensee’s failure to incorporate updates or upgrades that would have
avoided the alleged infringement; or
15.1.6. provision of Programs as Pre-Release Programs (Section 3.3) or for
trial purposes (Section 3.4).
15.2. The foregoing obligations are HCLSoftware’s entire liability and
Licensee’s sole and exclusive remedy for any infringement claims and are
conditioned on the following: (i) HCLSoftware is notified promptly in writing
of such claim; (ii) HCLSoftware controls the defense or settlement of the
claim; and (iii) Licensee cooperates reasonably and gives all necessary
authority, information and assistance.

16. Limitation of Liability
    16.1. IN NO EVENT WILL EITHER PARTY (OR HCLSOFTWARE’S AFFILIATES AND
    SUPPLIERS) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
    DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
    PROFITS, LOSS OF REVENUE, LOSS OF OPPORTUNITIES, LOSS OF REPUTATION/GOODWILL,
    BUSINESS INTERRUPTION OR LOSS OF CONFIDENTIAL OR OTHER INFORMATION AND LOSS OR
    CORRUPTION OF DATA, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS
    OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO
    USE THE PROGRAM(S), OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS
    AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16.2. EXCEPT FOR BREACHES OF LICENSE GRANTS IN SECTION 3, LICENSE RESTRICTIONS
IN SECTION 4, LICENSEE’S CONFIDENTIALITY OBLIGATIONS IN SECTION 13, AND
LICENSEE’S PAYMENT OBLIGATIONS (INCLUDING, BUT NOT LIMITED TO, PAYMENTS
ARISING FROM HCLSOFTWARE’S AUDIT RIGHTS), IN NO EVENT WILL LICENSEE’S TOTAL
CUMULATIVE LIABILITY HEREUNDER FOR DIRECT DAMAGES (REGARDLESS OF BASIS FOR
CLAIMS) EXCEED THE VALUE OF THE APPLICABLE ORDER.
16.3. IN NO EVENT WILL HCLSOFTWARE’S (AND ITS AFFILIATES’ AND SUPPLIERS’)
TOTAL CUMULATIVE LIABILITY HEREUNDER FOR DIRECT DAMAGES (REGARDLESS OF BASIS
FOR CLAIMS) EXCEED THE SUM PAID BY LICENSEE TO HCLSOFTWARE UNDER THE
APPLICABLE ORDER FOR THE AFFECTED PRODUCT OR SERVICE, DURING THE PRECEDING
TWELVE (12) MONTH PERIOD.
16.4. IN NO EVENT WILL HCLSOFTWARE BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY
UNDER SECTIONS 3.3 AND 3.4 FOR ANY DAMAGES, LOSS OR LIABILITY, INCLUDING
WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGE, LOSS OR LIABILITY, TIME, MONEY OR GOODWILL WHICH MAY
ARISE DIRECTLY OR INDIRECTLY FROM OR RELATED TO COMPANY’S OR ANY OTHER
PERSON’S USE OF THE PRODUCTS WHETHER IN CONTRACT, TORT, FOR BREACH OF
STATUTORY DUTY OR OTHERWISE TO THE EXTENT PERMITTED BY LAW.
16.5. For the avoidance of doubt, (a) HCLSoftware shall have no responsibility
for matters beyond its reasonable control, including the acts or omissions of
Licensee and its users; (b) each Party shall have a duty to mitigate its

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

damages; and (c) except for injunction and exercise of termination rights
hereunder, the Parties shall negotiate in good faith for 30 days prior to
commencing any legal action against the other.
16.6. The foregoing disclaimers, limitations, and exclusions may be invalid in
some jurisdictions and apply only to the extent permitted by applicable law or
regulation in Licensee’s jurisdiction. Licensee may have additional rights
that may not be waived or disclaimed. HCLSoftware does not seek to limit
Licensee’s warranty or remedies to any extent not permitted by law.

17. Other Terms
    17.1. Conflict. In the event of a conflict between this Agreement and an
    Order to this Agreement, the terms of the Order will prevail solely with
    respect to such Order. If there is a conflict between the terms this Agreement
    and License Information Document for a Program, the terms of this Agreement
    will prevail. In the event of a conflict between the terms of a click-wrap
    version of this Agreement and the terms of a negotiated physically signed
    version of this Agreement, the terms of the negotiated physically signed
    version of this Agreement shall govern.
    17.2. Force Majeure. Neither Party will be liable for any failure to perform
    (except Licensee’s monetary obligations and each Party’s confidentiality
    obligations) due to circumstances that it could not have been reasonably
    foreseen or causes beyond its reasonable control, including, but not limited
    to, acts of God, war, riot, embargoes, acts of civil or military authorities,

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

epidemic, pandemic, delay in delivery by vendors, fire, flood, accident,
strikes, inability to secure transportation, facilities, fuel, energy, labor,
or materials. In the event of force majeure, time for delivery or other
performance will be extended for a period equal to the duration of the delay
caused thereby.
17.3. Export. Both Parties will comply with all applicable export and import
laws and associated embargo and economic sanction regulations, including those
of the United States, that prohibit or restrict the export, re-export,
transfer (in-country) or re-transfer (in-country) of products, technology,
services, or data, directly or indirectly, to certain countries, or for
certain end uses or end users. Licensee acknowledges that the Program is
subject to U.S. export laws and regulations. Licensee agrees that, unless
authorized by the U.S. export license or regulation, it will not export or
re-export the Program provided by HCLSoftware under this Agreement or an Order
to (i) those countries (or nationals of countries) considered embargoed
countries under U.S. export laws and regulations or (ii) prohibited end users
or end uses, including but not limited to: nuclear, space or missiles, and
weapons systems (including chemical and biological). At the time of this
Agreement, those countries considered embargoed/terrorist are Cuba, Iran,
North Korea, and Syria and Crimea region of Ukraine.
17.4. Anti-Corruption and Other Laws. Each Party will comply, at its own
expense, with all applicable laws, including without limitation, all laws

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

prohibiting corruption and bribery, as amended from time to time, (such as, if
applicable, the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery
Act 2010).
17.5. Marketing. Licensee hereby grants HCLSoftware, its employees, agents
and contractors a worldwide, irrevocable license, without compensation, to use
Licensee’s logo and/or branding in and for general marketing, sales, and
promotion purposes and Licensee waives its right to inspect and/or approve
each use of such materials.
17.6. Notices. Except as provided herein, all notices required or permitted
by this Agreement will be in writing and will be valid and sufficient if sent
by (i) registered or certified mail, return receipt requested, postage
prepaid; or (ii) by express mail or courier service providing a receipt of
delivery. Notices will be effective upon receipt as demonstrated by reliable
confirmation. Notices will be addressed to the Parties using the address
given in the applicable Order or this Agreement marked as for the attention of
the legal department. Either Party may change its address or other contact
information by a notice given to the other Party in the manner set forth
above.
17.7. Limitation of Claims. Unless otherwise required by applicable law
without the possibility of contractual waiver or limitation: (i) neither Party
will bring a legal action, regardless of form, for any claim arising out of or
related to this Agreement more than two (2) years after the cause of action

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

arose; and (ii) upon the expiration of such time limit, any such claim and all
respective rights related to the claim lapse.
17.8. Credit Checks. HCLSoftware may conduct and Licensee agrees to credit
checks of Licensee during the term of the Agreement and/or any Order.
17.9. HCLSoftware. HCLSoftware is a division of HCL Technologies Limited, a
company duly organized and existing under the laws of India and having its
registered offices at 806 Siddharth, 96 Nehru Place, New Delhi-110019.
17.10. Survival. All of the provisions in Sections 1 (Definitions), 4
(License Restrictions), 5 (Feedback), 6 (Ownership), 10 (Payments), 11
(License Compliance), 12 (Term and Termination), 13 (Confidentiality), 16
(Limitation of Liability) and 17 (Other Terms) will survive expiration or
termination of this Agreement.
17.11. Assignment. HCLSoftware may assign, delegate, subcontract or transfer
this Agreement or any Order, in whole or in part, including but not limited
to, its payment rights hereunder. Licensee shall not assign or transfer this
Agreement or an Order without the prior written consent of HCLSoftware.
Except as mentioned herein, any attempted assignment or transfer by Licensee
of this Agreement or Order is null and void.
17.12. Relationship of Parties. The relationship between the Parties is that
of independent contractors. This Agreement does not constitute a partnership
or joint venture between Licensee and HCLSoftware. Licensee is not the
representative or agent of HCLSoftware and HCLSoftware is not the

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

representative or agent of Licensee, and neither will so hold itself out
publicly or to any third party or incur any liability for the other Party.
Customer’s relationship with HCLSoftware business partners and resellers is
governed by the agreement between Customer and any such HCLSoftware business
partner and reseller. For this reason, HCLSoftware shall not be responsible
for the acts or omissions of HCLSoftware business partners and resellers in
their specific interactions with the Customer.
17.13. Modifications. Neither Party shall modify this Agreement except by the
express written agreement of both Parties and annexed hereto.
17.14. Severability. All rights and remedies whether conferred hereunder, or
by any other instrument or law will be cumulative and may be exercised
singularly or concurrently. The failure of any Party to enforce any of the
provisions hereof will not be construed to be a waiver of the right of such
Party thereafter to enforce such provisions. The terms and conditions stated
herein are declared to be severable. If any provision or provisions of this
Agreement will be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby.
17.15. Counterparts. This Agreement may be executed in several counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.
17.16. Injunctive Relief. Licensee agrees that preliminary injunctive or

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

other equitable relief will be a necessary and proper remedy in the event of a
breach of this Agreement in violation of HCLSoftware’s IPR, in addition to all
other rights that HCLSoftware has at law or in equity.
17.17. Governing Law; Jurisdiction; and Waiver of Jury Trial. For purchases
in the U.S., any claims arising under or relating to this Agreement will be
governed by the internal substantive laws of the State of California or
federal courts located in California, without reference to (i) any conflicts
of law principle that would apply the substantive laws of another jurisdiction
to the Parties’ rights or duties; (ii) the 1980 United Nations Convention on
Contracts for the International Sale of Goods; or (iii) other international
laws. For purchases in the U.S., each Party (i) hereby irrevocably agrees to
submit to the jurisdiction and venue in the courts of the State of California
for all disputes and litigation arising under or relating to this Agreement
and (ii) waives any right to a jury trial in any proceeding arising out of or
related to this Agreement. For purchases in the Middle East and African
countries, any claims arising under or relating to this Agreement will be
governed by English laws, without reference to (i) any conflicts of law
principle that would apply the substantive laws of another jurisdiction to the
Parties’ rights or duties; (ii) the 1980 United Nations Convention on
Contracts for the International Sale of Goods; or (iii) other international
laws and each Party hereby irrevocably agrees to submit to the jurisdiction
and venue in the courts of England for all disputes and litigation arising

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

under or relating to this Agreement. For purchase outside the U.S., except
Middle East and African countries, both Parties agree to the application of
the laws of the country in which Licensee obtained the Program license to
govern, interpret, and enforce all of Licensee’s and HCLSoftware’s respective
rights, duties, and obligations arising from, or relating in any manner to,
the subject matter of this Agreement, without reference to (i) any conflicts
of law principle that would apply the substantive laws of another jurisdiction
to the Parties’ rights or duties; (ii) the 1980 United Nations Convention on
Contracts for the International Sale of Goods; or (iii) other international
laws. Furthermore, all rights, duties, and obligations arising from, or
relating in any manner to, the subject matter of this Agreement, are subject
to the jurisdiction of the courts of the country in which Licensee obtained
the Program license.
17.18. U.S. Government Restricted Rights. The Programs and Documentation
provided with the products and services are “commercial items” as that term is
defined at 48 C.F.R. 12.101, consisting of “commercial computer software” and
“commercial computer software documentation” as such terms are used in 48
C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
through 227.7202-4, all U.S. Government end-users acquire the Programs and
Documentation with only those rights set forth herein.
17.19. Public Announcement. Neither Party will publicly announce or create a
press release referencing this Agreement, its contents or its related

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

activities without the prior written consent of the other Party.
17.20. The parties agree that the terms contained in
https://www.hcltechsw.com/resources/master-agreements (“AI Addendum”) will
apply to HCLSoftware AI (as defined in the AI Addendum).
17.21. Entire Agreement. This Agreement, along with the Orders entered into
pursuant to the Agreement, is the entire agreement between HCLSoftware and
Licensee relating to the Program(s) and it supersedes all prior or
contemporaneous oral or written communications, proposals and representations
with respect to the Program(s) or any other subject matter covered by this
Agreement and/or the Orders. However, in the event Licensee purchased
perpetual licenses for the Programs from a third party prior to the Effective
Date, nothing herein shall modify Licensee’s rights to use the Programs under
those license terms but HCLSoftware shall have the right to enforce its IPR in
the Programs during and after the term hereof.

PRESS ANY KEY TO CONTINUE TO READ LICENSE AGREEMENT OR PRESS ‘0’ to ADVANCE
TO END:

MLA v. August 2024