Schedule A – General Terms and Conditions SOFTWARE LICENSE AND SUPPORT AGREEMENT General Terms and Conditions (GTCs) 1. DEFINITIONS. 1.1 “Add-on” means any custom application code authorized to be developed using Avolve APIs as set forth in the documentation accompanying such API and these GTCs. 1.2 “Agreement” means these GTCs, the Software Sales Order, the SOW or other agreement referencing these GTCs. All such components are integral to the agreement, and collectively are referred to herein as the “Agreement”. 1.3 “API” means Avolve’s application programming interfaces, as well as other Avolve code and database elements that allow other software products to communicate with or call on Avolve Software provided under this Agreement. 1.4 “Avolve Materials” means any software, programs, tools, systems, data, or other materials made available by Avolve to Licensee in the course of the performance under this Agreement including, but not limited to, the API, Software and Documentation, as well as any information, materials or feedback provided by Licensee to Avolve relating to the Software and Documentation. 1.5 “Avolve Support” means the support set forth in Exhibit A to these GTCs, and may be purchased for an additional fee. Avolve has no obligation to provide any Avolve Support and, in particular, no Avolve Support (including no bug fixes or updates) will be available after the end of life of the applicable Software version. Avolve reserves the right to provide some or all Avolve Support from locations, and/or through use of third party providers, located worldwide. 1.6 “Business Unit” means a logical element, or segment, of the Licensee representing a specific business function, as existing on the effective date of the license grant. Business Units may be referred to as a department, group, division or functional area. 1.7 “Confidential Information” means, with respect to Avolve, all information which Avolve protects against unrestricted disclosure to others, including but not limited to: (a) the Software and Documentation and other Avolve Materials, including without limitation the following information regarding the Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Software; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Software; (b) the research and development or investigations of Avolve; (c) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies; and (d) any information about or concerning any third party (which information was provided to Avolve subject to an applicable confidentiality obligation to such third party). With respect to Licensee, “Confidential Information” means all information which Licensee protects against unrestricted disclosure to others and which (i) if in tangible form, Licensee clearly identifies as confidential or proprietary at the time of disclosure; (ii) if in intangible form (including disclosure made orally or visually), Licensee identifies as confidential at the time of disclosure, summarizes the Confidential Information in writing, and delivers such summary within thirty (30) calendar days of any such disclosure; and/or (iii) would reasonably be understood to be Confidential Information given the nature of the information and the circumstances surrounding the disclosure. 1.8 “Documentation” means Avolve’s standard end user documentation which is delivered or made available to Licensee with the Software under this Agreement. 1.9 “Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired. 1.10 “Licensee” means the specific legal entity set forth on the Software Sales Order. 1.11 “License Term” means the time period that the Software is licensed to Licensee, as specified on the Software Sales Order. 1.12 “ProjectDox® Instance” means Avolve’s proprietary core application and software framework for enhanced electronic plan submission, and review and collaboration built upon a multi-tier cluster hardware architecture consisting of web server(s), application server(s), and job processor(s) that supports the processing of the API. 1.13 “Software” means (i) the API, ProjectDox® Instances and/or other software licensed to Licensee under this Agreement as specified on the applicable Software Sales Orders, as developed by or for Avolve and delivered to Licensee hereunder; (ii) any new releases thereof made available to Licensee as part of Avolve Support and (iii) any complete or partial copies of any of the foregoing. 1.14 “Software Sales Order” means the sales order, sales agreement, purchase order or like conveyance document for the Software, related Avolve Support and/or other services ordered by Licensee thereunder. If Licensee is purchasing directly from Avolve, the Software Sales Order will be between Avolve and Licensee. 1.15 “SOW” means those statements-of-work which Licensee may enter into from time-to-time for professional services to be provided by Avolve on terms mutually agreed to in writing in the SOW, including, without limitation, scope of services, expected deliverables, milestone dates, acceptance procedures and criteria, fees and other such matters. No SOW shall be binding until executed by both parties. Unless expressly stated otherwise in a SOW, all fees are in United States dollars. SOWs may be entered into directly between Avolve and Licensee or may be executed between Licensee and an authorized Avolve reseller, but in either case, the professional services provided thereunder shall be provided by Avolve unless expressly stated otherwise in the SOW. 1.16 “Territory” means the world except for those countries prohibited by United States’ export laws, and further subject to Section 12.4 of the GTC. 1.17 “Use” means to activate the processing capabilities of the Software, load, execute, access, employ the Software, or display information resulting from such capabilities. 1.18 “User” means authorized Licensee employees and third parties that require access to the Software in connection with Licensee’s internal business operations, such as Licensee’s administrators, contractors, reviewers, and applicants. 2. SOFTWARE AND SERVICES. 2.1 License. 2.1.1 Software. Subject to Licensee’s compliance with all the terms and conditions of this Agreement and prompt payment of all fees owed for use of the Software, Documentation and other Avolve Materials, Avolve grants to Licensee a non-exclusive, non-transferable, non-sublicensable (except for the limited right to allow Users to Use set forth in this Section 2.1.1) license during the License Term to Use the Software, Documentation, and other Avolve Materials to run Licensee’s internal business operations and to provide internal training and testing for such internal business operations, solely for the specific Business Unit(s) as further set forth in the Software Sales Order. Should Licensee desire to reorganize any such Business Unit in which use of Avolve Materials may be affected (such as by expanding the scope of use beyond the understood scope at the time of initial license), it shall provide Avolve written notice as soon as possible following the determination of reorganization, so that Avolve may review the planned reorganization to determine if it is consistent with the Business Unit limitation in this license grant and, if not, what additional fees will be required due to Licensee’s reorganization to include additional Business Units. 2.1.2 Restrictions. Licensee will, and will ensure that its Users, only use the Software in accordance with the Documentation. Licensee will not, and will ensure that its Users do not: (i) copy or duplicate the Software in excess of the number of licenses purchased (for production use) or otherwise authorized under this Agreement (for non-production use); (ii) use the Avolve Materials to provide services to third parties (e.g., business process outsourcing, service bureau applications or third party training); (ii) assign, sublicense, sell, lease, loan, resell, sublicense or otherwise distribute or transfer or convey the Avolve Materials, or pledge as security or otherwise encumber Licensee’s rights under this Agreement; (iii) make any Use of or perform any acts with respect to the Avolve Materials other than as expressly permitted in accordance with the terms of this Agreement; or (iv) use Software components other than those specifically identified in the Software Sales Order and then only as part of the Software as a whole, even if it is also technically possible for Licensee to access other Software components; or (v) modify, further develop or create any derivative works of, disassemble, decompile, reverse engineer or otherwise attempt to obtain or perceive the source code from which any part of the Software is compiled or interpreted, or access or use the Software in order to build a similar or competitive product or service; (vi) distribute the Software in any form other than the form delivered by Avolve to License or otherwise permitted under this Agreement; or (vii) publish any results of benchmark tests run on the Software. License acknowledges that nothing herein will be construed to grant Licensee any right to obtain or use the source code. Licensee acknowledges that the Software may contain self-reporting technology by which Avolve may receive information deemed relevant by Avolve to providing Avolve Support, improving the Avolve Materials, monitoring compliance, and any other purposes as determined by Avolve in its reasonable discretion. Licensee shall not tamper with or attempt to disable such self-reporting technology. Licensee agrees to take all commercially reasonable steps to ensure that Users abide by the terms of this Agreement and expressly agrees to indemnify Avolve, its officers, employees, agents and subcontractors from and against all claims, liabilities, losses, damages and costs (including reasonable attorney fees) suffered by Avolve arising from a breach by the User of the conditions of this Agreement. 2.1.3 High-Risk Activities. The Software is not fault-tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems, in which the failure of the Software or derived binaries could lead directly to death, personal injury, or severe physical or environmental damage (collectively, “High Risk Activities”). Licensee shall not use the Software for any High Risk Activities. 2.1.4 Third Party Components. The Software and its component parts are protected by copyright and other propriety rights of Avolve and one or more third party software vendors (including Open Text Corporation (“OTC”) (all such third party vendors, including without limitation Oracle and OTC, shall be referred to herein as “third party vendors” or “third party software vendors”). Licensee may beheld directly responsible by such third party vendors for acts relating to the Software component parts that are not authorized by this Agreement. Licensee’s use of such third party software is limited to only in conjunction with the Software and Licensee acknowledges that it is not allowed to modify such third party software or use it independent from the Software. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSEE WAIVES, AND WILL CAUSE ITS USERS TO WAIVE, ALL CLAIMS AND CAUSES OF ACTION AGAINST SUCH THIRD PARTY SOFTWARE VENDORS THAT ARISE UNDER THIS AGREEMENT. 2.1.5 Copies. Licensee may make one copy of the Software for back-up/archival purposes only, if the copy contains all of the original Software’s proprietary notices. For the avoidance of any doubt, unless expressly set forth otherwise in the applicable Software Sales Order, such additional copy may not be run concurrently, either in production mode to increase performance or in a non-production mode for testing, development or any other purpose. Should Licensee desire to run additional copies of the Software concurrently, additional license rights must be purchased by Licensee. 2.1.6 Ownership. Licensee acknowledges and agrees that Licensor owns all right, title, and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the Software and any suggestions, enhancements requests, feedback, recommendations or other information provided by Licensee or any of its Users related to the Software. Licensee’s rights in the Software, updates (provided Licensee has purchased Avolve Support), and the related materials supplied by the Licensor pursuant to this Agreement are strictly limited to the right to use the proprietary rights in accordance with the terms of this Agreement. No right of ownership, expressed or implied, is granted under this Agreement. 2.1.7 API Use. Provided that Licensee has been authorized by Licensee in writing to build Add-Ons (which authorization may be withdrawn by Avolve at any time upon written notice to Licensee), Licensee may use the API to create custom Add-Ons solely as set forth in Section 6 below. While Avolve currently does not charge for use of the API, Avolve reserves the right to charge a fee for the use of the API in the future. Should Avolve implement a fee for the API, prior written notice will be given to Customers who are currently using the API. 2.1.8 Approved Hardware. Licensee agrees to install the Software only on information technology devices (e.g. servers, hard disks, central processing units or other hardware) identified by Licensee pursuant to this Agreement and that have been previously approved by Avolve in writing or otherwise officially made known to the public by Avolve as appropriate for Use or interoperation with the Software (the “Designated Unit”). 2.2 Outsourcing Services. Upon written notification to Avolve, Licensee may permit services providers to access the Software solely for the purpose of providing facility, implementation, systems, application management or disaster recovery services to Licensee in connection with the business of Licensee for which the Software is herein licensed. Licensor and Licensee each agrees Licensee shall be responsible to Avolve for the conduct of Licensee’s services providers to the same extent that the Licensee is responsible to Avolve hereunder for the conduct of Licensee’s employees. 2.3 Services. Avolve may provide Avolve Support or other professional services from time to time as mutually agreed upon by the parties from time to time in a Software Sales Order and/or SOW. 3. VERIFICATION. Avolve shall be permitted to audit (at least once annually and in accordance with Avolve standard procedures, which may include on-site and/or remote audit) the usage of the Avolve Materials, upon advance notice and mutually agreed upon schedules. Licensee shall cooperate reasonably in the conduct of such audits. In the event an audit reveals that (i) Licensee underpaid license fees and/or Avolve Support fees to Avolve and/or (ii) that Licensee has Used the Software in excess of the license quantities or levels stated in the Software Sales Order, Licensee shall pay such underpaid fees and/or for such excess usage based on Avolve List of Prices and Conditions Software and Support governing use in effect at the time of the audit, and shall execute an additional Software Sales Order in accordance with the terms of this Agreement to affect the required licensing of any additional quantities or levels. Reasonable costs of Avolve’s audit shall be paid by Licensee if the audit results indicate usage in excess of the licensed quantities or levels. Avolve reserves all rights at law and equity with respect to both Licensee’s underpayment of License fees or Avolve Support fees and usage in excess of the license quantities or levels. 4. PRICE, PAYMENT, AND DELIVERY. 4.1 Fees. Licensee shall pay to Avolve (if purchasing directly from Avolve) or to Avolve’s authorized resller (if purchasing through a reseller) license fees for the Software and fees for Avolve Support as set forth on the Software Sales Order(s) hereto. In addition, if Licensee purchases any professional service fees from Avolve, Licensee shall pay to Avolve the fees set forth on any SOWs. All fees, unless expressly stated otherwise on the applicable Software Sales Order, shall be in United States dollars. For fees owed to Avovle, any fees not paid when due shall, which unless otherwise specified in the applicable Software Sales Order or SOW will be thirty (30) calendar days from invoice, accrue interest at the rate of 18% (eighteen percent) per annum, but not to exceed the maximum amount as allowed by law. All fees to be paid to Avolve are due in advance, irrevocable and non-refundable (except as expressly set forth otherwise in this Agreement). Licensee agrees to provide Avolve with complete and accurate billing and contact information. 4.2 Taxes. Fees and other charges described in this Agreement do not include federal, state or local sales, foreign withholding, use, property, excise, service, or similar transaction taxes (“Tax(es)”) now or hereafter levied, all of which shall be for Licensee’s account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to Avolve prior to the execution of this Agreement. If Avolve is required to pay Taxes, Licensee shall reimburse Avolve for such amounts to the extent that Taxes are required to be paid by Licensee, which Avolve acknowledges, understands, and agrees is a 501(c)(3) tax exempt status organization. Licensee hereby agrees to indemnify Avolve for any Taxes and related costs, interest and penalties paid or payable by Avolve were properly levied against Licensee as a 501 (c)(3) tax exempt status organization. Upon request, Licensee shall provide evidence of its tax exempt status. 4.3 Delivery of the Software; Installation. Avolve will deliver the Software either by making it available for electronic download or by physical delivery of media to Licensee. Risk of loss passes at the time of such electronic or physical delivery. Licensee agrees and understands that the calculation of Taxes may be affected by the delivery method and delivery location of the Software and corresponding Avolve Support. Licensee agrees to promptly, following initial delivery of the Software, but in all cases within ninety (90) days, if mutually agreed upon, to provide Avolve with reasonable access to Licensee’s facilities and systems in order for Avolve to initially install the Software. Unless agreed to in writing by Avolve, Licensee understands that it is not authorized to conduct the initial installation of the Software. For the avoidance of any doubt, all installation services are professional services provided by Avolve under a SOW. 5. TERM. 5.1 Term. Except as set forth otherwise in Section 5.3 below or if terminated earlier in accordance with this Section 5, this Agreement shall commence on the Effective Date and shall continue for the longer of either (a) the expiration of the License Terms set forth on all the Software Sales Order or (b) the completion of all professional services under all SOWs. 5.2 Termination. In addition to any termination rights that may be set forth in a specific Software Sales Order or SOW, either party may terminate this Agreement immediately upon written notice in the event that the other party materially breaches this Agreement and thereafter has failed to cure such material breach (or commenced diligent efforts to cure such breach that are reasonably acceptable to the terminating party) within thirty (30) days after receiving written notice thereof. 5.3 End of Term Duties. Upon any termination of the Agreement hereunder (which would terminate all existing License Terms and SOWs), (a) Licensee and its Users shall immediately cease Use of all Avolve Materials and Confidential Information and (b) Avolve shall immediately cease all professional services. Within thirty (30) days after any termination, both Parties shall either irretrievably destroy or return upon the other Party’s request, all Confidential Information of the other party, except to the extent it is legally required to keep it for a longer period in which case such return or destruction shall occur at the end of such period. Further, Licensee shall irretrievably destroy or upon Avolve’s request deliver to Avolve all copies of the Avolve Materials and Confidential Information in every form, except to the extent it is legally required to keep it for a longer period in which case such return or destruction shall occur at the end of such period. Licensee must certify to Avolve in writing that it has satisfied its obligations under this Section 5.3. Sections 2.1.4, 2.1.6, 3, 4.1, 4.2, 5, 6.1, 8 - 10, 12.1 - 12.3, 12.5, 12.6, and 12.8-12.11 shall survive such termination. In the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments made by Licensee. Termination shall not relieve Licensee from its obligation to pay fees that remain unpaid. 6. Add-Ons. 6.1 Conditioned on Licensee’s compliance with the terms and conditions of this Agreement, Licensee may make Add-ons to the Software in furtherance of its permitted Use under this Agreement, and shall be permitted to use Add-ons with the Software in accordance with the License grant to the Software set forth in Section 2.1.1 herein. All Add-ons developed by Avolve (either independently or jointly with Licensee or other third parties) and all rights associated therewith shall be the exclusive property of Avolve. Licensee agrees to execute those documents reasonably necessary to secure Avolve’s rights in the foregoing. All Add-ons developed by or on behalf of Licensee without Avolve’s participation (“Licensee Add-on”), and all rights associated therewith, shall be the exclusive property of Licensee subject to Avolve’s rights in and to the Software; provided, Licensee shall not commercialize, market, distribute, license, sublicense, transfer, assign or otherwise alienate any such Licensee Add-ons. Avolve retains the right to independently develop its own Add-ons to the Software, and Licensee agrees not to take any action that would limit Avolve’s sale, assignment, licensing or use of its own Software or Add-ons thereto. 6.2 Any Licensee Add-on must not (and subject to other limitations set forth herein): enable the bypassing or circumventing any of the restrictions set forth in this Agreement and/or provide Licensee with access to the Software to which Licensee is not directly licensed; nor permit mass data extraction from Software to any non-Avolve software, including use, modification saving or other processing of data in the non-Avolve software; nor unreasonably impair, degrade or reduce the performance or security of the Software; nor render or provide any information concerning Avolve software license terms, Software, or any other information related to Avolve products. 6.3 Add-ons are excluded from Avolve Support. Licensee may purchase support from Avolve for Add-ons as professional services under an SOW. 7. WARRANTY. 7.1 Warranty. Avolve warrants that the Software will substantially conform to the specifications contained in the Documentation for sixty (60) days following the Go Live Date. The warranty shall not apply: (i) if the Software is not used in accordance with the Documentation; (ii) not initially installed within the time period set forth in Section 4.3 above, unless such failure to timely install is due solely to the fault of Avolve; or (iii) if the defect is caused by an Add-on (other than an Add-on made solely by Avolve and which is provided through Avolve Support or under warranty), Licensee or third-party software. Avolve does not warrant that the Software will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance, or that the applications contained in the Software are designed to meet all of Licensee’s business requirements. Provided Licensee notifies Avolve in writing with a specific description of the Software’s nonconformance within the warranty period and Avolve validates the existence of such nonconformance, Avolve will, at its option: a) repair or replace the nonconforming Software, or b) refund the license fees paid for the applicable nonconforming Software in exchange for a return of such nonconforming Software. THIS IS LICENSEE’S SOLE AND EXCLUSIVE REMEDY UNDER THIS WARRANTY. 7.2 Express Disclaimer. AVOLVE AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8. INDEMNIFICATION. 8.1 General. When Avolve Support or other service are provided on Licensee’s premises or at another location designated by Licensee, each party will indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and affiliates from and against any claims, demands, loss, damage or expense, including reasonable attorney’s fees, (collectively, “Claims”) relating to bodily injury or death of any person or damage to tangible personal property occurring at such location in connection with the performance of the Avolve Support or other services to the extent proximately caused by the gross negligence or willful acts or omissions of the indemnifying party, its officers, directors, employees, agents and affiliates. 8.2 Infringement. If a third party makes a claim against the Licensee that any Use of the Software in accordance with the terms of this Agreement infringes such third party’s intellectual property rights, Avolve, at its sole cost and expense, will defend Licensee against the claim and indemnify Licensee from the damages, losses, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Avolve, provided that Licensee: (i) notifies Avolve promptly in writing upon being served or otherwise becoming aware of the claim; (ii) gives Avolve sole control of the defense and any settlement negotiations; and (iii) gives Avolve reasonable assistance in the defense of such claim. If Avolve believes or it is determined that the Software has violated a third party’s intellectual property rights, Avolve may choose to either modify the Software to be non-infringing or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Avolve may terminate Licensee’s use rights and refund any unused, prepaid fees Licensee may have paid to Avolve. Avolve will not indemnify the Licensee to the extent that the alleged infringement arises from (1) the combination, operation, or use of the Software with products, services, information, materials, technologies, business methods or processes not furnished by Avolve (including without limitation use on other than a Designated Unit); (2) modifications to the Software, which modifications are not made by Avolve; (3) failure to use updates to the Software provided by Avolve; or (4) use of Software except in accordance with any applicable user documentation or specifications. 8.3 THE PROVISIONS OF THIS SECTION 8 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF AVOLVE AND ITS LICENSORS TO LICENSEE, AND IS LICENSEE’S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. 9. LIMITATIONS OF LIABILITY. In no event will Avolve or its licensors be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, legal fees and any damages resulting from loss of use, loss of profits, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with this Agreement, including without limitation supply, use or performance of the Software and the provision of the Avolve Support and other services. Except for direct damages and expenses associated with Avolve’s obligation to indemnify Licensee pursuant to Section 8.2, Avolve’s aggregate, cumulative liability for damages and expenses arising out of this Agreement, whether based on a theory of contract or tort, including negligence and strict liability, will be limited to the amount of fees receive by Avolve under this Agreement. Such fees reflect and are set in reliance upon this limitation of liability. The limited remedies set forth in this Agreement shall apply notwithstanding the failure of their essential purpose. 10. CONFIDENTIALITY. 10.1 Use of Confidential Information. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party: (a) shall take commercially reasonable steps to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder. 10.2 Exceptions. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions. 10.3 Confidential Terms and Conditions; Publicity. Licensee shall not disclose the terms and conditions of this Agreement related to pricing contained to any third party unless restricted from conforming to non-disclosure by governmental statute and/or ordinance. Upon prior, express, written approval, Licensor may identify Licensee on its customer lists and list Licensee as a customer in its marketing and advertising materials, and reproduce Licensee’s company name, logo, trademark, trade name, service mark, or other commercial designations, solely in connection therewith. If requested by Licensor and agreed to by Licensee during the first two years of this Agreement, Licensee agrees to timely execute the following activities: Press Release, Case Study Testimonial, ROI Benchmarking Study, Client Referrals. 10.4 Data Security. In addition to and without prejudice to the confidentiality terms set forth in this Section 10, the following additional data security provisions shall apply to any highly-sensitive Confidential Information provided by Licensee to Avolve (“Highly-Sensitive Information”), including without limitation any personally identifiable information or financial information. 10.4.1 Disclosure. Licensee shall use its best efforts to limit disclosure of Highly-Sensitive Information to Avolve and only provide Highly-Sensitive Information to Avolve with the prior written consent of either Avolve’s Chief Executive Officer or Chief Financial Officer. Prior to disclosure of any Highly-Sensitive Information, Avolve and the Licensee shall agree in writing to the procedures surrounding the disclosure, including any encryption requirements and the mechanism of disclosure. 10.4.2 Data Security Safeguards. Avolve has implemented and maintains an information security program that incorporates administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Highly-Sensitive Information provided by Licensee to Avolve in accordance with this Section 10.4. 10.4.3 Data Security Breach. Avolve will notify Licensee promptly and in no event later than one (1) business day following Avolve’s discovery of a Data Security Breach (defined below) and shall (i) undertake a reasonable investigation of the reasons for and the circumstances surrounding such Data Security Breach and (ii) reasonably cooperate with Licensee in connection with such investigation, including by providing Licensee with an initial summary of the results of our investigation as soon as possible, but in all cases within two (2) business days after the date Avolve discovered or reasonably suspected a Data Security Breach, and then regular updates on the investigation as it progresses; (iii) not make any public announcements relating to such Data Security Breach without Licensee’s prior written approval, which shall not be unreasonably withheld; (iv) use commercially reasonable efforts to take all necessary and appropriate corrective action reasonably possible on our part designed to prevent a recurrence of such Data Security Breach; (v) collect and preserve evidence concerning the discovery, cause, vulnerability, remedial actions and impact related to such Data Security Breach, which shall meet reasonable expectations of forensic admissibility; and (vi) if requested by Licensee, at Licensee’s cost unless the Data Security Breach is solely and directly due to Avolve’s breach of this Agreement, provide notice to individuals or entities whose Confidential Information was or may have been affected in a manner and format specified by Licensee. In the event of any Data Security Breach caused by Avolve, Licensee shall have, in addition to all other rights and remedies available under this Agreement, law and equity, the right to terminate the Agreement upon thirty (30) days prior written notice. For purposes of this Agreement, the term “Data Security Breach” shall mean any of the following occurring in connection with Highly-Sensitive Information (provided that Licensee has sent the Highly-Sensitive Information to Avolve pursuant to the terms of this Section 10.4 using the secure transfer protocols agreed upon by the parties) in connection with Licensee’s use of the Software: (a) the loss or misuse of Highly-Sensitive Information; and (b) disclosure to, or acquisition, access or use by, any person not authorized to receive Highly-Sensitive Information, other than in circumstances in which the disclosure, acquisition, access or use is made in good faith and within the course and scope of the employment with Avolve or other professional relationship with Avolve and does not result in any further unauthorized disclosure, acquisition, access or use of Highly-Sensitive Information. 10.4.4 Signatures. The parties shall use electronic signatures for all agreements unless otherwise prohibited by law. Prior to any public disclosure of any document containing a signature, the signature shall be redacted by the disclosing party in a manner which renders it illegible and unable to be copied. 11. ASSIGNMENT. Licensee may not, without Avovle’s prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or the Avolve Materials or, Avolve Confidential Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. Any prior written consent required hereunder shall not be unreasonably withheld, conditioned or delayed. In the case of any assignment (including any change of control transaction) at Avolve, Avolve shall promptly following the closing of such transaction notify Licensee in writing. 12. GENERAL PROVISIONS. 12.1 Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. 12.2 No Waiver. If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof. 12.3 Counterparts. This Agreement may be signed in two counterparts, each of which shall be deemed an original and which shall together constitute one Agreement. 12.4 Regulatory Matters. The Software, Documentation and Avolve Materials are subject to the export control laws of various countries, including without limit the laws of the United States. Licensee agrees that it will not submit the Software, Documentation or other Avolve Materials to any government agency for licensing consideration or other regulatory approval without the prior written consent of Avolve, and will not export the Software, Documentation and Avolve Materials to countries, persons or entities prohibited by such laws. Licensee shall also be responsible for complying with all applicable governmental regulations of the country where Licensee is registered, and any foreign countries with respect to the use of the Software, Documentation or other Avolve Materials by Licensee and/or its Affiliates. 12.5 Governing Law; Limitations Period. This Agreement and any claims arising out of or relating to this Agreement and its subject matter shall be governed by and construed under the laws of State of Arizona without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States law, rules, and regulations, United States law, rules, and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply. Licensee must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within one (1) year from the date when Licensee knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s). 12.6 Notices. All notices or reports which are required or may be given pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered to the respective executive offices of Avolve and Licensee at the addresses first set forth in any Software Sales Order or Sales agreement. Where in this section 12.6 or elsewhere in this Agreement written form is required, that requirement can be met by facsimile transmission, exchange of letters or other written form. 12.7 Force Majeure. Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance. 12.8 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between Avolve and Licensee, and all previous representations, discussions, and writings are merged in, and superseded by this Agreement and the parties disclaim any reliance on any such representations, discussions and writings. This Agreement may be modified only by a writing signed by both parties. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Licensee to Avolve. This Agreement shall prevail over any additional, conflicting or inconsistent terms and conditions which may appear in any clickwrap end user agreement included in the Software. Signatures sent by electronic means (facsimile or scanned/sent via e-mail) shall be deemed original signatures. This Agreement does not create any partnership, joint venture or principal and agent relationship. 12.9 Independent Contractor. Avolve is an independent contractor and not an employee of the Licensee. Any personnel performing services under this Agreement on behalf of Avolve shall at all times be under Avolve’s exclusive direction and control. Avolve shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Avolve shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and worker’s compensation insurance. 12.10 Hierarchy. The following order of precedence shall be applied in the event of conflict or inconsistency between provisions of the components of this Agreement: (i) GTCs and (ii) the applicable Software Sales Order, Avolve Support Terms or SOW. Notwithstanding the foregoing, if any part of a Software Sales Order, Avolve Support Terms or SOW expressly states that it shall control over the GTCs, it shall so control. 12.11 United States Federal Governmental Users. The Software and Documentation are “commercial items” as that term is defined in 48 C.F.R. 2.101 (October 1995) consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (September 1995). Consistent with 48 C.F.R. 12.212 and with 48 C.F.R. 227.7202-1, 227-7202-3 and 227-7202-4 (June 1995), if the Licensee is the U.S. Government or any department or agency of the U.S. Government, the Software and Documentation are licensed under this Agreement (i) only as a commercial item, and (ii) with only those rights as are granted to all other end-users pursuant to the terms and conditions of this Agreement.