Agreement for SaaS Services (“Agreement”) dated [Date] (“Agreement Date”) is between [Customer Name] with offices at [address 1] [address 2] (“Customer”) and Configit A/S with offices at Midtermolen 3 2100 Copenhagen, Denmark ("Supplier"), (each a “Party”, together the “Parties”). Customer Supplier Signature: Signature: Name: Name: Title: Title: Date: Date: TERMS AND CONDITIONS This Agreement, and the attached Schedules which are incorporated herein, and any Statements of Work or other Schedules executed at a later date by the Supplier and Customer, are subject to the following Terms and Conditions. 1. Definitions. The definitions in Schedule 1 shall apply to this Agreement unless the context requires otherwise. Any phrase in this Agreement introduced by the term ”include”, “including”, “in particular” or similar expression will be construed as illustrative and not as a limitation of that term. 2. Access Grant and Restrictions. Supplier hereby grants to Customer the non-transferable, non-shareable (except as permitted under section 2.1), revocable, non-exclusive right to access and use the Services to the extent permitted in the Scope of Use within the Territory and in compliance with all terms and conditions of this Agreement. Customer may not allow access to, or in any other way make the Services available to third parties other than as permitted by section 2.1. Customer shall not attempt to modify, adapt, reverse compile, decrypt, extract, disassemble or otherwise reverse engineer any part of the Services. 2.1. Authorized Users. Customer shall be permitted to allow an employee or an Affiliate the right to access and use the Services provided that such grant of rights is solely for the Customer's internal, business operations and in accordance with the terms and conditions of this Agreement. Customer shall be permitted to allow a Contractor the right to access and use the Services solely to the extent required to permit the relevant Contractor to fulfil its contracted obligations to Customer and provided that prior to granting any rights, the Customer has provided the Supplier with: (a) details of the Contractor, including company name, registered office and contact details for a member of the Contractor's senior management; and (b) details of the reason why the Contractor requires the right to access and use the SaaS Services; When Supplier has provided Customer with written approval of the grant of access to the Contractor; Customer may grant access to the Contractor in accordance with the terms of this Agreement. A Contractor granted access by the Customer in accordance with the provisions of this section 2.1, and any employee or Affiliate, are each considered an Authorized User. Customer acknowledges and agrees that it remains liable and responsible for the acts and omissions of each Authorized User, including any default by an Authorized User of the terms and conditions of this Agreement. 2.2. Third Party Software. The use of the Third Party Software in conjunction with the use of the Services by the Customer shall be subject to the Customer's compliance with any Third Party Additional Terms. 2.2.1. The Customer shall indemnify and hold the Supplier harmless against all liabilities, costs, expenses, damages and losses suffered or incurred by the Supplier arising out of or in connection with the Customer's breach of any Third Party Additional Terms, howsoever arising. 3. Supplier Obligations. Subject to the terms and conditions of this Agreement, including the payment of all applicable Fees: 3.1. SaaS Services. Supplier shall provide access to the SaaS Services – one production environment, one non-production environment - to the Customer within five (5) Business Days following receipt of the fully executed Agreement and (if customer’s internal process requires) a purchase order (PO). 3.2. Support and Maintenance and Service Levels. Included in the SaaS Fee, the Supplier will provide Support and Maintenance Services. The Support and Maintenance Service and the Service Level response times are described in Schedule 3 and are subject to the exclusions set forth in section 10.5 hereof. 3.3. Releases, Updates and New Features. Included in the SaaS Fee Supplier will provide periodic modifications, revisions and updates to the SaaS Services (“Maintenance Releases”) and may also issue Critical Maintenance Releases. Supplier will notify Customer of any Maintenance Releases. Supplier may also from time to time make new features or functionality available to the Services which Supplier, in its sole discretion, does not incorporate into the Services without additional charge (“Additional SaaS Services”), and Customer may purchase Additional SaaS Services pursuant to the terms and conditions set forth in a Statement of Work. 3.4. System Environment. Supplier will install and maintain the System Environment with which the Services operate. The Customer is responsible for the connection to the System Environment. 3.5. Professional Services. From time to time, Customer may request, and Supplier may offer, other Professional Services which will be detailed in a Statement of Work and charged at Supplier’s then-current standard consultancy rates. 4. Customer Obligations. 4.1. Prices and Payment. Customer will pay Supplier the SaaS Fees and any other Fees as set out in the relevant Schedules and any subsequent executed Statements of Work. Unless otherwise provided in a Statement of Work, SaaS Fees and any Managed Services Fees shall be payable in advance and will be invoiced every twelve (12) months, beginning with the Agreement Date. Payment is due within thirty (30) days after receipt of each invoice unless otherwise agreed in the respective Schedule or Statement of Work. Customer must notify Supplier of any dispute in relation to an invoice within 15 days of the date of receipt of the invoice or the invoice shall be deemed to be accepted as due and payable in accordance with this section 4.1. All prices are listed exclusive of sales, services or use tax, and any other applicable taxes or duties, which shall be payable by Customer. All fees are subject to an automatic increase every anniversary of the Agreement at the same rate as the latest published CPI during the previous twelve (12) months as published by the National Statistics or similar official public body. 4.2. Late Payment. If an amount payable under this Agreement is not paid by the due date (except when such amount is disputed in good faith and as provided in section 4.1), Customer shall pay: (a) interest on outstanding amounts from the due date until the date of actual payment, at the rate of one and one-half percent (1.5%) per month; and (b) for any administrative charges, costs and expenses (including legal or financial advisors costs and expenses) incurred by Supplier to collect the amounts payable under this Agreement (including any interest). 4.3. Adherence to Policies. Customer shall adhere to Suppliers Acceptable Use Policy as detailed and published by Supplier from time to time. 4.4. Unauthorized Access. Customer shall prevent any unauthorized access to, or use of, the Services and shall notify the Supplier promptly in the event of any such unauthorized access or use. Customer shall employ reasonable and appropriate security measures designed to prevent the introduction of any Virus into the Services. 5. Statement of Work 5.1. The Parties may from time to time agree to Statements of Work (“SOW”). Each SOW shall, together with the Terms and Conditions herein, constitute a separate contract that will be effective upon execution by authorized representatives of the Parties. 6. Change Order 6.1. Either party may propose changes to the scope or execution of the SOW, but no proposed changes shall be effective until a relevant Change Order has been fully executed. A Change Order shall include the effect that those changes will have on the SOW, the SOW Fees or any other term of the applicable SOW. 7. Ownership. 7.1. SaaS Services Technology. Customer acknowledges and agrees that all SaaS Services Technology is and will remain the exclusive property of Supplier or its licensors. Except as specifically set forth in this Agreement, Customer has no right to use the SaaS Services Technology. Customer may not use any information provided by the Supplier to create any software whose expression or function is substantially similar to that of the SaaS Services nor use such information in any manner which would be restricted by any intellectual property right of Supplier. 7.2. Interfaces. Unless Customer has engaged Supplier for Managed Services, if Customer wishes to create interfaces with other software, Supplier shall, following receipt of a written request, provide information regarding the SaaS Services to assist the Customer to create the interface. Such interfaces shall not form part of the SaaS Services and there shall be no obligation on Supplier to maintain such interfaces. 7.3. This Agreement shall not prevent Supplier from entering into similar licenses or agreements with third parties or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. 8. Confidentiality. During the performance of this Agreement, it may be necessary for one Party to disclose to the other certain Confidential Information considered proprietary or confidential by the disclosing Party. Such information will be provided subject to the following terms and conditions: 8.1. Each Party shall protect the Confidential Information of the other Party from disclosure to anyone other than the directors, officers and employees of the receiving Party (and in the case of Supplier, subcontractors of Supplier) who need to have access to such information to perform obligations under this Agreement and who are bound by obligations of confidence that are as stringent as those set out in this section 8, which obligations shall be enforced by the receiving Party. 8.2. Each Party will use the same degree of care to protect Confidential Information of the other Party as it uses to protect its own Confidential Information, but no less than a reasonable degree of care. Neither Party will make more copies of such Confidential Information than necessary. The receiving Party will not have any obligation with respect to any Confidential Information that the receiving Party can establish: (a) is or becomes publicly available through no wrongful act of the receiving Party, with effect from the date when it becomes publicly available; (b) was lawfully obtained by the receiving Party from a third party without any obligation to maintain the Confidential Information as proprietary or confidential; (c) was previously known to the receiving Party without any obligation to keep it confidential; (d) was independently developed by the receiving Party; or (e) must be disclosed in order to comply with applicable law or with the rules of a stock exchange on which it is listed, in each case to the extent of the required disclosure and in no other respect. 8.3. Within fourteen (14) days of a request by the disclosing Party, the receiving Party will return all records and embodiments of Confidential Information, including, but not limited to, documents, records, tapes and any other media as well as all copies thereof in its possession or under its control that contains Confidential Information of disclosing Party. 8.4. Customer is responsible for maintaining the security and confidentiality of the Services, including, without limitation, any user identification codes, authentication codes, logins and passwords and all other security devices and features relating to the Services. Customer shall take all appropriate measures to ensure that no unauthorized person gains knowledge of or has access to any of the security features. 8.5. Notwithstanding this section 8, Supplier may: (a) refer to Customer as a customer of Supplier in Customer lists and sales presentations, (b) subject to Customer’s written consent (which will not be unreasonably withheld or delayed), distribute a press announcement on this new relationship. Supplier shall not refer to Customer in any advertising or promotional material or press release without the prior written consent of Customer. 9. Term and Termination. The term of this Agreement shall begin on the Agreement Date and continue for a period of thirty-six (36) months (“Initial Term”) unless otherwise terminated as provided herein. At the expiration of the Initial Term, the Term of the Agreement shall automatically renew for successive twelve (12) month periods unless a Party gives written notice of termination as provided in section 9.1. 9.1. This Agreement may be terminated by either Party, provided that a period of thirty-six (36) months has elapsed since the Agreement Date. The terminating Party shall give the other Party not less than six (6) months prior written notice to expire at the end of June or at the end of December. 9.2. Upon the occurrence of any of the events set forth below in subsections (a) through (e) (each of which is a "default"), the non-defaulting Party shall have the right to terminate this Agreement immediately upon notice to the Party in default: (a) Customer fails to pay Fees when due; (b) either Party defaults in the performance of, or fails to perform, any of its material obligations under this Agreement, and such default is not remedied, or significant progress is not made towards resolving such default, within sixty (60) days of the receipt of written notice from the non-defaulting Party; (c) a Party is voluntarily or administratively dissolved or a winding up order is made against such Party or a meeting is convened, resolution passed, or any step taken by such Party with a view to the winding-up of such Party; (d) the commencement by a Party of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or the entry of a decree or order for relief in respect of such Party in a case under any such law or appointing a receiver, liquidator, assignee, custodian, trustee, (or other similar official) of such Party that is not discharged within ninety (90) days or for any substantial part of such Party's property, or ordering the wind-up or liquidation of such Party's affairs; or the filing of a petition initiating an involuntary case under any such bankruptcy, insolvency or similar law that is not discharged within ninety (90); or the making by such Party of any general assignment for the benefit of creditors; or the failure of such Party, generally, to pay its debts as such debts become due; or the taking of action by the other Party in furtherance of any of the foregoing; (e) any event or circumstance occurs, which under the law of another relevant jurisdiction has an analogous or equivalent effect to any of the events listed in the above clauses in relation to a Party. 9.3 Except as specifically stated in this Agreement, any termination of this Agreement pursuant to this section 9 shall be without prejudice and shall not serve as a waiver to any other rights or remedies to which a Party may be entitled, hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 9.4 On termination of this Agreement for any reason: (a) Customer’s and any Authorized User’s access to the SaaS Services shall cease; (b) the Parties shall return to the other Party any Confidential Information; and (c) neither Party shall have any further or other liabilities to the other in connection with the provision of the Services, save those provisions which survive termination. 10. Warranties and Indemnification. 10.1. During the Warranty Period, Supplier warrants that the SaaS Services will substantially conform to the Documentation and that all services shall be performed with reasonable care and skill in accordance with relevant industry practice. Supplier’s warranty and obligation is solely for the benefit of Customer, who has no authority to assign or pass through this warranty to any other person or entity. 10.2. If, within the Warranty Period, the Customer notifies the Supplier in writing of any defect or fault covered by the Warranty, Supplier shall, at the Supplier's option, either: 10.2.1. repair or replace the functionality; or 10.2.2. terminate this Agreement immediately by notice in writing to the Customer and refund any of the SaaS Fees paid by the Customer as at the date of termination. 10.3. Supplier shall use reasonable and appropriate security measures designed to prevent the introduction of any Viruses into the Services. 10.4. The Supplier warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement. 10.5. EXCEPT AS PROVIDED IN SECTION 10.1, THE SERVICES AND ALL OTHER SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS, AND SUPPLIER MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF SATISFACTORY QUALITY, FITNESS OR MERCHANTABILITY, WITH REGARD TO THE SERVICES AND ALL OTHER SERVICES. SUPPLIER DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT ALL DEFECTS IN THE SERVICES ARE CORRECTABLE OR WILL BE CORRECTED OR THAT THE SERVICES WILL MEET CUSTOMER’S DATA PROCESSING REQUIREMENTS. THE WARRANTIES PROVIDED IN SECTION 10.1 SHALL NOT BE APPLICABLE AND SUPPLIER SHALL NOT BE REQUIRED TO RESPOND WITHIN THE SERVICE LEVELS AND WILL BE RELIEVED OF ALL OTHER OBILGATIONS AND LIABILITY IF ANY OF THE FOLLOWING EXCLUSIONS APPLY: 10.6. If any allegation is made against Customer claiming that the use of the SaaS Services in accordance with this Agreement (which shall not include use described in the exclusions in section 10.5) infringes third party rights, Customer shall notify Supplier promptly in writing. Supplier shall indemnify and defend Customer and hold it harmless against any award of compensation made by a court of competent jurisdiction following its determination that the use of the SaaS Services under and in accordance with this Agreement infringes the rights of any third party provided that (a) Supplier receives prompt written notice of the claim (it being agreed that any failure by Customer to timely deliver notice shall not modify, limit or eliminate any of Customer’s rights under this Section 10.6 except where such failure or delay materially prejudices Supplier’s ability to defend such claim), (b) Supplier has the right to control the defence of such claim and any related settlement negotiations subject to the requirement that Customer’s written consent shall be required for any settlement that admits liability on Customer’s behalf, and Customer does not make any admissions or do anything that prejudices Supplier’s defence of such claim and (c) Customer provides to Supplier, at Supplier´s request and expense, the assistance, information and authority reasonably necessary to perform Supplier´s obligations under this Section. If a claim is made under this Section 10.6, then Supplier may at its own expense, and in its sole discretion: (i) acquire for Customer the right to continue to use the SaaS Services; or (ii) avoid future infringement by modifying or replacing the SaaS Services to Customer's reasonable satisfaction; or (iii) terminate this Agreement and refund Customer the total Fees paid by Customer to Supplier under this Agreement in the two years prior to the notification of Supplier. 10.7. The Parties agree to comply in all material respects with Applicable Law. 11. Limitation of Liability. 11.1. SUBJECT TO SECTION 11.3, SUPPLIER'S TOTAL LIABILITY, IF ANY, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, ANY STATEMENTS OF WORK, AND ANY AND ALL OTHER AGREEMENTS AND ARRANGEMENTS BETWEEN SUPPLIER AND CUSTOMER RELATING TO ANY OTHER GOODS, SERVICES AND LICENSES ANCILLARY TO OR TO BE USED IN CONNECTION WITH THE SAAS SERVICES (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT OR OTHERWISE AND LIABILITY FOR THE ACTS OF SUPPLIER’S EMPLOYEES, AGENTS AND SUB-CONTRACTORS), SHALL BE LIMITED IN RESPECT OF EACH CLAIM TO THE AMOUNT OF THE TOTAL FEES PAID BY CUSTOMER TO SUPPLIER UNDER THIS AGREEMENT LESS ANY SUMS PAID BY SUPPLIER TO CUSTOMER IN RESPECT OF ANY OTHER LIABILITY IN THE TERM OF THIS AGREEMENT PRIOR TO CUSTOMER BRINGING THAT CLAIM AGAINST SUPPLIER. 11.2. IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY OF THE FOLLOWING LOSSES OR DAMAGES (WHETHER SUCH LOSSES OR DAMAGES ARE FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE AND WHETHER OR NOT THE SUPPLIER IS ADVISED OF THE POSSIBILITY OF LOSS, LIABILITY, DAMAGE OR EXPENSE): (a) LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING FOR LOSS OF PROFITS ON CONTRACTS); (b) LOSS OF OPPORTUNITY; (c) LOSS OF GOODWILL; (d) LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; OR (e) ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED 11.3. Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury resulting from negligence or for fraudulent misrepresentation or for any liability which cannot be excluded by Applicable Law. 12. General. 12.1. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of The Kingdom of Denmark and the Parties irrevocably submit to the exclusive jurisdiction of the Danish courts. 12.2. Dispute Resolution. In the event of any Dispute, either Party may provide the other Party with a Dispute Notice. Upon receipt of a Dispute Notice, the appropriate representatives of the Parties shall use reasonable efforts to resolve the Dispute in good faith. If the Dispute is not resolved by such representatives within five (5) Business Days of the date of delivery of the Dispute Notice the Dispute shall be referred to the next level of management of the Parties, who shall meet within five (5) Business Days to attempt to resolve the Dispute. If the Dispute is not so resolved, the Parties may refer the Dispute to mediation. If either Party does not wish to use, or continue to use, mediation, or if mediation does not resolve the Dispute, either Party may have recourse to a court of competent jurisdiction in Denmark. 12.3. Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: (a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or (b) the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement. 12.4. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the Parties relating to such subject matter. To the extent of a conflict between these Terms and Conditions and a Schedule, these Terms and Conditions shall control. No subsequent purchase order of Customer shall amend or modify this Agreement. Each Party acknowledges to the other that it has not been induced to enter into this Agreement by, nor has it relied upon any representation, promise, assurance, warranty or undertaking (whether in writing or not) by or on behalf of, the other Party except for those contained in this Agreement. No addition to or modification of any provision of this Agreement shall be binding upon the Parties unless approved and signed by an authorized signatory of each Party. 12.5. Force Majeure. Except for each Party's obligations under this Agreement to protect Confidential Information and for payment obligations, neither Party shall be liable for delay or failure to perform its obligations nor shall either Party be held to have breached any of its obligations hereunder by reason of any delay or failure, if such delay or failure is due to any acts of God or of the public enemy, acts of a federal or any state or local government or agency in either its sovereign or contractual capacity, fires, floods, unusually severe weather, collapse of buildings, power failure, failure of telecommunication lines, or other circumstances beyond either Party's control. Any time for performance under this Agreement shall be mutually agreed upon and extended for a period of time equal to any time lost by reason of such delay. Each Party shall promptly inform the other in writing of any such delays and corresponding extension in agreement as soon as reasonably practicable. 12.6. Data Protection. 12.6.1. Each party is responsible for complying with all applicable international, federal, state or provincial data transfer, data protection and privacy laws, including without limitation, the EU data protection legislation implementing the EU Data Protection Directive (until superseded) and the General Data Protection Regulation (EU) 2016/679, as amended or superseded (each, a "Data Privacy Law"). Each party agrees to enter into any other agreements regarding data transfer or protection that may be required in furtherance of compliance with any such Data Privacy Law(s). 12.6.2. Except as expressly provided otherwise, this Agreement does not transfer ownership of, or create any license (implied or otherwise), in any Intellectual Property Rights in any data. 12.7. Insurance. For the duration of this Agreement, Supplier shall maintain appropriate insurance policies with a reputable insurance company to provide adequate cover in respect of its performance of its obligations under this Agreement. 12.8. Conflict of Terms. In the event of a conflict between these Terms and Conditions and a Statement of Work this Agreement will take precedence unless otherwise expressly agreed in writing. 12.9. Survival. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement including sections 1, 4, 5, 7, 8, 9, 10, 11 and 12 shall remain in full force and effect. 12.10. Subcontractors. Supplier shall be entitled to use subcontractors for the services to be provided hereunder, however, Supplier shall remain responsible for the performance of such services. 12.11. Assignment. Customer shall not assign or otherwise transfer this Agreement, whether in whole or in part, without the prior written consent of Supplier, which consent will not unreasonably be withheld. Supplier may transfer or assign this Agreement without consent to an Affiliate, or an entity that acquires all or substantially all of the business and/or assets of Supplier. 12.12. Waivers and Remedies. Except as otherwise stated in this Agreement, the rights and remedies of each Party under this Agreement are in addition to and are not exclusive of any other rights or remedies under this Agreement or the general law and may be waived only in writing and specifically. Delay in exercising or non-exercise of any right under this Agreement is not a waiver of that or any other right. Partial exercise of any right under this agreement shall not preclude any further or other exercise of that right or any other right under this Agreement. Waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term. 12.13. Amendments. No amendment to this Agreement shall be effective unless made in writing and signed by duly authorized signatories of both Parties. 12.14. Notices. All notices, including but not limited to Dispute Notices, between the Parties with respect to this Agreement shall be in writing and delivered by the notifying Party to the recipient Party at the address set forth in the Address For Notice of the respective Parties defined in Schedule 1 by means of internationally recognized overnight commercial courier, valid five (5) days after sending with proof of transmission or receipt. 12.15. Third Parties. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties to this Agreement and their permitted successors and assigns. 12.16. Interpretation. The following rules of interpretation shall apply in this Agreement: (a) References to sections, subsections and Schedules are to the sections, subsections and Schedules of this Agreement. (b) Schedule and section headings shall not affect the interpretation of this Agreement. (c) The Schedules form part of this Agreement, are incorporated herein and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules. (d) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (e) Unless the context otherwise requires words in the singular shall include the plural and in the plural shall include the singular. (f) Reference to a company shall include any legal entity, wherever and however incorporated or established. (g) This Agreement shall be binding on, and inure to the benefit of, the Parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any Party shall include that Party's personal representatives, successors and permitted assigns. (h) In the event that Customer does not comply with its obligations as provided for in this Agreement, Supplier will be automatically relieved of any associated liability and obligation and will be entitled to recover such reasonable additional cost and expense it incurs in association with such non-compliance. Each Party shall use reasonable efforts to mitigate damages under this Agreement. SCHEDULE 1 – DEFINITIONS AND CONTACT INFORMATION PART 1 - DEFINITIONS In this Agreement the following terms shall have the following meanings: Address for Notice the address set out below or such other address as may be notified to the other Party in writing from time to time Affiliate any business entity from time to time Controlling, Controlled by, or under common Control with either Party. Control meaning ownership of at least 50% of shares or votes, or able to bind the affiliated entity in agreements or otherwise. Agreement the Terms and Conditions and all Schedules attached thereto Agreement Date the date set out on the front sheet of this Agreement Applicable Law means federal, state, and local laws, treaties, rules, regulations and conventions of the United States, the European Union and the member nations of the European Union including UK that are directly relevant to the services provided under this Agreement Authorized Users users of the Supported Software in such numbers and to such an extent as set out in Schedule 2 Business Day means a day other than a Saturday, Sunday or public holiday in Denmark when banks are open for business and as further specified in Schedule 3 Confidential Information denotes any and all technical, business or other information disclosed in any manner or form including, but not limited to, business strategies, methodologies, trade secrets, pricing, software programs and materials (including the Supported Software and Supplier Materials), relationships with third parties, customer lists and information regarding customers and vendors, with the exception of information that is not legally capable of protection owing to the nature of the information. Contractor a third party contractor engaged by Customer Critical Maintenance Release a Maintenance Release from Supplier that Supplier deems critical. Supplier provide Customer with 24-hour notice of the down time expected and timeslot. Supplier will make reasonable efforts to fit the down time within the scheduled maintenance hours. An example of a Critical Maintenance Release is one issued due to a potential security vulnerabilities. Dispute any question, dispute or difference that may arise between the Parties in respect of any matter whatsoever arising under or in connection with this Agreement Dispute Notice a written notice provided by a Party to the other Party informing the second Party of a Dispute Documentation means the Online Electronic Reference Manual and any other documentation described under Documentation in Schedule 2 For the avoidance of doubt, the Scope Document as set out in an Order Form, Solution Description, Project Charter or other document does not form part of the Documentation. Expense Fees means the expenses and expense fees described in Schedule 2. Fees the SaaS Fee, Professional Services Fee, Expense Fee and any other fees and expenses due under this Agreement Implementation Fee or SOW Fee the fees in respect of the Implementation Services or other Professional Services as described in Schedule 2 or any relevant SOW Intellectual Property Rights means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world Location the location set forth in Schedule 2 Maintenance Fee the fee payable in respect of the Support and Maintenance Services shall be included as part of the Subscription Fee. Maintenance Patch means fixes to known problems (i.e., bugfixes) and modifications, revisions and updates when needed. Professional Services consultancy services provided by Supplier and described in a Schedule or SOW including, without limitation (i) additional training, (ii) interface, report or business process assistance, (iii) system or data recovery assistance, (iv) upgrade assistance, (v) account reviews, (vi) development of functional gaps with Customer requirements Professional Services Fee means the professional services fees payable calculated using the rates as provided on request, and as updated from time to time. Release means a new version of the software (“Release” or “New Version”) containing periodic updates to the existing features and functionality, and Additional SaaS Services which include new features and functionality. Scope of Use The use of the Supported Software permitted by this Agreement as described in Schedule 2 and as is strictly needed for the Customer to take the benefit of the Supported Software for its own internal operations in the Territory at the Location. SaaS Fee the amount set forth as SaaS Fee in Schedule 2 SaaS Services the hosted version of software programs with the modules and features as described in Schedule 2, and the Documentation, including hosting and Supported Software support SaaS Service Levels the problem description, response times for errors or bugs as well as other performance measures as described in Schedule 3 SaaS Services Technology SaaS Services, including the Supported Software, modules and all other technology that constitute or are provided with the SaaS Services and all enhancements and modifications thereto, together with any materials conceived, discovered, devised or produced, directly or indirectly, by or on behalf of Supplier, in connection with the Supported Software and the services provided hereunder, including customizations, and all Intellectual Property Rights subsisting therein Services the SaaS Services provided by Supplier to Customer Service Levels the problem description, response and solution times for Support and Maintenance Services as described in Schedule 3. Statement of Work a statement of work amending, supplementing or otherwise in respect of any Schedule to this Agreement in such form as may be provided by the Supplier from time to time Supplier Materials software and any materials conceived, discovered, devised or produced, directly or indirectly, by or on behalf of Supplier, in connection with the Supported Software and the services provided hereunder, including customizations, and all Intellectual Property Rights subsisting therein Support Staff means those individuals who perform the Supplier's obligations under Schedule 3 Supported Software the software provided by Supplier to Customer as part of the SaaS Service. The Supported Software does not include interfaces to Customer’s systems and customizations made in connection with Professional Services System Environment the hardware configuration and operating system, software and other requirements on which the Supported Software will operate in the physical data center. The System Environment may be updated from time to time due to maintenance Third Party Additional Terms the terms and conditions for Third Party Software as provided on request. Third Party Software software used and incorporated in the SaaS services. For reference on Third Party Software included and Third Party Software Additional Terms please refer to the Documentation or as provided on request. Territory the territory set out below in Schedule 2 Valid Version means the supported version of the Licensed Materials described on account.configit.com which is updated by the Supplier from time to time. Virus means except for normal license keys anything or device (including any software, code, file or programme) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or device PART 2 - CONTACT INFORMATION Address For Notice Customer Contact person Customer Name Address 1 Address 2 Country Phone: email: Supplier Att. Legal department Configit A/S Midtermolen 3 2100 Copenhagen, Denmark Phone: +45 70 22 67 00 Email: legal@configit.com SCHEDULE 2 SAAS SERVICES – USERS, FUNCTIONS AND FEES Configit Ace® is an intuitive and efficient software platform for aligning the product offering from engineering and sales to manufacturing and service, ensuring the entire organization has accurate configuration data. With Configit Ace®, you create a single, centralized source of configuration truth for enterprise‑wide configuration management. Configit Ace® supports a truly collaborative workflow. Using branching and version control, Configit Ace® enables product modelers from multiple enterprise functions – such as configuration rule administrators in engineering, marketing, manufacturing and service - to work together. Configit Ace® handles large scale models with thousands of rules and configuration options using a declarative product modelling language powered by Virtual Tabulation®. This patented technology enables enterprises to do more with their product configuration data and be more agile in their approach to their markets. Configit Ace® consists of a platform with core functionality (storing data, managing users and providing a common authentication framework) and three function‑based modules which can be subscribed to: Ace® Model for authoring product model data, Ace® Verify for validating the data and Ace® Configure for accessing the product information (configuration, pricing, etc.) through web APIs. Each module has a set of optional capabilities so that the Ace® can be adopted based on your company’s needs today, with the built‑in flexibility to add new capabilities as your business requirements grows. The software platform include: Ace® Platform The Ace® Platform manages users and roles, system settings and provides storage of all runtime‑data (VT packages). Ace® Platform Package API The Ace® Platform exposes a web API used to query Virtual Tabulation® (VT™) Packages on the Plat‑ form, including obtaining information about available packages, their content and their versioning history. The following optional Ace modules can be included in the SaaS service: Ace® Model The Ace® Model module is an enterprise modelling tool that support maintaining product model data such as features, families, rules and translations. Ace® Verify The Ace® Verify module is used to verify, test, validate, and analyse your configuration models before releasing to downstream systems. Ace® Configure The Ace® Configure module contains APIs for building high‑performing scalable configuration applications. The key APIs supports interactive configuration and pricing of configurable products.   The SaaS Service Supplier shall provide access to the SaaS Services for one Production environment and the number of Non-Production environments purchased. Details of the SaaS Service included in this Agreement is detailed below: [Copy in price calculator result to ensure all price metrics are included as functionality] Ace Cloud Egress is the data volume communicated in and out of the chosen Microsoft Azure data center. In the SaaS fee is included 3TB per month. If this is exceeded, Ace Cloud Extra Egress must be purchased. Documentation: Online Electronic Reference Manual of the SaaS Service. For the avoidance of doubt, the Scope Document does not form part of the Documentation. Territory: Territory: Customer’s country SaaS Fees SaaS Fees: EUR/USD/GBP/DKK XX,000, which will be invoiced: 100% On the date of signature of this Agreement and annually thereafter.   SCHEDULE 3 – SUPPORT AND MAINTENANCE FOR SAAS SERVICES Service Centre and Support Hours Service Centre Configit A/S Midtermolen 3 2100 Copenhagen, Denmark Web: support.configit.com Email: support@configit.com Tel: +45 70 22 67 00 Direct: +45 70 22 67 33 Support and Operations Hours 24 x 7 x 365 American Support Desk Atlanta, GA 30328 Number of Customer support contacts: 2 Annual Task and Assistance Call Volume: 20 Maintenance and Software Updates Notification window The Customer will receive notice one week in advance before Supported Software patches, server upgrades, performance patches, and hotfixes (in total: “Maintenance Patches”) are applied to their environments. The advance notice is provided so that the Customer may inform their users of the scheduled downtime and maintenance period. There will be a single email address for notifying the client organization that server patch maintenance will occur. Scheduled Maintenance Supplier may by providing Customer 5 Business Days notice call for and perform maintenance on the following Saturday between 8.00 and 12.00 noon CET. If another timeslot is desired or needed, then it should be agreed upon between the Customer and Supplier. Should the environment due to performance or behavioural issues need downtime, the same windows will be used. Critical Maintenance Supplier may perform a critical maintenance update providing Customer with 24-hour notice of the down time expected and the timeslot. Supplier will make reasonable efforts to fit the down time within the scheduled maintenance hours. Supported Software Upgrades The Supplier releases new version of the Supported Software on regular basis. The Customer must accept upgrading to a new release at least once a year. Planning of the upgrade to new releases should be agreed upon between the Customer and Supplier. The Supplier will inform the Customer of the timing of planned releases for the coming year. Support Process Issue Reporting If the Customer identifies issues that are believed to be defects in the Supported Software the Customer will report the issues through the Support Contact directly to the Supplier's Support Staff and according to the procedures set out below or as may otherwise be requested by the Supplier. The Customer can contact the Support Staff by creating a ticket in the ticketing portal at https://support.configit.com or mailing support@configit.com . The Supplier recommends using the ticketing portal due to predefined fields streamlining communication. Support reported online or by e-mail is called "Online Support". In addition, the Customer can contact the Support Staff by telephone. Support reported via phone is referred to as "Assisted Support". Assisted Support is reserved for timely urgent issues. All support inquiries ("Support Cases") will be registered with a unique ID number in the Supplier's ticketing system, either automatically when an e-mail is sent to support@configit.com or manually by the Supplier. The Customer can submit Support Cases to the Support Staff via Online Support and Assisted Support during the periods detailed in the Support Summary Table under the column heading 'Standard Support'. The Customer shall initiate support calls by e-mail after calling the Support Staff. If the Customer reports an issue that does not arise from an error in a Supplier Supported Software, Support will categorize this as an Assistance Call. Examples are systems not set up or used correctly or users needing clarification of functionality. The type of a Support Case will be decided by the Supplier when the case is closed. The is no limit on the number of issues that the Customer may submit the Supplier during the Term. However, the Customer may only submit the number of Assistance Calls to the Supplier as is detailed in the Support Summary Table, under the column heading "Standard Support and "Annual Assistance Call Volume". The Supplier will not include cases classified with a Low priority in the case volume limit. The Support team does not necessarily have prior knowledge of specific Customer installations, applications and setups. Accordingly, the Customer is obligated to report problems in terms of standard Supported Software features. The Support Contact (as defined below) shall ensure that all problems are validated by checking they are not due to incorrect use of the Supported Software or lack of user knowledge before reporting such problems to the Supplier. Customer shall employ all reasonable endeavors to ensure that Supplier acquires from the Customer all information and material that Supplier considers necessary for problem resolution. Response Time and Ticket Priority The time between when the Customer initiates a call, and the Support Staff responds to the call in the use of the ticket system – whether in the form of e-mail or by telephone. In connection with the first response, the Support Staff should aim to inform the Customer what further information may be required and how case handling will proceed.   Ticket Priority Priority Description Priority 1-SLA: Emergency Used for tickets where a problem or incident prevents the Authorized users from performing critical tasks and where no workaround can be advised immediately. Priority 1 can only be assigned after the first direct contact between the Customer and Supplier Support Staff. Priority 2- SLA: Urgent Used for tickets where a problem or incident prevents the Authorized users from performing important tasks and no workaround can be advised initially. This priority is also used in case of initial urgent tickets (Priority 1 ticket), where a workaround has been advised. Priority 3 –SLA: Normal This priority is used on the majority of reported tickets that are of some importance to the Customer, yet does not hinder significant tasks from being performed. Priority 4 –SLA: Low It is not important to the Customer that the reported ticket is solved. This priority may be used on cases that the Customer reports “for the record” and on cases where the customer is unable to supply requested information or system access. A ticket can be changed by Support Staff from "Urgent" if: • Investigation shows that the Authorized user's assumptions on extend or impact are incorrect • The Customer does not reply to communications or does not supply the necessary needed information • The Customer discontinues engagement with the Support Staff Service Levels: Upon receipt of the problem report, the Supplier shall respond according to the problem severity levels below. The Supplier guarantees the following Response Times for the Support and Maintenance Services in the Service Level Table: Level Description Response 1-Emergency A problem which renders the SaaS Service or a major component of the SaaS Service inoperative, causes a significant and ongoing interruption to the end-user's business activities or causes a severe and unrecoverable loss or corruption of data. This typically means a systems crash or some error that cause the SaaS Service to be unusable Within two (2) hours, the Supplier assigns a Supplier specialist and begins the identification and resolution process 2-Urgent A problem which causes the SaaS Service to be inoperative, disrupted or malfunctioning and which materially interferes with Customer's use of the SaaS Service so that a major business process workaround is necessary Within six (6) hours the Supplier assigns a Supplier specialist and begins the identification and resolution process 3 - Normal Any problem in the SaaS Service which causes the SaaS Service not to function in accordance with applicable specifications, including the Documentation, but which causes only a minor impact on Customer's use of the SaaS Service and for which an acceptable circumvention is available Within one Business Day, the Supplier assigns the problem to case management and tracking and responds. 4 - Low SaaS Service is insignificantly impaired so minor tasks cannot be accomplished and all malfunctions in the SaaS Service which are not included in the other malfunction classifications above including product roadmap items suggested by Customer to Supplier. The Supplier assigns the problem to case management and tracking. Standard: Supplier will provide a monthly report of all support incidences with response times as well as reporting on the monthly performance of the support service. The incident response Standard is measured as detailed below: Incident response % = U / N x100 U = Count of support incidents over last 30 days where response time ≤ SLA by Service Level N = Total number of qualifying support incidents over last 30 days Configit Global Support Service level: >99% Qualifying Support Event: Customer submitting a ticket in ticket handling system (currently: Zendesk), documenting the incident in sufficient detail with evidence where possible. Support Contacts: Access to the Support and Maintenance Services is granted only to authorized, named support contacts at the Customer ("Support Contacts"). As part of the authorization process, the Supplier can require that the Support Contacts participate in Supplier standard Supported Software training. The Support Contacts' role is to screen problem reports from Customer end users and forward problems that cannot be solved locally to the Support Staff with the Supplier. Throughout case handling, the Support Contact remains responsible on the Customer side, even if technical details are exchanged directly between Customer end users and the Supplier Support staff. The Customer Support Contact names are maintained in the online support system. The Support Contacts (for initial reference only): Support Contact name Support Contact location, email & phone number Name 1 - Contact details 1 - Name 2 - Contact details 2 - Customer Escalation: Should escalation become necessary, the below diagram explains how to proceed. All escalations must be in writing and may be followed up by a phone call to the person in the To field of the email: Escalation process Support Team Support Manager Director, Professional Service COO 1st level Cc To 2nd level Cc Cc To 3rd level Cc Cc Cc To Exclusions If (i) Customer is working on the implementation of a new business process which will require Implementation Services; (ii) Customer is in breach of its obligations in respect of problem reporting set out in the Service Level; or (iii) the Problem can be resolved by implementing Maintenance Patch or upgrade to a newer Version; then Supplier shall not be required to respond within the agreed Service levels and Performance Standards. Service Level Commitment The Service Level Commitments (SLC’s) and remedies described hereunder applies to the Customers Production environment of the Supported Software, they do not apply to any Non-Production environment(s). Availability monitoring of the Supported Software Supplier measures the availability, functionality, and performance of the software using Microsoft Application Insight, the leading choice for Azure monitoring. Availability Service Supplier will use commercially reasonable efforts to ensure that the Supported Software will be available 24 hours per day, 7 days per week (“Availability”), excluding when the Services are unavailable due to: • required system maintenance as determined by Supplier (“Scheduled Maintenance”) as well as Critical Maintenance; and • causes outside of the reasonable control of Supplier that could not have been avoided by its exercise of due care, including but not limited to, any outages caused by: (a) the failure of any third-party vendors (e.g., ISP/data centre); (b) the Internet in general; (c) a Subscriber-caused event (e.g., customer collaboration issues such as VPN Setup, Configuration Updates or network firewall whitelisting);; or (d) any emergency or Force Majeure Event.   Service Availability / Uptime Qualifying Event • Testing availability of the SaaS Service from 5 independent geolocated data centres (5 discrete samples per test event). • Making a RESTful GET call to determine service availability. Response Type • Expecting a HTTP200 response. Response Timeout • Response ≤ 5000 ms is considered as Ace Production environment Available (= Up). Monitoring Period • Test event interval is 300-3600 sec, excluding periods of scheduled downtime, using the fastest response received per test event, for reporting. Availability Standard Availability % = U / N x100 U = Count of test events over last 30 days where response time ≤ 5000ms N = Total number of test events SLC >99.5% uptime over a rolling 30-day average. Scheduled Maintenance and Critical Maintenance windows are pre-defined, who will be advised prior to a maintenance window being used according to this Agreement. Disaster Recovery Service Supplier is responsible for the Disaster Recovery (“DR”) of the Production environment. Supplier will start the process of DR when the disaster is declared by Microsoft Azure. Supplier will use commercially reasonable efforts to bring back the Production environment. Disaster recovery is determined by a Recovery Point Objective (RPO) and Recovery Time Objective (RTO). Service Disaster Recovery Qualifying Event • Decision made by Supplier to restore Ace Production environment or any part thereof. • Restore of Customer data is depending on available bandwidth from Microsoft Support and volume of customer data; to restore customer data is NOT included in Suppliers SaaS Service. Response Type • Recovery process will reinstate Ace Production environment according to customer subscription. On completion, services are ready for customer verification. Response Time • Supplier will initiate restore process and rebuilding Ace Cloud <2 hours after decision to perform DR process. • Recovery process complete SLC <24 hours elapsed after decision to perform DR process (excluding Customer data recovery). SLA monitoring Period • Supplier will publish decision to perform DR process and track time to completion (when services are ready for Customer verification). • DR total time will be reported to Customer. Disaster Recovery Standard For determination of DR recovery SLC performance, period of scheduled maintenance and unavailability of Microsoft Azure infrastructure is excluded. Supplier may share DR process test results, conducted annually.   Remedies for not meeting agreed standards If Standards for Availability and Incident Response times are not met in a month, Customer will be entitled, upon written request, to a credit (“Fee Credit”). All credit events listed immediately below are per calendar month. a. If all Standards are met, no Service Level Credit is awarded. b. If Availability is less than 99.5% or Incident Response times are less than 99%, Supplier is eligible for a Service Level Credit of 5%. c. If Availability is less than 99.0% or Incident Response times are less than 97.5%, Supplier is eligible for a Service Level Credit of 7.5%. d. If Availability is less than 98% or Incident Response times are less than 95%, Supplier is eligible for a Service Level Credit of 10.0% Credits are not accumulative and Service Level Credits are calculated based on the largest percentage achieved (b to d above) only. Service Credits Fee Credits are based on the formula: Fee Credit = Service Level Credit * (1/12 current annual SaaS Fees paid). Fee Credits will be Customer’s sole and exclusive remedy in the event of any failure to meet the Service Levels. Service Level Credits will be applied to Customer’s next invoice.