NEXTGATE SOFTWARE LICENSE AGREEMENT (FOR MICROSOFT AZURE MARKETPLACE OFFERING) This Software License Agreement ("Agreement") is between NextGate Solutions, Inc., a California corporation ("NextGate"), and the end user customer ("you" or "Customer") who has requested a license to use the NextGate software product identified below (the "NextGate Software") purchased through the Microsoft Azure Marketplace. By selecting the "accept" option, downloading, installing, copying or otherwise accessing or using the NextGate Software, you are agreeing to be bound by the terms of this Agreement. If you are an individual agreeing to the terms of this Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity and "you" or "Customer" shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you may not use the NextGate Software. Further, this Agreement creates a contractual framework under which Customer may purchase, directly through NextGate, professional services and/or subscription licenses for add-on services, in connection with the NextGate Software purchased through the Microsoft Azure Marketplace. For clarity, such additional purchases are available directly through NextGate and not through the Microsoft Azure Marketplace. 1. ORDER FORMS. 1.1 Initial Order Subject to Acceptance by NextGate. Following Customer's submission of the ordering document through the Microsoft Azure Marketplace ("Initial Order"), NextGate shall have the right to review the Initial Order and in its sole discretion, in accordance with its own internal criteria, accept or reject the Initial Order. 1.2 Supplemental Order Forms. At any time after NextGate's acceptance of the Initial Order, Customer may request to receive professional services and/or subscription licenses for add-on services from NextGate directly ("Supplemental Services"), on the terms set forth in this Agreement. Upon signature, by the duly authorized signatories of you and NextGate, of the order form reflecting the additional terms of the Supplemental Services ("Supplemental Order Form"), a new agreement shall be formed between the parties whereby the terms of the Supplemental Order Form shall be incorporated into the Agreement as if written out in full herein. 2. LICENSE AND SUPPORT. 2.1 Limited License for Software and Documentation. For the avoidance of doubt, the NextGate Software is licensed and not sold. Upon NextGate's acceptance of an Initial Order, and any fully executed Supplemental Order Forms for subscription licenses for add-on services, and subject to Customer's compliance with this Agreement, including payment of the applicable Subscription Fees (as described in Section 4, below), NextGate hereby grants to Customer a non-exclusive, non-transferable, limited license, without right to sublicense, alter or modify (a) NextGate's proprietary software, as described in Section 2.2 below and in any Supplemental Order Form, in object-code form only (collectively, the "NextGate Software"); and (b) to the extent applicable and available, any user guides, online help files and other documentation provided by NextGate (collectively, the "Documentation") in connection with the NextGate Software. The NextGate Software and Documentation are solely for Customer's internal use only and are nontransferable except as expressly permitted under this Agreement. 2.2 Use Restrictions. 2.2.1 During the Subscription Term (as described in Section 3.1, below), Customer is authorized to use the following listed NextGate Software. Customer may only use NextGate Software in Customer's own Microsoft Azure cloud instance. For clarity, the cloud instance is not provided by NextGate. Customer's use will be limited as follows: NextGate Software: MatchMetrix EMPI Number of Production Nodes: 1 Virtual Machine ("VM") Number of Development / State Nodes: 1 VM (This VM may not be used for other than Dev/Stage purposes) EUIDs: Enterprise Unique IDs ("EUIDs") are capped at 100,000 maximum 2.2.2 Customer shall not exceed its usage beyond the limits as set forth in Section 2.2.1, above. NextGate may audit Customer's use of the NextGate Software. 2.2.3 Customer shall not: (a) reproduce, publicly perform, publicly display or copy any or all of the NextGate Software or Documentation; (b) sublicense, sell, loan, rent, pledge, assign, share, or otherwise transfer or assign any or all of the NextGate Software or Documentation; (c) extract, disassemble, decompile, reverse engineer, modify or create derivative works based upon any or all of the NextGate Software; or (d) use the NextGate Software in any service bureau or other shared or third-party facility management, application service, data processing or similar arrangement. 2.3 Initial Training and Implementation Bundle; Ongoing Support. NextGate will provide up to 16 training and/or implementation hours to assist Customer with its installation of the NextGate Software in Customer's Microsoft Azure instance. After Customer installs the NextGate Software, NextGate will provide support services pursuant to NextGate's Support Terms for the Microsoft Azure Marketplace Offering, as updated from time to time, which can be found at NextGate's Microsoft Azure site. Customer shall directly contact NextGate if Customer wishes to purchase any further professional services. 3. DURATION OF LICENSE. 3.1 The NextGate Software licensed under the Initial Order is granted on a subscription basis and will begin on NextGate's acceptance of the Order and continues for a period of 1 year ("Initial Subscription Term"). At the end of the Initial Subscription Term, the NextGate Software license will automatically renew for successive renewal terms (each, a "Renewal Term" and together with the "Initial Subscription Term", the "Subscription Term"), at NextGate's then current list pricing, unless either party provides written notice of its intent not to renew at least 90 days' prior to the expiration of the then-current Subscription Term. Any additional NextGate Software licensed under any Supplemental Order Form will begin on the full execution of the Supplemental Order Form and will be coterminous with, and renew under the same conditions as, the rest of the NextGate Software licensed under this Agreement. 4. PAYMENTS. 4.1 Subscription Fee; Payments. Upon NextGate's acceptance of the Order, Customer shall pay the subscription fees for the Initial Subscription Term in the amount as set forth in the Order, which renews at NextGate's then-current list pricing. Any other pricing and payment terms not set forth in this Agreement are set forth in the Microsoft Services Agreement and the applicable Order forms. All monetary amounts are expressed and payable in U.S. dollars. All Fees stated or referred to in the Agreement and Order forms are exclusive of Tax (if any). 5. OWNERSHIP. 5.1 As between NextGate and Customer, NextGate reserves and retains all right, title and interest in and to the NextGate Software, deliverables, work product, and Confidential Information, and all intellectual property rights related thereto. As between Customer and NextGate, Customer reserves and retains all right, title and interest in and to the Customer's data and Confidential Information, and all intellectual property rights thereto. 5.2 Except for the license rights expressly granted in this Agreement, no express or implied license, right or interest in or to any intellectual property of NextGate is conferred by this Agreement. If Customer suggests new features or functionality that NextGate, in its sole discretion, adopts for the NextGate Software, such new features or functionality will be the sole and exclusive property of NextGate. Any portion of the Software merged into or used in conjunction with other software or hardware will continue to be the property of NextGate and subject to the terms and conditions of this Agreement. 5.3 NextGate hereby grants to Customer a non-exclusive, non-transferable right during the Subscription Term to use the work product NextGate may prepare or create in the course of performing implementation or other services, subject to the same terms and conditions applicable to Customer's authorized use of the NextGate Software under this Agreement. NextGate retains all right, title and interest in and to NextGate's templates, methodologies, tools, know-how, and any modifications, enhancements or derivative works of the NextGate Software, Documentation, training materials, and NextGate's Confidential Information used to deliver any services and/or incorporated into a deliverable (collectively, "NextGate IP"). To the extent that any of the foregoing rights in the NextGate IP vest in Customer for any reason, Customer hereby assigns and transfers without reservation or rights of reversion all of Customer's right, title and interest in and to any and all of the foregoing NextGate IP without further compensation. Should the foregoing assignment be unenforceable, in whole or in part, for any reason, Customer hereby grants NextGate an exclusive, irrevocable, perpetual, royalty-free, worldwide right and license to use the NextGate IP for any and all business purposes without further compensation or duty of accounting to Customer. 5.4 OPEN SOURCE SOFTWARE. A segregated part of the NextGate Software licensed to Customer includes unmodified open source software (the "Open Source Software"). The list of such Open Source Software, including the website URLs at which you can find the source code for such Open Source Software, can be found in the "About" section of the NextGate Software application. Customer represents that, by accepting the terms of this Agreement and the license, Customer is also accepting the terms and conditions of the Open Source Software license. Customer further agrees that it will not use or modify such Open Source Software in a manner that would obligate NextGate to (i) distribute or disclose any NextGate Software combined, distributed or otherwise made commercially available with such Open Source Software in source code form or (ii) license or otherwise make available such NextGate Software to the public on a royalty free basis. 6. TERM AND TERMINATION. 6.1 Term. This Agreement is effective on NextGate's acceptance of the Order, and continues until terminated by a party, in accordance with the terms of this Agreement. 6.2 Termination without Cause. Unless otherwise set forth in an Order, either party may terminate this Agreement or any Order without cause on 60 days' notice. Licenses granted on a subscription basis will continue for the duration of the Subscription Term, subject to the terms of this Agreement. NextGate will not provide refunds or credits for any partial Subscription Term if the Agreement or an Order is terminated without cause. 6.3 Termination for Cause. NextGate shall have the right to terminate this Agreement, or the applicable portion thereof, upon any breach of this Agreement by Customer, which breach (to the extent it is capable of being cured) is not cured within ten (10) days of Customer's receipt of notice thereof from NextGate. The foregoing notwithstanding, NextGate shall have the right to immediately terminate this Agreement by written notice to Customer upon Customer's breach of Section 2.2 (Use Restrictions) or Section 9 (Confidentiality). 6.4 No Liability for Termination. Customer has considered the possibility that it will incur expenses in preparing for performance of this Agreement and that it will incur expenses and suffer losses as a result of termination of this Agreement, and Customer has nevertheless agreed that NextGate, in exercising its right to terminate this Agreement in accordance with the terms and conditions hereof, shall not incur any liability whatsoever for any damage, loss or expense of any kind suffered or incurred by Customer (or for any compensation to the other) arising from or incident to any such termination or non-renewal, whether or not NextGate is aware of any such damage, loss or expense. Any termination hereof by NextGate shall not limit any rights or remedies available at law or in equity to NextGate nor discharge any obligations which have accrued to Customer as of the effective date of such termination. 6.5 Cessation of Rights on Termination. Upon termination of this Agreement for any reason, Customer shall cease and desist from any further use of the NextGate Software and Documentation, or any portion thereof, and shall decommission, uninstall, and destroy the NextGate Software, as well as destroy any Documentation and Confidential Information of NextGate, as applicable. Upon NextGate's request, Customer shall deliver to NextGate a certificate of destruction executed by Customer's duly authorized officer. 7. INDEMNIFICATION. 7.1 NextGate will defend, at its expense (including reasonable attorneys' fees) Customer against all claims, damages and costs arising out of any third-party claim alleging that the NextGate Software infringes any U.S. trademark, copyright, patent, trade secret or intellectual property right of any third-party ("Infringement Claim") and shall pay all amounts payable by Customer that are specifically attributable to the Infringement Claim under any monetary settlement agreed in writing by NextGate or any final, non-appealable judgment, verdict, or court order entered by a court of competent jurisdiction, provided that: (i) NextGate is given prompt notice of any such third-party claim; provided a failure to promptly notify shall only serve to reduce the indemnity rights to the extent that such failure actually prejudiced NextGate's defense of the claim; (ii) Customer provides reasonable co-operation to NextGate in the defense and settlement of such claim, at NextGate's expense; and (iii) to the extent legally permissible, NextGate is given sole authority to defend or settle the claim; provided the foregoing does not declare fault on Customer without Customer's prior written consent. 7.2 If Customer is prevented from using the NextGate Software due to claims of infringement of any U.S. trademark, copyright, patent, trade secret or intellectual property right, then NextGate shall endeavor to either (a) obtain for Customer the right to continue using the NextGate Software or (b) replace or modify the NextGate Software to make it non-infringing. Notwithstanding the foregoing, NextGate shall have no liability under this Section 7.2 if the alleged infringement arises from (i) any modification to the NextGate Software by Customer or any third-party acting on behalf of Customer, if such claim would have been avoided but for such modification; (ii) the incorporation into the NextGate Software of any customization requested by Customer, where such customization is the cause of such infringement; (iii) a combination of the NextGate Software with any third-party software or equipment not authorized by NextGate, where such combination is the cause of such infringement. 7.3 NextGate shall have no liability to Customer or to any third-party arising from Customer's input or transmission of any personally identifiable information (PII) or protected health information (PHI) through its use of the NextGate Software; and Customer shall indemnity, defend and hold NextGate harmless from any third-party claims, costs or damages arising or resulting from the same. The foregoing indemnity is subject to the following: (i) Customer is given prompt notice of any such third-party claim; provided a failure to promptly notify shall only serve to reduce the indemnity rights to the extent that such failure actually prejudiced Customer's defense of the claim; (ii) NextGate provides reasonable co-operation to Customer in the defense and settlement of such claim, at Customer's expense; and (iii) to the extent legally permissible, Customer is given sole authority to defend or settle the claim; provided the foregoing does not declare fault on NextGate without NextGate's prior written consent. This Section 7.3 shall survive any expiration or termination of the Agreement. 7.4 Customer agrees to indemnify and hold NextGate and its Affiliates harmless from (i) any and all claims that any improper medical treatment resulted from Customer's use or reliance upon the NextGate Software; and (ii) any third-party claims resulting from Customer's unauthorized use or modification of the NextGate Software. The foregoing indemnity is subject to the following: (i) Customer is given prompt notice of any such third-party claim; provided a failure to promptly notify shall only serve to reduce the indemnity rights to the extent that such failure actually prejudiced Customer's defense of the claim; (ii) NextGate provides reasonable co-operation to Customer in the defense and settlement of such claim, at Customer's expense; and (iii) to the extent legally permissible, Customer is given sole authority to defend or settle the claim; provided the foregoing does not declare fault on NextGate without NextGate's prior written consent. This Section 7.4 shall survive any expiration or termination of the Agreement. 8. WARRANTY AND LIABILITY. 8.1 Warranties and Disclaimers. NextGate represents and warrants that, to its knowledge, the NextGate Software does not intentionally include a computer virus, worm, ransomware, or other malicious threats to the NextGate Software. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NEXTGATE DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE NEXTGATE SOFTWARE AND DOCUMENTATION, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CONTENT, QUALITY, ACCURACY, TIMELINESS OF DELIVERY, MERCHANTABILITY, DESIGN OR FITNESS FOR A PARTICULAR PURPOSE. THE NEXTGATE SOFTWARE SHALL BE DELIVERED BY NEXTGATE TO CUSTOMER ON AN "AS-IS" AND "WITH-ALL-FAULTS" BASIS, AND NEXTGATE MAKES NO REPRESENTATION OR WARRANTY THAT THE NEXTGATE SOFTWARE WILL BE ERROR-FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, CUSTOMER ACKOWLEDGES THAT THE NEXTGATE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN HIGH RISK OR HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE IN WHICH THE FAILURE OF THE SOFTWARE WOULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, AND NEXTGATE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. Customer agrees that customer is solely responsible for the results obtained from the use of the NextGate Software. 8.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PARTIES BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION (COLLECTIVELY "LOSSES"), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, AND REGARDLESS OF WHETHER LOSSES ARE SUFFERED BY THE PARTY OR ANY THIRD-PARTY. IN ANY EVENT, EACH PARTY'S ENTIRE LIABILITY FOR ANY LOSS SHALL BE LIMITED TO THE AMOUNTS PAID TO NEXTGATE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8.2 SHALL NOT BE APPLICABLE TO (I) EITHER PARTY'S LIABILITY FOR GROSS NEGLIGENCE, FRAUD, OR WILLFULL MISCONDUCT; (II) CUSTOMER'S LIABILITY RELATED TO CUSTOMER'S MISUSE OR MISAPPROPRIATION OF NEXTGATE'S INTELLECTUAL PROPERTY RIGHTS; (III) CUSTOMER'S LIABLITY RELATED TO UNAUTHORIZED USE OF THE NEXTGATE SOFTWARE; (IV) CUSTOMER'S PAYMENT OBLIGATIONS; (V) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7; OR (VI) CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9. This Section 8.2 shall survive any expiration or termination of the Agreement. 8.3 Interfaced Applications. Customer acknowledges and agrees that the NextGate Software is intended to be used with interfaced applications for which NextGate is not responsible. Customer acknowledges that it is Customer's responsibility to ensure that it has valid license agreements for all interfaced applications and permission to develop interfaces thereto. Customer agrees that NextGate takes no responsibility for the operation or performance of such interfaced applications, or for costs associated with the development of interfaces to such interfaced applications. 9. CONFIDENTIALITY. 9.1 Definition. The term "Confidential Information" means any and all proprietary materials, know-how or other information, in whatever form, tangible or intangible, disclosed by one party hereto ("Disclosing Party") to the other party hereto ("Receiving Party") or learned by Receiving Party that (a) relates to Disclosing Party's business, finances, affiliates, Customers, licensors, customers, products, services, pricing, and intellectual property, and (b) is marked "confidential" or "proprietary" or otherwise is disclosed in circumstances of confidence such that it should be understood by Receiving Party, exercising reasonable business judgment, to be confidential or proprietary; provided, however, that Confidential Information shall not include information which, (i) at the time of disclosure by the Disclosing Party, was already known by Receiving Party, as demonstrated by competent documentary evidence; (ii) after disclosure by Disclosing Party, becomes known from a source other than Disclosing Party, which source is not known by Receiving Party to be under an obligation of confidentiality to Disclosing Party, or (iii) is independently developed by Receiving Party, as demonstrated by competent documentary evidence. Without limiting the generality of the foregoing, Receiving Party acknowledges and agrees that the following information, know-how and ideas are included, without limitation, in the definition of Confidential Information: (A) schematics, techniques, development tools and processes, computer printouts, software programs (including source code), routines and designs, design drawings and manuals, and improvements; (B) information about costs, profits, markets, and sales; (C) plans for future development and new product concepts; and (D) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to Receiving Party by the Disclosing Party, as well as written or verbal instructions or comments. Confidential Information shall remain Disclosing Party's exclusive property. 9.2 Confidentiality. Receiving Party shall use its best efforts to maintain the confidentiality of any Confidential Information of Disclosing Party, shall not use such Confidential Information except as expressly permitted hereunder, and shall not disclose Confidential Information of Disclosing Party to any third-party. Without limiting the generality of the foregoing, Customer shall not use any Confidential Information of NextGate, know-how or trade secrets of NextGate to create or develop any software, module, integrated system or product that (a) is similar to the NextGate Software; (b) has the same or similar functionality as the NextGate Software; or (c) competes directly or indirectly with the NextGate Software, other NextGate software or products or the business of NextGate. The non-disclosure obligations set forth in this Section shall not apply to any Confidential Information which must be disclosed pursuant to applicable federal, state or local law, regulation, court order, or other legal process, provided that Receiving Party has given Disclosing Party prior written notice of such required disclosure and, to the extent reasonably possible, has given Disclosing Party an opportunity to contest such required disclosure at Disclosing Party's expense. 10. MISCELLANEOUS. 10.1 Notices. Any notice required or permitted to be given hereunder shall be sufficient if in writing and delivered in person or by overnight delivery or courier service, or deposited in the mail, registered or certified first class, postage prepaid and return receipt requested, to such address of the other party set forth below or to such other place or places as such party from time to time may designate in writing in compliance with the terms hereof. Each notice shall be deemed given (a) the next business day if delivered personally or if sent by overnight delivery or courier service or (b) five (5) business days after the date of deposit in the mail if sent by mail: a. If to NextGate: NextGate Solutions, Inc. 3579 E. Foothill Blvd., Suite 587 Pasadena, California 91107 USA Attention: Contracts Dept. b. If to Customer: Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact for notices. NextGate may send notices and other information to Customer by email or other electronic form. 10.2 No Third-party Beneficiaries. The parties do not enter into this Agreement for the benefit of any person or entity other than NextGate and Customer. In particular, the parties do not enter into this Agreement for the benefit of Customer's clients or customers, and no person or entity (including such client or customer) is intended to be or shall be deemed to be a third party beneficiary of this Agreement. 10.3 Force Majeure. Neither party shall be liable to the other party for failure or delay in the performance of any of the obligations under this Agreement (except for the obligation to make any payment when due hereunder) for the time and to the extent such failure or delay is caused by reason of acts of God or other cause beyond its reasonable control, including any act of government, riot, war, interruption of transportation, strike or other labor trouble, shortage of labor, fire, storm, flood, earthquake, pandemic, failure of the Internet or similar event or occurrence. 10.4 Assignment. This Agreement is personal to Customer and shall not be assignable by Customer, by merger, operation of law or otherwise, without the prior written consent of NextGate. Any purported assignment or delegation without NextGate's prior written consent shall be void and have no effect. Customer understands and agrees that NextGate may freely assign its rights and delegate its obligations under this Agreement. 10.5 Relationship of the Parties. Neither this Agreement nor any obligations or duties hereunder is intended to create the relationship of principal and agent, or employer and employee between the parties, and under no circumstances will either party be considered to be the partner, agent or employee of the other. Neither party shall act or attempt to act, or represent itself, directly or by implication, as agent, partner or employee of the other party or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of the other party. 10.6 Governing Law and Forum; JURY TRIAL WAIVER. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its rules governing conflicts of laws. Any dispute arising out of this Agreement shall be adjudicated in, and the parties submit to the exclusive jurisdiction and venue of, the federal and state courts located in Los Angeles County, California. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT. 10.7 Injunctive Relief. In the event Customer breaches Section 2.2 (Use Restrictions) or Section 9 (Confidentiality), Customer acknowledges that the damage or imminent damage to NextGate and its business and goodwill would be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, NextGate shall have the right seek injunctive relief, damages and attorneys' fees in a court of competent jurisdiction for any breach by Customer of its obligations under Section 2.2 or Section 9 of this Agreement, in addition to any other relief available to NextGate under this Agreement or under law. 10.8 Waivers and Amendments. This Agreement may be amended, modified, superseded, canceled, renewed, or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either party of any right, power, or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 10.9 Entire Agreement. This Agreement constitutes and is intended to constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, written or oral, with respect thereto. 10.10 Severability; Enforcement. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. 10.11 Interpretation. Headings are included for convenience of reference only, and shall not be used to interpret this Agreement. 10.12 Survival. Any provisions of this Agreement which are intended, by their specific terms or by necessary implication, to survive the expiration or termination of this Agreement shall so survive. In addition, and without limiting the generality of the preceding sentence, Section 2.2 shall survive the termination or expiration of this Agreement for any reason. 10.13 Export Control. Customer agrees to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to export or re-export Software or Documentation or any other software or documentation provided by NextGate in violation of any such restrictions, laws or regulations, or without all necessary approvals. 10.14 Publicity. Except as expressly permitted herein, neither Party will make public announcements or issue press releases relating to this Agreement or the terms of this arrangement without the prior written consent of the other Party.