SOFTWARE EVALUATION AGREEMENT

Pivotal Software, Inc. (“Pivotal”), 875 Howard Street, 5th Floor, San Francisco, CA 94103 and Name of Licensee (“Licensee”), Licensee Address, agree that this Software Evaluation Agreement (“Evaluation Agreement”) sets forth the general terms and conditions under which Pivotal and Licensee may periodically agree that Pivotal shall loan the items listed on such Schedule(s). In the event of a conflict between a term or condition of this Evaluation Agreement and any terms embedded in the Software, this Evaluation Agreement shall control.

1. DEFINITIONS:  “Documentation” means, collectively, the operating instructions, release notes, user manuals and/or help files for the software in electronic or written form. “Evaluation Period” means the time period set forth in paragraph 4.  “Open Source Software” or “OSS” means software components that are licensed under a license approved by the Open Source Initiative or similar open source or freeware license and which are included in, embedded, utilized by, provided or distributed with the software. “Software” means the object code version of the Pivotal software products, including any third party software product distributed by Pivotal, identified in a Schedule issued under this Evaluation Agreement, including corresponding standard documentation. “Evaluation Order” means a Pivotal quote or order for evaluation Software signed by Licensee.

2. CONFIDENTIALITY: 2.1. Confidential Information: “Confidential Information” means the terms of this Evaluation Agreement and all confidential and proprietary information of Pivotal or Licensee, including without limitation all business plans, product plans, financial information, software, designs, formulas, methods, know how, processes, materials disclosed by either party to the other in the course of performing Services, technical, business and financial data of any nature whatsoever (including, without limitation, any marketing, pricing and other information regarding the Services, and projects for other companies that may be occurring concurrently in Pivotal's offices while Pivotal is performing the Services), or information which is of a nature that a reasonable person would recognize it as confidential. Confidential Information does not include information that is (1) rightfully in the receiving party’s possession without obligation of confidentiality prior to receipt from the disclosing party; (2) a matter of public knowledge through no fault of the receiving party; (3) rightfully furnished to the receiving party by a third party without restriction on disclosure or use; or (4) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Each party shall (1) use Confidential Information of the other party only for the purposes of exercising rights or performing obligations in connection with this Evaluation Agreement, and (2) use at least reasonable care to protect from disclosure to any third parties any Confidential Information disclosed by the other party for a period from the date hereof until 3 years following the termination date of this Evaluation Agreement. Notwithstanding the foregoing, a receiving party may disclose Confidential Information pursuant to a valid order of a court or authorized government agency provided that the receiving party has given the disclosing party prompt notice so that the disclosing party will have an opportunity to defend, limit or protect against such disclosure. Upon written request by the disclosing party, the receiving party shall: (1) cease using the Confidential Information, (2) return or destroy the Confidential Information and all copies, notes or extracts thereof to the disclosing party within 7 business days of receipt of request, and (3) upon request of the disclosing party, confirm in writing that the receiving party has complied fully with these obligations. 2.2. Publicity: Licensee agrees to cooperate with Pivotal in marketing efforts by permitting Pivotal to post Licensee's name and logo on the customer page of Pivotal’s website and other published Pivotal client lists, and use Licensee's name and logo in non-public portfolio materials.

3. TERMINATION: There is no charge to Licensee for use of the Software on the Software during the Evaluation Period. This Evaluation Agreement and any Evaluation Order(s) may be terminated at any time by Pivotal or Licensee at its option.

4. ORDERS: Each Evaluation Order shall detail the specific products licensed by Pivotal to Licensee for evaluation purposes under this Evaluation Agreement. If no Evaluation Period is stated in an applicable quote or order, the Evaluation Period shall be ninety (90) days from the date of shipment by Pivotal.

5. PRODUCT RETURN: In the event of expiration of any termination of this Evaluation Agreement, Licensee must remove and destroy all copies of the Software, including all backup copies, from the server, virtual machine, and all computers and terminals on which the Software is installed or used.

6. WARRANTY: PIVOTAL (INCLUDING ITS SUPPLIER’S) PROVIDES PRODUCT “AS IS” AND MAKES NO EXPRESS WARRANTIES, WRITTEN OR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

7. PRODUCT: 7.1. Licenses: Pivotal grants Licensee a license to use the Software solely for non-production, test and demonstration purposes in the quantities and in accordance with the licensing units described in the applicable Evaluation Order, for the Evaluation Period, provided Licensee complies with this Evaluation Agreement. The foregoing licenses shall be non-exclusive, non-transferable, non-sub-licensable, temporary and limited. Licensee shall not disclose the results of any comparative or competitive analyses, benchmark testing, infringement testing, or analyses of Pivotal’s products to any third party. Licensee shall not, without Pivotal's prior written consent, copy, provide, disclose or otherwise make available Software in any form to anyone other than Licensee's employees, consultants or independent contractors (“Personnel”), who shall use Software solely for Licensee's internal business purposes in a manner consistent with this Evaluation Agreement. Licensee shall be fully responsible to Pivotal for the compliance of its Personnel herewith. Any new revision of Software provided by Pivotal, if any, is governed by this Evaluation Agreement. Pivotal does not provide maintenance or support for the Software under this Agreement. 7.2. Open Source Software: Notwithstanding anything herein to the contrary, Open Source Software is licensed to Licensee under such OSS’s own applicable license terms, which can be found in the open_source_licenses.txt file included in the software, the Documentation or as applicable, the corresponding source files for the software available at https://network.pivotal.io/open-source . Licensee is responsible for complying with any third party terms and conditions applicable to such Open Source Software. These OSS license terms may contain additional rights benefiting Licensee. The OSS license terms shall take precedence over this Evaluation Agreement to the extent that this Evaluation Agreement imposes greater restrictions on Licensee than the applicable OSS license terms, solely with respect to such OSS. 7.3. Ownership: Software is licensed only. No title to, or ownership of, the Software is transferred to Licensee. Licensee may only make one copy of Software for archive purposes only. Licensee shall reproduce and include copyright and other proprietary notices on and in any copies, including but not limited to partial, physical or electronic copies, of the Software. Neither Licensee nor any of its agents or Personnel shall modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, reverse compile or otherwise reduce to human readable form the Software. Any programs that are accompanied by a “break-the-seal” hard-copy license agreement or are obtained after indicating acceptance of a separate license agreement by electronic means shall be governed solely by such license.

8. LIMITATION OF LIABILITY: IN NO EVENT WILL PIVOTAL BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ARISING UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. PIVOTAL’S AND ITS LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS EVALUATION AGREEMENT OR THE PROVISION OR USE OF ANY AND ALL OF THE SOFTWARE AND SERVICES PROVIDED HEREUNDER, WILL NOT, IN ANY EVENT, EXCEED USD$50,000. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER PIVOTAL OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. MISCELLANEOUS: Licensee shall comply with and obtain all authorizations required by U.S. export control laws and all related regulations. Licensee shall not assign this Evaluation Agreement or any right or delegate any performance. This Evaluation Agreement (i) is the complete statement of the agreement of the parties with regard to the subject matter hereof; (ii) may be modified only by a writing signed by both parties; (iii) is governed by the law of the State of California, excluding its conflict of law rules and The U.N. Convention on Contracts for the International Sale of Goods; (iv) applies to services provided in the absence of a separate, signed agreement; and (v) shall control in case of an inconsistent or conflicting term set forth on an Evaluation order. No waiver shall be deemed a waiver of any prior or subsequent default hereunder. If any part of this Evaluation Agreement is held unenforceable, the validity of the remaining provisions shall not be affected.