REVENUE PREMIER® LICENSE AGREEMENT This Revenue Premier License Agreement ("Agreement") is made this ___ day of ___________, 20__ (the “Effective Date”) by and between REVENUE SOLUTIONS, INC. ("Licensor" or “RSI”), a corporation formed under the laws of the Commonwealth of Massachusetts, with its principal place of business at 42 Winter Street, Pembroke, MA 02359, and _____________________ (as further specified below, "Licensee"), with its principal place of business at _________________________. WHEREAS, Licensee wishes to obtain a nonexclusive right to use the software product developed by Licensor, and known as Revenue Premier; WHEREAS, Licensor wishes to grant Licensee a __________ [perpetual or term/limited use], nonexclusive, nonsublicenseable, and nontransferable license to permit Licensee to use the Revenue Premier software; NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee agree as follows: 1. Definitions a. Licensed Software. The term "Licensed Software" means Licensor’s proprietary Revenue Premier computer software program in object code form and as more fully described in Exhibit A hereto. b. Licensee. The term “Licensee” as used herein means the following listed department or agency of the _______________, [insert state, city, or county name] and not any other agency, department or political subdivision thereof: ______________________. [insert agency name] c. Authorized User(s). The term "Authorized User(s)" means those of Licensee’s employees who are authorized by the terms of this License to use the Licensed Software. d. Embedded Third Party Software. The term “Embedded Third Party Software” means software included as part of the Licensed Software that was developed by third parties other than Licensor. e. Integrated Third Party Software. The term “Integrated Third Party Software” means software optionally included as part of the Licensed Software that was developed by third parties other than Licensor. f. Environment. The term "Environment" means all infrastructure items, including network, load balancers and multiple, interactive user computers/workstations connected to a single installed Licensed Software application environment on one or more web, application, batch, database or other server(s), owned, leased, or operated by Licensee or hosted by any third party contracted by Licensee. g. Key Person. The term "Key Person" means a person affiliated with Licensee, designated by Licensee in Section 4 of this Agreement, and authorized by Licensee (i) to receive, retain custody of, and to make one backup copy of the Licensed Software and updates of the Licensed Software; (ii) to coordinate and arrange for the provision of any technical support from Licensor needed in connection with the use of the Licensed Software; and (iii) to receive notice from Licensor concerning bulletins, updates, and supplements to the Licensed Software. 2 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential 2. Licenses (a) Production License. In accordance with the terms of this Agreement, Licensor grants to Licensee, and Licensee accepts from Licensor, a __________ [perpetual or term/limited use], nonexclusive, nonsublicenseable, and nontransferable license to: (i) load and run one copy of the Licensed Software listed in Exhibits A and C in machine readable form on one or more servers (as specified on Exhibit A) attached to the Environment for use only by Authorized Users; and (ii) permit no more than the number of Authorized Users specified in Exhibit C to use and access the Licensed Software listed in Exhibits A and C, subject to the terms and conditions of this Agreement. The production license granted herein does not extend the use of the Licensed Software in non-production environments for uses such as development, testing or training. (b) Non-Production Licenses. Licensor has offered Licensee additional licensed use rights for the Licensed Software as set forth on Exhibit C hereto. For each additional use set forth below, Licensor hereby grants Licensee additional license rights (as may be applicable) to: (i) Development Use: load and run one copy of the Licensed Software on an additional environment to be used for development purposes only; (ii) Training Use: load and run one copy of the Licensed Software on an additional environment to be used for training purposes only; (iii) Testing Use: load and run one copy of the Licensed Software on an additional environment to be used for testing purposes only; and, (iv) Disaster Recovery Use: load and have on standby one copy of the Licensed Software on an additional environment to be used for purposes of recovery from system outages on the production environment. 3. Ownership of Licensed Software Licensor warrants and represents that, except for the Embedded Third Party Software and Integrated Third Party Software, it is the sole owner and copyright holder of the Licensed Software. Licensor warrants and represents that it has the right and authority to grant the rights and licenses to the Licensed Software as set forth herein. 4. Installation, Maintenance and Technical Support Licensee, or Licensor as contracted, will install the Licensed Software on the Environment. Technical support for and maintenance of the Licensed Software and updates to the Licensed Software are subject to the terms and conditions of a separately executed Licensed Software Maintenance and Support Addendum, a copy of which is attached hereto as Exhibit B. All requests for technical support must be made by Licensee's Key Person. For purposes of this Agreement, Licensee designates the following person to be its Key Person: _______________. Licensee's Key Person can be reached at the following telephone number during regular business hours: (____) _______________. Licensee agrees to notify Licensor upon a change in the identity of its Key Person. 5. User Manuals and Documentation a. Access to Manuals. Licensor acknowledges that the user manual is an integral part of the software that makes up the Licensed Software and is necessary for the proper use and application of the Licensed Software and updates to the Licensed Software. Licensor agrees to provide current user manuals and documentation with the Licensed Software for use by Authorized Users at computers/workstations at which the Licensed Software can be accessed on the Environment. User manuals and documentation will be provided either by electronic transmission or on a machine readable medium. 3 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential b. Limited Right to Print or Copy Manual or User Documentation. The license granted in Section 2 of this Agreement does not include the right to copy the user manual or documentation for use with the Licensed Software. Provided, however, Licensee is permitted to print or make a reasonable number of copies solely for use by Authorized Users. Licensee acknowledges and agrees to advise Authorized Users that any unauthorized duplication of the manual, documentation, or updates thereto is prohibited by law, and constitutes an infringement of Licensor's copyright. 6. Title to and Rights in Licensed Software a. Proprietary Rights. The Licensed Software and updates of the Licensed Software are proprietary in part to Licensor and in part to the owners of the Embedded Third Party Software and Integrated Third Party Software, and title to the Licensed Software, and updates thereto, is and shall remain with them. All applicable common law and statutory rights in and to the Licensed Software and updates of the Licensed Software, including, but not limited to, rights in confidential and trade secret material, source code, object code, trademarks, service marks, patents, and copyrights, shall be and will remain the property of Licensor or the owners of the Embedded Third Party Software or Integrated Third Party Software. Licensee shall have no right, title, or interest in such proprietary rights. b. Restrictions. Licensee, and any person acting on Licensee’s behalf, are prohibited from distributing, transferring possession of, or otherwise making available the Licensed Software to any person other than the Key Person under the terms of this Agreement and from reproducing and installing the Licensed Software for use on any computers other than the Environment servers and Authorized User’s computers/workstations (based on quantity of seat licenses) designated on Exhibits A and C of this Agreement. Licensee, and any person acting on Licensee’s behalf, is prohibited from reproducing, distributing, or otherwise transferring possession of copies of the Licensed Software. Licensee, any person acting on Licensee’s behalf, and the Key Person: (i) are prohibited from reverse engineering, reverse translating, decompiling or making any modifications, adaptations, enhancements, changes, or derivative works of the Licensed Software (including without limitation the database schemas); (ii) are prohibited from disclosing to or allowing access to, the database design incorporated in the Licensed Software, by third parties; and (iii) shall advise all Authorized Users of all prohibitions and restrictions set forth in this Agreement. However, anything to the contrary herein notwithstanding, Licensee shall be permitted, at its expense, to add additional rules to the Licensed Software. Licensee may not permit outside contractors or agents to use or access the Licensed Software without Licensor’s prior written authorization. Use of or access to the Licensed Software is limited to Licensee for Licensee’s own internal purposes. Without limiting the generality of the foregoing, Licensee shall not: (i) use, access or grant access to the Licensed Software on behalf of third parties, including without limitation any other governmental agency, department or political subdivision; or (ii) use, access or grant access to the Embedded Third Party Software or Integrated Third Party Software for any purpose other than use of the Licensed Software. c. Archival Copy. The Key Person may make one (1) archival copy of the Licensed Softwaresolely for use as a backup on the Environment for which the Licensed Software is licensed. Violation of any provision in this subsection shall be the basis for the immediate termination of this Agreement. 7. Confidentiality Licensor represents and Licensee hereby acknowledges that the object code constituting the Licensed Software and updates of the Licensed Software which is embodied on storage media constitute confidential and trade secret material (collectively hereinafter “Confidential Information”) which is not readily susceptible to reverse compilation or reverse assembly. Licensee and the Key Person shall not attempt to decompile or disassemble the object code of the Licensed Software or updates thereof. Licensee further agrees that it will use its best efforts to prevent decompilation and disassembly of the object code of the Licensed Software and updates thereof by any person or entity by securing and protecting each copy of the Licensed Software or update in a manner consistent with the maintenance of Licensee's rights and by taking appropriate action by instruction or agreement. The user manual, documentation, and all updates thereto 4 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential shall also constitute Confidential Information. Licensee shall not permit third parties to access Confidential Information. Violation of any provision in this Section shall be the basis for the immediate termination of this Agreement. 8. Limited Warranty and Disclaimer of Liability a. Scope of Warranty. Licensor warrants to Licensee that for a period of ninety (90) days from the date of installation of the Licensed Software on the Environment, when used with a recommended hardware configuration, the Licensed Software will perform substantially in accordance with the specifications and documentation supplied with the Licensed Software. b. Disclaimer of Any Other Warranties. THE LIMITED WARRANTY SET FORTH IN SUBSECTION 8(a) IS IN LIEU OF ALL OTHER WARRANTIES. ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. c. Modification or Additional Warranties. Only an authorized officer of Licensor may make modifications to this warranty or additional warranties binding on Licensor, and such modifications or additional warranties must be in writing. Accordingly, additional statements such as those made in advertising or presentations, whether oral or written, do not constitute warranties by Licensor and should not be relied upon as such. 9. Limitation of Remedies a. Replacement Sole Remedy. Subject to Section 16 of this Agreement, Licensor's entire liability and Licensee's exclusive remedy shall be the replacement by Licensor of any Licensed Software or user manual not meeting Licensor's "Limited Warranty." b. Damages Limitation. LICENSOR DISCLAIMS ANY AND ALL LIABILITY FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE OR PROFIT) ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO THE INSTALLATION, USE, OPERATION, OR SUPPORT OF THE LICENSED SOFTWARE OR ANY UPDATE OF THE LICENSED SOFTWARE, EVEN IF LICENSOR HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. c. Limitation on Any Recovery. Subject to Section 16 of this Agreement, Licensee specifically agrees that any liability on the part of Licensor arising from breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal theory shall not exceed any amounts paid by Licensee in fees for the use and maintenance of the Licensed Software. d. Access to Data. Licensor shall not be responsible for or incur any liability as a result of Licensee’s having allowed access to data stored within the Licensed Software by, disclosure of such data to, or sharing of such data with, anyone other than Licensee and its Authorized Users. Licensee agrees to hold Licensor harmless from any claims resulting from or arising out of such access, disclosure or sharing of data, whether under applicable privacy laws or otherwise. Licensee acknowledges that it will be responsible for the overall security of the Licensee’s network environment, or portions thereof under an infrastructure hosting model, in which the Licensed Software is operating. 10. Relationship of the Parties For purposes of this Agreement, Licensee is not an agent of Licensor, and Licensee has no express or implied authority to act on behalf of or make any representations whatsoever on behalf of Licensor. Licensor has no right to control any activities of Licensee outside the terms of this Agreement. 11. Delivery 5 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential Upon execution of this Agreement and receipt of the License Fee set forth herein, Licensor shall deliver to Licensee's Key Person one copy of the Licensed Software and the current user manual and documentation, by electronic transmission on a machine readable medium of Licensor’s choosing. 12. License Fee and Payment Upon execution of this Agreement, Licensee shall pay to Licensor a License Fee calculated in accordance with the Fee Schedule set forth in Exhibit C hereto. 13. Taxes If applicable, Licensee shall, in addition to the other amounts payable under this Agreement, pay any city, county, state, and federal taxes (but excluding taxes imposed on Licensor's income) levied or imposed by reason of the transactions contemplated in this Agreement. Licensee shall promptly pay to Licensor an amount equal to any such tax(es) actually paid or required to be collected or paid by Licensor. 14. Supplements From time to time, Licensor may make available computer programs, new modules and customizations which are compatible with the Licensed Software and which supplement the Licensed Software (“Supplements”). SUPPLEMENTS ARE NOT LICENSED UNDER THE TERMS OF THIS AGREEMENT. 15. Default and Termination a. Procedure. Except as set forth in Subsection 15.b below, in the event either party defaults in any obligation in this Agreement, the other party shall give written notice of such default, and, if the party in default has not cured the default within thirty (30) days of the notice, the other party shall have the right to terminate this Agreement. b. Immediate Termination. Upon the occurrence of any act which under Subsections 5.b, 6.b, or Section 7 of this Agreement gives rise to Licensor's right to terminate this Agreement immediately, Licensor shall have the right, at any time, to terminate the license granted in this Agreement without demand upon written notice. c. Effect of Termination. Upon termination of this Agreement due to Licensee’s failure to pay fees owed to Licensor or Licensee’s breach of Sections 2, 5, 6 or 7 of this Agreement, the license granted under this Agreement to use the Licensed Software is immediately revoked and within five (5) days after such a termination of this Agreement, Licensee shall return to Licensor all copies of the Licensed Software updates and user manuals in Licensee's possession. In the alternative, upon request of Licensor, Licensee shall destroy all such copies of the Licensed Software updates and user manuals and certify in writing that they have been destroyed. TERMINATION SHALL NOT RELIEVE LICENSEE AND AUTHORIZED USERS OF THEIR OBLIGATIONS REGARDING THE CONFIDENTIALITY OF THE LICENSED SOFTWARE AND UPDATES. d. Payments Not Excused. Without limiting any of the provisions contained in Subsections a, b, and c of this Section, in the event of termination as a result of Licensee's failure to comply with any of its obligations under this Agreement, Licensee shall continue to be obligated for any payments due as of the date of termination. Termination of the license shall be in addition to and not in lieu of any equitable remedies available to Licensor. 16. Indemnity Licensor, at its own expense, will defend any action brought against Licensee to the extent that it is based on a claim that the Licensed Software or any update of the Licensed Software used within the scope of this Agreement infringes any patent, copyright, license, trade secret, or other proprietary right (“Infringement Claims”), provided that Licensor is immediately notified in writing of such a claim. Licensor shall have the right to control the defense of all such claims, 6 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential lawsuits, and other proceedings. In no event shall Licensee settle any such claim, lawsuit, or proceeding without Licensor's prior written approval. Licensor shall have no liability for any claim under this Section if a claim for patent, copyright, license, or trade secret infringement is based on the use of a superseded or altered version of the Licensed Software if such infringement would have been avoided by use of the latest unaltered version of the Licensed Software available as an update. Licensee, at its own expense, will defend any action brought against Licensor based on or arising out of Licensee’s use of the Licensed Software, except for Infringement Claims. 17. Arbitration Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any controversy or claim arising out of or relating to this Agreement or to its breach shall be settled by an arbitration administered by the American Arbitration Association and pursuant to its rules, in Boston, Massachusetts, and judgment upon the award rendered in such arbitration may be entered in any court of competent jurisdiction. 18. General a. Complete Agreement; Amendment. Each party acknowledges that it has read this Agreement and any exhibits, understands them, and agrees to be bound by their terms, and further agrees that they are the complete and exclusive statement of the agreement between the parties which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties; provided, however, that Licensor may update or supplement Exhibit B from time to time. b. Notice. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by overnight courier, when received by facsimile or electronic mail, or three (3) days after mailing if mailed by first class mail, registered or certified, postage prepaid, and addressed as follows: To Licensor: Revenue Solutions, Inc. 42 Winter Street Pembroke, MA 02359 Attn: Christopher L. Barlow Fax: 781-826-1324 E-mail: CBarlow@RSImail.com To Licensee: _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ c. Purchase Order. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any purchase order, request for proposals, or invitation to bid, the terms and conditions of this Agreement shall control. 7 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential d. Publicity; Advertising. Licensee understands and acknowledges that Licensor intends to include Licensee’s name in a list of Licensees using Licensor’s software which list may be used in proposals, advertisements, brochures and included on Licensor’s Web site. Licensee hereby consents to such use. e. Governing Laws. This Agreement and performance under this Agreement shall be governed by the substantive laws of the Commonwealth of Massachusetts without regard to its choice of law provisions. f. Limitations Period. No action, regardless of form, arising out of this Agreement may be brought by Licensee more than one year after the cause of action has arisen. g. Severability. If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. h. Assignment. Licensee may not assign or sublicense, without the prior written consent of Licensor, its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part. i. Cessation of Business. Should Licensor cease doing business for reasons other than the acquisition of the business or software by a third party, the license granted in Section 2 of this Agreement shall terminate immediately. j. Waiver. The waiver or failure of Licensor to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. k. Headings. The headings appearing at the beginning of the several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used in the construction and interpretation of this Agreement. l. Survival. Sections 6, 7, 8, 9, 15, 16, 17 and 18 shall survive the expiration or any termination of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 8IN WITNESS WHEREOF, the parties hereto have signed this Agreement effective as of the date first specified above. AGREED: REVENUE SOLUTIONS, INC. ____________________________ Signature Christopher L. Barlow Name Vice President, Operations & CFO Title LICENSEE: ____________________________ Signature ____________________________ Name ____________________________ Title 9 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential EXHIBIT A LICENSED SOFTWARE Revenue Premier Specifications Revenue Premier Enterprise. Includes all modules of the Revenue Premier product platform in a fully integrated suite. Revenue Premier Integrated Tax Processor. Includes software for Channel Management, Entity Identification, Return/Payment Processing, Taxpayer Accounting and Revenue Accounting. The Taxpayer Portal is an optionally licensed component of the Integrated Tax Processor module. Includes the Revenue Premier Shared Services. Revenue Premier Collections Manager. Includes software for Collections Case Management, Enforced Collections and Risk Scoring. Includes the Revenue Premier Shared Services. Revenue Premier Portfolio Warehouse. Includes software for Data Transformation, Portfolio Management and Lead Selection/Scoring. Includes the Revenue Premier Shared Services. Revenue Premier Audit Manager. Includes software for Audit Case Management, Workpapers Toolkit and Statistical Sampler. The Workpapers Toolkit and Statistical Sampler are optionally licensed components of the Audit Manager module. Includes the Revenue Premier Shared Services. Revenue Premier Shared Services. Includes software for a set of shared services which provide flexibility for reusing services, integrating other products and supporting technical infrastructure options. The shared services include: o Decision Analytics/Business Intelligence Framework - Includes software to support a framework of rule-based risk analysis and scoring for tax discovery, audit and collection case lead selection. o Case Management/Workflow - Includes software for case management/workflow support of selected leads, including case creation, assignment, workflow, closure, and history. o Correspondence Management – Includes software to support the definition, generation, distribution (e.g., printing), and history of notices and correspondence. o System Administration and Configuration - Includes software to perform administrative functions on the Revenue Premier system. Administrative functions include configuration of codes tables, parameters, users, security settings, and business rules used by the online and office processes. [To be tailored for each contract based on what is being licensed] Also includes the following third-party software components:  Pitney Bowes Business Insight, Universal Addressing Module (UAM)  Pitney Bowes Business Insight, EngageOne Interactive  Informatica, Identity Resolution  Fair Isaac, Blaze Advisor with 2 Pack of Development Seats and End User Deployment License  IBM WebSphere Portal Server  IBM Web Content Manager  IBM Rational Application Developer for WebSphere – 2 seats PERMITTED SERVERS In the event that the Environment operates as a distributed network system, and comprises multiple servers, Licensee may load and run modules contained in a single copy of the Licensed Software on one or more web, application, batch, database or other server(s) operating as part of the Environment. 10 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential EXHIBIT B LICENSED SOFTWARE MAINTENANCE AND SUPPORT ADDENDUM This Licensed Software Maintenance and Support Addendum (the “Addendum”) is made and entered into this ____ day of ______, 20__ (the “Effective Date”) by and between Licensor and Licensee. In the consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, Licensor and Licensee hereby agree as follows: 1. Scope Of Addendum During the term of this Addendum, as set forth in Section 2, Licensor agrees to provide Licensee standard maintenance and support services, as set forth in Section 3, for the Licensed Software. All terms used herein shall have the meaning set forth in the Revenue Premier License Agreement. 2. Term This Addendum shall take effect upon the Effective Date and shall remain in effect for ___ year(s) (the “Initial Term”). Thereafter, this Addendum shall automatically renew for successive one-year periods (each a “Term”). Provided, however, that a party may elect not to renew this Addendum at the end of any Term by giving written notice to the other party of its intention not to renew at least sixty (60) days prior to the end of the Term. 3. Standard Level Maintenance Services a. Scope of Services. During the term of this Addendum, Licensor will provide Licensee the following Standard Maintenance for the Licensed Software Services (Note: Additional, increased levels of maintenance such as Gold or Platinum Level for partial or fully hosted and/or managed solution services is incremental to the Standard Maintenance scope of services): i. Corrections of substantial defects in the Licensed Software so that the Licensed Software will operate as described in the user manuals provided to Licensee with the Licensed Software. ii. Periodic updates and enhancements of the Licensed Software that may incorporate (A) Enhancements, and (B) corrections of Defects. iii. Periodic updates to the product documentation. iv. Live toll free telephone support (available at 888-826-1324) between the hours of ______ and ______, ______ through ______, excluding ______ [support hours as contracted], and e-mail support (available at RPSupport@RevenuePremier.com) to assist Licensee in using the Licensed Software. v. Phone and email support requests may be submitted at any time, and will be processed by Licensor during the stated hours noted above. If submitted during the stated hours, acknowledgment of support requests will occur within one hour of submission. If submitted outside of the stated hours, acknowledgment of support requests will occur by 8:00 a.m. Pacific Time Zone, the next business day. Acknowledgment of support requests involves either a phone or email response to the requestor by the Licensor. vi. In consultation with the Licensee, Licensor will assign a priority to new issues according to the definitions in the table below. 11 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential PRIORITY DEFINITION ACTION P1 Production operations affecting high impact business processes are down as a result of Licensed Software failing to function as specified in the product documentation. It has also been determined that no acceptable workaround to this issue exist to remedy the situation. Top priority will be given to the issue and all necessary resources will be immediately assigned. If applicable, an e-patch will be released as soon as the issue has been resolved. P2 Significant product functionality impacting some business processes is not working as defined in the product documentation, however the majority of functionality and primary operations are working or the issue has been deemed less impactful than a P1. It has also been determined that no acceptable workaround to this issue exist to remedy the situation. High priority will be given to the issue and all necessary resources will be assigned to the issue. If applicable, an e-patch will be released as soon as the issue has been resolved. P3 Minor product functionality is not working as defined in the product documentation. Lower priority is given to the issue and the appropriate resources will be assigned to the issue. If applicable, the resolution will be included in a future release. If a workaround agreed to by the Licensor and the Licensee can be applied, then the priority may be downgraded to the next level. vii. When a P1 issue occurs, Licensor will use reasonable efforts to resolve the issue and bring the system back to a functioning state within 24 hours. Licensor expects the following: a. The Licensee to give unrestricted access to the system as well as provide the appropriate staff to assist in the resolution. If the appropriate resources are not provided by Licensee in order to work a P1 or P2 issue, then the issue may be degraded to a P3. b. The Licensee establishes one senior level primary point of contact (e.g., manager or supervisor) that will: i. In conjunction with Licensor support personnel, agree on Priority and action plan; and, ii. Provide a designated Licensee person onsite to provide all coordination. This person must be trained on the Licensed Software and understand its specific Environment(s). viii. Licensee will perform first level triage and be able to provide Licensor application logs along with any error messages in order to diagnose the issue. ix. If a P1 or P2 issue occurs and the Licensee has not performed reasonable triage, to include ruling out Environment(s) issues, and requests Licensor’s support (either onsite or remote) then Licensee may be liable for Licensor’s time and expenses if the issue is determined not to be caused by the Licensed Software. 12 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential x. Any delays caused by Licensee’s triage/resolution activities are out of Licensor’s control, and will impact the issue resolution timeframe. b. Services Not Included. Standard Maintenance Services covered by this Addendum do not include (Note: Additional, increased levels of maintenance such as Gold or Platinum Level for partial or fully hosted and/or managed solution services is incremental to the Standard Maintenance scope of services and may be utilized to cover some or all of the items not included with Standard Maintenance): i. Components that are not covered by Licensee’s License agreement or that are offered, at Licensor's sole discretion, to Licensees upon payment of an additional license fee. ii. Custom programming services. iii. On-site support. iv. Training. v. Hardware and related supplies. vi. Support for customer specific modifications, compliance programs, business rules or extensions. vii. Release upgrades implementation services where step by step procedures are provided. c. Definitions: i. “Defect” – an error or flaw in the Licensed Software that causes it to operate in a manner inconsistent with its specifications and documentation. ii. “Enhancement” – an enhancement adds functionality to the Licensed Software. 4. Hosting and/or Managed Solution Services (Optional) a. Scope of Services. During the term of this Addendum, Licensor will provide Licensee Hosting and/or Managed Solution Services for the Licensed Software. Such services are incremental to the Standard Maintenance described above in Section 3: Standard Level Maintenance Services. The additional scope of services provided to Licensee consist of the following [To be tailored based on what, if any, additional services are being contracted]: i. Infrastructure Hosting, Performance Monitoring and Maintenance ii. Hardware and Software License Management iii. Establishment and Management of Production and Non-Production Environments (e.g., Development, Testing, Training and Production) iv. Software Upgrades (when available and as coordinated with the Licensee) v. Periodic Security Vulnerability Scans and Penetration Testing vi. System Operations Support (e.g., execution and monitoring of daily system processes) vii. Database Administration (e.g., database monitoring, backups and optimization) viii. Providing increased level of telephone maintenance and support, defined as _______________. Note: The Licensee will provide first level Help Desk Support services and triage in order to determine if the issue/defect is related to the Licensed Software or unrelated (e.g., issue with the Licensee's own network, issue with desktop/workstation, etc.). 13 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential ix. Annual System Configuration Changes (e.g., changes in tax rates and forms/notices changes). Note: Hours to support annual system configuration changes are contracted (i.e., budgeted and capped) on an annual basis. The annual capped budget is _________ hours. This capped annual budget may be modified as necessary for each successive Maintenance and Support Addendum term (i.e., annually). 5. Supplements From time to time, Licensor at its sole discretion may make available to Licensee Supplements to the Licensed Software that Licensee may license from Licensor upon payment of the license fee established by Licensor. 6. Maintenance Fee The maintenance fees during the Initial Term are as set forth on Schedule 1 to Exhibit B to the Revenue Premier License Agreement. For each successive Term, the maintenance fees for Standard Level Maintenance shall be twenty-five percent (25%) of the then current list price calculated for each component, quantity thereof, and licensed use of the Licensed Software. Licensor shall provide Licensee notice of any increases in the maintenance fees at least sixty (60) days prior to the start of each successive Term. For each successive Term, the maintenance fees for any Hosting and/or Managed Solution Services shall be defined and agreed to by Licensor and Licensee in each successive Maintenance and Support Addendum. Licensor and Licensee shall agree to the scope of services and maintenance fees at least sixty (60) days prior to the start of each successive Term. All maintenance fees shall be due and payable in full prior to the commencement of a Term. 7. Obligations of Licensee a. Licensee Contact. Licensee shall notify Licensor of Licensee’s designated Key Person. Licensee's communications with Licensor will be through the Key Person. b. Installation. Licensee agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements, for the Licensed Software in accordance with the instructions and in order of receipt from Licensor. Licensee understands and acknowledges that Licensor is not obligated to provide maintenance or support for the Licensed Software if Licensee is operating a version of the Licensed Software that is not updated to within two releases of the most currently available release of the Licensed Software. c. Facility and Personnel Access. Licensee agrees to grant Licensor access to Licensee's facilities and personnel concerned with the operation of the Licensed Software to enable Licensor to provide services. d. Error Documentation. Upon detection of any error in the Licensed Software, Licensee, as requested by Licensor, agrees to provide Licensor a listing of output and any other data, including databases and backup systems, that Licensor reasonably may request in order to reproduce operating conditions similar to those present when the error occurred. 8. Termination a. Event of Termination. Licensor shall have the right to terminate this Addendum and all services provided pursuant to this Addendum (i) upon termination of the Revenue Premier License Agreement by either party for any reason, 14 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential and (ii) if Licensee or its employees or agents violate any material provision of this Addendum and Licensee fails to cure such violation within thirty (30) days after receipt of written notice from Licensor. 9. Incorporation of License Terms This Addendum shall be subject to the terms and conditions of the Revenue Premier License Agreement between the parties hereto. AGREED: REVENUE SOLUTIONS, INC. LICENSEE: ____________________________ ____________________________ Signature Signature Christopher L. Barlow ____________________________ Name Name Vice President, Operations & CFO ____________________________ Title Title 15 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential Schedule 1 to Exhibit B MAINTENANCE FEE SCHEDULE 1. PRODUCTION COPY Components Quantity Unit Price Extended Price Revenue Premier Enterprise ______ $__________ $__________ Revenue Premier Integrated Tax Processor ______ $__________ $__________ Revenue Premier Integrated Tax Processor - Taxpayer Portal (Optional) ______ $__________ $__________ Revenue Premier Collections Manager ______ $__________ $__________ Revenue Premier Portfolio Warehouse ______ $__________ $__________ Revenue Premier Audit Manager ______ $__________ $__________ Revenue Premier Audit Manager - Workpapers Toolkit (Optional) ______ $__________ $__________ Revenue Premier Audit Manager - Statistical Sampler (Optional) ______ $__________ $__________ Total: $__________ 2. NON-PRODUCTION COPIES Components Quantity Unit Price Extended Price Revenue Premier Enterprise ______ $__________ $__________ Revenue Premier Integrated Tax Processor ______ $__________ $__________ Revenue Premier Integrated Tax Processor - Taxpayer Portal (Optional) ______ $__________ $__________ Revenue Premier Collections Manager ______ $__________ $__________ Revenue Premier Portfolio Warehouse ______ $__________ $__________ Revenue Premier Audit Manager ______ $__________ $__________ Revenue Premier Audit Manager - Workpapers Toolkit (Optional) ______ $__________ $__________ Revenue Premier Audit Manager - Statistical Sampler (Optional) ______ $__________ $__________ Total: $__________ 16 ID # 401472v04/9679-1/ 08.18.2017 RSI Confidential EXHIBIT C LICENSE FEE SCHEDULE 1. PRODUCTION COPY Components Quantity Unit Price Extended Price Revenue Premier Enterprise ______ $__________ $__________ Revenue Premier Integrated Tax Processor ______ $__________ $__________ Revenue Premier Integrated Tax Processor - Taxpayer Portal (Optional) ______ $__________ $__________ Revenue Premier Collections Manager ______ $__________ $__________ Revenue Premier Portfolio Warehouse ______ $__________ $__________ Revenue Premier Audit Manager ______ $__________ $__________ Revenue Premier Audit Manager - Workpapers Toolkit (Optional) ______ $__________ $__________ Revenue Premier Audit Manager - Statistical Sampler (Optional) ______ $__________ $__________ Total: $__________ 2. NON-PRODUCTION COPIES Components Quantity Unit Price Extended Price Revenue Premier Enterprise ______ $__________ $__________ Revenue Premier Integrated Tax Processor ______ $__________ $__________ Revenue Premier Integrated Tax Processor - Taxpayer Portal (Optional) ______ $__________ $__________ Revenue Premier Collections Manager ______ $__________ $__________ Revenue Premier Portfolio Warehouse ______ $__________ $__________ Revenue Premier Audit Manager ______ $__________ $__________ Revenue Premier Audit Manager - Workpapers Toolkit (Optional) ______ $__________ $__________ Revenue Premier Audit Manager - Statistical Sampler (Optional) ______ $__________ $__________ Total: $__________