LICENSE, MAINTENANCE AND SUPPORT AGREEMENT

THIS LICENSE, MAINTENANCE AND SUPPORT AGREEMENT ("Agreement") is a legal agreement by and between you ("Licensee") and Network Development Group ("Licensor"). CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO DOWNLOADING AND USING LICENSOR'S SOFTWARE. BY PRESSING THE "I ACCEPT" BUTTON BELOW OR OTHERWISE USING THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSEE SHALL PRESS THE "I DECLINE" BUTTON AND MAY NOT DOWNLOAD OR USE THE SOFTWARE.

LICENSE AGREEMENT

1. DEFINITIONS. Unless otherwise defined herein, the following terms shall have the meanings set forth below:

1.1. "Central Support Services" - means the Internet-based support system provided by Licensor by which Licensor makes available correction of Defects and Enhancements, among other services.

1.2. "Defect" - means a failure of the Software to substantially conform to the functional specifications set forth in the current published Documentation, which is provided generally to Licensor's customers.

1.3. "Derivative Works" - means works of authorship based on one or more pre-existing works of Licensor including Documentation, Software, Enhancements, Updates thereto, in whatever form the work may be recast, transformed or adapted, including translations, ports and screen reformatting.

1.4. "Designated Location" - means the address of Licensee where the Software is authorized to be installed.

1.5. "Designated Operating Environment" - means hardware as configured in accordance with the specifications provided by Licensor to Cisco Systems, Inc. The Designated Operating Environment is described in further detail in the support section of the Licensor's website.

1.6. "Documentation" - means the user manuals, provided to Licensee in connection with the Software that describes the functions and features of the Software and which are provided generally to Licensor's customers.

1.7. "Enhancements" - means any improvements or additions to the Software added after the date of this Agreement. Enhancements do not include new functionality or major enhancements separately priced by Licensor.

1.8. "Maintenance and Support Fees" - means the fees charged for Maintenance and Support services as set out in the Maintenance and Support addendum.

1.9. "Remote Access User" - means those campuses and entities that are part of Licensee's Cisco Networking Academy Program.

1.10. "Software" - means the NETLAB_AE computer software program installed in hardware and all Updates and Enhancements to it.

1.11. "Third Party Product" - means third party software used in the Designated Operating Environment and described in Licensor's website.

1.12. "Updates" - means program logic changes made by Licensor to correct Defects in the Software delivered hereunder.

2. LICENSE GRANT.

2.1. License to Software. Except as otherwise provided herein, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Software and Documentation as set out below. This Agreement shall commence on the date of delivery of the Software to Licensee as evidenced by Licensee's signed receipt package delivery, or, if there is no signed receipt, on the date of shipment of the Software, and shall continue so long as Licensor pays Maintenance and Support Fees under this Agreement. Licensee agrees that this Agreement will automatically terminate if Licensor does not pay such Maintenance and Support Fees.

2.2. Third Party Products. Licensor has chosen a certain environment in which to operate the Software. This Designated Operating Environment includes certain Third Party Products which are provided by Licensor at no charge (except MySQL) along with the Software. Licensee agrees that it must comply with the license terms and conditions of third party vendors of such Third Party Products. An applicable list of the Third Party Products and the license terms and conditions, and details concerning how Licensee can obtain the Third Party Products on its own at no charge (except MySQL), can be found by visiting Licensor's website and clicking on the "Legal Notices" section.

2.3. Use. Licensee's employees and those of Remote Access Users shall have the right to access and use the Software only: (a) in executable code form; (b) installed at the Designated Location and in the Designated Operating Environment; and (c) for their own internal use as part of the Cisco Network Academy Program. Any other use of the Software and Documentation shall constitute an Event of Default (reference 6.1) under this Agreement. Licensee and Remote Access Users may not use the Software commercially such as in the operation of a service bureau or time-sharing, as an application service provider or provide it to a disaster recovery provider; provided that Licensee shall be permitted to charge a reasonable cost recovery fee to Remote Access Users to recover costs associated with allowing such remote access. Licensee and Remote Access Users may not copy, modify, assign, sublicense, sell or rent the Software or create Derivative Works of the Software. Nor may Licensee or Remote Access Users reverse engineer, disassemble, decompile or reverse decompile the Software or change the related operating system. Any rights not expressly granted herein are hereby expressly reserved to Licensor. Licensee understands and agrees that, in order to facilitate quality control, whenever an error message is generated in connection with Licensee's use of the Software, a copy of the error message shall be emailed by Licensee to Licensor. Licensee agrees that Licensee is responsible for Remote Access Users' compliance with the terms of this Agreement.

2.4. Changes. No changes to the Designated Locations or the Designated Operating Environment shall be made without the written consent of Licensor. Licensee may relocate the Designated Location to a new address within Licensee's Cisco Networking Academy by providing written notification to the Licensor. Licensee and Remote Access Users shall not remove the trademarks or other property notices of Licensor or any third party.

2.5. Connectivity Requirements. Licensee understands and agrees that in order for the Software to function and for Licensor to provide Maintenance and Support, including Updates and Enhancements to the Software, the connectivity requirements set out in Licensor's website, as modified from time to time must be met by Licensee.

2.6. Disabling Device. Licensee understands and agrees that in order to protect its intellectual property rights, the Software contains a disabling device that allows Licensor to cause the Software to cease functioning if Licensee or a Remote Access User does not comply with the terms of this Agreement, including Licensee's failure to make payment when due. Licensee understands and agrees that if the Software cannot communicate with Central Support Services systems for a period of 30 days, the Software will be disabled and the license will automatically terminate. If Licensee corrects the problem to Licensor's satisfaction, then Licensor may at its discretion restore connectivity within 5 business days or soon as possible.

3. DELIVERY/ MAINTENANCE AND SUPPORT.

3.1. Delivery/Risk of Loss. Licensee is responsible for any loss, damage or destruction to the Software upon delivery. Replacement of lost or damaged Software shall be at the cost and expense of the party bearing the risk of loss at the time of the loss or damage.

3.2. Maintenance and Support/Customized Software. Maintenance and Support services will be provided to Licensee as set out in the Maintenance and Support addendum to this Agreement. Licensor shall have no obligation to maintain and support the Software if Licensee accesses, attempts to access, modifies or attempts to modify the related underlying operating system or operating system command line interface (shell). In the event that Licensor performs services to customize the Software for Licensee, such customized Software will be licensed hereunder pursuant to an amendment to the services agreement covering such services. Notwithstanding the foregoing, Licensor shall have the right to discontinue Maintenance and Support services for all of its licensees by providing an "End of Life" notice to licensees (including Licensee) at least ninety (90) days in advance of the effective date of the End of Life. In such event, Licensee will no longer be required to pay Maintenance and Support fees in order to continue the license under this Agreement, which license shall be deemed to be perpetual.

4. OWNERSHIP. As between Licensor and Licensee, Licensor shall have exclusive ownership of all Software and all Derivative Works and related materials resulting from performance of additional services that affect the Licensed Materials or Derivative Works and all other intellectual property rights, including patents, copyrights, trademarks, service marks, and trade secrets attributable to the foregoing ( collectively "Intellectual Property"); provided however, that the Intellectual Property shall not include proprietary data delivered to Licensor by Licensee. Licensee shall have no ownership or proprietary right in the Intellectual Property and shall not use the Intellectual Property for any purpose not approved in writing by Licensor.

5. PAYMENTS.

5.1. Fees. In consideration of the license granted under this Agreement, Licensee shall pay Licensor the applicable annual Maintenance and Support Fees. Those Fees shall be due and payable within sixty (60) days of the renewal date of the Maintenance and Support term. The initial Maintenance and Support term begins on the date of shipment of the Software and continues for a period of one year. Thereafter, Maintenance and Support shall automatically renew for subsequent annual renewal terms, unless Licensee provides Licensor with at least sixty (60) days prior written notice of its intent not to renew Maintenance and Support. In the event of non-renewal of Maintenance and Support, Licensee's license rights under this Agreement shall terminate. If Licensee does not pay within the time frame set out above, then Licensor, at its option, may impose a late charge of one and one half percent (1.5%) per month or the maximum rate allowed by law and/or terminate this Agreement.

5.2. Taxes. Licensee understands and agrees that amounts for taxes have not been included in the Maintenance and Support Fees and Licensee agrees to pay all present or future sales, excise, use, value-added or other similar taxes or duties (not including taxes or duties on the income of Licensor) levied or based on payments made pursuant to this Agreement.

6. TERMINATION.

6.1. Termination for Default. Upon breach of any of the terms of this Agreement by Licensee, Licensor may terminate this Agreement by automated disabling of the Software. Further, this Agreement shall terminate automatically if Licensee or a Remote Access User accesses or attempts to access the underlying operating system or operating system command line interface (shell).

6.2. Rights Upon Termination. Upon termination by Licensor for Licensee's default, all amounts under this Agreement shall become immediately due and payable.

6.3. Duties Upon Termination. Upon termination of this Agreement Licensee shall retain no copies of the Software.

7. WARRANTY.

7.1. Limited Warranty. Licensor warrants that for a period of ninety (90) days from shipment the Software shall operate without Defects. THIS LIMITED EXPRESS WARRANTY SPECIFIED ABOVE IS THE ONLY WARRANTY MADE BY LICENSOR AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. THIS WARRANTY IS NON-TRANSFERABLE. LICENSOR DOES NOT WARRANT THAT ENHANCEMENTS AND/OR NEW RELEASES WILL BE COMPATIBLE WITH ANY RELEASE OTHER THAN THE MOST CURRENT RELEASE, NOR DOES LICENSOR WARRANT THAT ENHANCEMENTS AND/OR NEW RELEASES WILL BE COMPATIBLE WITH CUSTOMIZED SOFTWARE.

7.2. Negation of Warranties. The above warranty shall be negated by (a) Licensee's modification of the Software or Documentation, or use of the foregoing in a manner not permitted by this Agreement, (b) Licensee's use of the Software in conjunction with third party software or hardware not provided by Licensor or by Licensor's agent if provided as authorized by Licensor, (c) installation or use of the Software in an environment other than the Designated Operating Environment or access to or attempted access to or modification or attempted modification of the related underlying operating system, or (d) failure to install corrective code or the current version of the Software, including Updates and Enhancement to it.

7.3. Remedies. Remedies for the branch of warranty obligations hereunder shall be limited to replacement or repair of such non-conforming Software or portion thereof. THE FOREGOING SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY MALFUNCTION OR DEFECT IN THE SOFTWARE.

7.4. LIMITATION OF LIABILITY. LICENSOR'S AGGREGATE AND TOTAL LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO LICENSOR FOR MAINTENANCE AND SUPPORT IN THE YEAR IN WHICH THE CLAIM AROSE. IN NO EVENT SHALL LICENSOR HAVE ANY DIRECT LIABILITY TO REMOTE ACCESS USERS. IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS, AND LOSS OF DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. ANY CLAIM AGAINST LICENSOR ARISING UNDER THIS AGREEMENT MUST BE BROUGHT BY LICENSEE ONLY AND NOT BY REMOTE ACCESS USERS.

8. INDEMNIFICATION. The following provisions shall govern the indemnification obligations hereunder with respect to both parties. Notwithstanding the foregoing, if Licensee is a governmental entity, body, institution or agency, and if applicable laws prohibit Licensee from agreeing to, or being bound by, any of the provisions of Section 8.2 as of the effective date of this Agreement, then Section 8.1 shall be deemed void and inapplicable to the extent prohibited or affected by applicable laws, and Section 8.2 shall be deemed void and inapplicable in its entirety.

8.1. By Licensor. Licensor shall indemnify, defend and hold harmless Licensee against any loss, damage or expense actually awarded against Licensee as a result of claims, actions, or proceedings brought by any third party alleging infringement by the Software and Documentation, Updates, and Enhancements relating thereto of any United States of America copyright, trademark, patent, or other proprietary rights, and against its reasonable attorneys' fees and any money damages or costs awarded in respect of any such claim(s) and any suit raising any such claim(s); provided, however, that (a) Licensee shall have given Licensor prompt written notice of such claim and cooperates with Licensor in the defense of the claim. Licensor shall have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. Further, Licensor shall have no liability for any infringement action or claim that is based upon or arises from the matters described in Section 8.2. This Section 8.1 sets forth the exclusive remedy of Licensee against Licensor with respect to any action or claim of infringement under this Agreement.

8.2. By Licensee. Licensee shall indemnify, defend and hold harmless Licensor against any loss, damage or expense incurred by Licensee as a result of claims, actions, or proceedings brought by any third party arising from (a) Licensee's or any Remote Access User's, or their agents' or employees' breach of the terms of this Agreement; or (b) acts of negligence or willful misconduct by any employee, or agent, of Licensee or Remote Access Users; (c) failure of Licensee to install corrective code or the most current version of the Software; or (d) code and/or design specifications furnished by Licensee or its agent. Licensee will indemnify Licensor against its reasonable attorneys' fees and any money damages or costs awarded in respect of any such claim(s) and any suit raising any such claim(s). If the claim involves the intellectual property of Licensor, then Licensor shall be entitled to have sole control over the defense and/or settlement of such claim in the manner and in accordance with the procedure described above, and such election by Licensor shall have no effect upon Licensee's obligations to indemnify and hold harmless hereunder. If the claim does not involve the intellectual property of Licensor then Licensee shall be entitled to have sole control over the defense and/or settlement of such claim and Licensor agrees to cooperate with said defense.

9. RECORDS AND AUDIT. Upon reasonable prior written notice and during normal business hours and no more than once in a twelve month period, Licensor, its agents or representatives, shall have the right at its own expense to visit the premises of Licensee and/or Remote Access Users, including all Designated Locations, if applicable, and any applicable books and records of Licensee and/or Remote Access Users for the purpose of conducting a business and/or technical audit to determine compliance with the terms of this Agreement. Further, Licensor may remotely check compliance with the terms of this Agreement by accessing and reviewing the NETLAB_AE system. Should Licensor find that Licensee and/or any Remote Access User is not in compliance, Licensee shall, in addition to paying additional damages as may be due, be responsible for the costs of the audit and all related expenses.

10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of North Carolina, the United States of America covering contracts made and to be performed in that State, without regard to its conflicts of laws principles and without regard to the United Nations Convention of the International Sale of Goods. Any claim brought under this Agreement shall be brought in a court of competent jurisdiction in Wake County, the State of North Carolina, United States of America.

11. CONFIDENTIAL INFORMATION. Licensee understands and agrees that the Software, Derivative Works and business plans and processes of Licensor constitute trade secrets and confidential information of Licensor ("Confidential Information"). Except as expressly provided herein, Licensee shall not disclose to a third party, nor allow a third party to access or use, the Confidential Information.

12. MISCELLANEOUS.

12.1. Force Majeure. Neither party shall be liable to the other by reason of any failure of performance hereunder (except failure to pay) if such failure arises out of causes beyond such party's reasonable control, despite the reasonable efforts and without the fault or negligence of such party. Any party experiencing such an event shall give as prompt notice as possible under the circumstances.

12.2. Severability. If any provision of this Agreement is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent or, if that is not possible, by substituting another provision that is enforceable and achieves the same objective and economic result. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, INDEMNIFICATION OR EXCLUSION OF DAMAGES OR OTHER REMEDIES IS INTENDED TO BE ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY UNDER THIS AGREEMENT IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES OR OTHER REMEDIES SHALL REMAIN IN EFFECT.

12.3. Waiver. No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach shall not be construed to be a waiver of any succeeding breach or of any other covenant. All waivers must be in writing and signed by the party waiving its rights.

12.4. No Third Party Beneficiaries. The parties agree that this Agreement is for the benefit of the parties hereto and is not intended to confer any legal rights or benefits on any third party and that there are no third party beneficiaries to this Agreement or any part or specific provision of this Agreement.

12.5. Compliance with Laws. Licensee shall comply with all governmental, including federal, state, foreign and local laws, statutes, rules and regulations, including all export, re-export and foreign policy controls and restrictions applicable to this Agreement and in the conduct of its business. Failure to comply with this provision shall constitute a material default under this Agreement entitling the non-breaching party to terminate this Agreement.

12.6. Entire Agreement. This Agreement, including all of its attachments, each of which is incorporated into this Agreement, is the entire agreement between the parties with respect to its subject matter. No amendment to, or change of any provision of this Agreement shall be valid unless in writing and signed by any authorized representative of each party.

12.7. Survival of Provisions. Provisions 4, 6.2, 6.3, 7.4, 8, 10, 11, and 12 and all accrued and unpaid obligations arising hereunder shall survive the termination hereof.

ADDENDUM

MAINTENANCE AND SUPPORT TERMS AND CONDITIONS

1. DEFINITIONS. Unless otherwise defined below, capitalized terms have the meaning set out in the Agreement:

"Current Release" - means the latest version of the Software offered by Licensor generally to the Cisco Network Academy Program including all Updates and Enhancements to it.

2. STANDARD MAINTENANCE AND SUPPORT.

2.1. Error Reporting. Licensee shall report any Defects or make requests for support with respect to the use of the Software to Licensor.

2.2. Annual Software Maintenance. Beginning on the Effective Date and in consideration for payment of the Maintenance and Support Fees described in below, Licensor shall make a good faith effort to maintain the Software described on Exhibit so that it operates without Defects.

2.3. Updates and Enhancements. Licensor shall supply Licensee with Updates released generally to the Cisco Network Academy Program during the term of the Agreement at no charge beyond the Maintenance and Support Fee as Updates are developed. Enhancements to the Software shall be developed at Licensor's sole discretion; any Enhancements released generally to the Cisco Network Academy Program during the term of this Agreement at no charge shall be made available to Licensee at no charge beyond the Maintenance Fees. Updates and Enhancements may not be provided unless payment is current.

2.4. Second Level Support Response Times. Licensor shall use good faith efforts to address the Severity Levels set forth below in the time periods described below:

2.5. Error Severity Levels.

Severity 1: Destroys data or software or causes the application or system to be unavailable for use in a "live" production environment.

Severity 2: Prevents the use of one or more functions or causes the product not to perform as required.

Severity 3: Impedes, but does not prevent, the use of one or more essential functions. May cause the product not to perform in accordance with the product design or specifications.

Severity 4: Impedes the use of non-essential functions or is a cosmetic-related problem.

2.6. Response Time Goals:

Severity 1: Fix or work-arounds available in three days following notification by Licensee. Resolution is usually in the form of patch for system critical errors or the next Update.

Severity 2: Fix or work-arounds available in five days following notification by Licensee.

Severity 3: Fix available in next or future Update as appropriate with notification or update response available in 1 week. Update typically available in 15 to 30 days.

Severity 4: Response available in 1 week. Fix in the future Update or Enhancement if at all.

2.7. On-Site Services. Maintenance and Support does not include any on-site services.

2.8. Remedies. Remedies for Licensor's breach of its obligation to correct Defects shall be limited to replacement or repair of the non-conforming Software. THE FOREGOING SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECT IN THE SOFTWARE.

3. LIMITATION ON STANDARD MAINTENANCE AND SUPPORT.

3.1. Licensee Defects. If Licensee notifies Licensor of a problem and Licensor determines that the problem is due to Licensee's incorrect or improper use of the Software or failure to comply with the terms of this Addendum or the Agreement (as opposed to a Defect in the Software), Licensor shall have no obligation to take any action to correct the problem. At Licensee's request and at Licensor's sole discretion, Licensor may attempt to correct the problem, and Licensee shall pay Licensor the then current time and materials rate for all services provided and all expenses of Licensor associated with performance of those services, whether or not the problem is corrected.

3.2. Current Version. Licensor's obligations under this Addendum shall apply only to the Current Release.

3.3. Third Party Products: Licensor, in order to assist Licensee, may provide Maintenance and Support of Third Party Products, but is under no obligation to do so. Licensee understands and agrees that the Third Party Products are not supported and/or maintained by the Third Party Product vendor. Licensor may add or remove third party products provided that the functionality of the Software is not materially adversely affected.

3.4. Data. Licensor shall have no responsibility for loss of or damage to Licensee's data.

3.5. Modified Software/Customized Software. Maintenance and Support does not cover modified Software or Software used contrary to the terms of the Agreement. Maintenance and Support does not cover problems caused in whole or in part by Licensee's, or its agents', access to, attempted access to, modification of or attempted modification of the related operating system or operating system command line (shell). Maintenance and Support of customized Software is not covered by this Addendum; rather support of customized Software will be covered by mutually agreed upon terms and conditions set out in a separate agreement and separately priced.

3.6. Connectivity Requirements. Licensor shall not be obligated to provide Maintenance and Support if the connectivity requirements described in Section 2.5 of the preceding License terms are not provided by Licensee

.

3.7. Operating System. Access to the underlying operating system command line interface (shell) is not authorized under this Addendum or the Agreement unless specifically directed in writing by Licensor.

3.8. Delay. Licensor shall not be responsible for delays in performance or failure to perform under any provision of the Agreement or this Addendum to the extent such delays or failures result from Licensee's acts or omissions.

4. MAINTENANCE AND SUPPORT FEES/TERMINATION.

4.1. Annual Maintenance and Support for Software. In consideration of the Maintenance and Support services provided under this Addendum and of the continuation of the license in the Agreement, Licensee agrees to pay yearly Maintenance and Support Fees to Licensor, as set forth at http://www.netdevgroup.com/ordering/pricing.html.

4.2. Termination of License. If Licensor or Licensee terminates the Agreement for any reason as to all of the Software, this Addendum shall terminate. If Licensor or Licensee terminates the Agreement for any reason as to a portion of the Software, then this Addendum and the Agreement shall remain in effect for the remaining Software.

5. WARRANTY AND DISCLAIMER.

5.1. Warranty. All services to be provided under this Addendum shall be performed in a professional manner and by qualified personnel. LICENSOR MAKES NO OTHER WARRANTY OF ANY KIND WITH RESPECT TO SERVICES PROVIDED UNDER THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LICENSOR DISCLAIMS ALL OTHER WARRANTIES INCLUDING ALL WARRANTIES OF IMPLIED MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT ENHANCEMENTS AND/OR NEW RELEASES WILL BE COMPATIBLE WITH THE PRIOR RELEASE OR ANY CUSTOMIZED SOFTWARE.

5.2. Disclaimer. Licensor shall not be responsible under this Addendum to provide services, Updates, Enhancements, or any other Maintenance and Support for Software if any of the events set out in Section 8.2 (a), (b), (c) and/or (d) of the Agreement have occurred. The obligation to correct Defects under this Addendum shall commence upon expiration of the Warranty period in the Agreement.

EXHIBIT A

THIRD PARTY PRODUCTS AND TERMS AND CONDITIONS

The Software includes the Third Party Products which are subject to the terms and conditions set out below and to the terms and conditions of the applicable third party license agreement. An applicable list of Third Party Software with license agreements is available at Licensor website.

Third Party Terms and Conditions:

1. NO WARRANTY. BECAUSE THE THIRD PARTY SOFTWARE IS PROVIDED TO LICENSEE AT NO CHARGE , EACH THIRD PARTY VENDOR AND LICENSOR OFFER THE THIRD PARTY SOFTWARE "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT.

2. NO LIABILITY. BECAUSE THE THIRD PARTY SOFTWARE IS PROVIDED TO LICENSEE AT NO CHARGE, EACH THIRD PARTY VENDOR AND LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY DAMAGES ARISING OUT OF THE USE OF THE THIRD PARTY SOFTWARE, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER DAMAGES, INCLUDING FOR LOST OR CORRUPTED DATA, EVEN IF THE THIRD PARTY VENDOR AND LICENSOR HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.

3. Licensee is subject to the terms and conditions of the vendors of Third Party Products which licenses may be viewed on Licensor's website.