SDL XOPUS B.V.

Article 1 Definitions

Agreement means this License and Support Agreement and the relevant Order Form.

Confidential Information means this Agreement, the pricing and fees associated herewith, the Software, documentation, information, data, drawings, benchmark tests, specifications, trade secrets, and any other written or electronic information that is either (i) marked as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) not marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information. Confidential Information shall not include information which, as demonstrated by the receiving party, is: (i) publicly available, (ii) lawfully obtained by a party from third parties without restrictions on disclosure, or (iii) independently developed by a party without reference to or use of Confidential Information.

Documentation means all online help files or written instruction manuals regarding the use of the Software;

Infringement Claim means any claim or legal action by a third party claiming that the Software infringes or violates any intellectual property right of any third party.

Order Form means the order form for SDL Software and related maintenance and support services entered into by the parties and referencing this License Agreement. A sample copy is attached hereto as Exhibit B.

Article 2 License and Delivery

2.1 Subject to the terms and conditions of this Agreement, SDL grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable, perpetual license to use the Software solely for Licensees internal business purposes. Licensee may only use the number of copies of the Software expressly authorized by SDL in accordance with the applicable Order Form and may only use such copies on the number of production servers expressly authorized by Xopus. Any third party software provided by SDL to Licensee under an Order Form shall be governed by the license agreement provided by the licensor of such third party software. SDL will make Software licensed under an Order Form available to Licensee by electronic download.

Article 3 Restrictions

3.1 In addition to those prohibitions contained elsewhere in this Agreement, Licensee will not: (a) rent, lease, loan, sell, copy or distribute the Software in whole or in part; (b)remove, alter, obfuscate, and/or otherwise deface any SDL trademarks or notices on the Software; (c) allow any third party to access or use the Software; or (e) modify, decompile, disassemble, reverse engineer or emulate the functionality of and/or create derivative works of the Software. Except as expressly provided by the Agreement, no other licenses or rights are granted, expressly, or by implication or estoppel.

Article 4 Fees; Audit Rights

4.1 Licensee shall pay all fees invoiced by SDL for the Software and related Support services as set out in the applicable Order Form net thirty (30) days from the date of invoice. All fees are stated and payable in EURO. All fees are non-refundable.

4.2 Licensee shall keep complete and accurate books and records of its use of the Software at its principal place of business to demonstrate its compliance with this Agreement. SDL may audit Licensees use of the Software in order to verify compliance with this Agreement. A physical audit shall occur no more frequently than once annually at SDL expense. All audits shall be conducted during regular business hours at Licensees site and shall not unreasonably interfere with Licensees business activities. SDL shall schedule any audit at least thirty (30) days in advance.

Article 5 Term and Termination

5.1 Unless earlier terminated as provided herein, this Agreement grants a perpetual license to the Software.

5.2 Either party may terminate this Agreement (i) upon thirty (30) days prior written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within the thirty (30) day notice period, including without limitation failure to pay any fees due and owing to SDL for the Software; or (ii) immediately if Licensee terminates its business activities or becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors or becomes subject to direct control of a trustee, received or similar authority. Termination shall become effective immediately or upon the date set forth in the written notice of termination and shall be in addition to any other rights or remedies available to SDL at law or equity. Upon termination of this Agreement, Licensee shall immediately return to SDL or destroy all copies of the Software and any documentation, including any copies or partial copies, and certify in writing to SDL that it has done so. Articles 1, 4, 5, 6, 7, 8, 10, 11, 12, and 14 shall survive termination of this Agreement.

Article 6 Warranties

6.1 SDL warrants to Licensee that, for a period of ninety (90) days from the effective date of the applicable Order Form (the Warranty Period), the Software delivered pursuant to such Order Form will perform substantially in accordance with the documentation accompanying such Software. If the Software fails to perform substantially in accordance with the documentation, Licensee must notify SDL in writing within the Warranty Period. If SDL receives such notice within the Warranty Period, SDL shall use commercially reasonable efforts to repair or replace the Software to make it perform in accordance with the documentation. If, after using commercially reasonable efforts, SDL is not able to replace or repair the Software so that it performs substantially in accordance with the documentation, Licensee may terminate this Agreement upon written notice to SDL and SDL shall refund to Licensee the fees paid by Licensee for such non-conforming Software. The foregoing are Licensee's sole and exclusive remedies for breach of this warranty. The warranty set forth in this Article 6(a) shall not apply if: (i) the Software has not been properly installed and used at all times in accordance with the Documentation and supported platforms; (ii) Licensee (either itself or via a third party on its behalf) has modified the Software; or (iii) Licensee has combined the Software with other software or hardware not provided by SDL.

6.2 EXCEPT FOR THE WARRANTY EXPRESSLY SET FORTH IN ARTICLE 6.1 ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY BY SDL AND/OR ANY OF ITS LICENSORS OF ANY KIND. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, SDL AND/OR ANY OF ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEES REQUIREMENTS, OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO SDL AND/OR ANY OF ITS LICENSORS.

Article 7 Limitation of Liability

7.1 IN NO EVENT WILL SDL, ITS DIRECTORS, EMPLOYEES, LICENSORS OR AGENTS BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT, EVEN IF SDL AND/OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SDL LIABILITY TO LICENSEE OR ANY PERSON EXCEED THE TOTAL FEES PAID BY LICENSEE FOR THE SOFTWARE GIVING RISE TO THE CLAIM.

Article 8 Infringement Claims

8.1 SDL will defend and settle any Infringement Claim. Licensee shall give SDL prompt written notice of any Infringement Claim, and SDL shall have the exclusive right to defend any Infringement Claim and make settlements thereof at its own discretion. Licensee may not settle or compromise any Infringement Claim, except with prior written consent of SDL. At SDL's cost, Licensee shall give such assistance and information as SDL may reasonably require to settle or oppose an Infringement Claim.

8.2 In the event that the Licensees use of Software is or may be enjoined, SDL will use reasonable efforts to either: (i) repair or replace the infringing part of Software with a non-infringing version of Software of no less than equivalent functionality; or (ii) obtain a license permitting Licensees continued use of the allegedly infringing part of the Software. If neither (i) nor (ii) are reasonably possible to SDL, then SDL may terminate the Agreement and pay to Licensee an amount not to exceed the amount paid by Licensee for the Software, depreciated on a straight line basis over a forty-eight (48) month period from the date of purchase of the infringing Software. SDL will then be released from any further obligation to Licensee in connection with the infringing part of the Software.

8.3 SDLs obligations set forth in this Article shall not apply to the extent the infringement arises as a result of modifications to Software by Licensee or third parties authorized by Licensee, the combination of the Software with any software or hardware not provided by SDL or if Licensee uses a version of the Software which has been superseded, if the Infringement Claim could have been avoided by using the current version of the Software. This Article states the entire liability of SDL to Licensee with respect to the violation, infringement and misappropriation of intellectual property rights.

Article 9 Support; Maintenance

9.1 If ordered under a Order Form, annual Maintenance and Support services related to the Software are provided under the terms and conditions of Exhibit A Maintenance & Support as attached to this Agreement. Maintenance and Support services will commence on the effective date of the applicable Order Form.

Article 10 Intellectual Property Rights

10.1 The Software contains and/or embodies patents, copyrighted material, trade secrets, inventions and other intellectual property of SDL. All right, title and ownership interests in the Software remain with SDL and its licensors, as applicable.

Article 11 Confidentiality

11.1 Neither party shall, without the prior written consent of the other party, disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other party, during the term of this Agreement and for two (2) years following the expiration or termination hereof. Each party agrees that it will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and each party represents that it exercises reasonable care to protect its own Confidential Information. Each party may only disclose Confidential Information to its employees on a need-to-know basis solely for the purpose of fulfilling its obligations under this Agreement. The receiving party may disclose Confidential Information if required by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the receiving party gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure.

11.2 Licensee acknowledges and agrees that any copying or use of the Software other than as expressly permitted by this Agreement would result in irreparable injury to SDL for which money damages would be inadequate and in such event SDL shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. Nothing contained in this Article or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that SDL may have under separate legal authority.

Article 12 Publicity

12.1 Neither party shall make any disclosure to any other person or issue any press release or other public announcement regarding this Agreement or any relationship between SDL and Licensee or use the name, trademarks or other proprietary identifying symbol of the other party, without the other partys prior written consent; except that SDL may identify Licensee as a customer of SDL and use its name and logo in related marketing materials.

Article 13 Miscellaneous

13.1 This Agreement is the entire agreement between Licensee and SDL with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings, written or oral, between Licensee and SDL with respect to the subject matter hereof. No terms, provisions or conditions of any request for proposal, purchase order, acknowledgement, or other business form that Licensee may use in connection with this Agreement will have any effect on the rights, duties or obligations of the parties hereunder, or otherwise modify, this Agreement, regardless of any failure of SDL to object to such terms, provisions, or conditions.

13.2 This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from applicability to this Agreement.

13.3 If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, such provision or portion shall be enforced to the maximum extent permissible consistent with the terms hereof, and the remainder of this Agreement shall continue in full force and effect.

13.4 This Agreement may not be amended, modified, or supplemented by the parties in any manner, except by a written instrument signed by an authorized representative of SDL and Licensee. No provision hereof shall be deemed waived (by any act or omission) unless such waiver is in a writing signed by an authorized representative of SDL.

13.5 Licensee may not assign or transfer this Agreement, in whole or in part, without the prior written consent of SDL, including without limitation in connection with a merger, consolidation, sale of assets or shares or other change of control transaction involving Licensee. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

13.6 Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (i) delivered in person, (ii) sent by registered mail return receipt requested, (iii) sent by overnight air courier, or (iv) by facsimile, and in each case forwarded to the appropriate address set forth herein.

13.7 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, authorized representatives of the parties have signed this Agreement as of the Effective Date.

Article 1 Definitions

Maintenance Agreement This Software Maintenance Agreement.

Products The SDL software products offered in the then current Price List for the applicable country.

Product Specifications The then current data and information, approved and published by SDL at the time of an Order.

Special Products The software products not offered in the then current Price List for the applicable country that are made available to Licensee as a custom product.

Installation The Product(s) have been loaded on a server by Licensee and have been activated via delivery of a license file.

Maintenance Order An order submitted by Licensee for Maintenance Services accepted by SDL.

Price List The SDL price list, for the applicable country, in effect at the time of an Order from Licensee and as updated from time to time.

Offer (Price Quote) A written offer, price quote or proposal submitted by Licensee, an authorized agent of SDL, to Customer for the purchase of Maintenance Services.

Compliant Platform The SDL approved hardware, operating system, database and third party configurations that conform to the appropriate Product Specifications and SDL configuration guidelines.

System All Products installed at the Customer site as defined in the Maintenance Agreement, Offer or Order(s).

Supported Software Version The then current software revision level(s) for which Licensee and SDL offers Maintenance Services.

Maintenance Services Any corrective or remedial services performed by SDL including diagnosis, troubleshooting, testing or the delivery of technical information or software corrections related exclusively to SDL Products.

Premium Maintenance Services The optional maintenance program described herein which is made available to the Customer upon confirmation in an Offer or Order.

Initial Maintenance Term The period commencing on the day after Installation of the Products and ending one (1) year thereafter.

Additional Maintenance Term The period commencing on the day after the expiration of a Maintenance Term and ending one (1) year thereafter.

Installation Site The area in which the Products have been installed at the location identified in the Order.

Principal Period of Maintenance For services originating from SDL Wakefield, US, Monday through Friday of each week, excluding holidays observed by SDL, in the period between the hours of 08:30 and 17:00 Eastern Standard (Boston) time. For services originating from SDL Ltd., UK Monday through Friday of each week, excluding holidays observed by SDL, in the period between the hours of 08:30 and 17:00 GMT. For services originating from SDL Xopus B.V., NL Monday through Friday of each week, excluding holidays observed by SDL, in the period between the hours of 08:30 and 17:00 CET.

Article 2 Order Administration

Offers (Price Quotes). Licensee will furnish Customer with an Offer for the Maintenance Services desired.

Orders. Customer may place an Order to Licensee in accordance with Licensees Order process. Licensee will issue an Order to SDL for the Maintenance Services. SDL will review and approve such Order prior to commencing Maintenance Services. SDL reserves the right to refuse a Licensee Order for maintenance if such Order does not conform to the terms and conditions contained herein.

Prices, Currency, and Taxes. The prices for Maintenance Services ordered by Customer under this Maintenance Agreement shall be based on the prices set forth in the Reseller Agreement. All sales, use, value-added taxes, duties and shipping charges are the responsibility of the Customer or Licensee.

Article 3 Payment

Payment. Payment for Maintenance Services must be made in advance on a yearly basis unless otherwise specified in an Order accepted by SDL.

Form of Payment. Payments made under this Agreement by Licensee to SDL shall be made in accordance with the terms and conditions of the Reseller Agreement and shall not be deemed made until payment is available to SDL in freely available funds.

Late Payments. If SDL does not receive payment for the Initial or Additional Maintenance Term or any portion thereof prior to the start of that Maintenance Term, the Maintenance payment shall be considered delinquent (Late Payment). Late Payments are subject to a late payment charge of 1.5 percent per month, but not in excess of the lawful maximum, on the unpaid balance, plus collection costs, including reasonable attorney fees, incurred by SDL. If payment is delinquent for more than fifteen (15) days, SDL shall have the right to suspend Maintenance Services to the Customer until the appropriate payment is received.

Article 4 Term of Maintenance

When initial maintenance coverage is purchased, the System shall be covered for the Initial Maintenance Term. Prior to the expiration of each Initial or Additional Maintenance Term, Licensee will be notified in writing that the current Maintenance Term is due for renewal. This notification will include a Price Quote. Licensees electing to renew Maintenance for an additional term should respond to the renewal request in a timely fashion to ensure uninterrupted coverage.

Any Products added during a Maintenance term, shall have a Maintenance term coterminous with the then current Maintenance term.

The Maintenance term and all related Maintenance policies for purchased third party products maintained directly by the third party vendor shall be as defined in the appropriate third party vendor Maintenance Agreement which will be provided to the Customer.

Licensee acknowledges that Orders for Maintenance Services are non-cancellable and non-refundable. If Licensee elects not to renew Maintenance coverage for any Maintenance Term, then the Licensee may request that Maintenance be reinstated for Customer. If Maintenance is to be reinstated, the Licensee must pay any Maintenance charges that would have been due during the lapsed period.

Article 5 Eligibility for Maintenance

The System at the Installation Site(s) as defined in the in the Offer or Order shall be included under this Agreement. Software maintenance must be purchased for all software products licensed at the Customer site, and is not provided on partial Systems.

Any SDL developed standard Product will be eligible for inclusion.

Special Products are not eligible for Maintenance coverage except on a custom quotation basis.

Article 6 Eligibility for Premium Maintenance

Customers under a valid Premium Maintenance program will be eligible for all Product Upgrades and Major New Versions upon commencement of the Initial or Additional Maintenance Term(s).

In order to be eligible for no charge New Versions, the eligibility requirements listed in Section 5. Eligibility for Maintenance, along with the following additional conditions, must be met:

• Customer must be running a version of Software that is actively supported by SDL at the time of release of the New Version (Supported Software Version) unless otherwise specified in an Offer or Order.
• New Customers must maintain uninterrupted Premium Maintenance coverage between Major Releases. If Maintenance is terminated or Customer fails to renew Premium Maintenance for a period greater than 90 days, Customer must pay a fee equal to the then current SDL non-maintenance customer upgrade fees or the equivalent of the lapsed Premium Maintenance Fees, whichever is less in order to receive the New Version.
• Existing Customers who upgrade to the Premium Maintenance program must maintain Premium Maintenance coverage for a minimum of 36 months prior to being eligible for no charge New Versions. In the event that Customer has not met the 36 month requirement, a prorated New Version charge will be applied.
• New Version must be installed on a Compliant Platform.

Article 7 Maintenance Charges

The Maintenance charge in the Offer or Order shall remain in effect during the Initial Maintenance Term. Thereafter, the Maintenance charge may be adjusted to SDLs then current rates upon forty-five (45) days notice to Licensee.

Charges for Maintenance Services performed by SDL in support of Licensee or Customer during times other than the Principal Period of Maintenance or for Services performed outside of the scope of this Maintenance Agreement (Billable Services) shall be made at SDLs then prevailing time and materials rates plus reasonable, actual travel and living expenses if applicable. No Billable Services will be initiated without the prior consent of the Licensee or Customer.

Article 8 Responsibilities of Licensee

The Licensee shall provide reasonable access to the Products and equipment necessary to enable SDL to provide the Maintenance Services set forth in this Agreement.

When possible, the Licensee shall provide SDL with an appropriate remote diagnostic access mechanism for the purposes of remote problem diagnosis. SDL agrees to utilize such remote diagnostic access only in accordance with Licensees and Customers policies and conditions governing such access. If such remote diagnostic access is not supplied, problem diagnosis and resolution times could be significantly expanded. Any diagnostic or problem resolution work that requires on-site activities principally due to the lack of remote diagnostic access are subject to Billable Service charges which will not be initiated without the prior consent of the Licensee or Customer.

The Customer is responsible for implementing delivered Product Upgrades and New Versions in a timely fashion. Licensee and SDL will not be required to provide Maintenance Services related to problems reported by the Customers who elect not to install delivered Product Upgrades and New Versions containing improvements or fixes for those problems reported by the Customer.

Article 9 Maintenance Services

SDL shall provide telephone support to the Licensee for Supported Software Versions during the Principal Period of Maintenance. Licensee is responsible for all Customer contact and first line problem diagnosis unless direct Customer contact is requested by SDL.

SDL shall periodically distribute patch sets, and Product updates designated by a patch set number or change to the software revision number to the right of the decimal (e.g. patch set 2 or revision 7.1 to 7.2) (Product Upgrades) at no charge to Maintenance Customers.

Upon release of a major new software version designated by a change in the number to the left of the decimal - e.g. version 7.0 to version 8.0 (New Versions), SDL shall make these New Versions available to Licensee and Licensees Customers. These New Versions offer major enhancements and new functionality and are made available as purchasable upgrades for standard maintenance customers. Customers under an active standard Maintenance program will be offered these New Versions at a substantial discount. In addition, Customers who elect an Initial Maintenance Agreement which commences upon Installation will receive New Versions free of charge during the Initial Maintenance Term. The Customer must take Delivery and Install the New Version within twelve (12) months of initial availability in order to qualify for the no charge Initial Maintenance New Version program. SDL Services required to implement Product Upgrades or New Versions, if any, are not included free and are considered Billable Services.

SDL shall, from time to time, distribute one set of user manual updates in electronic form providing new or updated manuals or supplements and revisions to existing manuals that pertain to the Products. Upgrade and revision policies for purchased third party products shall be as defined in the appropriate third party Warranty and Maintenance Agreements. The incorporation or integration of third party product upgrades or new releases may require additional, funded development or billable technical services. In the event that the third party upgrade or new release requires such reintegration and Licensee requests SDL support for such reintegration, Licensee agrees to Order such services in an Order placed with SDL. Licensee should notify SDL prior to upgrading any third party product, operating system or database version to ensure compatibility with Products.

SDL shall provide the Products with Maintenance Services provided that the Licensee has taken all reasonable efforts and actions required to verify the existence of a reported Customer problem, and ascertain the conditions under which the problem can be repeated. Licensee agrees to provide sufficient information and assistance in support of SDLs remedial efforts. After examination of the problem, SDL shall perform one of the following actions as appropriate: (i) provide a patch, update or revision; (ii) provide a temporary bypass or workaround; (iii) provide a statement that the problem could not be verified and more data is necessary; or (iv) provide a statement that the problem is not of sufficient magnitude to warrant immediate correction, whereupon it will be considered for correction in a later Product Upgrade.

Maintenance services for software Products replaced by a Product Update may be discontinued ninety (90) days after delivery of the update. Maintenance services for software Products for which a major New Version has been made available may be discontinued upon a minimum of twelve (12) months notice. Maintenance Services will not be provided for problems that could have been prevented by implementation of a previously distributed Product Upgrade.

Article 10 Premium Maintenance Services

In addition to the maintenance services defined in Section 9. Maintenance Services, the optional Premium Maintenance Services are made available upon confirmation in an Order.

Upon release of a major new software version designated by a change in the number to the left of the decimal - e.g. version 7.0 to version 8.0, SDL shall provide such New Version to Premium Maintenance Customers free of charge provided all eligibility requirements have been met. (See Section 6. Eligibility for Premium Maintenance). These New Versions offer major enhancements and new functionality. The Customer must take Delivery and Install the New Version within twelve (12) months of initial availability in order to qualify for the no charge program.

No charge Product Upgrades and New Versions do not include software products or software options that were not purchased by Customer and do not include new Products which are made available by SDL to all new or existing customers for an additional charge independent of Maintenance Service level or status.

Article 11 Movement of Products

Prior to any movement of Products from the Installation Site, or any transfer of Software to a new Compliant Platform, the Licensee shall give SDL at least thirty (30) days prior notice of such proposed movement and specify the proposed new location and platform environment.

Licensee or Customer shall be responsible for providing all services related to the actual movement and reconfiguration of the Products unless such services are contracted through SDL in an Order. Diagnosis and resolution of problems resulting from the movement or transfer of Software to a new platform are not covered under this Agreement if such movement or transfer was not contracted through SDL.

The Licensee or Customer will be responsible for loading and configuring all software and hardware, including installing license files, Product Upgrades, system patches, and revisions and creating and loading system and production data.

Article 12 Exclusions

SDLs obligation to provide Maintenance Services under this Agreement is contingent upon: (i) the Products being properly used and maintained in accordance with their applicable Product Specifications including the timely implementation of delivered Product Upgrades; (ii) the Products not being subjected to misuse, accident or disaster, including without limitation fire, flood, water, wind, lightning etc., and (iii) the Products have not been altered or modified, unless authorized or performed by SDL.

Maintenance services under this Agreement do not include: (i) furnishing of supplies, accessories, media (ii) installation, maintenance or removal of any item not furnished by SDL, or (iii) support for Open source software products, if any, provided in conjunction with the Products or incorporated at the request of the Customer. Special Products are not eligible for Maintenance coverage. Maintenance for Special Products is available only on a customer quotation basis.

Article 13 Limitation of Remedies

Limitation of Liability. SDL disclaims all warranties relating to the products and maintenance services (including without limitation) warranties as to merchantability for a particular purpose), either express or implied, other than the warranties specifically given under the SDL Reseller Agreement or Software License Agreement. In no event will SDL be liable for the loss of use, data, or profits, or other special or consequential damages, arising out of or in connection with the performance of any Maintenance Services even if Licensee and/or SDL have been advised of the possibility of such damages.
SDLs entire liability, and the Customers exclusive remedies for any matter related to this Maintenance Agreement, are set forth in this Section.

Exclusion of Consequential Type Damages. SDL shall not be liable for any special, incidental, indirect or consequential damages or for the loss of profit, revenue or data, even if they have been advised of the possibility of such potential loss or damage. Licensee further agrees that SDL shall not be liable for any claim or demand against the Customer, Licensee or SDL by any third party. The Licensee shall defend, hold harmless and indemnify SDL from and against any such claims, costs, damages and/or liability arising out of the use of the System or Services, except to the extent such claims, costs or damages are expressly covered under this Section.

Article 14 Termination

Termination Events: If any of the events set forth below occur with respect to one party, then this Agreement may be terminated effective immediately upon written notice thereof by the other party:

• A Party becomes insolvent; files a voluntary petition in bankruptcy or liquidation; proposes any dissolution, liquidation, reorganization, or recapitalization with its creditors; has filed against it any involuntary petition in bankruptcy or liquidation, or a receiver is appointed or takes possession of a partys property, and such petition or receiver is not dismissed or stayed within ninety (90) days after such filing, appointment or taking possession; makes an assignment for the benefit of creditors, or is adjudicated as bankrupt; or takes any similar action under similar laws or any jurisdiction;
• Material breach of this Agreement which is not remedied within thirty (30) days after receipt of written notice (stating the breach with particularity) has been given; or
• Licensee Reseller Agreement is terminated, cancelled or not renewed or Licensee is merged into or acquired by another entity or there is a substantial change in Licensees direct or indirect ownership or control of its voting securities or substantially all of its assets.

Following termination of this Agreement, neither Party shall have any further obligations or rights with respect to the other Party except for the obligations and rights that by their nature are intended to survive termination, such as the provisions in Sections 3. Payment, 13. Limitation of Remedies, 15. Confidentiality and 16. Miscellaneous.

Article 15 Confidentiality

Each Party shall treat as confidential all information obtained from the other pursuant to this Agreement and shall not disclose such information to any person (except to any individual under the responsibility of such Party and to the extent such disclosure is required for the execution of this Agreement) without the other Partys prior written consent, provided that this clause shall not extend to information which was rightfully in the possession of such Party prior to the negotiations leading to this Agreement, which already is known public knowledge or becomes so at a future date otherwise that as a result of a breach of this section, or which is produced in compliance with applicable mandatory law or court order, provided that the other Party is given reasonable notice of such law or order. Each Party shall ensure that its employees and any other individual involved with the execution of this Agreement are aware of the provisions of this section.

Article 16 Miscellaneous

Product Modifications. SDL reserves the right, without the prior approval of Licensee or Customer, to make changes to any Products ordered under this Agreement which include, but are not limited to, performance enhancements, correction of reported defects or to add features provided that the Products continue to comply with the Product Specifications.

Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Licensee nor Customer may assign this Agreement or its rights, duties or obligations without the prior written consent of SDL, which shall not be unreasonably withheld. Any unauthorized attempt to assign this Agreement or any of Licensees or Customers rights, duties or obligations without such prior written consent shall be considered void. Licensee may terminate this Agreement by notice to Customer effective on the date such notice is given if Customer assigns this Agreement or any of Customers rights, duties or obligations without the prior written consent of Licensee.

Force Majeure. If any performance under this Agreement, other than an obligation to pay money, is interfered with by reason of circumstances beyond the reasonable control of the Party affected, including without limitation fire, explosion, power failure, catastrophe, labor dispute and/or strikes, armed conflict, any law, order, regulation, ordinance, or requirement of any government or legal body, any delays in transportation or any subcontractor or supplier interruptions or similar control beyond the reasonable control of the Parties, then the Party so affected, upon prompt notice thereof to the other Party, shall be excused from such performance to the extend so effected of the force majeure interruption provided that the Party so affected shall use all reasonable effort to remove such causes of non-performance as soon as reasonably possible.

Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. No additional terms and conditions of either Party or any third Party shall apply to this Agreement. The official language of this Agreement is English.