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IT18-053 - Original - Idera, Inc. - SQL Compliance Manager - 01/26/2018
� r cords M • ENT yid%�7i / la j ��llly WAS MIN GTOpI � �� / Documenfi CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you havequestions, please contact City Clerk's office. Vendor Name: Idera, Inc. Vendor Number: 1697545 JD Edwards Number Contract Number: JF 13 - 0,97 This is assigned by City Clerk's Office Project Name: SQL Compliance Manager Description: ❑ Interiocal Agreement ❑ Change Order ❑ Amendment Z Contract 7 Other: Contract Effective Date: 01/26/18 Termination bate: 01/25/19 Contract Renewal Notice (Days): 66 Number of days required notice for termination or renewal or amendment Contract Manager: Somen Palit Department: Information Technology Contract Amount: $ 757.0 Approval Authority: Z Department Director F] Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of; 08/27/14 INVOICE INVO0081966 I DJ: 1/2 6120 1 8 iFlage : "'CANN, D 2018 City Of Kent a City Of Kent Accounts Payable Information Technology 400 West Gom Street Suite 122 � � 400 West Gcav Street Suite 122 Kent,Washington 98032 � A -- A/P Kent.WA 98032 United States United:States No "t r r * .fal@S C7C9 w atx PrT�rritWt Te +'., :.. e:_.k..w�r"a a:2?�t:`• *w .- 143292 OP B.Ship2er NET 30 f1 'ItimWumtier„ Descrtptlon i�LlstPd .`ExL- 1 1.00 lCM-t101 SOL Compliance Manager-license $2277,0C $2277.06 1.00 ICM-001-DEV SQL Cornpliance Manager-License-Test&Dev $1138.5 $1136.50 MTES ". Remit payments to Electronic Payments SubToicit := $3415.50 .. Maintettancei t t s Ides.Inc Bank Narne:Camerica Sates.Tax_ a $341-55 #;-,0112612G018 to t)1/25/2019 �; PO BOX1/671573 Account Name:Idera,Inc, :Total r $3757.05 c Dallas,TX 75267-1573 Account: 1680994841 Payrrlenj BED ' r United States Flouting;111000753 E361anCaf s'u" .` $3757,05 FED ID:76-06624al SvAft Cade:MNBDLJS33 If you have any questions please ernait Accot mtingl@idera.corn 2950 N.Loop Freeway West,Suite 700,Houston,TX 77092 Phone(713)523-4433/Fax(713)862.5210 °"frr� r4 K N iAj a 7 q \ ® � 0 Cl) r2 � � R � � � k $ 7 H HE R 2 (0 -0 ° m ui � 0 k V. 0 2 Co 04 2 % �qf W J q LO E2 20 k � E k k 0 2 e Q 0 2 0 - 2 0 a ■ ■ ■ V a o ■ E — 0 0 O k2 � ka 0 M E § - @ L 0) � k 0k A �® � ■ @ 2 � c 2 k � 0 U) G CL 04 Lo � � >%ca 7 o § � Usk « � 2 ■ _ -0 � J § ° > 4 07 _ ° / I \ © < ƒ � \ o % a. & k 0 & � ° U & k '0 o cc ) / 2 my � O % (D . 2 Lm; 220 & ■ o � CU Z � kU) q § k a o �_ 2 E $ 2 — c �� 2 ® © � 22 � Ua0 2 00E R / q > e © - CL [ @ e CL 4- CD F0 — m 't $ Y « 2 s mom Representative Name. Blair Shipper Phone Number 512-226-8440 Email Address blair.shipperCidera.com Fax Number (713)481-2682 Billing Shipping Company Name City of Kent City of Kent Address 220 fourth Avenue South 220 Fourth Avenue South City,State,Zip Code Kent WA 480n Kent WA 48032 Country United States United States Contact Name Somen Polit _ Email Address SPaIIMKentWA.gov Phone Number 2SM56.4608 Accounts Payable Software Renewal Purchase Order Number Contact Name Phone Number - f Email Address(Required) + yr/ Credit Card Holder Name Credit Card Number Credit Card Expiration Date Credit Card CSV Security Code Custarner has access l0 24 x 7 technical support and product Updates tar IhL dofirled pori<xra of Ihs,order, Fcyrrent is duo within 30 days of the date this Product Order Foirn is siguir>d. 'Irdhal MoLitenorece Cress with License purchase. This carder does nor Include oppicabie sages tax. Any applicable taxes will be lnvuicecd as appropriate. Licenses with the"Dew&Test"designation are not allowed to be Installed on prod'ocllon systems. They may be installed only on systems designated for testing and development. No. Product Name Unit of Measure Order(quantity List'Price Per Unit Sales Price Per Unit Extended Total II SOL Cariipl once Manager Per Insiarce 1 $ 3.795.00 2,27.00 $ 2,277.00 2 SQL,Compliance Manager-Dev K Test Per Inztdnce I 87I,50 1,13850 15 I,138.50 Prernlon;Support .. License and Free Initial Maintenance Total 5 3,415.50 Option 2L'ocenze and Year 2 Prepaid Maintenance Total r.$.,_, 4.048.60 pption 1 I d Ilan 3 License and Years 2 S 3 Prepaid Maintenance Total S 4,781.70 7 _. Proposal Valid Until This Date Customer Signafare� 'y printed Name _Title _ C _h St _. 'TT c J, .�_ Datel IDERA SIGNATURE SECTION Idera Signature 01.26 2J18 THIS PRODUCT ORDER FORM;'ORDER TORM't CONSTITUTES AN OFFER 10 PR(OvIDE iuCENSES AND/OR SBRVICES ON THE I'FeRMS AND CONOIT10NS SET FORTH HEREIN av IDERA,INC ODERA'l THUS ORDER FC?RM, 1OOE HER VVITH THE D[,'A SG'F'TWARE UICENSE AGREEMENT AVAILABLF r?N IDFRA'S WEBSITB,SHAL'-BECOME A BINDING AGREEMENT UPON 0USTOMER SIG'NINCy IOR'OJH[RW!SE ACCEPTING}THIS ORDER FDHM AND DELIVERING e1 FO ID RA WHEREUPON fr SHALL BE IRREVUCABI.F. NL?N.{':ANCLV.ILABLR AM4N NCJN-iktAN1FERABLE'.C)N THE P'ARt QF CWSTOhn6R gIHE"'AGREN.MENI"I. (CUSIOmER REPRESENI;S AND WARRANIS 7HE FOLLOWING;IT{E CUSTC7ME7 SIGNING PARTYTIES,I APE AUU40RIZEI310 SIGN THIS BINDING AGRELMENT ON BEHALF Of CUSTOMER AND THAT THE AGRFFMEigr IS NOT CC}NTINGEN7 IN ANY MANNER ENCLUDING BOARD APPROVAL.CUSrOMLR ACCEPTS THE TERMS OF IDERA'S SCHWARL LICENSE AGREEMEN7 WHICH IS iNt:ORPnRATFD riF!REIN BY RFFERENCF AND MANE A.PART OF IHE TERMS OF IHIS ORDER FORM AND NOf WMISI ArU)INU IHE ABOVE REPRESENTAIIUNS,IF A PURCHASE ORDER IS NECESSARY TO SYSTEMATIC ALLY TRANSACT 7HF'PAY MNFI'RFLAIFD To THIS AGRL'EM&M,SUCH PURCHASE ORDER Wfl L,BE:ISSUED Tp IDERA WITHIN 14 DAYS OF SIGNING THIS ORDER;C.RM. YOU ARE HERFIW NOTIFIED THAT IDERA OBAEC.fs 70 AND REJECTS ANY ADDITIONAL OR DITFERLNT:EHMS IN YOUR AC.EP'iANCE OF THIS ORDER FORM, 40FRA'S ACKrdf,7WLFDGMENT OF AN ORDER,COMMFNCFMFNT OF PERFORIVANrF. DELIVERY OR OTHER LCONDUCT SHALL,NO'BE DEEMED OR COWIME ACCEPTANCE OF ANY ADOMONAL UR DIFFEEKENT TERMS AND CONDMONS IN ANY MANNER WHA15L7EVER. 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' W , 'r„ra i s,,r,"'; ,,,, -,.;�; ;, t,,Irr, d ,M # li vi✓;1rf�s rW irr hr Atlr i �l ilr.✓fr �,jai, 9rfuLrrh P r{t lr 1/kpY 9ylr7v nk , ,�✓ Mr �Cr✓ p r r „ aay a���,✓�.t�+a ��G�,'���r,�z;✓�i."✓',/�isttir�i altPl�, „�. ,l✓..mr�r,. , '�?, , /�..��,L� . /, ,. „ '.r, a . „ Audit Sensitive Data Go 05 I d vo,,lha„iy of w no ci c r,v „?�v��ac n,k�/ � 'r~ ano Kow ImproveVisibility Wt b basror1 dashri)oe <. Y afh m amen Rom rwW`a awwr Track and.Detect Changes 1 oin,l:ar a d f fsc f.Fa.r_;w . amp,S, k d logm,, a lci Uncover Security Threats Cuso(dw(, c n ass am, be I +a, s d of Sa.as;,e ', _ac.,:Vty by(orFrllc gee use..i or Quickly Satisfy Audits Dcrrrion., rate co mpk nc e wqh PC�' l-IIPA.A" F1'RPA SG tta 1� 1 s Easily Generate Reports De ie x l nsm 25 on rJf iylE'Mm repoAs to'J , dow SOL Serve 7i)Cl! . ws Minimize Overhead Re.`i,'e e Huai aC'C on .lJC1i P,e '.erRFt-'.s vo c Eghmpohl dma r.K.k Yc f n rl"}m c yr Continuous,Flexible Auditing Minimal Performance impact SQL Co r oi. ',:ei Nbrager g,t._bey ld C , ge. < d.r..✓ :rr- vei y .ppmac es by proodug renHhre iryToring mid a a ,r g of W don ca Won meorawar n rr'r,r.f mH.w pm on mood se,ws A agnmePt ac msq l ra l.arn,d,t! .,�r„I.r re ria 9 filcidt ob c'?�. ;e s to ty r.ta. r, t"ro l.ors v)(_ SOL Se'ver emoted r',vc ..s tot U ,I ids WC, aF r*vs51,7d°s T1r( YPw, and .'a.:li0 ant conned a hqWy wbo .1,a:+:r awl wins if l>ttc.k n Me(c p X. :r,r'y SOL W ,r,lr ,.G Man,or `,c,ur Ne sc way );,,I.f -J r.,Inc. seivw J,igms. and .a 7jec! Coal:not usc ) . a< r nr wn: No t_"., ;fit-.s o a:'a(y . a, :,r ,J.a;,rtal±.I "'Jat",bairs nrc. u'i lacd 5..r_± r..K S r r r.:," o ,,�y ,ra ry Immediate Notification of Suspect Activity Powerful Reporting and Analytics SOL C:aa, ,I, we Man.ager canbe condgwinad to u.._a f)CBAs of SOL Com>rame Manager rrov r,s eY r, of-01(- )ox nepc ",")ad 9 ess ,,,wl.:(n aE""4.anv „son t ra n.a MN 07 tl e e.V&0 bg %a0mg 3 mom range K:7I,e„ g and secury f 1,)oT g f (tF,kis I I se';r e;c;Hs wen+ e g,de mudes Dowetd Nouns mah ds r e,£rr e oks deRlon c_mbpe^. r c rtjrr r.r,a' yAn WrAmy _.aver,,M on",cf)rm 7+<<1 Wd �fe . rrt arr;rr y) wu e. 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" ,,;� a MASTER SOFTWARE LICENSE AGREEMENT Idera,Inc. 2950 North Loop Freeway West Suite 700 Houston,Texas 77092 Phone:(713)862-5250;Fax:(713)862-5210 THIS MASTER SOFTWARE LICENSE AGREEMENT, dated as of , 2018, between Idera, Inc., a Texas corporation ("Idera"), and , a ("Customer"), sets forth the terms and conditions whereby Idera agrees to provide to Customer and Customer agrees to acquire from Idera one or more licenses to use certain software and documentation and maintenance services related thereto, owned or licensed by Idera or a subsidiary of Idera.Each individual license under this Agreement will be defined in a Purchase Order.Each Purchase Order shall be executed separately and,when so executed by both parties and delivered to Idera,shall constitute and be construed as a separate agreement consisting of the terms and conditions contained in such Purchase Order together with the terms of this Agreement. To the extent any terms or conditions contained in a Purchase Order conflict with the terms or conditions contained in this Agreement,the terms and conditions of such Purchase Order shall supersede only those conflicting terms or conditions contained in this Agreement and only to the minimum extent necessary to harmonize the terms in such Purchase Order with the terms contained herein.This Agreement specifically supersedes and replaces the terms and conditions of all prior agreements between Idera and Customer relating to the software licensed hereunder, including,but not limited to,any shrink-wrap agreements,click-wrap agreements or any demo or trial agreements which may accompany or are embedded in Idera's products or which have been previously in force between the parties.All Exhibits, Schedules, Annexes, Purchase Orders referred to herein are hereby incorporated into this Agreement by this reference and made a part hereof. If Customer is evaluating Evaluation Software (as defined in Section 16 below), then only the terms and conditions of Section 16 below (including those Sections of this Agreement incorporated therein by reference)will govern Customer's temporary use of such Evaluation Software(and no other terns of this Agreement shall apply to Customer or govern Customer's use of Evaluation Software)and upon purchase of a commercial license for such Evaluation Software, this entire Agreement, exclusive of Section 16, shall apply to Customer and govern all use of the Licensed Material (as defined below). In consideration of the mutual promises and agreements contained herein,the parties hereto also agree as follows: GENERAL TERMS AND CONDITIONS configured,be deemed a separate CPU under this definition for 1. Definitions— purposes of this Agreement. (a) "Agreement" means this master software license agreement, (g) "Error" means any error, defect or omission that (i) is together with all exhibits, schedules, annexes and Purchase discovered in the Licensed Software,(ii)is reproducible and(ill) Orders made a part hereof in accordance with the terms of this prevents its operation substantially in accordance with the Agreement and all amendments, modifications, supplements Licensed Documentation. and alterations thereto effected in accordance with the terms of this Agreement. (h) "Europe, Middle East and Africa Territory"or"EMEA Territory" (b) "Americas Territory" means those geographical areas found means those geographical areas found within the boundariesof Europe, Middle East and Africa, including countries in the within the boundaries of North America and South America(but excluding Cuba). former Soviet Union(but excluding Syria,Iran and Sudan). (1) "Licensed Country" means, with respect to any Single Seat (c) "Asia Pacific Territory" or within the Territory" means those License, Workstation License, Concurrent Users License, geographical areas found within the boundaries of Asia and Network Named User License, Named User License or CPU Australia/Pacific(but excluding North Korea). License, the country designated in the applicable Purchase (d) "CLU" means (i)with respect to non-virtual environments, one Order or, in the absence of such designation,the country listed in such Purchase Order as the"ship to"address; provided that (1) physical CPU Unit as calculated pursuant to Section 2(c) in the case of a country within the European Union, the below; and (ii)with respect to virtual environments, up to four "Licensed Country"shall be the European Union. (4) virtual CPUs allocated to a virtual machine as calculated pursuant to Section 2(c)below. (j} "Licensed Documentation" means the published user manuals (e) "Confidential Information" means all technical and non- that Idera makes generally available for the Licensed Software. technical information in both tangible and intangible form, (k) "Licensed Material" means the Licensed Software and the including, but not limited to, product design information, Licensed Documentation, software code, technical information, customer information, discounting, cost and pricing information, financial information (1) "Licensed Software" means the machine-readable object code and the results derived from or methodology employed by version of(i) the software specified on each Purchase Order, Customer in conducting any benchmark testing of the Licensed whether embedded on disc, tape, internet download site or Software;provided that the term"Confidential Information"shall other media and (ii)all Updates for the Licensed Software that not include information which the recipient can show by Customer is entitled to receive in connection with its receipt of reasonable proof(i)to have been known by the recipient prior Maintenance Services pursuant to Section 4 of this Agreement. to the time of disclosure by the disclosing party, (ii) to have become part of the public domain through no fault or breach of (m) "Maintenance Services" means the technical support services this Agreement by the recipient, (iii)to have been disclosed to provided by Idera pursuant to Section 4 hereof_ the recipient in good faith by a third party who is not under any obligation of confidence or secrecy to the disclosing party at (n) "Maintenance Term" means the period of time for which the time such third party discloses the information to the Customer has purchased Maintenance Services,as evidenced recipient or(iv) to have been compelled to be produced by a by the Purchase Order delivered by Customer in connection court of competent jurisdiction, provided that the recipient shall therewith, together with all renewals effected in accordance first give notice to the disclosing party of any such request or with Section 4 of this Agreement. order of the court to give the disclosing party an opportunity to contest or limit said request or order of the court. (o) "Monitored Element" or"Monitored Device" means a physical (f)l "CPU"means the logic circuitry that responds to and processes server, virtual server, network device or any system or device with an IP address. the instructions that run a computer and/or that access or runs the Licensed Software and each CPU may be comprised of (p) "Purchase Order" means (i) Idera's standard price quote, multiple processing cores, each of which may be configured to purchase order, order form or purchase confirmation, as such independently act as an individual CPU and shall, when so -1 - Master SLA Ver.010118s document may be amended, supplemented or modified from Customer may install, operate and use such time to time in accordance with this Agreement or(ii)any other Licensed Software on one (1) physical or one (1) non-Idera price quote, purchase order, order form or purchase virtual server per license purchased by Customer; confirmation delivered by Customer to Idera but solely to the extent permitted by and delivered in accordance with Section (iii) For all Licensed Software made generally available 15. by Idera on a "per-user" or "per-seat" basis and licensed hereunder by Customer on a "per-user" or (q) "Territory" means, with respect to a Concurrent User License, "per-seat" basis, Customer may install and operate the geographical area in which the Licensed Software may be such Licensed Software on any number of physical accessed and used,which geographical area may be any one, servers or virtual servers or install and use any and only one, of the following three geographic areas: number of instances of the Licensed Software but Americas Territory, the EMEA Territory or the AsiaPac Customer shall not access and use such Licensed Territory,as specified pursuant to Section 2(a)below. Software by more than one (1) user per license purchased by Customer; (r) "Update" means any revision, enhancement, improvement or modification to or programming fix for the Licensed Software or (iv) For all Licensed Software made generally available Licensed Documentation which Idera makes generally by Idera on a "per-Monitored Element" or "per- available, incorporates into and makes a part of the Licensed Monitored Device" basis and licensed hereunder by Software or Licensed Documentation and does not separately Customer on a "per-Monitored Element" or "per- price or market. Monitored Device" basis, Customer may install, operate and use such Licensed Software to monitor 2. LICENSE— one (1) Monitored Element or Monitored Device per (a) Use—Subject to the terms and conditions of this Agreement, license purchased by Customer; including, but not limited to the applicable licensing restrictions (v) For all Licensed Software expressly specified in a set forth in Section 2(b) below, and subject further to Purchase Order as a "Site-License," Customer may Customer's full compliance herewith and according to the install, operate and use the Licensed Software on scope,time period and other terms indicated on the applicable any number of instances,CPUs, seats,workstations, Purchase Order delivered in connection with this Agreement, physical servers or virtual servers physically located Idera hereby grants Customer and Customer hereby accepts at the building or computing facilities specified in the from Idera, a perpetual, non-exclusive and non-transferable Purchase Order by address as the site and may do right and license to install the Licensed Software on computer so with any number of users or seats; hardware that is owned or operated by or on behalf of Customer, to access and use the Licensed Material in (vi) For all Licensed Software expressly specified in a accordance with the applicable restrictions and conditions Purchase Order as an "Enterprise-License," contained in this Agreement and to copy the Licensed Material Customer may install, operate and use the Licensed as permitted by this Agreement. Customer's right to use the Software on any number of instances, CPUs, Licensed Material shall extend to use by third parties under a physical servers or virtual servers and may do so written agreement with Customer to provide outsourcing with any number of users or seats; provided, that services for Customer's own internal business operations; periodically upon Idera's written request Customer provided,that(i)such third parties have agreed to abide by the shall provide Idera with a written report evidencing terms of this Agreement and (ii) Customer shall remain actual installation and usage of the License Software primarily liable for all acts and omissions by such third parties. and pay for all excess license usage in accordance with the terms of Idera's standard true-up addendum (b) License Usage and Restrictions — Customer acknowledges (the terms of which are incorporated herein by and agrees that, as between Customer and Idera, Idera or its reference upon Customer purchasing such enterprise subsidiaries owns and shall continue to own all right, title, and license); interest in and to the License Material, including associated intellectual property rights under copyright,trade secret,patent, (vii) For all Licensed Software made generally available or trademark laws. This Agreement does not grant Customer by Idera on a "per-CLU" basis and licensed any ownership interest in or to the Licensed Material, but only a hereunder by Customer on a"per-CLU"basis (each, limited right and license to use the Licensed Materials in a "CLU License"), Customer may install,operate and accordance with the terms of this Agreement and each use such Licensed Software on one (1) CLU per applicable Purchase Order. Customer further acknowledges license purchased by Customer and the additional and agrees that the licenses granted hereunder and the terms and conditions set forth in Section 2(c) below restrictions applicable to Customer's installation and use of the shall apply; License Software will vary according to the type of Licensed Software purchased by Customer and the type of license (viii) For all Licensed Software made generally available purchased by Customer. One or more of the restrictions set by Idera on a"single seat"or"workstation"basis and forth in this Section 2 may apply to the Licensed Software licensed hereunder by Customer on a"single seat"or depending upon the type of licensed purchased and the terms "workstation" basis (a "Single Seat License" or contained in the applicable Purchase Order relating to the "Workstation License"), Customer may install and Licensed Software. Customer is encouraged to carefully operate such Licensed Software on one(1)computer review all terms and restrictions contained in this Section 2 and for use by one (1) end user within the Licensed each Purchase Order. Customer hereby agrees to the Country; following license restrictions and conditions applicable to the Licensed Software as set forth in the Purchase Orders (ix) For all Licensed Software made generally available delivered by Customer under this Agreement: by Idera on a "concurrent users" basis (each, a "Concurrent License") and licensed hereunder by (i) For all Licensed Software made generally available Customer as a Concurrent License, Customer may by Idera on a "per-instance" basis and licensed install and operate such Licensed Software on a hereunder by Customer on a "per-instance" basis, network within the Licensed Country to be used Customer may install, operate and use such concurrently on different computers by up to the Licensed Software on one (1) instance per license authorized number of users for which Customer has purchased by Customer; purchased a license, provided that the Licensed (ii) For all Licensed Software made generally available Software is accessed and used only in the Territory; by Idera on a "per-server" basis and licensed hereunder by Customer on a "per-server" basis, -2- Master SLA Ver.010118s (x) For all Licensed Software made generally available Base Cores per CPU) and four (4) CLU Licenses for the by Idera on a"network named user"or"named user" Licensed Software are required. If there is a two-socket server basis and licensed hereunder by Customer on a with each physical CPU socket populated with a six-core "network named user" or "named user" basis (a processor, four (4) Physical CPU Units are counted (two in "Network Named User License" or "Named User respect of the physical CPUs and two in respect of the cores in License"), Customer may install and operate such excess of the Base Cores per CPU)and four(4)CLU Licenses Licensed Software on one or more computers and for the Licensed Software are required. designate one(1)person in Customer's organization (the "Named User")who shall have the right to use (ii) In virtual environments, a virtual CPU requiring an the Licensed Software within the Licensed Country, individual CLU License is defined as up to four(4)virtual CPUs provided that only the Named User uses the allocated to a virtual machine. For example, if four (4) virtual Licensed Software; CPUs are allocated to a virtual machine, four(4)Virtual CPU Units are counted and one (1) CLU License for the Licensed (xi) For all Licensed Software made generally available Software is required. If seven (7)virtual CPUs are allocated to by Idera on a"CPU"basis and licensed hereunder by a virtual machine, seven (7)virtual CPUs are counted and two Customer on a "CPU" basis (a "CPU License"), (2)CLU Licenses for the Licensed Software are required. Customer may install and operate such Licensed Software on any number of computers within the (d) Copies & Disaster Recovery — Customer may make a Licensed Country, provided that at no time may the reasonable number of back-up archival copies of the Licensed Licensed Software be used to monitor more than the Software. In the event of any outage that results in the authorized number of CPUs for which Customer has complete failure of the computer system upon which Customer purchased a license; has installed the Licensed Software, Customer's right to use the Licensed Software shall include, during the pendency of (xii) If Customer has purchased a license for ER/Studio such outage,the temporary right to use the Licensed Software Team Server or ER/Studio Portal, such license is an in a replacement computing environment substantially similar to exclusive connection license and may only be the original computing environment upon which the Licensed installed on Customer's computers up to the total Software was installed immediately prior to such outage. number of licenses purchased to connect to a single Customer shall reproduce all confidentiality and proprietary server; provided, that such licenses may be notices on each of the copies permitted hereunder and reapportioned to different users up to the total maintain an accurate record of the location of each of the number of license purchased; copies. Customer shall not otherwise copy or duplicate the Licensed Material. Customer shall not reverse engineer, (xiii) Customer may not mix and match or use ER/Studio disassemble, translate, modify, adapt, or decompile the Team Edition licenses with ER/Studio Enterprise Licensed Material or apply any procedure or process to the licenses or other ER/Studio editions which can Licensed Material in order to ascertain, derive, and/or connect to the repository applicable to ER/Studio; appropriate the source code or source listings for the Licensed and Software or any trade secret or other proprietary information contained in the Licensed Software. (xiv) Customer shall not connect non-Team Edition of ER/Studio, such as ER/Studio Enterprise, to the (e) Maintenance Optional—Customer's right to use the Licensed Team Edition repository applicable to ER/Studio and Software shall survive any election by Customer to terminate or if Customer has purchased a license for ER/Studio not renew Maintenance Services from Idera. Team Edition, Customer must upgrade all existing ER/Studio licenses having repository connectivity to (f) Other Services — All licenses and Maintenance Services ER/Studio Team Edition. purchased by Customer in respect of the Licensed Material shall be governed by this Agreement, together with the For any Licensed Software that is restricted by a Licensed applicable Purchase Orders delivered hereunder. Unless Country or Territory, temporary usage of such Licensed otherwise agreed by the parties in writing, all other services Software by a user outside the Licensed Country or Territory is purchased by Customer in respect of the Licensed Software, if permitted while such user is traveling provided that all such any, including implementation services, training services and usage does not exceed thirty (30) days in any twelve-month professional services (collectively, "Ancillary Services"), shall period_ In no event shall Customer install, operate, use or be governed solely by a separate written mutually acceptable access the Licensed Software in contravention of the foregoing services agreement entered into by the parties or, in the restrictions applicable to the Licensed Software or any other absence of such agreement, Idera's standard professional restrictions contained in this Agreement. services agreement, and acceptance of the Licensed Material shall not be contingent upon Customer's acceptance of any (c) Additional Terms Governing CLU Licenses—The following such Ancillary Services. additional terms and conditions contained in this Section 2(c) shall apply to all Licensed Software licensed to Customer by 3. DELIVERY AND PAYMENT TERMS— Idera on a per-CLU basis. (a) Delivery—All Licensed Material shall be delivered by Idera to (i) In non-virtual environments,the total physical CPUs each Customer via electronic delivery using a secure internet requiring an individual CLU License is calculated as the sum of download site. Ownership of the all licenses purchased (A) the number of licensed physical CPU sockets on the hereunder and risk of loss for the related Licensed Materials system motherboard that are populated with physical CPUs, shall be deemed to have passed to Customer once Idera has each of which may have up to four(4) cores without requiring made the Licensed Material available for download by an additional CLU License in respect of Excess Cores (as Customer, notified Customer of the availability of the Licensed defined below)as provided in clause(B)below(such initial four Material for download and provided Customer with License cores,the"Base Cores"), and(B)the sum of all Excess Cores Keys necessary for the installation and operation of the calculated in accordance with this Section 2(c)(i). The term Licensed Software. "Excess Cores" means, with respect to each physical CPU populated in a socket,the quotient of the aggregate number of (b) Payment— Upon delivery of a Purchase Order by Customer, all additional cores in excess of the Base Cores for such CPU Idera shall deliver an invoice to Customer specifying the divided by four (4) and rounded up to the nearest whole license fees and Maintenance Services fees payable pursuant number. For example, if there is a two-socket server with each to such Purchase Order. Customer shall pay all license fees physical CPU socket populated with an eight-core processor, and Maintenance Services fees specified therein within thirty four(4) Physical CPU Units are counted(two in respect of the (30) days of Customer's receipt of such invoice. All fees physical CPUs and two in respect of the cores in excess of the payable by Customer in respect of such Ancillary Services may be separately invoiced. Customer's payment obligation with -3- Master SLA Ver.010118s respect to all license fees and Maintenance Services fees use of the Licensed Software will be uninterrupted or error-free. owing hereunder shall be independent of the provision of Laws from time to time in force may imply warranties that Ancillary Services, whether or not such Ancillary Services are cannot be excluded or can only be excluded to a limited extent. separately invoiced. Any late payment of any amount owing This Agreement shall be read and construed subject to any hereunder shall accrue interest at a rate equal to the lesser of such statutory provisions. (i)15%per annum and(ii)the maximum rate permitted by law. (b) Remedies—If(i)at any time during a Maintenance Term, the (c) Taxes — All payments referred to in this Agreement are Licensed Software contains Errors which make the Licensed exclusive of value added tax, sales tax and any other Software unable to perform substantially as described in the applicable taxes, duties or imposts which (with the exception accompanying Licensed Documentation or (ii) during the only of those based on Idera's income) shall also be payable Warranty Period, Idera breaches the warranty set forth in by Customer in accordance with applicable law. clause(a) above, then Customer shall promptly notify Idera of such Error or breach and Idera shall (A) use all commercially 4. MAINTENANCE — Idera does not warrant that the Licensed reasonable efforts to correct such Error or breach within thirty Software will operate error-free or may be used error-free. Upon (30) days of notification or (B) provide Customer within thirty Customer's payment of the Maintenance Services fees associated with (30)days of notification with a plan acceptable to Customer for the Maintenance Term purchased by Customer for the Licensed Software correcting such Error or breach. If such Error or breach is not specified in a Purchase Order, Idera shall provide Maintenance Services corrected or if an acceptable plan for correcting such Error or in accordance with this Section 4 and in accordance with any additional breach is not established within such thirty (30) day period, Maintenance Services terms specified in such Purchase Order. Idera shall replace the defective Licensed Software or, if not practicable, accept the return of the defective Licensed Software and refund to Customer the amount paid for the (a) Maintenance Agreement — Idera or its authorized defective Licensed Software, less depreciation based on a 3- representative will provide Maintenance Services for the year straight line schedule. Idera's obligations under this Licensed Software during each Maintenance Term. Section 6(b)shall be waived in the event such Error or breach Maintenance Services includes problem determinations, is due to (1) any defect in or misconfiguration of the computer reasonable problem resolutions, provisioning of software hardware upon which the Licensed Software is installed, (11) program temporary fixes and new releases. Maintenance improper handling or use of the software media by Customer, Services shall also include the additional Maintenance Service or (111) an unauthorized alteration, revision or configuration of terms expressly set forth in writing in the applicable Purchase the Licensed Software or to Customer's computer system by Order delivered by Customer, which are hereby incorporated Customer or its employees. Customer acknowledges that this herein by reference. Maintenance Services shall entitle Section 6(b)sets forth Customer's sole and exclusive remedy, Customer to receive,at no additional cost,all Updates. and Idera's and its authorized representatives' sole and exclusive liability,for any breach of warranty, Error or failure of (b) Additional Maintenance Term — Upon expiration of each the Licensed Software to function properly. Maintenance Term, Maintenance Services shall automatically renew for an additional 12-month Maintenance Term and Idera (c) Disclaimer—EXCEPT AS EXPRESSLY PROVIDED IN THIS will invoice Customer unless Idera or its authorized AGREEMENT, ALL WARRANTIES, REPRESENTATIONS, representative is notified by Customer in writing at least sixty INDEMNITIES AND GUARANTEES WITH RESPECT TO THE (60) days prior to the expiration of the current Maintenance LICENSED MATERIAL, WHETHER EXPRESS OR IMPLIED, Term that Customer will not purchase Maintenance Services ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN for another Maintenance Term. STATEMENTS BY IDERA OR ITS AUTHORIZED REPRESENTATIVES OR OTHERWISE (INCLUDING, BUT (c) Reinstatement — If Customer terminates Maintenance NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY Services or elects not to renew Maintenance Services, OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY Customer may, at its option, purchase Maintenance Services OVERRIDDEN AND DISCLAIMED. within one year of such termination or non-renewal by providing notice to Idera and making payment of Idera's then-current list 7. INDEMNITY maintenance fees for the upcoming 365-day period plus an amount equal to 1.5 times the Maintenance Services fees that (a) Indemnity — Subject to this Section 7 and Section 8 below, would have accrued during the period subsequent to such Idera agrees to indemnify,defend and hold harmless Customer termination or non-renewal, had Customer not terminated or from and against all claims, damages, losses, liabilities and elected not to renew Maintenance Services. expenses (including, but not limited to, reasonable attorneys' fees) arising out of any claim by a third party asserting that the 5. PROPRIETARY RIGHTS—Customer shall not acquire,by virtue of Licensed Material or any of Customer's use thereof, infringes this Agreement, any right or license other than as expressly provided upon any third party's patent, copyright or trademark, provided herein. Customer shall not reproduce the Licensed Material or other that(i)Customer promptly notifies Idera in writing no later than confidential or proprietary information of Idera,except as provided in this thirty (30) days after Customer's notice of any potential claim, Agreement. All proprietary rights in and to the Licensed Material and all (ii)Customer permits Idera to defend,compromise or settle the Evaluation Software (as defined in Section 16 below), all derivatives, claim, and provided further that no settlement intended to bind translations, modifications, adaptations, improvements,enhancements or Customer shall be made without Customer's prior written developments thereof and all confidential or proprietary information of authorization and (iii) Customer gives Idera all available Idera, including without limitation, all rights under and with respect to inforrnation, reasonable assistance, and authority to enable patents,copyrights,trademarks and rights under the trade secret laws of Idera to do so. any jurisdiction shall remain the sole property of Idera or its applicable licensor, whether recognized by or perfected under applicable local law. (b) Alternative Remedy — If a claim described in Paragraph 7(a Customer shall promptly notify Idera of any infringement of Idera's may has been asserted, Customer will permit Idera, at proprietary rights of which it becomes aware. Idera's option and expense, to (i) procure the right to continue using the Licensed Material, (1i)replace or modify the Licensed Material to eliminate the infringement while providing 6. LIMITED WARRANTIES functionally equivalent performance or (iii) accept the return of the Licensed Material and refund to Customer the amount (a) Warranty — Idera warrants to Customer that during the first actually paid to Idera or its authorized representative for such thirty (30) days after purchase of the Licensed Software (the Licensed Material, less depreciation based on a 3-year "Warranty Period") such Licensed Software will perform straight-line depreciation schedule. substantially as described in the accompanying Licensed Documentation. Idera does not warrant that (i) the Licensed (c) Limitation — Idera shall have no indemnity obligation to Software will satisfy or may be customized to satisfy any of Customer hereunder if the violation or infringement claim Customer's requirements or any other particular use or(ii) the results from (i) a correction or modification of the Licensed -4- Master SLA Ver.010118s Material not provided by Idera or its authorized representative, parties breach any term or condition of this Agreement, Idera may (ii)the failure to promptly install an Update, (III)the combination terminate this Agreement, without judicial or administrative resolution or of the Licensed Software with other non-Idera software and (iv) obligation to refund. This Agreement will terminate automatically if continuing the allegedly infringing activity after receiving written Customer ceases to do business, becomes insolvent, goes or is put into notice of such infringement claim from Idera. receivership or liquidation, passes a resolution for its winding up (other than for the purpose of reconstruction or amalgamation)or for any of the 8. NO CONSEQUENTIAL DAMAGES — UNDER NO foregoing, makes an arrangement for the benefit of its creditors, enters CIRCUMSTANCES WILL IDERA OR ITS AUTHORIZED into bankruptcy, suspension of payments, moratorium, reorganization or REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, any other proceeding that relates to insolvency or protection of creditors' INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL rights or takes or suffers any similar action in consequence of debt. Upon DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, the termination of this Agreement for any reason, all rights granted to BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY Customer hereunder will cease, and Customer will promptly(i) purge the (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, Licensed Software and any related Updates from all of Customer's GOODWILL, PROFITS, USE OF MONEY OR USE OF THE LICENSED computer systems, storage media and other files, (ii) destroy the MATERIALS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, Licensed Material and all copies thereof and (III) deliver to Idera an STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER affidavit certifying that Customer has complied with these termination ASSETS), ARISING OUT OF BREACH OF EXPRESS OR IMPLIED obligations. The provision of Sections 1,3, 8 through 12, 14, 15 and 17 WARRANTY, BREACH OF CONTRACT, BREACH OF ANY shall survive the termination of this Agreement. INTELLECTUAL PROPERTY RIGHT, MISREPRESENTATION, NEG- LIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT 11, U.S.EXPORT RESTRICTIONS—Customer acknowledges that the ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE Licensed Materials and all related technical information, documents and EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. IN materials are subject to export controls under the U.S. Export NO EVENT WILL THE AGGREGATE LIABILITY INCURRED IN ANY Administration Regulations. Customer covenants and agrees to comply ACTION OR PROCEEDING BY IDERA OR ITS AUTHORIZED with all import and export control regulations of the United States with REPRESENTATIVE EXCEED THE TOTAL AMOUNT ACTUALLY PAID respect to the Licensed Material. Customer acknowledges that it may not BY CUSTOMER FOR THE SPECIFIC LICENSED SOFTWARE THAT re-export or divert the Licensed Material or any related technical DIRECTLY CAUSED THE DAMAGE. information, document or material, or direct derivatives thereof, to any country set forth on the U.S. Department of Commerce's list of T-5 9. CONFIDENTIALITY countries(currently,Cuba, Iran, North Korea, Sudan and Syria), including any future changes to the government's list of T-5 countries. (a) Confidentiality. — Customer acknowledges that the Licensed Materials incorporate confidential and proprietary information 12. EQUITABLE RELIEF—The parties recognize that Sections 5, 9, developed or acquired by or licensed to Idera and that all 11 and 13 are necessary for the protection of the business and goodwill results of testing of the Licensed Software, whether performed of the parties and are considered by the parties to be reasonable for such by Customer or another third party, are confidential. In no purpose. The parties agree that any breach of such Sections would event will Customer publish or disclose the results of any cause the other party substantial and irreparable damage and therefore, testing or performance specifications of the Licensed Software in the event of any such breach, in addition to other remedies which may without Idera's express prior written consent. A party that be available,the non-breaching party shall have the right to seek specific receives Confidential Information (the "Receiving Party") from performance and other injunctive and equitable relief in a court of law. the other party(the"Disclosing Party")shall not:(i)export or re- export (within the meaning of US laws or other export control 13. LICENSE KEY & USE REPORTING — Customer acknowledges laws or regulations) any Confidential Information, except in that a security code owned and controlled by Idera or its subsidiaries(the strict compliance with US laws; (ii) reverse engineer any "License Key")is required to render the Licensed Software operational on Confidential Information; or (iii) disclose or make available the Customer's computer hardware. Upon use of a permanent License Key Disclosing Party's Confidential Information to any of the to install the Licensed Software on Customer's computer hardware, no Receiving Party's employees, agents, contractors or other security code will be required for the Licensed Material to operate consultants or to any third parties, except those that have on such computer hardware in accordance with the terms and restrictions agreed in writing to be bound by terms and conditions contained in this Agreement.Customer shall not attempt to crack, alter or substantially similar to, and no less restrictive with respect to otherwise derive the License Key. Idera shall promptly provide Customer limitations on use and disclosure, than those contained in this with all necessary License Keys upon purchase of the Licensed Software Agreement and each of which have a "need to know" in order or upon any authorized transfer of the Licensed Software to any other to carry out the purposes set forth in this Agreement. Each hardware equipment permitted under Section 2 of this Agreement. Idera party shall take all reasonable precautions necessary to reserves the right to gather data on license usage by Customer for each safeguard the confidentiality of all Confidential Information item of Licensed Software, including License Key numbers, server IP disclosed by the other party, including those precautions (A) addresses, email addresses of users, domain counts and other taken by the disclosing party to protect its own Confidential information deemed relevant, to ensure that the Licensed Software is Information and (B)which the disclosing party or its authorized being used in accordance with the terms of this Agreement. Idera representative may reasonably request from time to time. expressly prohibits domain count overrides without prior written approval. Neither party shall allow the removal or defacement of any Customer hereby consents to Idera gathering and processing such usage confidentiality or proprietary notice placed on the Confidential information and agrees not to block, electronically or otherwise, the Information disclosed by the disclosing party.The placement of transmission of data required for compliance with this Agreement. Any copyright notices on Confidential Information shall not consti- unauthorized use of the Licensed Software by Customer or other use by tute publication or otherwise impair their confidential nature of Customer in violation of the restrictions contained herein shall be deemed such information. a material breach of this Agreement. In addition to the foregoing, within ten (10) business days of Customer's receipt of Idera's written request, (b) Disclosure — If an unauthorized use or disclosure of the Customer shall provide to Idera a written report certifying to Idera the disclosing party's Confidential Information occurs within the number of licenses for Licensed Software installed, used or accessed by recipient party's enterprise, the recipient party will immediately Customer, the identity of the applicable servers, hardware or computers notify the disclosing party or its authorized representative and upon which such licenses are installed and, to the extent applicable, the take, at recipient parry's expense, all steps which may be installation location and location and number of users accessing such available to recover such Confidential Information and to licenses, together with such other information as may be requested by prevent its subsequent unauthorized use or dissemination. Idera and necessary to confirm Customer's compliance with the terms of this Agreement. The auditing, reporting and certification rights and 10. TERMINATION—Upon prior written notice to Idera, Customer may obligations set forth in this Section 13 shall survive termination of this terminate this Agreement without any right to refund, except as otherwise Agreement for a period of eighteen months. expressly set forth in this Agreement. If Customer or any of Customer's employees, consultants, authorized representatives or permitted third -5- Master SLA Ver.010118s 14. ENFORCEABILITY — If for any reason a court of competent grants Customer a non-transferable, nonexclusive, limited jurisdiction finds any provision of this Agreement,or portion thereof,to be license to operate and use the Evaluation Software for such unenforceable, void, invalid or illegal, that provision shall be enforced to Evaluation during the period commencing on the date the maximum extent permissible so as to effect the intent of the parties, Customer downloads the Evaluation Software and ending on and the remainder of this Agreement shall continue in full force and the expiration of the temporary License Key or trial License Key effect. (including any extensions thereof authorized by Idera, the "Evaluation Period"). Customer agrees not to cause or permit 15. ENTIRE AGREEMENT the reverse engineering, disassembly, modification, translation or decompilation of any Evaluation Software. Customer shall not copy the Evaluation Software, or create or develop any (a) Customer acknowledges that it has read this Agreement, derivative software based upon the Evaluation Software. understands it and agrees to be bound by its terms. Customer and Idera further agree that, subject to clause (b) below, this Agreement, together with all Purchase Orders delivered in {d) Customer acknowledges that all Evaluation Software edor- connection herewith and all exhibits, schedules and annexes acquired confidential and proprietary information developed or hereto, is the complete and exclusive statement of the acquired by or licensed to Idera and that all results of testing of by Customer or agreement between Customer and Idera and supersedes all the Evaluation Software, whether performed proposals, oral or written, and all other communications another third party, are confidential. In no evenntt will Customer this publish or disclose the results of any testing or performance between the parties relating to the subject matter a Agreement, including any shrink-wrap agreements, click-wrap specifications of the Evaluation Software without era' agreements or demo or trial agreements which may express prior written consent. Customer shall not remove or accompany the Licensed Material a which may have been deface of any confidentiality or proprietary notice placed on the previously in force between the parties. Subject to clause been Evaluation Software. The placement of copyright notices on below, this Agreement may not es amended, modified, Evaluation Software shall not constitute publication or otherwise supplemented or altered except by a written agreement that is otherwise impair their confidential nature of such information. signed by both parties. (e) ALL EVALUATION SOFTWARE PROVIDED BY IDERA 15 (b) UNDER NO CIRCUMSTANCES MAY THE TERMS OF THIS DELIVERED "AS IS, WHERE IS" AND IDERA AGREEMENT OR ANY IDERA PURCHASE ORDER BE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AMENDED, MODIFIED, SUPPLEMENTED, ALTERED, OF ANY KIND INCLUDING WARRANTIES OF SUPERSEDED OR REPLACED BY ANY NON-IDERA MERCHANTABILITY AND FITNESS FOR A PARTICULAR INVOICE OR NOWIDERA PURCHASE ORDER OR OTHER PURPOSE. IDERA DOES NOT WARRANT THAT THE SIMILAR INSTRUMENT DELIVERED BY CUSTOMER TO EVALUATION SOFTWARE WILL OPERATE WITHOUT IDERA. EACH PARTY ACKNOWLEDGES AND AGREES INTERRUPTION OR BE ERROR FREE. UNDER NO THAT, AS A CONVENIENCE TO CUSTOMER AND ONLY CIRCUMSTANCES WILL IDERA OR ITS AUTHORIZED FOR CUSTOMER'S INTERNAL ACCOUNTING REPRESENTATIVES BE LIABLE FOR ANY CON- PROCEDURES, CUSTOMER MAY DELIVER TO IDERA A SEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, CUSTOMER INVOICE OR CUSTOMER PURCHASE ORDER EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER OR OTHER SIMILAR DOCUMENT FOR ANY TRANSACTION FORESEEABLE OR UNFORESEEABLE OR WHETHER CONTEMPLATED HEREUNDER AND THAT NO ACTION BY BASED ON CLAIMS BY CUSTOMER OR ANY THIRD IDERA, INCLUDING IDERA'S DELIVERY OF ANY PARTY,ARISING OUT OF OR RELATED TO CUSTOMER'S LICENSED MATERIALS OR ACCEPTANCE OF PAYMENT, USE OF EVALUATION SOFTWARE. IN NO EVENT WILL SHALL BE DEEMED TO BE ACCEPTANCE OF ANY OF THE THE AGGREGATE LIABILITY OF IDERA OR ITS TERMS OR CONDITIONS CONTAINED IN SUCH AUTHORIZED REPRESENTATIVES INCURRED IN ANY CUSTOMER INVOICE OR CUSTOMER PURCHASE ORDER ACTION OR PROCEEDING RELATING TO CUSTOMER'S OR OTHER SIMILAR INSTRUMENT AND SUCH TERMS USE OF EVALUATION SOFTWARE EXCEED ONE AND CONDITIONS SHALL BE VOID AND OF NO FORCE HUNDRED DOLLARS. OR EFFECT, UNLESS ACCEPTED BY IDERA PURSUANT TO A WRITTEN INSTRUMENT SIGNED BY BOTH PARTIES. (f) The Evaluation and the evaluation license granted under this Section 16 shall automatically terminate immediately upon the 16. TRIAL LICENSE earliest of (i) the expiration of the Evaluation Period, (ii) the (a) If Customer is evaluating Evaluation Software (as defined date upon which Customer purchases a commercial license for below), then only the terms and conditions of this Section 16 such Evaluation Software and (iii) the date upon which either (including those Sections of this Agreement incorporated in this party notes the other party of its termination of the Evaluation. Section 16 by reference)will govern Customer's temporary use Upon expiration of the Evaluation Period or the Evaluation, of such Evaluation Software (and no other terms of this Customer shall cease using and shall uninstall and destroy the Agreement shall apply to Customer or govern Customer's use Evaluation Software unless Customer has purchased a of Evaluation Software) and upon purchase of a commercial commercial license for such Evaluation Software on or prior to license for such Evaluation Software, this entire Agreement, such expiration. exclusive of this Section 16, shall apply to Customer and govern all use of the Licensed Material. (g) Sections 1, 5, 8, 11, 14, 15 and 17(a) through 17(g) of this Agreement shall be deemed incorporated by this reference in (b) Idera is the owner and provider of certain proprietary software this Section 16 and the Evaluation license granted under this and documentation that Customer may request to use, from Section 16. time to time, on a temporary basis for the sole purpose of testing and evaluating such software prior to purchasing a 17. MISCELLANEOUS commercial license for such software ("Evaluation Software"). (a) Customer shall not assign, delegate or otherwise transfer this All installation and usage of Evaluation Software by Customer Agreement or any of its rights or obligations hereunder to any requires a temporary License Key or trial License Key to be other person or entity,whether by contract, merger or operation issued by Idera and Customer is only permitted to use of the law, without Idera's prior written consent. In the event of Evaluation Software during the term of the temporary License any merger of Customer or a sale of substantially all of the Key or trial License Key issued by Idera. assets of Customer in which Customer is not the surviving entity, Customer may assign or transfer any licenses granted (c) Evaluation Software is provided to Customer solely for under this Agreement; provided, that Customer provides Idera evaluation purposes for Customer's own testing and evaluation with written notice of such transfer within thirty days of such purposes (an "Evaluation") and upon delivering a temporary merger or sale.Any assignment or delegation in breach of this License Key or trial License Key to Customer, Idera hereby Section 17(a) shall be void. This Agreement shall be binding -6- Master SLA Ver.010118s upon the parties hereto and shall inure to the benefit of the parties hereto and their respective permitted successors and (e) Unless otherwise specified herein, the rights and remedies of assigns. Idera set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it at law (b) All notices or approvals required or permitted under this or in equity. Agreement must be given in writing and delivered to the appropriate party at the address set forth in this Agreement or (f) This Agreement is not intended to be nor shall it be construed in any Purchase Order delivered in connection with this as a joint venture, association, partnership or other form of Agreement. business organization or agency relationship. (c) The waiver of compliance with or breach of any term or (g) Headings used in this Agreement are for reference purposes condition of this Agreement or the failure of a party to exercise only and shall not be used to modify the meaning of the terms any right under this Agreement shall in no event constitute a and conditions of this Agreement. This Agreement may be waiver as to any other failure to comply or breach, whether executed in counterparts, all of which shall constitute one similar or dissimilar in nature, or prevent the exercise of any single agreement between the parties hereto. right under this Agreement. Unless otherwise specified herein, the rights and remedies of Idera set forth in this Agreement are (h) In consideration of the mutual covenants contained herein, not exclusive and are in addition to any other rights and including the rights and licenses granted to Customer herein, remedies available to it at law or in equity. the parties hereto do hereby agree that for a period of two years following Customer's most recent purchase of any (d) THIS AGREEMENT WILL BE GOVERNED BY AND INTER- licenses or services,including Maintenance Service,from Idera PRETED IN ACCORDANCE WITH THE LAWS OF THE or its authorized representative, Customer shall not solicit, STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY induce, hire, engage, or attempt to hire or engage any CHOICE OF LAW RULES. IDERA AND CUSTOMER employee of Idera, or in any other way interfere with Idera's HEREBY IRREVOCABLY AGREE ON BEHALF OF contractual or employment relations with any of its employees, THEMSELVES THAT THE SOLE AND EXCLUSIVE nor will Customer hire or engage or attempt to hire or engage JURISDICTION AND VENUE FOR ANY LITIGATION any individual who was an employee of Idera at any time ARISING FROM OR RELATING TO THIS AGREEMENT OR during such two-year period. THE SUBJECT MATTER HEREOF SHALL BE IN AN APPROPRIATE FEDERAL OR STATE COURT IN THE STATE OF TEXAS LOCATED IN HARRIS COUNTY. IN WITNESS WHEREOF, Idera and Customer have caused this Agreement to be executed by their duly authorized representatives identified below,as of the date first written above. [NAME OF CUSTOMER] IDERA,INC. By: By: Name: Name: Title: Title: Address: Idera, Inc. 2950 North Loop Freeway West Suite 700 Phone: Houston,Texas 77092 Fax: Phone:713-862-5250 Attn: Fax: 713-862-5210 Attn:Finance Department -7- Master SLA Ver.010118s 0 New Vendor ❑ Reactivate Vendor A0 a 111.17�K F 11 Vendor Set-up Form Address Change KENT WASHI�GTO� To be filled out by Vendor ONLY vendor Number_�4716�4 FINANCE 220 Fourth Avenue South - Kent,WA 98032-5895 * (Phone: (253) 856-5235 a Fax: (253) 856-6200 M MM nl • An incomplete form will create a delay in our payment(s)to you and your payment(s) could be subject to the IRS required back-up withholding. Idera, Inc. Name, as it will appear on check (NO ABBREVIATIONS) Doing Business As (If different than name on check) PO BOX#671573 2950 N. Loop Freeway West, Suite 700 Payment Address Business Address Dallas Texas 75267-1573 Houston Texas 77092 city State Zip City State Zip 713 ) 523-4433 Olga Soto Phone Number Accounts Receivable Contact (check the appropriate box) 0 Corporation 0 Government Agency El Individual/Sole Proprietor El Non-Profit El Partnership [RIM= This business is El Minority Owned El Women Owned El Both Minority and Women Owned 0 Neither Will you provide medical services to the City of Kent? ... ...... ......... ............................Yes (No) Will you provide legal services to the City of Kent? ............................... ....... ............................Yes No Will you provide services other than medical or legal to the City of Kent?.... ........ ................JS No Will you provide parts, supplies or materials to the City of Kent?............................... ................ No Do you pay sales tax to the State of Washington?..... ........ ................... ............. No if exempt from Form 1099 reporting, and check your qualifying exemption reason below., ❑ 1. Corporation, except there is no exemptioni, for medical and healthcare payments or payments for legal services 2, Tax Exempt Charity under 501(a), or IRA El 3. The United States or any of its agencies or instrumentalities El 4. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions E71 5. A foreign government or any of its political subdivisions Name (Owner of the Tax Payer Identification Number (EIN or SSN) as name appears on IRS or Social Security Administration Records): Idera, Inc. Social Security#: or Federal TIN: 76-0662481 Under penalties of perjury, I certify that: 1 The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me) and, 2, 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(c)the IRS has notified me that I am no longer subject to backup withholding. Signature o., Daniel Reyes Date D, 01/25/2018, — I fics2727 indd-2O4 Form WM9 Request for Taxpayer Give Form to the (Rev.November2017) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.irs.gov/FormWg for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank Ides Inc 2 Business name/disregarded entity name,if different from above m 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to following seven boxes. certain entities,not individuals:see ca n, instructions on page 3): p ElIndividual/sole proprietor or ❑� C Corporation ❑S Corporation ElPartnership ElTrusVestate m single-member LLC Exempt payee code(if any) to c 0. 0 Limited liability company.Enter the tax classification C=C corporation,S=S corporation,P=Partnershi ► 0 2 Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code(if any) •c— another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that a v is disregarded from the owner should check the appropriate box for the tax classification of its owner. :t o ❑ Other(see instructions)► ROPMes to acronts m &Wned wWde the US) m a 5 Address(number,street,and apt,or suite no.)See instructions. Requester's name and address(optional) rn 2950 North Loop Freeway West Suite 700 6 City,state,and ZIP code Houston TX 77092 7 List account number(s)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is your social security number(SSN.However,for a m — resident alien,sole proprietor,or disregardedd entity, ,see the instructions for Part I,later.For other —entities,it is your employer identification number(EIN).If you do not have a number,see Now to get a 77N,later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. M76 — 0 1 6 1 6 1 2 4 8F11- raffM Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends, ou are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Sign Signature of Here U.S.person► Date► January 15, 2018 General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise .Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments .Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/F`ormW9. .Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Forrn 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number([TIN),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number Use Form W-9 only if you are a U.S.person(including a resident (EIN),to report on an information return the amount paid to you,or other amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.11-2017)