Installation and use of this Telelogic product requires acceptance of the following Software License Agreement:

Software License Agreement ========================== PREAMBLE THIS SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS AN AGREEMENT BETWEEN TELELOGIC AB (PUBL), INCLUDING ANY OF ITS WHOLLY OWNED SUBSIDIARIES (COLLECTIVELY "TELELOGIC") AND THE COMPANY, INSTITUTION, GOVERNMENT UNIT OR GOVERNMENT AGENCY, OR AGENT OR OTHER REPRESENTATIVE THEREOF, THAT ORDERED OR OTHERWISE RECEIVED THE LICENSES FOR THE SOFTWARE, (EACH REFERRED TO HEREIN AS THE "LICENSEE"). THIS AGREEMENT APPLIES TO EACH SOFTWARE PROGRAM LICENSED BY TELELOGIC TO LICENSEE, AND DOCUMENTATION PROVIDED WITH SUCH SOFTWARE PROGRAM, AND ANY UPDATE (AS DEFINED BELOW) PROVIDED BY TELELOGIC WITH RESPECT TO SUCH SOFTWARE PROGRAM OR DOCUMENTATION, UNLESS (I) LICENSEE HAS A SEPARATE LEGALLY ENFORCEABLE WRITTEN AGREEMENT FOR SUCH WITH TELELOGIC OR (II) ANY SUCH SOFTWARE PROGRAM, DOCUMENTATION OR UPDATE CONTAINS OR IS OTHERWISE ACCOMPANIED BY ITS OWN LICENSE AGREEMENT. PLEASE READ THIS AGREEMENT BEFORE BREAKING THE SEAL ON THE SOFTWARE PROGRAM MEDIA PACKAGE, COPYING, INSTALLING, OR ELECTRONICALLY DOWNLOADING THE SOFTWARE PROGRAM. ANY OF THE ABOVE ACTIONS INDICATE THAT LICENSEE HAS READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTANDS THEM, AND AGREES TO BE LEGALLY BOUND BY THEM AND REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND THE LICENSEE TO THESE TERMS AND CONDITIONS, AND AGREES, ON BEHALF OF LICENSEE, THAT LICENSEE WILL BE BOUND BY THEM. SHOULD LICENSEE NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT PLEASE STOP INSTALLATION AND DELETE ANY COMPONENTS ALREADY INSTALLED OR DOWNLOADED AND RETURN THE UNOPENED SOFTWARE PROGRAM MEDIA PACKAGE AND ACCOMPANYING DOCUMENTATION TO TELELOGIC. LICENSEE UNDERSTANDS THAT, IF LICENSEE ORDERED THE SOFTWARE THROUGH, OR INTERACTED WITH, A RESELLER, THAT RESELLER (I) IS NOT TELELOGIC'S AGENT AND (II) IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE, ON TELELOGIC'S BEHALF OR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. 1. DEFINITIONS The following terms have the meanings set forth below whenever they are used in this Agreement: 1.1 "Documentation" means a copy of the documentation containing the specifications for the Software and the operating instructions of the Software, as provided by Telelogic together with the Software for use by its end-user licensees. 1.2 "Evaluation Software" means any Software licensed solely for evaluation purposes. 1.3 "Fixed Term" means the Licensee may use the Software only for a limited period of time. The fixed term will be specified in the License Activation File. 1.4 "License" means a personal, non-transferable, non-sublicensable, and non-exclusive license to use the Software for Licensee's internal business operations subject to the terms and conditions of this Agreement. 1.5 "License Activation File" means the software file supplied by Telelogic from time to time containing the activation keys for the Software and other information relevant for activating the Software. 1.6 "Licensee's Site" means either a single-site, multi-site, continental site, or global site, as specified in a Telelogic quotation or License Activation File as the case may be. A single-site shall encompass an area with a radius of 64 km (40 miles), including all remote user access, from the location in which the License key is installed. A multi-site shall encompass the country, including all remote user access, within the country in which the License key is installed. A continental site shall encompass the continent, including all remote user access, within the continent (South America, Europe, Africa, Asia, Australia) in which the License key is installed. A global site shall encompass the world, including all remote user access. 1.7 "Production Software" means any Software other than Evaluation Software, regardless of whether such Production Software is licensed in a Fixed Tem or perpetual manner. 1.8 "Software" means a copy of the executable code version of the software program(s) included in the enclosed package or downloaded from Telelogic's web site, as the case may be, and stated in the License Activation File as licensed to Licensee hereunder (including any compiler and run-time modules), along with platform software (object code), development models (source code), templates and other instructions. 1.9 "Third Parties" shall have the meaning set forth in Section 3.7 (Third Party Components). 2. TERM OF AGREEMENT This Agreement shall become effective upon delivery of the Software and shall remain in effect indefinitely, subject to the terms and conditions set out herein. 3. OWNERSHIP AND LICENSE GRANT 3.1 Telelogic and Third Parties that have ownership interest in and to the Software shall retain all right, title and interest to the Software and Documentation, including all copyrights and other intellectual property rights thereto, and any copies of the Software or Documentation, whether authorized or unauthorized. Licensee acknowledges that the Software contains confidential information as set forth in Section 5 (Confidentiality) of this Agreement that is proprietary to Telelogic. 3.2 Subject to the terms and conditions of this Agreement, Telelogic hereby grants to Licensee a License to use the Production Software If the License is a Fixed Term, at the end of the Fixed Term, Licensee's authorization to use the Production Software terminates and Licensee agrees to discontinue use of the Production Software and destroy all copies of the Production Software and return the Documentation to Telelogic. 3.3 Evaluation Software. (a) For Evaluation Software, Telelogic hereby grants to Licensee, subject to the terms and conditions of this Agreement and notwithstanding Section 3.2, a temporary License to use the Evaluation Software and any related Documentation, each in the form in which it was received, solely for the purpose of evaluating the Evaluation Software. Licensee's right to use the Evaluation Software and Documentation expires upon the sooner of (i) expiration of the temporary license key or (ii) sixty (60) days after Licensee's receipt of the Evaluation Software ("Evaluation Period"). (b) Licensee may evaluate any Software product only once. At the end of the Evaluation Period, the License to use the Evaluation Software immediately terminates and Licensee shall either (i) immediately purchase a License to use the Production Software version of the Evaluation Software, after which this Agreement shall apply to the Production Software, or (ii) uninstall and return or destroy the Evaluation Software within five (5) days after the end of the Evaluation Period. No copies of the Evaluation Software may be retained by the Licensee unless the Licensee has purchased a License to the equivalent Production Software as provided in this clause 3.3(b)(i) herein. 3.4 Depending on the License type, Licensee may use the Software as follows: Floating License Licensee may use the License at Licensee's Site, as defined above and as specified in the License Activation File, provided that the use of the Software occurs via a license server, and the total number of concurrent users does not exceed the total number of floating Licenses stated in the License Activation File. Individual Licenses An Individual License can be either a Per User License or a Node Locked License, as specified in the License Activation File. (i) If the License granted hereunder is a Per User License, as set out in the License Activation File, Licensee is granted the right to use one License for each named user, provided that the use of the Software occurs via a license server. (ii) If the License granted hereunder is a Node Locked License, Licensee may use the Software only on a single, self-contained computer unit as designated in the License Activation File (through its IP number or other means of identification). 3.5 Telelogic product shipment contains software components in template form that can be manipulated by Licensee to extend the functionality of the shipped product. Such manipulation shall be in accordance with specifications in the accompanying manuals. Additionally, Telelogic hereby grants to Licensee a License to use, modify, and compile the Rhapsody OXF Framework source code solely in connection with Licensee's use of such Software in accordance with this Agreement (including, but not limited to, the confidentiality provisions set forth in Section 5 hereof). Licensee may distribute and sublicense to its customers, as part of any application generated by Licensee from validly licensed modeling Software ("Licensee Application Software"), the OXF Framework, or any derivative thereof, in binary form only and the related documentation files, for the sole purpose of supporting Licensee's customers in connection with their use of the Licensee Application Software. Telelogic shall retain all right, title and interest in the OXF Framework, and all derivatives and copies thereof, including all copyrights and other intellectual property rights therein. Licensee understands and agrees that the OXF Framework and any derivatives thereof will not be eligible for Support (as defined in Section 10 hereof) by Telelogic. 3.6 Back-up Copies: Licensee may make one (1) back-up copy of the Production Software in machine executable code form, only to be used in the event that the copy of the Production Software received from Telelogic fails to function, is lost, damaged, destroyed, or for disaster recovery purposes. Licensee warrants that it will make no other copies of the Software and will not allow, authorize or assist others to copy any part or all of the Software in any form without the prior written approval of Telelogic. Subject to Section 12 (Export Control Regulations), the back-up copy of the Production Software shall be kept by Licensee in a bank deposit or such other secure place as is normally used by Licensee for storage of its computer program back-ups. The back-up copy shall display the same program name, serial number (if applicable), version number, copyright and trademark notices as the original licensed copy provided by Telelogic. 3.7 Third Party Components: The Software may contain certain third party components, including but not limited to open source components, (the "Third Party Component" or "Third Party Components"), which are provided to Licensee under terms and conditions which are different from the terms of the License or this Agreement, or which require Telelogic or third parties that provide Telelogic products ("Third Parties" or "Third Party") to provide Licensee with certain notices and/or information, including instructions for obtaining source code (collectively "Notices"). For each such Third Party Component, either Telelogic or Third Parties will identify such Third Party Component in an "ABOUT DIALOG" or a "README" file (or in updated "ABOUT DIALOG" or "README" files accompanying improvements, modifications, enhancements, updates, upgrades, or patches to the Software), or in a file or files referenced in such "ABOUT DIALOGS" or "README" files (and shall include any associated license agreement, Notices and any other related information therein), or the Third Party Component will contain or be accompanied by its own license agreement (for example, provided when installing or starting such component, or accompanying such component in a file entitled "README," "COPYING," "LICENSE" or a substantially similar title, or included among the Software's paper documentation, if any). Licensee's use of each Third Party Component which contains or is accompanied by its own license agreement, or for which Telelogic or Third Parties have identified a license agreement in one of the above ABOUT DIALOGS or README files (or in a file or files referenced therein), will be subject to the terms and conditions of such other license agreement, and not this Agreement. By using such Third Party Components after the initial installation of such Third Party Components (thereby giving Licensee access to the applicable license agreements, Notices and any other related information therein), Licensee acknowledges and agrees to all such license agreements, Notices and any other related information therein, including those provided only in the English language. Licensee agrees to any updated ABOUT DIALOGS or README files that accompany improvements, modifications, enhancements, Updates, upgrades, or patches to the Software. 3.8 Licensee shall not alter or delete any copyright or trademark notice, trade name, or other markings which identify Telelogic's or Third Parties' proprietary rights and interests in the Software and Documentation. 4. LICENSE RESTRICTIONS 4.1 Licensee shall not reverse engineer, decompile, or disassemble the Software for any purpose. Licensee hereby agrees that, if any applicable mandatory laws (such as national laws implementing EC Directive 91/250) give Licensee the right to perform any of the aforementioned activities without Telelogic's consent, Licensee shall notify Telelogic of its intent to exercise any such rights. Licensee warrants that it will not sell, license, sublicense, lease, rent, loan, lend, transmit, network, or otherwise distribute or transfer or allow access to the Software in any manner to any third party, including but not limited to, any contractor, subcontractor, or consultant, unless the parties agree to otherwise in a writing. Licensee may not use the Software to conduct a service bureau, application service provider (ASP) or similar business for the benefit of third parties. Licensee is expressly prohibited from adapting, modifying, revising, improving, upgrading, or enhancing the Software for any purpose including error correction or any other type of Support, except as expressly allowed in the Documentation. Each Software product will be identified with one product code and although a product might be described as a suite or a bundle, it shall be used as one product by one user and not as multiple products or components. Where the Software includes programs from Third Party licensors, Licensee agrees to use Telelogic's licensors' programs solely in conjunction with the Software as provided. Licensee accepts that all information gained about the Software is the valuable property of Telelogic and as such must be treated as confidential information as described under Section 5 (Confidentiality). Licenses with different License Sites may not reside on the same server. Licenses with expired Support, regardless of product family, may not reside on the same server as those that are active on Support. 4.2 Upon at least ten (10) business days prior written notice to Licensee by Telelogic, Licensee shall permit Telelogic or a third party designated by Telelogic to have reasonable access to Licensee's records related to the Software and to Licensee's computer systems and the right to audit Licensee's systems to ensure Licensee is using the Software in accordance with this Agreement. Licensee shall give reasonable assistance to enable Telelogic to conduct such audit in an efficient manner, provided that Licensee shall not be required to copy and send files or other information to Telelogic. All audit activities conducted by Telelogic or its representatives shall be at the sole expense of Telelogic, unless however, there is a discrepancy in Licensee's usage in excess of five percent (5%) of the License grant. In the event Licensee's usage is in excess of five percent (5%), Licensee shall pay the cost of the audit as well as the fee associated with the excess usage. Furthermore, any such audit shall be conducted with minimal disruption to Licensee and shall be conducted only during the normal business hours of Licensee. No more than one such audit may be conducted in any twelve month period. 4.3 Licensee further agrees and acknowledges that Licensee's rights with respect to the Software and Documentation may be subject to additional terms and conditions. With respect to the following products, these additional terms apply: (a) Rhapsody in Ada Rules Editor, Rhapsody in Ada Code Generator or Rhapsody in Ada Reverse Engineering Rules Editor: Licensee may only use the Rhapsody in Ada Rules Editor or the Rhapsody in Ada Reverse Engineering Rules Editor to edit the Ada rules used in the Rhapsody in Ada Code Generator. For the sake of clarity, Licensee may not use these products to create rules for, or generate code for or from, respectively, any language other than Ada. (b) Model-Driven Workbench for Rhapsody (MDWR): Licensee may only use these products and related Documentation in conjunction with the products in the Rhapsody product line in non-IT related applications. For the sake of clarity, use of an MDWR product and documentation "in conjunction with the products in the Rhapsody product line" means that Licensee shall apply the output of such MDWR product as input to a product in the Rhapsody product line or shall apply the output of a product in the Rhapsody product line as input to an MDWR product. (c) Rhapsody in C Rules Editor: Licensee may only use the Rhapsody in C Rules Editor to edit the C rules used in the Rhapsody in C Rules Based Code Generator. For the sake of clarity, Licensee may not use these products to create rules for, or generate code for or from, respectively, any language other than C. Examples of, but not limited to, languages not allowed are C++, C# and SystemsC. 5. CONFIDENTIALITY 5.1 Licensee agrees and acknowledges that the Software and any information and materials including but not limited to methodologies and know-how relating in and to the Software is confidential information and contains trade secrets of Telelogic and Third Parties having ownership interest in and to the Software, and shall be held in the strictest confidence by Licensee and shall not be copied, reproduced, or disclosed, to any third party for any purpose whatsoever other than for Licensee's internal business purposes and only on a need-to-know basis, as set forth in this Agreement. Licensee agrees to use at least the same security measures as it uses to protect its own confidential and trade secret information, but no less than the restrictions set forth herein. 5.2 Confidential information does not include information which Licensee can demonstrate: (i) was at the time of disclosure to Licensee, part of the public domain or thereafter becomes part of the public domain through no act or omission of Licensee; or (ii) was lawfully in Licensee's possession as shown in written records prior to such disclosure and without obligation of confidentiality; or (iii) was lawfully received by Licensee after disclosure from a third party without obligation of confidentiality and without violation by such third party of an obligation of confidentiality to another; or (iv) was required to be disclosed by law or court order from a court of competent jurisdiction provided that Telelogic is given reasonable time to take legal action to quash such action and seek other protection. Licensee shall, at its sole cost, hold harmless, defend and indemnify Telelogic from and against any and all losses, costs, damages and expenses arising out of or in connection with the Licensee's failure to comply with requirements of this Section 5 (Confidentiality). Licensee's confidentiality obligations hereunder shall survive termination, for any reason, of this Agreement. 5.3 Licensee agrees and acknowledges that any breach of the provisions regarding the ownership, License grant, License restrictions, or confidentiality contained in this Agreement shall cause Telelogic irreparable harm and Telelogic may seek injunctive relief as well as seek all other remedies available to Telelogic in law and in equity including but not limited to full compensation for any damages suffered by Telelogic. 6. PAYMENT TERMS AND DELIVERY 6.1 In compensation of the rights granted and services rendered by Telelogic under this Agreement, Licensee shall pay to Telelogic, or pay to Telelogic's authorized reseller from whom Licensee ordered the Production Software ("Reseller"), the License fees for the Production Software as specified in the invoice. Payments shall be made net thirty (30) days or as otherwise stated in an invoice. All FOB terms shall be provided on the quote and invoice. 6.2 If Licensee fails to effect payment within the stipulated time, Telelogic shall be entitled to charge interest at a rate equal to the maximum interest rate allowed under applicable law. 6.3 All prices are exclusive of, and Licensee is responsible for, all applicable fees and taxes, including custom duties, importation fees, sales, use, value-added, withholding, gross revenue, transportation, insurance and like taxes, dues and charges assessed or incurred in connection with the provision of goods and services under this Agreement. 7. LIMITED WARRANTY 7.1 Telelogic warrants that, for a period of ninety (90) days after delivery, (i) the Production Software will operate substantially in accordance with the applicable specifications set forth in the Documentation and (ii) the related media will be free of defects. This limited warranty does not apply to (i) any patch, update, upgrade, improvement, modification, new version or other enhancement provided by Telelogic with respect to the Software or Documentation (an "Update"), which are provided on an AS IS basis only unless otherwise provided in (x) the then-current Support (as defined below) agreement (if any) by which Telelogic and Licensee are bound or (y) in any license agreement which is contained in or accompanies such Update, or (ii) any Evaluation Software, which is provided on an AS IS basis only, subject to any statutory warranties which cannot be excluded. Telelogic does not represent or warrant that the Software will be uninterrupted or error free. Telelogic shall, at its option, (A) use its reasonable efforts to correct any such failure of the Production Software, or (B) replace the faulty copy of the Production Software. This will be Licensee's sole remedy and Telelogic's and its licensors' exclusive liability in a breach of warranty. Licensee is solely responsible for the selection of the Software to achieve its intended results and for the results actually obtained. 7.2 Telelogic represents and warrants that it has used commercially reasonable efforts to prevent the introduction of any known computer instructions, circuitry or other technological means whose purpose is to disrupt, damage or interfere with any Licensee use of the Software or Licensee's computer and communications facilities or equipment (collectively "Harmful Code") to the Production Software and any related media prior to delivery to Licensee. In the event Licensee is granted a Fixed Term License or temporary license key, the foregoing shall not apply to a mechanism used to "time out" or otherwise disable the Software at the expiration of the Fixed Term or the Evaluation Period, respectively. 7.3 The above warranty in Section 7.1 does not apply to conditions resulting from improper use, external causes, including service or modifications not performed by Telelogic or Telelogic's appointed contractor, or operation outside the specified environmental parameters. Telelogic will not be responsible for operation of the Software other than on the equipment specified in the License Activation File and in conjunction with the operating environment designated for each version of the Software in the Documentation. 7.4 EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 7 WITH RESPECT TO THE PRODUCTION SOFTWARE, THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS," AND TELELOGIC DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, THE DOCUMENTATION, SUPPORT, AND ALL THIRD PARTY COMPONENTS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 8. INTELLECTUAL PROPERTY INFRINGEMENT 8.1 Telelogic shall indemnify and hold harmless Licensee against any damages or costs finally adjudicated by a court or administrative body of competent jurisdiction, arising from any infringement or alleged infringement by the Production Software or Documentation of any United States, European Union, or Japanese patent or any copyright, or trade secret of any third party, and any settlements relating thereto, provided that Licensee (i) promptly informs Telelogic of the facts thereof, (ii) furnishes Telelogic with a copy of each communication, notice or other action relating to the alleged infringement, (iii) provides to Telelogic all authority, information and assistance necessary to settle, compromise or litigate such suit or proceeding. Telelogic shall not be liable hereunder for any costs or expenses incurred by Licensee without Telelogic's prior written consent. 8.2 In the event any Production Software or Documentation or any portion thereof becomes, or in Telelogic's sole opinion is likely to become, the subject of a claim of infringement of any United States, European Union, or Japanese patent or any copyright, or trade secret of any third party, Telelogic may at its option and at its sole expense either secure for Licensee the right to continue using the Production Software or Documentation or replace or modify the Production Software or Documentation to make it non-infringing without impairment of function. 8.3 The provisions of this Section 8 notwithstanding, Telelogic shall not have any liability under this Section 8 to the extent that any infringement or claim thereof results from (i) use of the Production Software or Documentation in combination with equipment, software or documentation not supplied by Telelogic, where the Production Software or Documentation would not itself be infringing; (ii) modifications of the Production Software or Documentation made by someone other than Telelogic, where the Production Software or Documentation, if not so modified, would not be infringing; or (iii) use of other than the latest unmodified release of the Production Software or Documentation made available to Licensee by Telelogic if such infringement would have been avoided by the use of such later release of the Production Software or Documentation. 8.4 This Section 8 states Licensee's sole remedy and Telelogic's exclusive liability in the event that the Production Software or Documentation infringe on the intellectual property rights of any third party in the United States, European Union, or Japan. 9. LIMITATION OF LIABILITY 9.1 TELELOGIC AND ITS LICENSORS, IF ANY, SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND, DOWNTIME COSTS AND CAPITAL COSTS, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, ARISING OUT OF THE USE OF, INABILITY TO USE, OR DEFECT, FAILURE OR MALFUNCTION IN, THE SOFTWARE, DOCUMENTATION, ENHANCEMENTS OR ARISING OUT OF THE SUPPORT OR OTHERWISE UNDER THIS AGREEMENT, WHETHER A CLAIM FOR SUCH DAMAGE IS BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EVEN IF TELELOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE USE OF THE SOFTWARE AND ALL CONSEQUENCES ARISING THEREFROM IS THE SOLE RESPONSIBILITY OF LICENSEE. 9.2 UNDER NO CIRCUMSTANCES SHALL TELELOGIC AND ANY OF ITS LICENSORS BE LIABLE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, ENHANCEMENTS, SUPPORT, OR OTHERWISE UNDER THIS AGREEMENT, IN THE AGGREGATE, FOR AN AMOUNT MORE THAN THE GREATER OF (i) PAYMENTS MADE TO TELELOGIC BY LICENSEE PURSUANT TO THIS AGREEMENT WITH RESPECT TO THE SOFTWARE THAT CAUSED THE DAMAGES, DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED, OR (ii) US$100. 10. SUPPORT AGREEMENT 10.1 This Agreement does not grant Licensee rights to any Updates to the Software, or any other support services relating to the Software. Licensee shall pay for and, subject to Telelogic's receipt of the relevant payment from Licensee or the Reseller (as applicable), Telelogic shall provide Support for the Production Software for the Initial Support Period. The "Initial Support Period" means the twelve (12) month period beginning on the earlier of (i) delivery of the Production Software, or (ii) receipt of the Production Software license keys. "Support" means, with respect to any twelve (12) month period, the support services for the Production Software in accordance with and subject to Telelogic's then-current agreement or terms for such support and at Telelogic's then-current rates. Except as specifically set forth herein, Telelogic shall have no obligation to maintain, correct, support or update the Production Software. Licensee agrees and acknowledges that the terms of Telelogic's then-current Support agreement shall also apply to the Software. 10.2 The Support agreement for the Initial Support Period is attached to this Agreement and Licensee is bound thereby, but it remains a separate agreement. 11. TERMINATION OF THE AGREEMENT 11.1 Telelogic shall have the right to terminate this Agreement with immediate effect if Licensee is in default of any of its obligations under this Agreement, including, but not limited to: (i) violation of the limitation of the right of use of the Software, (ii) violation of the confidentiality provisions, or (iii) failure of Licensee to execute payments and Licensee has failed to cure such default within thirty (30) calendar days after having received written notice from Telelogic requiring it to do so. 11.2 Telelogic shall furthermore have the right to terminate this Agreement with immediate effect if Licensee suspends its payments, becomes bankrupt or insolvent or enters into liquidation or otherwise can be regarded as insolvent. 11.3 Upon Telelogic's termination of this Agreement as set out in this section, Telelogic may, at its option, and in addition to any other rights hereunder, and in addition to any other remedies available to Telelogic under the law, in writing require the Licensee to return or destroy all versions of the Software and the Documentation and any and all documentation relating thereto on any media and in any form in Licensee's possession. Licensee shall give a written confirmation to Telelogic that all material related to the Software and its operation has been returned to Telelogic or destroyed within thirty (30) days notice of such termination. 12. EXPORT CONTROL REGULATIONS 12.1 The Software and the Documentation is subject to all applicable export, re-export, and import regulations in any applicable country, including without limitation the United States Export Administration Regulations and the United States International Traffic in Arms Regulations, and Licensee hereby agrees that neither the Software nor the Documentation is intended to be exported, either directly or indirectly, to any embargoed countries, denied parties, nor used for or in support of any prohibited activities. In the event Licensee exports the Software or the Documentation (as otherwise permitted under this Agreement) from the country in which Licensee first received it, then Licensee assumes the responsibility for compliance with all applicable export and re-export regulations, as the case may be, including any and all fees and any penalties. Licensee agrees and acknowledges that any breach of the provisions regarding export control regulations set forth herein may cause Telelogic irreparable harm and Telelogic may seek injunctive relief as well as seek all other remedies available to Telelogic in law and in equity, including but not limited to full compensation for any damages suffered by Telelogic. 13. GOVERNMENT RESTRICTED RIGHTS 13.1 The Software and Documentation when provided to the U.S. Government are afforded with RESTRICTED RIGHTS and subject to the restrictions as set forth in Federal Acquisition Regulations (FARs) 12.212(a), 52.227-14, and 52.227- 19 and/or Defense Federal Acquisition Regulations (DFARs) 227.7202-1(a), 227.7202-3(a), 252.227-7013 and 252.227-7014, as applicable. 14. MISCELLANEOUS 14.1 Headings and Severability. The headings to the sections contained herein are for the ease of reference only and shall not affect interpretation or construction of this Agreement. If, under applicable law or regulation, any provision of this Agreement is invalid or unenforceable, or otherwise directly or indirectly affects the validity of any other material provision(s) of this Agreement ("Severed Clause"), it is mutually agreed that this Agreement shall endure except for the Severed Clause. 14.2 Waiver. The terms of this Agreement may be waived only in writing and no failure or delay in enforcing rights hereunder shall be construed as a waiver. The waiver by either of the parties hereto of any breach of any provision hereof by the other party shall not be construed to be either a waiver of any succeeding breach of any such provision or a waiver of the provision itself. 14.3 Entire Agreement. This Agreement contains the entire understanding between the parties on its subject matter, and annuls, replaces, and rejects any other agreements or understandings, whether written or oral, which may exist or have existed between the parties on the subject matter hereof, including any contradictory terms on Licensee's documentation. Telelogic rejects all additional or conflicting terms of Licensee's form purchasing document. No alteration or amendment to this Agreement shall be valid unless such alteration or amendment is made in writing and signed by the parties hereto. 14.4 Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of Telelogic and Licensee; provided, however, that Licensee may not sublicense or assign this Agreement or any of its rights, duties or obligations hereunder, by operation of law or otherwise, without the prior written consent of Telelogic. Any assignment by Licensee without such consent shall be void. 14.5 Nature of Relationship. Nothing herein shall be construed to place the parties in a relationship of partners or joint ventures, or of agency, and neither party shall have the power to obligate or bind the other in any manner whatsoever. 14.6 Force Majeure. Either party shall be excused from fulfillment of any obligation under this Agreement (other than payment obligations) only to the extent that and for so long as such performance is prevented or delayed by an industrial dispute or any other cause beyond its reasonable control, such as, but not limited to, riots; floods; war; warlike hostilities; fires; embargo; shortage of labor, epidemics, power, fuel, means of transportation or common lack of other necessities. In such event or cause, such party shall promptly notify the other party who may extend the time of performance required to remedy such breach, to an amount equal to the time loss caused by the event. 14.7 Governing Law. If Licensee is not a company incorporated or headquartered in the United States, this Agreement shall be governed by and construed in accordance with, and any arbitration or court action hereunder shall apply, the laws of Sweden, other than: (i) its conflict/choice of law provisions; (ii) the United Nations Convention on Contracts for the International Sale of Goods; and (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods (the "1974 Convention"); and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. If Licensee is a company incorporated or headquartered in the United States, the validity and performance of this Agreement shall be governed by the laws of the State of New York, USA, excluding: (i) its provisions on conflicts or choice of laws (unless both parties are located within New York); (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods (the "1974 Convention"); and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. 14.8 Dispute Resolution. If Licensee is not a company incorporated or headquartered in the United States any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by binding arbitration conducted in the English language in Stockholm, Sweden by arbitration administered at the Arbitration Institute of the Stockholm Chamber of Commerce ("SCC Institute") in accordance with the Rules of the SCC Institute. The arbitration tribunal shall consist of three (3) arbitrators. However, where the amount in dispute does not exceed USD 100,000 the SCC Institute's Rules for Expedited Arbitrations shall apply. The award of the arbitrators shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction. Any arbitration proceedings shall be kept strictly confidential by the parties and neither party may disclose the substance of the arbitration proceedings or any information there under unless required to do so by law. a. If Licensee is a company incorporated or headquartered in the United States, any dispute arising from or in connection with this Agreement shall be subject to binding arbitration in New York, New York in accordance with the commercial rules of the American Arbitration Association, and judgment upon the arbitral awarded rendered may be entered in any court having jurisdiction thereof. The arbitrator shall not be empowered to award damages in excess of actual damages. Notwithstanding the foregoing, either party may initiate an action in the courts of competent jurisdiction in a convenient forum to seek to prevent or halt a violation of Sections 5 (Confidentiality) and/or 8 (Intellectual Property Infringement) above. The prevailing party in any dispute under this section shall recover reasonable attorney's fees and costs (including arbitration costs). Any arbitration proceedings shall be kept strictly confidential by the parties and neither party may disclose the substance of the arbitration proceedings or any information there under unless required to do so by law. 14.9 Notices. All notices and exchanges of information under or in connection with this Agreement shall be in writing and shall be deemed duly given upon delivery to the other party as follows (or such other address of which such party shall have given written notice in accordance with this Section 14.9): if to Telelogic: to the attention of its Legal Department at its then-current corporate offices address as identified on its website www.telelogic.com; if to Licensee: to the address provided by Licensee during an online ordering or registration process or on the Purchase Order 14.10 The provisions of Sections 3 (Ownership and License Grant), 4 (License Restrictions), 5 (Confidentiality), 9 (Limitation of Liability), 12 (Export Control Regulations), 13 (Government Restricted Rights), and 14 (Miscellaneous) shall survive termination or expiration of this Agreement and continue in full force and effect. * * * Telelogic Software Support Agreement ==================================== This Telelogic Software Support Agreement (the "Agreement") sets forth the terms and conditions upon which Telelogic AB, including its subsidiaries, affiliated companies, or appointed representatives (collectively "Telelogic") will provide support services ("Support") ordered by a licensee of Telelogic software ("Licensee"). Such Support shall be for the Telelogic software programs licensed pursuant to a Software License Agreement between Licensee and Telelogic (the "License Agreement"). Such Support is provided in relation to the Software identified in the Invoice as provided to the Licensee of the Software. 1. DEFINITIONS The following terms have the meanings set forth below whenever they are used in this Agreement: 1.1 "Documentation" means a copy of the documentation containing the specifications for the Software and the operating instructions of the Software, as provided by Telelogic together with the Software for use by its end-user licensees. 1.2 "Invoice" means Telelogic's invoice to Licensee for the Software Support services hereunder. 1.3 "Software" means a copy of the executable code version of the software program(s) included in the enclosed package or downloaded from Telelogic's web site, as the case may be, and stated in the License Activation File as licensed to Licensee hereunder (including any compiler and run-time modules), along with platform software (object code), development models (source code), templates and other instructions 2. SUPPORT (a) Telelogic shall provide Licensee with reasonable remote technical assistance and consultation by telephone or other electronic means with respect to the Support of the Software. All notices and requests for Support shall be made only by the Licensee contact person(s) designated on the Purchase Order or any replacement person(s) designated by Licensee to Telelogic in writing. Notwithstanding the foregoing, Licensee shall designate two (2) technical persons who are reasonably familiar with the Software for every twenty-five (25) licenses as the primary contact for Support. (b) Upon receipt of notice from Licensee specifying errors or defects in the Software, and upon receipt of such additional information relating to such errors or defects as Telelogic may reasonably request, Telelogic shall use commercially reasonable efforts to correct such errors or defects. "Errors or defects" in the Software shall mean failure of the Software to operate substantially in accordance with the applicable specifications set forth in the Documentation provided by Telelogic to Licensee. (c) Telelogic shall provide Support under this Agreement according to the applicable Support Level (as indicated in the applicable Invoice) delineated in Attachment 1 attached to this Agreement. Questions related to the use of languages and methods are not within the scope of Support provided hereunder. Support services may not be delivered as a result of a recognized Telelogic holiday. Details on Support services hours and other contact information relating to Licensee's local/regional support can be found on the Telelogic Support Web Site, please see https://support.telelogic.com. (d) Licensee shall provide Telelogic with reasonable access at no cost to the Software and use of any equipment necessary to provide the Support. Telelogic shall not be obligated to make modifications to Licensee's computer hardware, operating system software, or third party application software required for operation of the Software. The Support services apply only to the operation of the Software when used in a Telelogic supported operating environment and that has not been altered or modified so that it deviates from the core product as described in the Documentation. (e) Telelogic shall not be obligated to provide Support if such service is required because of (i) accident, misuse or negligence by Licensee; (ii) Licensee's failure to implement any patch, bypass, work around, Updates or other solution to the Software or Documentation supplied by Telelogic; (iii) incorrect or incomplete data or input provided by Licensee; (iv) failure by Licensee to provide data for diagnostic purposes as requested by Telelogic (v) causes external to the Software, including without limitation faulty electrical power or a hardware failure; (vi) support or modification of the Software other than by Telelogic; or (vii) transfer of the Software without the consent of Telelogic. (f) Telelogic shall be required to maintain under this Agreement only the most current Version and the Version of such Software immediately preceding the most current Version. "Version" means a Software release with a Major Version or Minor Version number change. A "Major Version" is designated as a change in the digit(s) to the left of the first decimal point (e.g. [n].y.z). A "Minor Version" is designated as a change in the digit to the right of the first decimal point (e.g. n.[y]z). A service pack will be supported with the Major Version or Minor Version to which it is associated, and shall not constitute a new Version of the Software. Notwithstanding the foregoing, Telelogic reserves the right to release a service pack specifically to replace a Version of the Software and support the service pack instead of such replaced Version in the event Telelogic determines that such replaced Version is not supportable. In such case, Licensee will be notified that such service pack shall constitute a new Version and will be supported, and the replaced Version shall not. (g) If Licensee requests any Support services which are not covered by this Agreement, such services may be provided at Telelogic's discretion and at Telelogic's then prevailing non-contract billing rate for such services. 3. SEVERITY LEVEL Telelogic will assign a "Severity Level" to a Support case as follows when Licensee contacts Telelogic Support to report a problem with the Software. (a) Severity Level 1 or "Stop Work" means the Licensee cannot move production forward with the Software until the issue is resolved. This issue may be caused by a catastrophic failure that causes data corruption or precludes the use of a basic function of the Software. It also means no workaround is available. (b) Severity Level 2 or "Severe" means significant aspects of Licensee's operations are affected. The Software is operational but severely impacted or restricted. Additionally, a workaround is available, but is not practical for long term or permanent use. It also means that Licensee has a "Stop Work" condition in a test environment. (c) Severity level 3 or "Medium" means Software usage is affected, but can continue for a reasonable amount of time before the problem becomes critical. This includes limited malfunction of a basic Software function or more severe malfunction of a minor or infrequently used Software function. (d) Severity Level 4 or "Minor" means Licensee requires information or assistance on the usage of the Software, submits an enhancement request, or reports a problem that does not significantly affect the usage of the Software. This includes defects or errors that can be easily circumvented or worked around and are non-critical to the overall operation of the Software. 4. UPDATES (a) Telelogic shall provide to Licensee, at no additional charge, all standard bug fix releases, service packs, modifications and refinements to the Software (collectively, "Updates") which Telelogic makes generally available to its licensees for no additional charge. Telelogic in its sole discretion shall determine what constitutes an Update for purposes of this Agreement. (b) Licensee's right and license to use a version of Software that is replaced by an Update shall terminate upon the installation of the Update. Within thirty (30) days after such termination, Licensee shall destroy or archive the original and all copies of the superseded version of the Software. 5. TERM (a) Subject to the terms and conditions of this Agreement and the License Agreement, Licensee's right to receive, and Telelogic's obligation to provide, the Support will extend for the Initial Support Period. The "Initial Support Period" means the twelve (12) month period beginning on the earlier of (i) delivery of the Software, or (ii) receipt of the Software license keys. Any subsequent renewal shall be on the then-current Telelogic Software Support Agreement. (b) Licensee's right to receive, and Telelogic's obligation to provide, the Support shall automatically terminate upon the termination of the License Agreement. (c) Telelogic may terminate Licensee's right to receive, and Telelogic's obligation to provide, the Support if Licensee breaches any material provision of this Agreement and/or the License Agreement and such breach is not cured within thirty (30) days after notice of such breach is given by Telelogic to Licensee. (d) Notwithstanding the termination of this Agreement or the expiration of the Initial Support Period or any renewal term, the provisions of Sections 5(d), 7, 8, 9, and 10 shall specifically survive such termination or expiration in accordance with their terms. (e) Telelogic will quote Support service renewal for the successive one (1) year period at the end of the Initial Support Period and at the end of each subsequent annual renewal period. Telelogic reserves the right to change annual Support fees, the description of such, and any terms in conjunction with Support renewal. Information and details regarding these changes will be included in the Support service renewal quotation. 6. FEES (a) Annual fees are non-refundable and payable in advance at the beginning of each new Support period. The annual fee for Support under this Agreement shall be determined in accordance with Telelogic's then-current Commercial Price List (the "Annual Fee") and shall be due and payable on terms net thirty (30) days from the date of the Invoice. If any amounts are not paid when due, Licensee agrees to pay late fees. (b) The Annual Fee and other amounts payable hereunder are exclusive of transportation, insurance, federal, state and local sales and use taxes, value-added taxes, consumption, property or other taxes (excluding any tax that is based on Telelogic's net income or tax that Telelogic is otherwise required to pay by law), or export or import fees or duties, which shall be the sole responsibility of Licensee. (c) Failure of Licensee to pay amounts payable hereunder, when due, shall constitute sufficient cause for Telelogic to suspend or terminate Support service under this Agreement. (d) In the event Licensee allows Support to lapse on any Software, and Licensee subsequently desires to receive Support for the Software, Licensee shall purchase under Telelogic's then-current Software Support Agreement one (1) year of new Support, plus any reactivation fee according to Telelogic's the then-current Commercial Price List. Additionally, Telelogic may require Licensee to update the Software to the current Version before Support services are provided. This reactivation may be pro-rated to correspond to any current Support services period if applicable. (e) In the event Licensee does not pay for, or renew, Support services for all Telelogic Software licenses that reside on one Licensee server, then Licensee shall move the licenses not paid for, and/or those licenses not renewed, from such server. Further, Licensee shall not have the right to use any Updates released after Support for that license(s) has expired or terminated. 7. CONFIDENTIALITY (a) Licensee agrees and acknowledges that the Software and any information and materials including but not limited to methodologies and know-how relating in and to the Software is confidential information and contains trade secrets of Telelogic and Third Parties having ownership interest in and to the Software, and shall be held in the strictest confidence by Licensee and shall not be copied, reproduced, or disclosed, to any third party for any purpose whatsoever other than for Licensee's internal business purposes and only on a need-to-know basis, as set forth in this Agreement. Confidential information shall include information, received by one party from the other, including but not limited to technical, financial, sales, marketing, customer data, and/or that information which is marked as "Confidential" or "Proprietary" and/or with other proprietary wording, or which would logically be considered "Confidential" or "Proprietary" in view of its relationship to the whole disclosure. Each party agrees to use at least the same security measures as it uses to protect its own confidential and trade secret information, but no less than the restrictions set forth herein. (b) Confidential information does not include information which the receiving party can demonstrate: (i) was at the time of disclosure to the receiving party, part of the public domain or thereafter becomes part of the public domain through no act or omission of the receiving party; or (ii) was lawfully in the receiving party's possession as shown in written records prior to such disclosure and without obligation of confidentiality; or (iii) was lawfully received by the receiving party after disclosure from a third party without obligation of confidentiality and without violation by such third party of an obligation of confidentiality to another; or (iv) was required to be disclosed by law or court order from a court of competent jurisdiction provided that the disclosing party is given reasonable time to take legal action to quash such action and seek other protection. The confidentiality obligations hereunder shall survive termination, for any reason, of this Agreement 8. DISCLAIMER OF WARRANTIES TELELOGIC DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES AND MATERIALS PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NO WARRANTY IS MADE THAT ALL ERRORS CAN OR WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. 9. LIMITATION OF LIABILITIES (a) TELELOGIC AND ITS LICENSORS, IF ANY, SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND, DOWNTIME COSTS AND CAPITAL COSTS, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, ARISING OUT OF THE USE OF, INABILITY TO USE, OR DEFECT, FAILURE OR MALFUNCTION IN, THE SOFTWARE, DOCUMENTATION, ENHANCEMENTS OR ARISING OUT OF THE SUPPORT OR OTHERWISE UNDER THIS AGREEMENT, WHETHER A CLAIM FOR SUCH DAMAGE IS BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EVEN IF TELELOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE USE OF THE SOFTWARE AND ALL CONSEQUENCES ARISING THEREFROM IS THE SOLE RESPONSIBILITY OF LICENSEE. (b) UNDER NO CIRCUMSTANCES SHALL TELELOGIC AND ANY OF ITS LICENSORS BE LIABLE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, SUPPORT, OR OTHERWISE UNDER THIS AGREEMENT, IN THE AGGREGATE, FOR AN AMOUNT MORE THAN THE GREATER OF (i) PAYMENTS MADE TO TELELOGIC BY LICENSEE PURSUANT TO THIS AGREEMENT WITH RESPECT TO THE SOFTWARE THAT CAUSED THE DAMAGES, DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED, OR (ii) US$100. 10. MISCELLANEOUS (a) Headings and Severability. The headings to the sections contained herein are for the ease of reference only and shall not affect interpretation or construction of this Agreement. If, under applicable law or regulation, any provision of this Agreement is invalid or unenforceable, or otherwise directly or indirectly affects the validity of any other material provision(s) of this Agreement ("Severed Clause"), it is mutually agreed that this Agreement shall endure except for the Severed Clause. (b) Waiver. The terms of this Agreement may be waived only in writing and no failure or delay in enforcing rights hereunder shall be construed as a waiver. The waiver by either of the parties hereto of any breach of any provision hereof by the other party shall not be construed to be either a waiver of any succeeding breach of any such provision or a waiver of the provision itself. (c) Entire Agreement. This Agreement contains the entire understanding between the parties on its subject matter, and annuls, replaces, and rejects any other agreements or understandings, whether written or oral, which may exist or have existed between the parties on the subject matter hereof, including any contradictory terms on Licensee's documentation. Telelogic rejects all additional or conflicting terms of Licensee's form purchasing document. No alteration or amendment to this Agreement shall be valid unless such alteration or amendment is made in writing and signed by the parties hereto. (d) Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of Telelogic and Licensee; provided, however, that Licensee may not sublicense or assign this Agreement or any of its rights, duties or obligations hereunder, by operation of law or otherwise, without the prior written consent of Telelogic. Any assignment by Licensee without such consent shall be void. (e) Nature of Relationship. Nothing herein shall be construed to place the parties in a relationship of partners or joint ventures, or of agency, and neither party shall have the power to obligate or bind the other in any manner whatsoever. (f) Force Majeure. Either party shall be excused from fulfillment of any obligation under this Agreement (other than payment obligations) only to the extent that and for so long as such performance is prevented or delayed by an industrial dispute or any other cause beyond its reasonable control, such as, but not limited to, riots; floods; war; warlike hostilities; fires; embargo; shortage of labor, epidemics, power, fuel, means of transportation or common lack of other necessities. In such event or cause, such party shall promptly notify the other party who may extend the time of performance required to remedy such breach, to an amount equal to the time loss caused by the event. (g) Governing Law. If Licensee is not a company incorporated or headquartered in the United States, this Agreement shall be governed by and construed in accordance with, and any arbitration or court action hereunder shall apply, the laws of Sweden, other than: (i) its conflict/choice of law provisions; (ii) the United Nations Convention on Contracts for the International Sale of Goods; and (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods (the "1974 Convention"); and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. If Licensee is a company incorporated or headquartered in the United States, the validity and performance of this Agreement shall be governed by the laws of the State of New York, USA, excluding: (i) its provisions on conflicts or choice of laws (unless both parties are located within New York); (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods (the "1974 Convention"); and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. (h) Dispute Resolution. If Licensee is not a company incorporated or headquartered in the United States any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by binding arbitration conducted in the English language in Stockholm, Sweden by arbitration administered at the Arbitration Institute of the Stockholm Chamber of Commerce ("SCC Institute") in accordance with the Rules of the SCC Institute. The arbitration tribunal shall consist of three (3) arbitrators. However, where the amount in dispute does not exceed USD 100,000 the SCC Institute's Rules for Expedited Arbitrations shall apply. The award of the arbitrators shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction. Any arbitration proceedings shall be kept strictly confidential by the parties and neither party may disclose the substance of the arbitration proceedings or any information there under unless required to do so by law. If Licensee is a company incorporated or headquartered in the United States, any dispute arising from or in connection with this Agreement shall be subject to binding arbitration in New York, New York in accordance with the commercial rules of the American Arbitration Association, and judgment upon the arbitral awarded rendered may be entered in any court having jurisdiction thereof. The arbitrator shall not be empowered to award damages in excess of actual damages. Notwithstanding the foregoing, either party may initiate an action in the courts of competent jurisdiction in a convenient forum to seek to prevent or halt a violation of Section 7 (Confidentiality) above. The prevailing party in any dispute under this section shall recover reasonable attorney's fees and costs (including arbitration costs). Any arbitration proceedings shall be kept strictly confidential by the parties and neither party may disclose the substance of the arbitration proceedings or any information there under unless required to do so by law. (i) Notices. All notices and exchanges of information under or in connection with this Agreement shall be in writing and shall be deemed duly given upon delivery to the other party as follows (or such other address of which such party shall have given written notice in accordance with this Section 10(i)): if to Telelogic: to the attention of its Legal Department at its then-current corporate offices address as identified on its website www.telelogic.com; if to Licensee: to the address provided by Licensee during an online ordering or registration process or on the purchase order. * * * ATTACHMENT 1 - MULTI-TIERED SUPPORT SERVICES Technical Support assistance provided by Telelogic Support Centers. Level Description ----- ----------- Platinum 7 days a week, 24 hours a day technical Support assistance for 2 contacts per 25 Software licenses via telephone, e-mail, or fax. Top priority treatment - cases placed in a priority track over Silver and Gold Support level cases. Access to a dedicated Telelogic Support Representative during regular regional hours. Annual follow-up meeting on Licensee's site with Telelogic's Vice President for Global Support. On-site support assistance offered at a reduced rate. On-site installation assistance offered at a reduced rate. Periodical quality revisions offered at a reduced rate. Preferential rates for certification of Licensee experts who want to set up in-house first-line support centers. Telelogic Support User Group Membership - includes an invitation to the annual Support User Group conference, normally hosted during the Telelogic User Group Conference, to influence the support offerings. Invitation to maintain a direct dialogue with Telelogic's product development organization. Proactive shipment of Software updates and patches. Access to Software updates, including bug corrections, extensions, and other changes or upgrades made by Telelogic to the standard software. Access to the Telelogic customer-only support web site where Licensee can obtain patches and other Software specific technical information. Access to the Telelogic customer support knowledge base on the web site. Access to case tracking on the support web site. Eligible for Add-on: Support for Certain Older Software Version(s). Note: Support outside local office hours delivered in English only. Gold 5 days a week, 24 hours a day technical support assistance for 2 contacts per 25 Software licenses via telephone, e-mail, or fax. Top priority treatment - cases placed in a priority track over Silver Support level cases. Proactive shipment of Software updates and patches. Access to Software updates, including bug corrections, extensions, and other changes or upgrades made by Telelogic to the standard software. Access to the Telelogic customer-only support web site where Licensee can obtain patches and other Software specific technical information. Access to the Telelogic customer support knowledge base on the web site. Access to case tracking on the support web site. Eligible for Add-on: Support for Certain Older Software Version(s). Eligible for: Scheduled Weekend support. Note: Support outside local office hours delivered in English only. Silver 5 days a week, 8 hours a day (regional service hours) technical support assistance for 2 contacts per 25 Software licenses via telephone, e-mail, or fax. Access to Software updates, including bug corrections, extensions, and other changes or upgrades made by Telelogic to the standard software. Access to the Telelogic customer-only support web site where Licensee can obtain patches and other Software specific technical information. Access to the Telelogic customer support knowledge base on the web site. Access to case tracking on the support web site. Eligible for Add-on: Support for Certain Older Software Version(s). Eligible for: Scheduled Weekend support. Scheduled Weekend Available for Gold or Silver support level Licensees: suggested for special projects or activities scheduled over weekends or holidays. This is a case by case service and the hours will be tailored to Licensee's needs. Installation assistance. System and network upgrades. New version migrations. General technical assistance. Service Hours and E-mail Addresses ---------------------------------- Asia and Pacific Australia and New Zealand 9 am - 5 pm AEST Other Asian regions 9 am - 5:30 pm GMT+5.5 Telelogic DocExpress docexpress.apac@telelogic.com Telelogic DOORS doorssupport.apac@telelogic.com Telelogic Focal Point fpsupport.apac@telelogic.com Telelogic Rhapsody rhapsodysupport.apac@telelogic.com Telelogic Statemate statematesupport.apac@telelogic.com Telelogic Synergy synergysupport.apac@telelogic.com Telelogic System Architect sasupport.apac@telelogic.com Telelogic Tau tausupport.apac@telelogic.com Other products support.apac@telelogic.com China 9 am - 5:30 GMT+8 Telelogic DocExpress docexpress.china@telelogic.com Telelogic DOORS doorssupport.china@telelogic.com Telelogic Focal Point fpsupport.china@telelogic.com Telelogic Rhapsody rhapsodysupport.china@telelogic.com Telelogic Statemate statematesupport.china@telelogic.com Telelogic Synergy synergysupport.china@telelogic.com Telelogic System Architect sasupport.china@telelogic.com Telelogic Tau tausupport.china@telelogic.com Other products support.china@telelogic.com Japan 9:30 am - 6:00 pm GMT+9 Telelogic DocExpress docexpress.japan@telelogic.com Telelogic DOORS doorssupport.japan@telelogic.com Telelogic Focal Point fpsupport.japan@telelogic.com Telelogic Rhapsody rhapsodysupport.japan@telelogic.com Telelogic Statemate statematesupport.japan@telelogic.com Telelogic Synergy synergysupport.japan@telelogic.com Telelogic System Architect sasupport.japan@telelogic.com Telelogic Tau tausupport.japan@telelogic.com Other products support.japan@telelogic.com Korea 9 am - 6 pm GMT+9 Telelogic DocExpress docexpress.korea@telelogic.com Telelogic DOORS doorsupport.korea@telelogic.com Telelogic Focal Point fpsupport.korea@telelogic.com Telelogic Rhapsody rhapsodysupport.korea@telelogic.com Telelogic Statemate statematesupport.korea@telelogic.com Telelogic Synergy synergysupport.korea@telelogic.com Telelogic System Architect sasupport.korea@telelogic.com Telelogic Tau tausupport.korea@telelogic.com Other products support.korea@telelogic.com Europe 8 am - 5 pm GMT Telelogic DocExpress docexpress.eu@telelogic.com Telelogic DOORS doorssupport.eu@telelogic.com Telelogic Focal Point fpsupport.eu@telelogic.com Telelogic Rhapsody rhapsodysupport.eu@telelogic.com Telelogic Statemate statematesupport.eu@telelogic.com Telelogic Synergy synergysupport.eu@telelogic.com Telelogic System Architect sasupport.eu@telelogic.com Telelogic Tau tausupport.eu@telelogic.com Other products support.eu@telelogic.com USA, Canada & South America 9 am - 8 pm EST Telelogic DocExpress docexpress.us@telelogic.com Telelogic DOORS doorssupport.us@telelogic.com Telelogic Focal Point fpsupport.us@telelogic.com Telelogic Rhapsody rhapsodysupport.us@telelogic.com Telelogic Statemate statematesupport.us@telelogic.com Telelogic Synergy synergysupport.us@telelogic.com Telelogic System Architect sasupport.us@telelogic.com Telelogic Tau tausupport.us@telelogic.com Other products support.us@telelogic.com Website: http://support.telelogic.com ~ ~ ~ SLA Support v.15may2007CLK CONFIDENTIAL

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