1. TERMS AND CONDITIONS

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1 Global Supply Chain Services - Standard Terms and Conditions for Software (Taiwan Version Dated 01-Dec-08) 1. TERMS AND CONDITIONS These Global Supply Chain Services - Standard Terms and Conditions for Software ( GSCS Standard Terms ) and any corresponding Software Order Form referencing these GSCS Standard Terms, shall be considered one complete and fully integrated agreement and shall govern the provision of Licensed Products, Support and Maintenance (if required) set forth in such a Software Order Form (each such combined GSCS Standard Terms and Software Order Form being a separate agreement referred to hereinafter as the Agreement ). All Licensed Products provided by the Supplier under this Agreement may be used for Trade Use or for HP s internal business operations unless agreed otherwise by the parties in the corresponding Software Order Form. 2. FINANCIAL TERMS 2.1 Prices. All prices for Licensed Products, Support and Maintenance will be specified in a Software Order Form. 2.2 VAT. Where applicable, all prices are exclusive of applicable value added tax and other similar taxes (collectively "VAT"). If such taxes are applicable, Supplier will separately identify all applicable VAT and ensure that its invoices to HP meet the requirements for deduction of input VAT by HP. 2.3 Sales and Use Tax. Where applicable, prices are exclusive of sales and use tax. If such taxes are applicable, Supplier shall separate all goods and services delivered to HP into taxable and non-taxable categories on Supplier s invoice such that HP is only taxed for the delivery of taxable goods and services. Supplier will not invoice or otherwise attempt to collect from HP any taxes with respect to which HP has provided Supplier with (i) a valid resale or exemption certificate, (ii) evidence of direct payment authority, or (iii) other evidence, reasonably acceptable to Supplier, that such taxes do not apply. 2.4 Withholding and Other Taxes. If HP is required by law to withhold and remit tax relating to Supplier s order, HP shall be entitled to reduce the payment by the amount of such tax. HP shall not be responsible for any taxes measured by Supplier s net income or legally required withholding taxes. 2.5 Invoices. Unless otherwise directed by HP, Supplier shall submit invoices electronically, at Supplier's sole expense directly to HP's authorized electronic invoicing contractor. Supplier shall not invoice HP for any Licensed Products, Support and Maintenance prior to acceptance unless otherwise expressly stated in the Software Order Form. 2.6 Payment by HP. Payments will be issued sixty (60) days after HP s receipt of a valid invoice or receipt of the Licensed Products, Support and Maintenance, whichever is later ( Payment Initiation Date ). No invoice may be dated or submitted earlier than the delivery date specified by HP. Any prompt payment discount will be calculated from the Payment Initiation Date referred to above. Payment will be in New Taiwan Dollars unless otherwise stated. Payment will not constitute acceptance of any Licensed Products, Support and Maintenance. 2.7 Expense Reimbursement. HP will not reimburse Supplier for any expense incurred by Supplier unless the expense is reasonable, preapproved by HP in writing, and itemized on an invoice within ninety (90) days of the date on which the expense was originally incurred. 3. ORDERING, DELIVERY AND ACCEPTANCE TERMS 3.1 Reseller Certificate. Any purchase order issued by HP under this Agreement for Trade Use purposes will reference a reseller certificate number where applicable. 3.2 Purchase Order Requirement. Supplier will not commence delivery of any Licensed Products or Support and Maintenance or incur any related expenses unless it has received an HP purchase order expressly authorizing such deliveries or expenses. Supplier waives its right to pursue, any fees, costs, loss or damages from HP in connection with any Support and Maintenance or expense that were commenced or incurred prior to receipt of an HP purchase order. 3.3 Title and Risk of Loss. Supplier s delivery of Licensed Products to HP or Customer shall be Delivered Duty Paid. 3.4 Delivery and Acceptance. Supplier shall deliver the Licensed Product electronically to locations chosen by HP unless agreed otherwise by the parties in writing. Acceptance criteria for Support and Maintenance shall be set forth in the Software Order Form. Acceptance of Licensed Products will be presumed unless HP or Customer demonstrates within thirty (30) days after delivery that the Licensed Product does not conform to the specifications set forth in the documentation, specifications, manuals and any relevant data sheet or promotional literature provided by Supplier. Notwithstanding the foregoing, such acceptance is subject to the compliance of the Licensed Product(s) with the terms of this Agreement, including, without limitation, compliance with Section 10, Warranties. 4. RIGHTS GRANTED LICENSED PRODUCT 4.1 Ownership. Supplier hereby reserves all rights to the Licensed Product, and any copyrights, patents, or trademarks, embodied therein or used in connection therewith, except for the rights expressly granted herein. Neither party is granted any ownership in or license to the trademarks, marks or trade names of the other party. 4.2 Internal Use License Grant. Supplier hereby grants to HP during the License Term an irrevocable, fully paid up, non-exclusive, royalty free, worldwide license to use, modify, reproduce, display, distribute, import and disclose the Licensed Product solely for Internal Use. 4.3 Trade Use License Grant. Supplier hereby grants to HP, a non-exclusive, license to display and distribute the Licensed Products to Customers worldwide for such Customer's use. In addition, Supplier hereby grants to HP, and HP's third party service providers, the right to use the Licensed Products distributed by HP and licensed by a Customer when providing Outsourcing Services, consulting, integration, support or other services to such Customer, including installation or integration of the Licensed Products with software or hardware products at HP s, Customer s or a third party service provider s location, or when providing an integrated solution to such Customer. 4.4 Transfer Obligations Applicable to Trade Use License Grants. HP's sole responsibility with respect to the distribution rights granted herein shall be to distribute the Licensed Product in the form supplied by Supplier which may be either of the following: a) Shrink-wrap or Click-wrap License Agreements. Supplier acknowledges it has sole responsibility for including a shrink-wrap or clickwrap software license agreement with the Licensed Product. Supplier's current form of shrink-wrap or click-wrap software license shall be provided as an attachment to the Software Order Form. HP shall have no responsibility or liability with respect to the sufficiency of, or enforcement of, Supplier's shrink-wrap or click-wrap software license agreement or Support and Maintenance agreement with the GSCS Standard Terms and Conditions for Software (TWN-eng Version) Page 1 of 6

2 Customer. Supplier will notify HP promptly of any changes to its shrink-wrap or click-wrap software license terms and provide a copy thereof to HP. However, Supplier retains sole responsibility for including such updated license terms with the Licensed Products. b) Customer Executed License Agreements. If Supplier requires Customer to sign an end user license agreement, such end user license agreement shall be executed by and between Customer and Supplier. Supplier is responsible for ensuring that end user license agreements are signed and in place prior to Supplier s delivery of the Licensed Product to HP or Customer. Supplier will notify HP in writing when the end user license agreement for a Customer has been executed and the Licensed Product is ready to ship. Supplier is responsible for conducting, on a timely basis, any and all negotiations on the terms of Supplier s end user license agreement directly with Customer. HP will direct comments or questions regarding the end user license agreement to Supplier. Supplier s current end user license agreement will be provided as an attachment to the Software Order Form. 4.5 Trade Use License Grant for Outsourcing Services. Supplier hereby grants to HP, and HP s third party service providers, a worldwide, nonexclusive, irrevocable, perpetual license, to install, operate, and use the Licensed Products in providing Outsourcing Services to Customers, from HP or its third party service provider's data center(s) or at the Customer s designated location(s). The foregoing shall be permissible regardless of any conflicting provision(s) in the end user license agreement which provide otherwise. 4.6 Additional Outsourcing Services Terms. a) Password Provision. When providing Licensed Product that contains a password, license key or similar device that would prevent HP from exercising its rights pursuant to this Agreement, Supplier will provide HP with a master password, license key or a similar device that would allow HP s continued use of the Licensed Product pursuant to the terms and conditions of this Agreement b) License Assignment to Customer. At no additional charge to HP or its Customer, HP may, at its sole discretion, assign the Licensed Product license(s) to the Customer during, or upon termination of, HP s provision of Outsourcing Services to the Customer. 4.7 No Third Party License Obligations. Supplier will identify in the Software Order Form any Open Source or freeware contained in each Licensed Product and the corresponding third party licenses for purposes of HP internal review. To the extent any third party materials are contained in a Licensed Product, Supplier agrees that each such Licensed Product will comply with the third party licenses and that HP s distribution of such Licensed Product, as provided by Supplier, will not be in conflict with any third party license requirements and will satisfy all conditions on use, modification or distribution of such third party materials without the need for any additional, unanticipated action or license fees on HP s part. 4.8 Audit Rights. Supplier shall have no audit rights applicable to HP use of Licensed Products notwithstanding any contrary language in any applicable End User License Agreement or other agreement. 4.9 Restrictions. HP agrees that it will not disassemble, decompile or otherwise convert the Licensed Product object code to human readable form. HP agrees that it will not intentionally remove any copyright notices, proprietary markings, trademarks or trade names from the Licensed Product or documentation. Although the Licensed Product source code may contain confidential and trade secret information of Supplier, the Licensed Product in object code format and related documentation are deemed non-confidential and HP is not under any obligation to restrict access to or use of the Licensed Product or related documentation, except as otherwise provided in this Section Back-Up, Archive, Failover and Transfer. HP may, at no additional charge, transfer the Licensed Products to substitute, back-up or replacement computer systems, provided that HP removes any such Licensed Products from the computer system in which the Licensed Products was previously installed. HP may, at no additional charge make copies or adaptations of the Licensed Products for archival and back-up purposes. HP shall have the right, at no additional charge, to maintain a failover copy of any Licensed Products on one or more redundant computer systems. Such failover Licensed Products shall be available to immediately initiate a process or application in the event that the primary computer system fails for any reason. The foregoing shall be permissible regardless of any conflicting provision(s) in the end user license agreement which provide otherwise Support and Maintenance. This Agreement and the licenses provided are not contingent upon HP s entry into a Support and Maintenance relationship with Supplier. In the event that HP elects to receive Support and Maintenance, Supplier shall provide such Support and Maintenance as set forth in the Software Order Form. Unless otherwise agreed to in writing, all Support and Maintenance for the Licensed Products used or distributed by HP will be Supplier's responsibility. 5. CONFIDENTIAL INFORMATION 5.1 Confidential Information. Confidential Information means any information or data disclosed that (i) is marked at the time of disclosure as proprietary or confidential, (ii) is concerning or related to HP's or Customer s products (including the discovery, invention, research, improvement, plans, roadmaps, development, manufacture, or sale thereof), processes, or general business operations (including sales costs, profits, pricing methods, organization, and employee lists), and any information obtained through access to any HP Information Systems, HP or Customer technical data, HP or Customer s customers, this Agreement, any and all pricing information whether or not in the Agreement, (iii) is or concerns any Customer provided information; or (iv) if orally disclosed, is identified at the time of disclosure as proprietary or confidential and is described as such in a written summary delivered to the receiving party within thirty (30) days of disclosure. 5.2 Confidential Information Obligations. Supplier will protect, and will ensure its Personnel protect, Confidential Information to prevent the unauthorized use, dissemination, disclosure or publication of Confidential Information. Supplier may disclose Confidential Information only to those of its Personnel who have a need to know and who are under an obligation of confidentiality at least as restrictive as that contained herein. Each such recipient of Confidential Information will be advised of the Supplier s obligations under this Agreement. Confidential Information received may be used only to fulfill the purposes of the Agreement. If the Supplier or any of its affiliates is requested or required by subpoena, court order, or similar process or applicable governmental regulation to disclose any Confidential Information, the Supplier will provide HP with prompt notice of such request or obligation so that HP may seek an appropriate protective order or procedure if it elects to do so. Obligations regarding Confidential Information will survive termination of this Agreement and survive perpetually. 5.3 Exclusions. The foregoing confidentiality obligations will not apply to Confidential Information that: (i) is already known to Supplier prior to disclosure; (ii) is or becomes a matter of public knowledge through no fault or breach on the part of Supplier; (iii) is rightfully received without a duty of confidentiality from a third party who has the right to transfer or disclose it; (iv) is independently developed by Supplier without the use of any Confidential Information of HP; (v) is disclosed under operation of law; or (vii) is disclosed by Supplier with the prior written approval of HP. 5.4 Access to Information Systems. Access, if any, to HP s or Customer s Information Systems is granted solely to provide Support and Maintenance, and is limited to those specific HP or Customer Information Systems, access locations, time periods and Personnel as are GSCS Standard Terms and Conditions for Software (TWN-eng Version) Page 2 of 6

3 separately agreed to by HP and Supplier from time to time. HP or Customer may require Supplier s employees, Subcontractors or agents to sign individual agreements prior to access to HP s or Customer s Information Systems. Access is subject to HP and/or Customer business control and information protection policies, standards and guidelines as may be modified from time to time. Supplier agrees to access Information Systems only from specific locations approved for access by HP. For access outside of HP or Customer premises, HP will designate the specific network connections to be used to access Information Systems. LIMITATION OF LIABILITY EXCEPT AS SET FORTH BELOW NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF THE OTHER (INCLUDING LOSS OF DATA, PROFITS OR REVENUE, COST OF CAPITAL OR DOWNTIME COSTS), OR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES, ARISING OUT OF ANY PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, ANY PURPORTED LIMITATION OR WAIVER OF LIABILITY SHALL NOT APPLY TO SUPPLIER S OBLIGATION UNDER THE INDEMNIFICATION, CONFIDENTIAL INFORMATION OR PERSONAL DATA SECTIONS OF THIS AGREEMENT OR EITHER PARTY S LIABILITY TO THE OTHER FOR PERSONAL INJURY, DEATH OR PHYSICAL DAMAGE TO PROPERTY CLAIMS. INDEMNIFICATION 7.1 Indemnification. Supplier will defend, indemnify, protect and hold harmless HP, their Customers and Authorized Users, from and against any and all third party claims, losses, liens, demands, attorneys' fees, damages, liabilities, costs, expenses, obligations, causes of action, or suits, (collectively Claims ) to the extent that such Claims are caused by (i) any negligent act or omission or willful misconduct of Supplier or its Personnel; (ii) the breach of this Agreement by Supplier or their Personnel (iii) property loss, damage, personal injury or death, sustained by Supplier or by any of Supplier s or its Personnel, or (iv) any Claim that Licensed Product provided by Supplier under this Agreement infringes or misappropriates any third party s patents, copyrights, moral rights, trade secrets, mask works, trademarks, service marks or other intellectual property rights. 7.2 Injunction Remedies. If the use of any Licensed Products, alone or in combination with other equipment, software, method or service is enjoined, Supplier shall, at its sole expense and option: (i) procure for HP and Customer the right to continue using the Licensed Products; (ii) replace the Licensed Products with a non-infringing version of equivalent function and performance; or (iii) modify the Licensed Products to be non-infringing without detracting from function or performance. If one of the foregoing remedies are not reasonably available, Supplier shall promptly refund to HP all fees paid for the enjoined Licensed Products, reimburse HP for any costs incurred by HP as a result of such injunction, in addition to any other available remedies. 7.3 Exclusions. Notwithstanding the foregoing, Supplier will have no responsibility for Claims arising from unauthorized modifications of the Licensed Products made by HP, or use of the Licensed Products in combination with any equipment, software or services not provided by Supplier or HP, provided such IP Claim would not have arisen but for such modification or combination, provided such combination is not reasonably inferable from the nature of the Licensed Products, any Software Order Form, or Supplier s documentation. 7.4 Notice. HP will give Supplier prompt notice of any Claim. If Supplier assumes defense of such Claim without reservation of rights, HP will provide Supplier the authority, information and reasonable assistance (at Supplier's expense) necessary to defend. Should Supplier not diligently pursue resolution of such Claim or fails to provide HP with reasonable assurance that it will diligently pursue resolution, then HP may, without in any way limiting its other rights and remedies, defend the Claim and collect all costs of doing so from Supplier. Any settlement or compromise Supplier desires to enter into will be subject to HP s prior approval. HP and any other indemnitee may, in its or their discretion, participate in the defense of such Claim. TERM AND TERMINATION 8.1 Term of Agreement. This Agreement shall commence on the effective date of the Software Order Form and shall continue in force for twelve (12) months, unless otherwise terminated pursuant to this Section. Additionally, HP can unilaterally renew any Support and Maintenance for up to three (3) additional consecutive one (1) year periods by written notice to the Supplier. 8.2 Termination for Cause. Either party may terminate this Agreement by written notice to the other if either party breaches any provision of the Agreement and such breach is not cured within thirty (30) days, or a lesser time if based on requirements of a Prime Agreement, after written notice thereof is received by the breaching party. 8.3 Termination without Cause. HP reserves the right to terminate the Agreement or any Support and Maintenance hereunder in whole or in part, without liability at any time, without cause, upon fourteen (14) days prior written notice to Supplier. 8.4 Effect of Termination Support and Maintenance. Upon termination of this Agreement, Supplier will immediately cease work and provide HP with any and all work in progress or completed prior to the termination date. As HP s sole obligation to Supplier resulting from such termination, HP will pay Supplier an equitable amount as determined by HP for the partially completed work in progress and the agreed to price for the completed Support and Maintenance provided and accepted prior to the date of termination. 8.5 Effect of Termination Licensed Products (Internal Use). Notwithstanding any termination or expiration of this Agreement, HP shall have the right to continue to use the Licensed Products subject to rights granted herein. 8.6 Effect of Termination Licensed Products (Trade Use). Notwithstanding any termination or expiration of this Agreement, HP shall have the right to continue to use the Licensed Products to support existing Customers and all licenses granted to HP or Customers for use of the Licensed Products shall survive. Supplier will continue to provide Support and Maintenance to HP under the terms of this Agreement, so that HP may continue to support all existing Customers after termination or expiration of this Agreement. 8.7 Return of Materials. Upon termination of this Agreement or completion of Supplier's Support and Maintenance obligations under a Software Order Form, whichever occurs first, Supplier shall promptly return to HP all materials and or tools provided by HP or Customer under this Agreement and all written Confidential Information provided by HP or Customer to Supplier. EXPORT AND IMPORT COMPLIANCE Supplier will comply with all applicable export, import and trade-related laws and regulations of the United States and other nations. Supplier warrants that: (i) the products, software, technology, and other materials provided under this Agreement are classified for export as being eligible for US export licenses exception TSU (Technology and Software Unrestricted) under the Department of Commerce Export Administration Regulations GSCS Standard Terms and Conditions for Software (TWN-eng Version) Page 3 of 6

4 and do not include prohibited features or functionality related to cryptography; and (ii) neither the U.S. Department of Commerce nor any other U.S. government agency nor other national governments have denied or abridged the export privileges of Supplier, and that Supplier will give immediate notice to HP in the event that its export privileges are denied or abridged. Supplier agrees that before releasing, transferring, or exporting any restricted products, software, technology, technical data or technical assistance to Country Groups D:1, E:1 and E:2 as identified in Supplement No. 1 to Part 740 of the U.S. Export Administration Regu lations (see (i) Supplier will obtain any required US government authorization; and (ii) if any such restricted software, technology, technical data or technical assistance is provided by HP, Supplier will obtain written authorization from HP. 10. WARRANTITES 10.1 Intellectual Property Warranty. Supplier warrants that: (i) it has full power and authority to provide Support and Maintenance and to grant HP the rights granted herein, including the right to use, display and distribute each Licensed Product to the extent set forth in this Agreement, (ii) Licensed Product is free of any and all restrictions, settlements, judgments or adverse claims; (iii) there is no copyright, patent, or trade secret or other proprietary right of a third party that would be infringed or misappropriated by HP's or Customer s use of the Licensed Product, (iv) Supplier has obtained all necessary licenses for HP and HP s Customers to any third party materials (including without limitation, all Open Source and freeware licenses) included in each Licensed Product Support and Maintenance Warranty. Supplier warrants that Support and Maintenance will be performed by Supplier in a professional manner, consistent with the standard of skill and care exercised by the best professionals within Supplier s industry on projects of comparable scope and complexity, in a similar location, and in conformance with the requirements of this Agreement 10.3 Licensed Product Warranty. Supplier Warrants that: (i) no Licensed Product will contain hidden files, viruses, time bombs or any code or function that operates to alter, damage or erase data or computer programs without control of the person operating the computing equipment on which the Licensed Product resides; (ii) the Licensed Product shall operate in conformance with the Licensed Product specifications and user documentation for a period of ninety (90) days following acceptance of the Licensed Product by HP and receipt of any new version of the Licensed Product by HP Disclaimer. SUPPLIER HEREBY DISCLAIMS AND HP EXPRESSLY WAIVES ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE Rem edy for Breach. a) In the event of a breach of Section 10.1 (Intellectual Property Warranty) Supplier shall be obligated to the requirements of Section 7.2, (Injunction Remedies). b) In the event of a breach of Section 10.2 (Support and Maintenance Warranty), HP may elect to exercise its rights under Section 8 (Term and Termination), or allow Supplier to immediately re-perform any and all portions of the Support and Maintenance which HP or Customer find to be defective or non-conforming without charge to HP or Customer. c) In the event of a breach of Section 10.3 (Licensed Product Warranty), HP may elect to exercise its rights under Section 8 (Term and Termination) or allow Supplier to remedy any nonconformance with the Licensed Product warranty within ten (10) business days following notification from HP. If Supplier is unable to remedy such nonconformance, Supplier agrees that HP may return the Licensed Product and Supplier shall promptly refund any monies paid for such Licensed Product in addition to any other remedies available to HP. 11. GENE RAL PROVISIONS 11.1 Independent Contractors. Supplier will act solely as an independent contractor. Nothing contained herein will be construed to create the relationship of principal and agent, employer and employee, partners or joint venturers No Assignment. Supplier shall not delegate its duties nor assign its rights or obligations under this Agreement and/or any Software Order Form without HP s prior written consent. Any attempted delegation or assignment by Supplier without such consent shall be void Choice of Law. This Agreement shall be interpreted and governed by the laws of Taiwan and Taipei District Court shall be the Court of the first instance. Supplier and HP expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or to the transactions processed under this Agreement Compliance with Applicable Law. Supplier warrants that it will comply with all constitutions, laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits and legally binding requirements of all federal, state and local governmental authorities applicable to either party s performance under this Agreement Non-Restrictive Relationship. Nothing in this Agreement shall be construed so as to preclude HP or any of its subsidiaries or affiliates from independently developing or from acquiring, marketing or providing similar products or services that may perform the same or similar functions as the Licensed Products, Support and Maintenance Notices. All notices required under this Agreement will be in writing and will be sent to the address of the recipient specified in the Software Order Form. Any such notice may be delivered by hand, by overnight courier or by first class pre-paid letter, and will be deemed to have been received: (i) if delivered by hand - at the time of delivery; (ii) if delivered by overnight courier - 24 hours after the date of delivery to courier with evidence of delivery from the courier; (iii) if delivered by first class mail three (3) business days after the date of mailing U.S. Federal Procurement Requirements. For any Software Order Form referencing a specific U.S. Government prime contract, all applicable procurement regulations required by federal statute or regulation to be inserted in U.S. Government subcontracts apply, including but not limited to FAR Utilization of Small Business Concerns, FAR Small Business Subcontracting Plan, FAR Liquidated Damages Subcontracting Plan, FAR Equal Opportunity, FAR Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and other Eligible Veterans, FAR Affirmative Action for Workers with 11.8 Disabilities, FAR Notification of Employee Rights Concerning Payment of Union Dues or Fees, FAR Service Contract Act of 1965 as Amended (July 2005), FAR Preference for Privately Owned U.S. Flag Commercial Vessels (as required in accordance with paragraph (d) of FAR clause ) and FAR Combating Trafficking in Persons. These provisions have the same force and effect as if they were stated in their full text. U.S. Government Rights. Commercial software and commercial computer software documentation is provided to United States Government agencies in accordance with the terms of this Agreement, FAR and DFARS For Commercial Technical Data the GSCS Standard Terms and Conditions for Software (TWN-eng Version) Page 4 of 6

5 12. restrictions set forth in FAR and for DoD agencies DFARS shall also apply. Data first produced in the performance of work under this Agreement is provided to U.S. Government agencies in accordance with FAR (b)(1)(i) Publicity. Supplier shall not publicize or disclose the terms or existence of this Agreement, nor shall Supplier use the name(s), trademark(s), or tradename(s) of HP, its subsidiaries or affiliates, except as follows: i) With the prior written consent of HP; or ii) as may be necessary for Supplier to perform its obligations under this Agreement; or iii) as may otherwise be required by law. HP may impose, as a condition of its consent, any restrictions which HP deems appropriate, in its sole discretion. Supplier shall provide 10 days written notice to HP prior to disclosure under subsections (ii) or (iii) above Waiver. Neither party's failure to exercise or delay in exercising any of its rights under this Agreement shall constitute or be deemed to constitute a waiver, forfeiture, or modification of such rights. Waiver of a breach of this Agreement shall not be deemed a waiver of any future breach. Any waiver must be in writing and signed by each party's representative Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. In such event, the parties will negotiate a valid, enforceable substitute provision that most nearly effects the parties original intent in entering into this Agreement or provide an equitable adjustment in the event no such provision can be added Precedence. In the case of inconsistency between the provisions of this Agreement and the preprinted terms and conditions of any purchase order, this Agreement will control. In the case of any inconsistency between these GSCS Standard Terms and a Software Order Form referencing these GSCS Standard Terms, the GSCS Standard Terms Addendum within the Software Order Form (if any) will control. Notwithstanding the foregoing, the following provisions in this Agreement will always control in the event of a conflict: Section 4 (Rights Granted Licensed Product), Section 5 (Confidential Information), Section 6 (Limitation of Liability), Section 7 (Indemnification), and Section 9 (Export and Import Compliance). If a Customer Flow Down imposes additional obligations on Supplier as to these five terms, this is not considered a conflict. In such an event, Supplier will be required to comply with both HP s terms and the additional requirements of the Customer Flow Down Surviving Provisions. The following sections shall survive the termination or expiration of this Agreement: Section 4 (Rights Granted Licensed Product), Section 5 (Confidential Information), Section 6 (Limitation of Liability), Section 7 (Indemnification), Section 10 (Warranties), Section 11 (General Provisions), any Customer Flow Down imposing additional obligations on Supplier as to these terms and all licenses granted to HP hereunder Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements and representations whether oral or written. No supplement, modification or amendment of this Agreement will be binding unless in a writing which states that it is an amendment of this Agreement, and which is signed by an authorized representative of each party who is authorized to amend this Agreement. For purposes of this Agreement, a writing shall specifically exclude any click-wrap, shrink-wrap or similar terms which accompany the Licensed Product. DEFINITIONS 12.1 Authorized Users means HP, its affiliates and subsidiaries, and its and their respective joint venturers, employees, agents, consultants, contractors and service companies "Customer" means an HP customer to whom HP has agreed to provide goods or services Days will mean calendar days Delivered Duty Paid means (i) Supplier shall deliver the Licensed Products to HP cleared for import; (ii) Supplier owns Licensed Products in transit; (iii) title and risk of loss pass to HP upon delivery of Licensed Products to the destination specified in the Purchase Order; (iv) Supplier pays and bears all costs, including but not limited to freight, shipping, duties, and taxes, required to deliver Licensed Products to the destination identified in the Purchase Order; (v) Supplier is liable for any loss or damage due to Supplier s failure to preserve, package, handle or pack Licensed Products; and (vi) Supplier is responsible for insuring all Licensed Products until risk of loss passes to HP HP throughout this Agreement (with the exception of Section 2 (Financial Terms), means Hewlett-Packard Company and its affiliates and subsidiaries. Within Section 2 (Financial Terms), HP means the HP entity that is signatory to the Agreement Information Systems means information systems including, but not limited to, net-services, computers, computer systems, communication systems and other information systems; and means of access to such systems including, but not limited to, passwords, tokens, keys, logon scripts or other authentication information Internal Use means use on a worldwide basis by HP and all Authorized Users for internal information processing services and computing needs, including but not limited to, any failover use or any home, remote, travel, or incidental use License Term means, unless otherwise provided in a Software Order Form, a perpetual period beginning with the Effective Date Licensed Product means Supplier s software program(s), in object code only, listed and described in a Software Order Form, in all available versions, platforms, languages, and all associated documentation, bug fixes, updates, upgrades or new versions thereof provided, or required to be provided by the Agreement, to HP by Supplier Open Source means any software having license terms that require, as a condition of use, modification, or distribution of the software that such software or other software combined or distributed with such software be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributable at no charge Outsourcing Services means a service whereby HP (i) assumes the responsibility for day-to-day operations and management of all or a portion of a Customer s data processing operations; or (ii) performs facility management, systems integration or similar services; or (iii) hosts and delivers, or otherwise provisions, the Licensed Product to the Customer; or (iv) HP provides access to or use of the Licensed Product as a service; or (v) provides business process outsourcing services to the Customer; all regardless of whether the Licensed Product is located at the Customer s site or a third party location or HP facility, is licensed by the Customer or by HP, and whether used on Customer, HP or third party owned equipment Personnel means workers employed or contracted by Supplier or its subcontractors for the provision of Support and Maintenance to HP hereunder "Prime Agreement" means a proposed or signed agreement between HP and a Customer regarding a project Site means any HP, third party, or Customer location where Support and Maintenance are to be provided. GSCS Standard Terms and Conditions for Software (TWN-eng Version) Page 5 of 6

6 12.15 Software Order Form means a document signed by HP and Supplier that describes the Licensed Product and Support and Maintenance (if required) to be provided by the Supplier to HP or a Customer. The Software Order Form shall also include where applicable, a GSCS Standard Terms Addendum attached thereto Support and Maintenance means the support and maintenance terms for the Licensed Product that Supplier is required to provide as specified in the Software Order Form Trade Use means resale by HP to Customers, use by HP on behalf of Customers, use by Customers, and any related use by contractors performing services to HP or on its behalf to Customers. GSCS Standard Terms and Conditions for Software (TWN-eng Version) Page 6 of 6