1. TERMS AND CONDITIONS

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1 Global Supply Chain Services - Standard Terms and Conditions for Services and Software (Ireland Version Dated: 20-Nov-09) 1. TERMS AND CONDITIONS These Global Supply Chain Services - Standard Terms and Conditions for Services and Software ( GSCS Standard Terms ) and any corresponding Statement of Work ( SOW ) referencing these GSCS Standard Terms, shall be considered one complete and fully integrated agreement and shall govern the provision of Licensed Products, Services and/or Deliverables set forth in such a SOW (each such combined GSCS Standard Terms and SOW being a separate agreement referred to hereinafter as the Agreement ). All Licensed Products, Services and/or Deliverables provided by the Supplier under this Agreement may be used for Trade Use and/or for HP s internal business operations. 2. FINANCIAL TERMS 2.1 Prices. All prices for Licensed Products, Services and/or Deliverables will be specified in a SOW, and will be inclusive of all travel and per diem costs unless otherwise set forth therein 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 only be responsible for and shall pay all other taxes due under or in relation to this Agreement which are statutorily imposed, either jointly or severally, on HP. 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, Services and/or Deliverables prior to acceptance unless otherwise expressly stated in the SOW. Where Supplier does not have a local country entity where HP or the applicable Affiliate of HP is using the Service or product provided by Supplier, HP shall notify Supplier as to the invoicing and payment structure. In all cases, HP or its applicable Affiliate shall not be responsible for any taxes, fees, or surcharges due which would not otherwise be due by HP or its applicable Affiliate had a local invoicing and payment structure been implemented. 2.6 Payment by HP. Payments will be issued forty-five (45) days after HP s receipt of a valid invoice or receipt of the Licensed Products, Services and/or Deliverables, 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 not constitute acceptance of any Licensed Products, Services and/or Deliverables. 2.7 Payment Conditions. Upon request by HP, Supplier will submit supporting documentation in a form satisfactory to HP and in detail sufficient for HP to identify the Services rendered and the costs and expenses incurred in the performance of the Services. HP will not reimburse Supplier for any expense incurred by Supplier unless the expense is reasonable, pre-approved by HP in writing, and itemized on an invoice within ninety (90) days of the date on which the expense was originally incurred. In no event may Supplier submit invoices, or any corrections thereof, later than one hundred eighty (180) days after the date which an invoice may first be submitted and such timely submission is a pre-condition to any HP payment obligation. 2.8 Set Off. HP may at any time set off any amount due against a sum owed by the Supplier to HP. 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 any delivery of Licensed Products and/or Services for HP or incur any related expenses unless it has received an HP purchase order expressly authorizing such deliveries, Services or expenses. Supplier waives its right to pursue, any fees, costs, loss or damages from HP in connection with any Licensed Product, Services or expense that were commenced or incurred prior to receipt of an HP purchase order. 3.3 Changes. Upon notice to Supplier, HP may change any requirement in a SOW relating to undelivered Deliverables. If such change affects the price or schedule, the Supplier will promptly advise HP of any changes that it deems necessary, the parties will promptly negotiate an equitable charge and amend the SOW. HP will have no obligation to Supplier for any unauthorized changes to a SOW. 3.4 Delivery and Acceptance Licensed Products. Supplier s delivery of Licensed Products to HP or Customer shall be Delivered Duty Paid. Supplier shall deliver the Licensed Product electronically to locations chosen by HP unless agreed otherwise by the parties in writing. Acceptance criteria for Services and/or Deliverables shall be set forth in the SOW or for Support and Maintenance in an attachment to the SOW. 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 13, 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. GSCS Standard Terms and Conditions for Services and Software (IRL) Page 1 of 9

2 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 Addendum. 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 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 Addendum. 4.5 Trade Use License Grant for Outsourcing Services. Supplier hereby grants to HP, and HP s third party service providers, during the License Term, a worldwide, non-exclusive, irrevocable, 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 Addendum 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 Addendum. 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. PERSONAL DATA 5.1 Personal Data Defined. Personal Data means information related to any identified, or identifiable, person or legal entity, including without limitation HP, Customers, subcontractors and including the employees or customers of HP, Customers and subcontractors. Personal Data shall also mean any additional data deemed personal data by any applicable personal data protection law, regulation, or directive, which data is available to Supplier or to which Supplier has access: (i) in connection with this Agreement or any SOW issued pursuant to this Agreement; or, (ii) in the course of performing any services, including without limitation Support and Maintenance services, pursuant to this Agreement, a SOW, or a Customer order. This definition of Personal Data does not include Personal Data provided directly by Customer to Supplier when the Supplier is not acting on HP s behalf under this Agreement. 5.2 Personal Data Protection and Use. Supplier may process and use the Personal Data only to perform its obligations under the Agreement and may disclose them only to Supplier s employees that have a need to know them for the performance of such obligations, have received GSCS Standard Terms and Conditions for Services and Software (IRL) Page 2 of 9

3 privacy training from the Supplier, and are bound by confidentiality obligations not less restrictive than those contained in this Agreement. Supplier may not sell, rent, or lease Personal Data to anyone. Supplier may not disclose the Personal Data to any other third party, even for their preservation, nor transfer the Personal Data to any third country without the prior written consent of HP. In case Supplier is authorized by HP for subcontracting any services involving collecting, using, storing, transferring and otherwise processing Personal Data, Supplier will agree with its Subcontractors to protect and process the Personal Data under terms no less restrictive than those contained in this Agreement. Furthermore, HP reserves the right, at its sole option, to enter into additional confidentiality agreements directly with such Subcontractors in order to ensure adequate protection of Personal Data and comply with any Applicable Laws. 5.3 Supplier Obligations. Supplier agrees: a) To use the same degree of care, but never less than a reasonable degree of care, to prevent unauthorized use, dissemination or publication of the Personal Data, as it uses to protect its own information of similar nature, and will implement any technical and organizational measures to protect Personal Data which are required by the Applicable Law. b) To implement appropriate technical and organizational measures to protect Personal Data against (i) accidental or unlawful destruction or loss, (ii) unauthorized disclosure or access, in particular where processing involves the transmission of Personal Data over a network, (iii) alteration, and (iv) all other unlawful forms of processing. c) To implement appropriate procedures to ensure that (i) unauthorized persons will not have access to the data processing equipment used to process the Personal Data, (ii) any persons it authorizes to have access to the Personal Data will respect and maintain the confidentiality and security of the Personal Data, and (iii) the measures and procedures that it uses will be sufficient to comply with all applicable legal requirements. d) In connection with protecting, collecting, storing, transferring and otherwise processing of Personal Data, Supplier agrees to act only in accordance with the requirements of this Agreement or instructions provided by HP either upon Supplier s request or HP s election. e) Not to copy or reproduce any Personal Data without the express written permission of HP, except as technically necessary to comply with this Agreement (e.g., duplication of data stocks as backup protection against loss of data). f) To immediately notify the HP Program Manager by telephone and follow up in writing if it becomes aware of any actual, suspected or alleged unauthorized use of, disclosure of, or access to Personal Data by itself or others, including notification of loss or suspected loss of data whether or not such data has been encrypted. Supplier will cooperate with HP in the manner reasonably requested by HP and in accordance with law, including but not limited to: conducting the investigation; cooperating with authorities; notifying at supplier s sole expense affected persons, credit bureaus, other persons or entities deemed appropriate by HP; and issuing press releases. Such cooperation will include without limitation: (i) HP access to Supplier records and facilities; (ii) Supplier provision of all relevant data and reports to HP; and (iii) prior advance approval by HP of any notifications to impacted individuals or press releases. g) To inform HP promptly in writing if Supplier is of the opinion that any instruction from HP violates the applicable personal data protection regulations. h) When collecting, using, storing, transferring and otherwise processing Personal Data, Supplier shall adhere to all applicable export and personal data laws, regulations and rules. i) Supplier will handle any Personal Data in a manner consistent with the then current HP Privacy Policy, available at: Records. Upon request by HP or upon termination of the Agreement, Supplier shall deliver to HP any Personal Data in its possession and destroy any copies of Personal Data in the Supplier s files, unless otherwise required under operation of law. 5.5 Disclaimers. Nothing in this Agreement shall be construed as an obligation (i) to disclose any particular information, (ii) to incorporate any disclosed information into a product, (iii) to warrant the accuracy or completeness of any information disclosed hereunder. Notwithstanding the foregoing, nothing in this Agreement will be construed as an exclusion of any laws, regulations or rules pertaining to protection of personal data or export regulations that may be applicable to the Services and that must be observed by Supplier. 6. CONFIDENTIAL INFORMATION 6.1 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/or is described as such in a written summary delivered to the receiving party within thirty (30) days of disclosure. 6.2 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 receiving party 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. 6.3 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 HP Confidential Information; (v) is disclosed under operation of law; or (vii) is disclosed by Supplier with the prior written approval of HP. The parties have the right to provide information, pertinent to tax filings, claims, reviews, and audits, to taxing authorities and advisors, without notification to or approval by, the other party. GSCS Standard Terms and Conditions for Services and Software (IRL) Page 3 of 9

4 6.4 Access to Information Systems. Access, if any, to HP s or Customer s Information Systems is granted solely to provide the Services and/or Deliverables, and is limited to those specific HP or Customer Information Systems, access locations, time periods and personnel as are 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. 7. 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 OR DEATH CAUSED BY OR ARISING BY OR FROM THAT PARTY S NEGLIGENCE OR FRAUD. 8. INDEMNIFICATION- BREACH 8.1 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 Intellectual Property provided by Supplier under this Agreement infringes or misappropriates any third party Intellectual Property Right. For the avoidance of doubt, Personnel are not employees of HP. HP shall not be liable to Supplier for Supplier s failure to perform its compensation, benefit, or tax obligations. Supplier shall indemnify, defend and hold HP harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returns. 8.2 Injunction Remedies. If the use of any Licensed Products, Deliverables or any part thereof 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 and/or Deliverables; (ii) replace the Licensed Products and/or Deliverables with a non-infringing version of equivalent function and performance; or (iii) modify the Licensed Products and/or Deliverables 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 and/or Deliverables, reimburse HP for any costs incurred by HP as a result of such injunction, in addition to any other available remedies. 8.3 Exclusions. Notwithstanding the foregoing, Supplier will have no responsibility for Claims arising from unauthorized modifications of the Licensed Products and/or Deliverables made by HP, or use of the Licensed Products and/or Deliverables 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 and/or Deliverables, any SOW to this Agreement, any Software Addendum, or Supplier s specifications, written designs or documentation. 8.4 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. 9. TERMINATION 9.1 Term. This Agreement shall commence on the effective date of the SOW and shall continue in force for twelve (12) months or until completion of the SOW, whichever is later, 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. 9.2 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. HP can terminate this Agreement if Supplier is the subject of a merger or an acquisition or if Supplier assigns this Agreement to a third party without prior written agreement of HP. 9.3 Termination without Cause. HP reserves the right to terminate the Agreement or any Services hereunder in whole or in part, without liability at any time, without cause, upon fourteen (14) days prior written notice to Supplier. 9.4 Effect of Termination - Services. Upon termination of this Agreement, Supplier will immediately 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 Services and/or Deliverables provided and accepted prior to the date of termination. Termination of the Agreement will occur without prejudice to any rights or legal proceedings available to HP with respect to the Supplier 9.5 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. 9.6 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 GSCS Standard Terms and Conditions for Services and Software (IRL) Page 4 of 9

5 Licensed Products shall survive subject to the rights granted herein. 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. 9.7 Return of Materials. Upon termination of this Agreement or completion of Supplier's performance under an SOW, 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. 10. EXPORT AND IMPORT COMPLIANCE HP and Supplier will comply with all applicable export, import and trade-related laws and regulations of the United States and other nations. To this effect, Supplier warrants that: (i) if necessary and upon HP s request, it will provide HP with technical specifications concerning commodities, software, technology or services covered by this Agreement sufficient for HP to determine the appropriate export and import classification of such items under applicable regulations; (ii) to the best of the Supplier s knowledge, the Supplier is not listed on any U.S. Government international trade sanctions lists and that Supplier will give immediate notice to HP in the event that it is so listed; and (iii) 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 Regulations (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. 11. SOW PROJECT TERMS 11.1 Prime Agreement. HP and Supplier agree that the terms and conditions set forth in the Prime Agreement between HP and Customer which are applicable to the Services and/or Deliverables ( Flow Downs ) shall be binding on Supplier. These Customer Flow Downs and any additional or clarifying details will be set forth in the SOW Permits, Licenses and Inspections. Supplier will secure and pay for all licenses, permits and inspections necessary for prosecution and completion of the Deliverables. Upon HP s request, Supplier will deliver to HP copies of all permits, written approvals, licenses and inspections promptly after their receipt by Supplier Supplier Certifications and Training. Supplier certifies that Personnel are trained appropriately to perform the Services and, possess the necessary certifications and/or licenses to deliver the Services Performance to Schedule. Time is of the essence with respect to all Deliverables hereunder Supplier Materials and Resources. Unless supplied by HP, the Customer, or other named third party, it is required that Supplier possess all necessary and appropriate written materials, software, equipment, tools, drawings or schematics, or any other material resources necessary to deliver the Services set forth in the SOW. HP will not provide any material resources or facilities, unless specifically identified in the SOW Hazardous Materials. If provision of Services involves the use, handling, maintaining, removal, transport, or other such actions related to hazardous materials, the Supplier will be responsible for such actions. Supplier must manage any and all hazardous materials in a safe and workmanlike manner, consistent with accepted industry standards and practices and, in accordance with any and all applicable local laws, codes, or regulations. Supplier will be responsible for the provision, maintaining, and currency of, any permits or licenses required and related to hazardous materials Subcontractors. Supplier will not subcontract any Services and/or Deliverables to other persons or entities without the prior written approval of HP. Supplier agrees to impose on its Subcontractors the same obligations imposed upon Supplier under this Agreement with respect to safety, security, confidentiality, personal data, insurance and insurance certificates, indemnification, HP s Contingent Worker Code of Conduct, and HP s Social and Environmental Responsibility Policy. Supplier shall be responsible and liable for all acts of its Subcontractors, their employees or agents. Compensation for subcontracted services will be included in the fees and costs billed by Supplier according to Section 2 (Financial Terms) of this Agreement Contingent Worker Code of Conduct. Supplier will comply with HP s Contingent Worker Code of Conduct as made available at: Social and Environmental Responsibility. Supplier will comply with HP s Supply Chain Social and Environmental Responsibility Policy available at: including establishment of management systems described therein, 12. CUSTOMER INTERACTIONS 12.1 Customer Contact. During the delivery phase of a Project Supplier may have direct communication with a Customer, limited solely to those communications necessary to affect provision of Services and/or Deliverables New and Follow-On Business. If while delivering Services Supplier becomes aware of the existence of potential follow-on work or additional opportunities specifically related to the Services, Supplier will disclose such information to HP Supplier Sales Efforts. Supplier may maintain and/or pursue direct business opportunities with the Customer; provided, however, when Supplier personnel are engaged in the provision of Services under this Agreement, such personnel may not engage in activities which in the reasonable opinion of HP are solicitation of future business from the Customer. 13. WARRANTIES 13.1 Intellectual Property Warranty. Supplier warrants that: (i) it has full power and authority to provide the Services to HP 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) each Service, Licensed Product, and accompanying documents and/or Deliverables (if any) are free of any and all restrictions, settlements, judgments or adverse claims; (iii) it owns or has obtained valid licenses of all Intellectual Property Rights, consents or permissions in relation to all third party information or materials to enable it to perform its obligations under this Agreement and that 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 Services, Licensed Product and/or any other intellectual property provided under this Agreement, (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 Services Warranty. Supplier warrants that (i) all Services will be performed by Supplier in a timely and 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 and in compliance with all laws, rules and regulations GSCS Standard Terms and Conditions for Services and Software (IRL) Page 5 of 9

6 applicable to the performance of its obligations under this Agreement;; (ii) Supplier is sufficiently experienced, properly qualified, registered, licensed, equipped, organized, and financed to perform its Services in compliance with the terms of this Agreement; (iii) it is under no obligation or restriction, nor will it assume any such obligation or restriction, which would in any way interfere with or be inconsistent with, or present a conflict of interest concerning, the provision of Services under this Agreement; (iv) the Services and/or Deliverables will be fit for the purpose specified in the Agreement; and (v) All materials and equipment supplied to HP, if any, and any associated workmanship, will be free from errors, faults, and defects and in conformance with the requirements of this Agreement for a period of twelve (12) months following completion of all Services. If any longer warranty is specified for any materials, equipment or workmanship under any plans or specifications, or under any subcontract, or in connection with any manufactured unit that is installed, the longer warranty period will govern. Supplier will ensure that all materials and equipment that carry a manufacturer s warranty are registered with the manufacturer in HP s name, as further provided in this Agreement 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 six months following acceptance of the Licensed Product by HP and receipt of any new version of the Licensed Product by HP Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT SUPPLIER EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT PERMITTED BY LAW Remedy for Breach. a) In the event of a breach of Section 13.1 (Intellectual Property Warranty) Supplier shall be obligated to the requirements of Section 8.2 (Injunction Remedies). b) In the event of a breach of Section 13.2 (Services Warranty) HP may elect, at HP s option (i) to exercise its rights under Section 9 (Term and Termination), and/or (ii) to allow Supplier to immediately re-perform and/or replace any and all portions of the Services and/or Deliverables which HP or Customer find to be defective or non-conforming without charge to HP or Customer and/or (iii) agree a reduction in price in relation to the non-conforming Service and/or Deliverable. c) In the event of a breach of Section 13.3 (Licensed Product Warranty), HP may elect to exercise its rights under Section 9 (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. 14. INTELLECTUAL PROPERTY RIGHTS 14.1 Retained Rights. Each Party will retain all right, title, and interest in and to its own Pre-Existing Intellectual Property irrespective of any disclosure of such Pre-Existing Intellectual Property to the other party, subject to any licenses granted herein Pre-Existing Intellectual Property. a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with this Agreement unless Supplier has the right to use it for HP s or Customer s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with this Agreement and for HP to comply with the Prime Agreement. b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual and irrevocable, transferable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier s intellectual property rights or similar proprietary rights anywhere in the world. c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses Ownership of Deliverables. Subject to Supplier and third party rights in Pre-Existing Intellectual Property, all Deliverables and all Intellectual Property Rights pertaining thereto will belong to HP, and Supplier hereby assigns such rights to HP. Supplier agrees that HP will own all patents, inventor s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim on the part of Supplier for additional compensation and without challenge, opposition or interference by Supplier. Supplier will sign any necessary documents and will otherwise assist HP, at HP s expense, in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country. Supplier, its agents, employees, and Subcontractors will deliver the Deliverables to HP upon the earlier of the expiration/termination of this Agreement or HP's request No Rights to HP Intellectual Property. Except for the limited license to use materials provided by HP as may be necessary in order for Supplier to perform Services under this Agreement, Supplier is granted no right, title, or interest in any HP Intellectual Property. 15. INSURANCE GSCS Standard Terms and Conditions for Services and Software (IRL) Page 6 of 9

7 During performance of the SOW, Supplier will maintain in full force and effect, at Supplier s expense, Workers Compensation insurance as required by any Applicable Law or regulation, having jurisdiction over Supplier s employees. If Workers Compensation is through a Social Scheme, Supplier agrees to be in full compliance with such laws thereof. Supplier will maintain Employer s Liability insurance in amounts not less than the local currency equivalent of U.S. $1,000,000 each accident for bodily injury by accident and U.S. $1,000,000 each employee for bodily injury by disease. Where permitted by law, such policies will contain a waiver of the insurer s subrogation rights against HP, its Affiliates, officers, directors and employees. In addition, Supplier will maintain, at its expense, Comprehensive General Liability insurance. Such policy or policies limits shall be U.S. $1,000,000 per occurrence (combined single limit) or $1,000,000 each occurrence, $1,000,000 aggregate for products and completed operations, and $2,000,000 general aggregate). Supplier will maintain Automobile Liability Insurance to include coverage for liability, arising out of owned, hired and non-owned autos. The limit of liability shall not be less than $1,000,000 combined single limit for each accident. Each Comprehensive General Liability and Automobile Liability policy shall name HP, its Subsidiaries, officers, directors, and employees as additional insureds. It is agreed the insurance afforded such additional insureds shall apply as primary insurance and that any other insurance carried by HP shall be excess only and shall not contribute with this insurance. All policies shall provide that the coverage hereunder shall not be cancelled without at least thirty (30) days prior written notice to HP. If "claims made" policies are provided, Supplier shall maintain such policies, including unimpaired aggregate limits at the above stated minimums, for at least three years after the expiration of the Term. Upon demand by HP, Supplier shall promptly supply HP with certificates of insurance of such policies. In no event will the coverage or limits of any insurance maintained by Supplier under this Agreement, or the lack or unavailability of any other insurance, limit or diminish in any way Supplier s obligations or liability to HP hereunder. 16. SITE SECURITY AND SAFETY 16.1 Security Requirements. Supplier Personnel must at all times adhere to the Site security and safety requirements of HP and/or the Customer. Such requirements will be communicated by or provided to the Supplier by the HP Project Manager specified in the SOW Prior Employment. Individuals whose prior employment ended as a result of involuntary termination for misconduct on any HP or Customer premises are not permitted on the Site and Supplier shall not knowingly assign such individual to perform any Services under a SOW without prior written authorization from HP. Personnel assigned to a SOW must not have been regular employees of HP at any time during the twelve (12) month period immediately prior to the assigned Personnel's first day of work on the applicable SOW. 17. GENERAL PROVISIONS 17.1 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 or subcontract its duties nor assign its rights or obligations under this Agreement and/or any SOW without HP s prior written consent. Any attempted delegation, sub-contracting or assignment by Supplier without obtaining HP prior written consent shall be void Choice of Law. This Agreement is governed by the laws of Ireland, without giving effect to any choice of law rules. Supplier and HP expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement Jurisdiction. Any dispute arising from the interpretation and execution of this Agreement that parties cannot amicably settle are submitted to the exclusive jurisdiction of the competent court of law of Ireland, including the cases of extraordinary, interlocutory, interim and emergency proceedings Compliance with Applicable Law. Supplier warrants that it will comply with all Applicable Law in its performance under this Agreement. HP will not be responsible for monitoring Supplier s nor Subcontractor s compliance with any Applicable Laws Non-Restrictive Relationship. Nothing in this Agreement shall be construed so as to preclude HP or any of its Affiliates from independently developing or from acquiring, marketing or providing similar products or services that may perform the same or similar functions as the Services and/or Deliverables Notices. All notices required under this Agreement will be in writing and will be sent to the address of the recipient specified in the SOW. 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 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 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 prevail. In the case of any inconsistency between these GSCS Standard Terms and a SOW referencing these GSCS Standard Terms, the GSCS Standard Terms Addendum within the SOW (if any) will prevail. 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 (Personal Data), Section 6 (Confidential Information), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 10 (Export and Import Compliance), Section 14 (Intellectual Property Rights), and Section 15 (Insurance). If a Customer Flow Down imposes additional obligations on Supplier as to these eight 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. GSCS Standard Terms and Conditions for Services and Software (IRL) Page 7 of 9

8 17.12 Surviving Provisions. The following sections shall survive the termination or expiration of this Agreement: Section 4 (Rights Granted Licensed Product), Section 5 (Personal Data), Section 6 (Confidential Information), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 10 (Export and Import Compliance), Section 13 (Warranties), Section 15 (Insurance), Section 17 (General Provisions), any Customer Flow Down imposing additional obligations on Supplier as to these terms and all licenses granted to HP for Deliverables 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. 18. DEFINITIONS 18.1 "Affiliate" means a corporation or other business entity anywhere in the world in which a party to this Agreement owns or controls, directly or indirectly, an equitable interest representing the right to elect the majority of the directors or persons performing similar functions or, if the law of the applicable jurisdiction does not permit such majority interest, then the maximum allowable under such law Applicable Law means all constitutions, laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits and legally binding requirements of all federal, country, international, state and local governmental authorities applicable to either party s performance under this Agreement Authorized Users means HP, its Affiliates, and its and their respective joint venturers, employees, agents, consultants, contractors and service companies "Customer" means an HP customer to which HP has agreed to provide goods or services Days will mean calendar days Deliverables means the tangible items to be provided by Supplier to HP or Customer(s) in satisfaction of Supplier s obligations to HP pursuant to a SOW 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. Within Section 2 (Financial Terms), HP means the HP entity identified on the Purchase Order as being responsible for payment 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 Intellectual Property Rights or Intellectual Property means (without limitation) present and future patents, trade marks, registered designs (including any applications for the foregoing and related rights including rights of inventions) copyrights, unregistered design rights, database rights (including rights of extraction), rights in semiconductor topographies and all rights or forms of protection offered by intellectual property law of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world, such as service marks, mask works, design models, and utility models 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, a perpetual or stated fixed term period beginning with the effective date as specified in the Software Addendum Licensed Product means Supplier s software program(s), in object code only, listed and described in a Software Addendum, 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 Services and/or Deliverables to HP hereunder Pre-Existing Intellectual Property means any Intellectual Property that has been conceived or developed by either party or any third party before Supplier renders any services under this Agreement or that is conceived or developed at any time wholly independently of the Deliverables "Prime Agreement" means a proposed or signed agreement and/or SOW between HP and a Customer regarding a Project Project means a defined opportunity for which HP may procure Services and/or Deliverables from Supplier under one or more Prime Agreements Services means the services provided, or contracted to be provided, by Supplier as defined in an SOW or Support and Maintenance for Licensed Products as defined in a Software Addendum Site means any HP, third party, or Customer location where Services are to be provided Software Addendum means an attachment to the SOW that describes the Licensed Product and Support and Maintenance (if required). GSCS Standard Terms and Conditions for Services and Software (IRL) Page 8 of 9

9 18.23 SOW or Statement of Work means a document signed by HP and Supplier that describes the Services and/or Deliverables to be provided by Supplier to HP and related business terms Subcontractor means any and all third parties that have direct contracts with Supplier or with any other subcontractor to perform a portion of the Services under this Agreement Support and Maintenance means the support and maintenance terms for the Licensed Product that Supplier is required to provide as specified in the Software Addendum 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 Services and Software (IRL) Page 9 of 9