COMPLIANCEDESKTOP TECHNOLOGY PLATFORM SUPPORT AND MAINTENANCE SERVICES

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1 COMPLIANCEDESKTOP TECHNOLOGY PLATFORM SUPPORT AND MAINTENANCE SERVICES TERMS AND CONDITIONS The Red Flag Group ( RFG ) shall provide Support and Maintenance Services for the ComplianceDesktop Technology Platform ( Software ) in accordance with the terms of this Exhibit, which such terms may be amended from time to time by RFG. These Terms and Conditions are applies to the On Demand License Customer only. Support and Maintenance is offered for General Availability ( GA ) software unless RFG specifically designates that software as not eligible for support or the software is licensed by RFG on an as is basis without warranties. You are only eligible to receive Support and Maintenance if you remain current on all applicable annual licensing fees due and payable to RFG and are otherwise compliant with your applicable contractual obligations to RFG. Unless otherwise stated, Support and Maintenance Services refers to all two support levels offered by RFG, which includes Standard Support and Premium Support. Your engagement letter will set out the options that you have purchased. Premium Support is an optional paid service in addition to the subscription fee for the ComplianceDesktop Technology Platform. This Support and Maintenance Services may be updated by RFG from time to time, in its sole discretion; however such updates will not result in a material reduction in the level of Support and Maintenance Services provided for the Software for which the applicable licensing and support fees have been paid. Definitions Documentation means specifications, user documentations, and technical manuals and guides provided by RFG. Modifications means any code developed by Customer or any third party, including without limitation, configuration, integrations, implementations or localizations to the external layer of the core, baseline Software product. The term Modifications excludes Updates provided by RFG as part of Support and Maintenance Services. Patch Release means a progressing of the 3rd digit of the version release number in a three point version control system (e.g., v2.5.1 to v2.5.2). Point Release means a progressing of the 1st or 2nd digit of the version release number in a three point version control system, as applicable (e.g., v3.5 to v4.0 or v4.0 to v4.5), not including any Patch Releases. Premium Support means an optional paid support service package provided by RFG.

2 Severity 1 means System Down or a product-inoperative condition impacting a production environment, such as production server or other mission critical systems are down; a substantial portion of mission-critical data is at a significant risk of loss or corruption; a substantial loss of service; business operations have been severely disrupted; or an incident in which the software causes catastrophic network or system failure or that compromises overall system integrity or data integrity when the software is installed or when it is in operation (i.e. system crash, loss or corruption of data, or loss of system security) and significantly impacts ongoing operations in a production environment, and in each of the foregoing situations (i) through (v), no Workaround is immediately available. Severity 2 means a high-impact business condition possibly endangering a production environment. The software may operate but is severely restricted. Severity 3 means a low-impact business condition with a majority of software functions still usable; however, some circumvention may be required to provide service. Severity 4 means a minor problem or question that does not affect the software function, an error in software product Documentation that has no significant effect on operations; or a suggestion for new features or software product enhancement Software means RFG s proprietary Governance, Risk and Compliance software solution known as ComplianceDesktop Technology Platform, including associated technical documentation, and all Updates thereof furnished to Customer as part of Support and Maintenance Services. Software does not include any Modifications. Standard Support means the baseline level of support package as part of the Software. Update means a Software patch issued by RFG to correct defects or deficiencies in Software or to provide minor modifications that do not substantially change the basic character or structure of Software. Upgrade means an incremental release of Software that provides significant improvements (not merely corrections for Software defects and deficiencies) and changes the basic character or structure of Software, including, by way of example only, the inclusion of additional features and/or functionality. Items Covered by Support and Maintenance Services. Support and Maintenance shall include: Advice regarding the downloading, installation and configuration of the Software (including Updates provided by RFG, but excluding for the avoidance of doubt any Modifications to the Software) All available Updates and Upgrades as they become available for general release. Facilities for support ticket system, access to knowledge based and FAQ relating to the Software. Assistance with troubleshooting to diagnose and fix errors in the Software. Access to RFG documentation relating to the Software, including authorization to make copies of that documentation for internal use as specified in the Agreement. Assistance with troubleshooting to diagnose and fix errors in the operating system, web server software, database system and any software hosted as part of the On Demand Solution.

3 Exclusion from Support and Maintenance Services. RFG shall have no obligation to support (i) altered or modified Software; (ii) problems caused by Customer s negligence, misuse, or hardware malfunction; (iii) use of the Software inconsistent with RFG s instructions; (iv) third-party components not provided by RFG; (v) assistance with the installation and configuration of hardware including, but not limited to computers, hard disks, networks and printers or (v) continued use of a Point Release or Patch Release version of the Software for which Support and Maintenance Services are no longer provided in accordance with Section 9 below. Subcontractors. RFG reserves the right to subcontract any or all of the work to be performed under these Support and Maintenance Terms, and RFG retains responsibility for any work so subcontracted. Support Contacts. Customer shall designate one or more support contacts that are authorized to submit Software problems. Customer may contact RFG on the support.redflaggroup.com or at its toll-free Support telephone number. Customer Obligations. Customer share agrees to provide RFG with all information and materials requested by RFG for use in replicating, diagnosing and correcting an error or other problem with the Software reported by Customer. Customer acknowledges that RFG s ability to provide satisfactory Support and Maintenance Services is dependent on RFG having the information necessary to replicate the reported problem with the Software. Customer agrees to promptly install all Updates or Upgrades made available by RFG to ensure that Customer s version of the Software remains supported. Service Level Objectives. RFG will use reasonable efforts to meet the Support service level objectives stated in the Response Time Frames table below with regard to remedial software support and will provide ongoing efforts to resolve Severity 1 support incidents. All calls can be logged with RFG on a 24 hours per day, 7 days per week, 365 days per year basis through its support ticket system or by telephone. Due to the complexities of technical environments, the table below represents an estimate of response times only and actual response times may vary. Response Time Frames RFG will use reasonable efforts to meet the response time frames stated in the table below for response to Customers. Response time may include acknowledgement of the request, information on its resolution status, resolution time and workarounds. Severity Level Standard Support Premium Support Severity 1 Initial Response Time 3 Hours 1 Hour Severity 2 Initial Response Time 6 Hours 4 Hours Severity 3 Initial Response Time 12 Hours 8 Hours Severity 4 Initial Response Time 24 Hours 12 Hours

4 Supported Versions of the Software Subject to Section 3, RFG shall provide Support and Maintenance Services for: the latest Version or Release of the software made GA by RFG. at RFG s sole discretion Support and Maintenance Service may be provided for one previous Version or Release ( GA-1 ) for a RFG software product that has not reached End Of Service ( EOS ) or End of Life ( EOL ) as set out below. Notifications of whether RFG will provide RFG Support for a GA-1 software product may be provided by posting such notifications on RFG Support Ticket System. Support and Maintenance for Software, Releases and/or Versions which have been officially retired and have reached their EOS or EOL may be made available in RFG s discretion through customized, fee-based Support and Maintenance Service offerings. Supported Hardware and System RFG shall provide support and management for the hardware systems and the network equipment that hosted the Software as part of the On Demand subscription. RFG shall provide support and management for the update of the operating system, web server software, database system, and scripting language used as part of the On Demand subscription. Supported Browsers Listed below are the supported browsers for use with the Software. The Software is a web-based application and other browsers may work well, however, the listed configuration are the only configurations that are tested and supported by RFG. Internet Explorer v7,8 & 9 Safari v5 + Chrome Mozilla Firefox v4 + Internet Explorer v6 is supported on best effort basis only. Technical Support Limitation On-site maintenance and support services are not within the scope of the Support and Maintenance Service. RFG may make on-site maintenance and support services available through separate fee-based support offerings and enhanced support maintenance tiers. Consulting services are not provided as part of Support and Maintenance Service. Support and Maintenance does not include performing deployments, uploading of questionnaires or roll-outs including but not limited to, deployment review or validation, ongoing system operational duties, or staff augmentation activities. End of Service Policy As new Versions and Releases of software products become GA, previous Versions and Releases become obsolete. In accordance with this policy, RFG decides, at its sole discretion, when a RFG software product Version or Release will be designated EOS and what the end of service date ( EOS Date ) will be. RFG may also decide to withdraw support for a particular application or database by following the EOS process. When a Version or Release reaches its EOS Date, no future development, Service Packs or Fixes will be provided for the Release or Version and RFG Support will cease. This does not affect any written obligations where

5 RFG has previously agreed to provide you with maintenance and support for a specified period of time and such maintenance and support shall continue only for such specified period. RFG will use reasonable efforts to provide licensees with a minimum of twelve (12) months notice prior to the EOS Date of a Version or Release. If a third party withdraws support for an application or database, RFG may not be able to provide a longer period of EOS notice than that provided by the third party. Notifications of software product status may include upgrade or migration path information. Notifications of the Software status may be provided to you by your RFG Customer Advocate or ; and/or by RFG posting such notifications on Online Support Centre. Following EOS of a Version or Release, RFG will continue to support the RFG software product at a later Version or Release level (or, where support has only been withdrawn for a certain operating system, platform, application or database, for the remaining supported environments). RFG will recommend that licensees of Versions or Releases subject to an EOS notice, upgrade to the most current supported Version or Release. If you would like maintenance and support for a Version or Release that has reached its EOS Date, you may either: purchase RFG Extended Support for that Version or Release, if RFG has made such offering available and you meet any defined prerequisites; or continue to use the Version or Release, consistent with your license, and use Self-Service Support only. Stabilization Policy A RFG software product becomes stabilized when no future enhancements, Versions, Releases, development or Service Packs are planned, but all other RFG Support features remain in effect, including the provision of Fixes. Features and functionality are frozen at the current Version or Release level. Licensees will receive notice that a RFG software product Version or Release has become stabilized. Notifications of software product status may include upgrade or migration path information. Notifications may be provided to you by your RFG Customer Advocate representative or , and/or by RFG posting such notifications on RFG Support Online. As this is the phase preceding an EOS phase, you may be offered the opportunity to license an alternate RFG software product which provides similar or, in some cases, enhanced functionality. End of Life Policy RFG decides, at its sole discretion, when a RFG software product will be designated EOL and what the end of life date ( EOL Date ) will be. When a RFG software product reaches its EOL Date, no future development, Upgrades, Service Packs or Fixes will be provided for any Version or Release of the RFG software product and RFG Support for the RFG software product will cease. This does not affect any written obligations where RFG has previously agreed to provide you with maintenance and support for a specified period of time and such maintenance and support shall continue only for such specified period. RFG will use reasonable efforts to provide licensees with a minimum of twelve (12) months notice prior to the EOL Date of a RFG software product. Notifications of RFG software product status may include upgrade or migration path information. Notifications may be provided to you by your RFG Customer Advocate or ; and/or by RFG posting such notifications on RFG Support Online.

6 An alternate Software that provides similar or, in some cases, enhanced functionality, may be made available for licensing by RFG. RFG suggests that Customer of EOL Software consider migrating to such an alternate software product. RFG may be able to assist you in formulating and implementing a migration plan through a fee-based service. If you would like maintenance and support for a RFG software product that has reached its EOL Date, you may either: Purchase RFG Extended Support for that software product, if RFG has made such offering available and you meet any defined prerequisites; or Continue to use the software product, consistent with your license, and use Self-Service Support only. Term and Termination. RFG will provide Support and Maintenance Services and any Updates to Customer during the periods identified in the Engagement Letter, subject to Customer s payment of the applicable fees. Support and Maintenance Services will be provided for the term set forth on Are the Engagement Letter; you provided that RFG may cease ready Support and Maintenance Services generally with respect to the Software by delivering no less than twelve (12) months notices to Customer. Any termination of the master license agreement between RFG and Customer will automatically terminate Support and Maintenance Services. Ownership and Proprietary for Information the Title to, ownership of, and all rights in the intellectual property, including but not limited to patents, copyrights, trademarks, and trade secrets in the Software, Support and Maintenance Services and Documentation, any derivative works thereof, deliverables provided in UK connection therewith, Bribery and any goodwill accruing from the use of such Software, Act? Support and Maintenance Services, and Documentation, belong exclusively to and shall remain with RFG and/or RFG s licensors; provided that to the extent deliverables are provided by RFG as part of Support and Maintenance Services, and contingent upon your payment in full for applicable licensing and Support and Maintenance fees due and payable to RFG, RFG grants you a royalty-free, non-exclusive license to use such deliverables for your internal business purposes only, consistent with the purpose for which such deliverables were provided. You shall not make available or disclose such intellectual property to any third parties except as expressly permitted by these Terms Find and Conditions, out more and about shall The take appropriate Red Flag Group s action, including solutions by instruction for achieving or agreement with your employees who are permitted UK access Bribery to such Act information, compliance to including satisfy your obligations our advisory, hereunder. due diligence and unique technology solutions. RFG is not precluded or restricted from developing computer software or materials, or related Documentation which is or may be considered competitive with any computer software or materials that may have been supplied to you as part of Support and Maintenance Services, irrespective of their similarity. The ideas, concepts, know-how or techniques utilized or developed by RFG during the performance of Support and Maintenance Services may be further utilized by RFG in any of its other business activities. RFG is not restricted in its ability to reassign RFG personnel who have provided services hereunder to the performance of similar support services for other customers. General RFG shall not be liable for any failure or delay in performance under these Support and Maintenance Terms due to causes beyond its reasonable control. Any illegal or unenforceable provision shall be severed from these Support and Maintenance Terms. Customer s obligation of payment of moneys due under these Support and Maintenance Terms shall survive termination of these Support and Maintenance Terms or the License Agreement. These Support and Maintenance Terms state the entire agreement regarding provision of Support and Maintenance Services to Customer and may be amended only by a written amendment set Advisory Compliance charter Risk identification Programme development Enhancement Auditing & Monitoring forth on a separate document executed by authorized representatives of both parties. IntegrityCircles Compliance reviews FCPA Healthcheck IntegraSure Compliance audits Training & Communications IntegraTeach Custom compliance e-learning Compliance bootcamps Communications strategy HONG KONG SINGAPORE SEOUL SYDNEY DUBAI LONDON ZURICH SAN FRANCISCO BOSTON PHILADELPHIA 2012 The Red Flag Group. All rights reserved.

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