Egress Switch Email & File Encryption Service Description

Egress Switch Email & File Encryption Service Description Egress Software Technologies Ltd Web: www.egress.com // Email: support@egress.com // Twitter: @EgressSwitch Telephone: +44 (0)207 624 8500 // Fax: +44 (0)207 624 8200

Table of Contents EXECUTIVE SUMMARY... 3 PART A SERVICE OVERVIEW... 4 PART B SERVICE DESIGN DOCUMENT... 6 PART C SERVICE MANAGEMENT... 8 PART D CHARGES... 18 ANNEX A... 20 DEFINITIONS... 20 2

EXECUTIVE SUMMARY Service users and customers have a reasonable expectation that their sensitive personal information will be shared securely and efficiently between Government organizations and third parties. However, it is commonly accepted that there is currently no pan Government solution for communication of confidential data outside of Government accredited networks. Current local solutions are either designed to meet specific service needs, installed as local implementations, or simply not practical for day to day use (e.g. Winzip). Existing national investment is targeted at improving secure communications within different parts of the public sector, for example Central Government to Local Government or within the NHS. However, there already exists a daily need to communicate with a large number of voluntary, community sector, private sector partners, and service providers which are not currently supported by these initiatives. Egress Software fully acknowledges the role of GCmail, NHSmail, CJSM, and other secure Government networks like GSI and PNN in addressing many of the issues with regards internal communication between local and central Government, health, and criminal justice organizations. Designed to complement these projects, Egress Switch offer security services that addresses a key gap identified across Local and Central Government where is there is no coherent or widely recognized way of communicating sensitive personal/business information with partners and service providers in the third sector, private sector, or even small Government agencies. 3

PART A SERVICE OVERVIEW 1.0 INTRODUCTION 1.1 This part of the Service Schedule describes the Egress Switch Service, the Service Types, Service Dependencies and forms part of our Agreement with you. 2.0 SERVICE OVERVIEW 2.1 Egress Software Technologies will provide the Egress Switch Service to you in accordance with this Service Schedule, the Service Management Schedule, and the Service Design Document. 2.2 Egress Switch is an email & file encryption service that enables users to encrypt, share, and remotely manage secure information up to Impact Level 3 (IL3)/OFFICIAL/OFFICIAL-SENSITIVE under the new Government Classification Policy. http://www.cesg.gov.uk/servicecatalogue/cpa/pages/cpa-certified-products.aspx) that is distributed using a variety of transfer mechanisms including email, CD/DVD, USB Flash, USB Hard Drives, FTP Servers, HTTP Servers, and hosted Cloud Servers. Offered as a fully managed service, a hybrid cloud service, or private cloud on-premise installation, Egress Switch enables small or large organisations in the Public and Private sector to share information securely by enforcing policy centrally and integrating information security into existing workflow processes. Additionally, comprehensive real-time auditing ensures that information owners know precisely who, when, and where confidential data is being accessed. This new approach to secure information sharing enables users to maintain visibility and control wherever the data resides. 2.3 Core software components in the Switch Service include: 3.0 SERVICE TYPES 2.3.1 Egress Switch Gateway 2.3.2 Egress Switch Server 2.3.3 Egress Switch Client 2.3.4 Egress Switch Web Reader 3.1 There are three Service Types. The Customer s applicable Service Type shall be as stated in the Order Confirmation. a. Fully Hosted Infrastructure: leverages the Switch Service Infrastructure for complete delivery of encryption services, key management, and user management b. Hybrid Hosted Infrastructure: leverages core elements of the Switch Service Infrastructure for key management and user management while installing Onpremise Software to deliver encryption services c. On-Premise Hosted Infrastructure: leverages On-Premise Software for complete delivery of encryption services, key management, and user management Fully Hosted Infrastructure Hybrid Hosted Infrastructure On-Premise Hosted Infrastructure 4

Egress Switch Client Switch Gateway Switch Gateway Egress Switch Client Egress Switch Server Egress Switch Client 4.0 SERVICE DEPENDENCIES 4.1 The following Service Dependencies are specific to the Hybrid Hosted Infrastructure and the On- Premise Hosted Infrastructure: 4.1.1 Microsoft Windows operating system (Windows 2008 R2 x64 for server components, Windows 7 x32 + Outlook 2010x32 for client components) 4.1.2 Microsoft.NET framework (version 3.5 SP1 with KB2600907 and KB969166 hotfixes applied) 4.1.3 Microsoft Internet Information Server version 7.5 (part of Windows 2008 R2 x64) 5.0 CUSTOMER SITE REQUIREMENTS 5.1 We will notify you of any Customer Site requirements and agree a date by which they will be completed. 5

PART B SERVICE DESIGN DOCUMENT 1.0 INTRODUCTION 1.1 This part of the Service Schedule outlines what information we require in order to design and configure the Egress Switch Service and forms part of our Agreement with you. 1.2 For all new configurations of the Egress Switch Services, we will work with you to produce a Service Design Document which will include detail around: 1.2.1 Details of the proposed solution; and 1.2.2 Policy design and architectural overview; 1.2.3 What we need from you: 1.2.3.1 Customer site access and contact details; 1.2.3.2 Encryption policy requirements; 1.2.3.3 System integration requirements (such as integration with AV, content scanning, archiving, etc.); 1.2.3.4 Details of operating systems and mobile platforms are used within your organisation; and 1.2.3.5 Details of deployment software is currently used within your organisation; 1.3 To enable the deployment by Egress of On-premise Software, Customer shall provide the following information: 1.3.1 Mail-flow Topology; 1.3.2 What email servers are currently in use in Customer s organisation; 1.3.3 What Anti-virus software is used within Customer s organisation; 1.3.4 What gateway scanning software is used within Customer s organisation; 1.3.5 Whether email archiving and/or journaling used within Customer s organisation; and 1.3.6 What file size limitation is applied to email messages (if any); 1.4 In addition, Customer shall comply with the following obligations: 1.4.1 providing the necessary hardware/virtual infrastructure, environmental conditions, and security measures at the Customer sites in accordance with the Services system requirements; 1.4.2 giving Egress (and any third party engaged by Egress in connection with the Services) reasonable access to equipment that is covered by, or required for, the Services at reasonable times during Working Hours and in accordance with Customer s normal security procedures; 6

1.4.3 ensuring that all permissions of any kind needed for the installation and operation of On-Premise Software are in place at all times and can be verified by Egress upon request; 1.4.4 any other obligations reasonably notified to Customer by Egress from time to time. 7

PART C SERVICE MANAGEMENT 1.0 INTRODUCTION 1.1 This Service Management Schedule forms part of our Agreement with you and covers the management of the delivery of the Egress Switch Service throughout the term of this Agreement. 1.2 Where defined terms are used in this Service Management Schedule then those terms shall have the meanings set out in the Agreement unless they are otherwise defined in this Service Schedule. 2.0 On-BOARDING PROCESS 2.1 Customer consents to Egress and/or its Authorised Partner conducting verification and security procedures in respect of the information provided in the Order Confirmation. Egress reserves the right at its sole discretion to accept or reject the Customer s application 2.2 The Customer hereby warrants that the information provided to Egress and its Authorised Partner, if applicable, is true, accurate and correct. The Customer further warrants that it shall promptly notify Egress in the event of any changes to such information 2.3 Upon Account Activation, the Customer will select a login and password to facilitate its use of the Services. The Customer shall keep the login(s) and password(s) confidential and secure. Without prejudice to Egress other rights and remedies, Egress reserves the right to promptly disable the Customer s login and suspend the Customer s access to the Services if Egress reasonably believes that the Customer has breached this clause 2.3. 3.0 OFF-BOARDING PROCESS 3.1 Notification of Requirements for Termination Services 3.1.1 The Customer shall require the provision of Termination Services by notifying the Supplier in writing ("Termination Assistance Notice") such notice to be provided at least six months prior to the date of termination or expiry of this Contract or any part of this Contract or as soon as reasonably practicable (but in any event, not later than three months) following the service by either Party of any notice to terminate. The Termination Assistance Notice shall specify the: 3.1.2 date from which Termination Services are required which shall be no earlier than 12 months prior to expiry of this Contract or from the service by either Party of any notice to terminate, as the case may be; 3.1.3 nature of the Termination Services required; and 3.1.4 period(s) during which it is anticipated that Termination Services will be required, recognising that the Termination Services may comprise a number of different elements each of which may involve a different delivery period, but in no event shall any such element continue longer than 6 months from the date that the Supplier ceases to provide the Services unless subsequently agreed in writing by the Supplier. 3.2. Integrated Transition Planning 8

3.2.1 As soon as reasonably practicable following the Supplier's or the Customer's receipt of a Termination Assistance Notice, the Supplier, the Customer and the Replacement Supplier will work together in good faith, to assist the Customer in the development of its Integrated Transition Plan based on the Exit Plan and the implementation plan agreed between the Customer and the Replacement Supplier in respect of the transfer of services to the Replacement Supplier; 3.2.2 As soon as possible following the appointment of any Replacement Supplier, the Customer, the Supplier and such Replacement Supplier will review the Exit Plan and agree any required changes to be made to the Exit Plan, having regard to the methods, processes and strategy to be used by the Replacement Supplier for transfer of responsibility of the Services without impacting on the way in which the Supplier provides the Services during the Term unless agreed between the Parties. 3.3. Production of Exit Plans 3.3.1 The Supplier shall produce a full version of the Exit Plan within twelve months after the Effective Date and shall review and (if appropriate) update the Exit Plan to reflect changes in the Service: 3.3.1.1 every twelve (12) month thereafter; and 3.3.1.2 within 30 days after service of notice of termination by either Party 3.3.2 In each case setting out the Suppliers proposed methodology for achieving an orderly transition of Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract and which complies with the requirements set out in paragraphs 3.4 and 3.5 3.4. Content of the Exit Plan 3.4.1 Within 30 days after the submission of the Exit Plan, the Parties will use their respective reasonable endeavours to agree the contents of the Exit Plan. If the parties are unable to agree the contents of the Exit Plan then such dispute shall be resolved in accordance with the Dispute Resolution Procedure. 3.5 The Exit Plan with contain, as a minimum: 3.5.1 separate mechanisms for dealing with Ordinary Exit and Emergency Exit, the provisions relating to Emergency Exit being prepared on the assumption that the Supplier may be unable to provide the full level of assistance which is required by the provisions relating to Ordinary Exit, and in the case of Emergency Exit, provision for the supply by the Supplier of all such reasonable assistance as the Customer shall require to enable the Customer or its subcontracts to provide the Services; 3.5.2 the description of both the transfer and cessation processes, including an illustrative timetable, applicable in the case of an Ordinary Exit and an Emergency Exit. 3.6 In addition, the Exit Plan shall: 3.6.1 document how the Services could transfer to the Replacement Supplier and/or the Customer, including details of the proposed arrangements for transferring documentation, data, contracts and the segregation of the Customer s technology 9

4.0 FAULT MANAGEMENT components from any technology components operated by the Supplier or it s Subcontractor (where applicable); 3.6.2 specify the scope of the Termination Services that may be required for the benefit of the Customer any charges that would be payable for the provision of such Termination Services and detail how such services would be provided (if required), during the Termination Assistance Period; 3.6.3 address each of the issues set out in this schedule to facilitate the transition of the Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Services during the Termination Assistance Period; 3.6.4 provide a timetable and implementation plan, including details of the Supplier's expected levels of resources, and identify critical issues and risks in providing the Termination Services. 4.1 Egress shall carry out Fault management during the Support Hours to endeavour to restore operation of the Services to within agreed Service Levels and minimise the adverse impact of the Fault on Customer s business operations. 4.2 Customers shall log all Faults with Egress using the reporting methods applicable to the Support Type paid for by the Customer 4.3 Egress shall: 4.3.1 provide for separate identification of Faults (by raising a Trouble Ticket, at which point the Fault will be deemed to have commenced) and the tracking of Faults by the Customer Service Centre through to closure of the Trouble Ticket; 4.3.2 categorise Faults in accordance with the Severity Levels set out in Annex B; 4.3.3 maintain and update records of Faults; and 4.3.4 investigate, carry out diagnostic activities, and resolve any Faults where such activities are included as part of the Services and subject always to any exclusions or restrictions set out herein. 4.4 Customer shall: 4.4.1 appoint primary and secondary central points of contact within the Customer organisation who will be responsible for reporting Faults to and progressing Faults; 4.4.2 provide adequate information when the Fault is first reported to enable Egress to diagnose and resolve suspected Faults. This information will include: 4.4.2.1 Customer name; 4.4.2.2 the name, telephone number and email address of the person reporting the Fault; 4.4.2.3 Customer contact name, telephone number and email address if different from above; 10

4.4.2.4 the physical location of the Fault; 4.4.2.5 the number of sites affected by the Fault (if relevant); 4.4.2.6 identification of the service or component the Fault is being reported against, such as Egress Switch Client, Switch Gateway, Egress Switch Server, or similar identifiers; and 4.4.2.7 any other details that may be relevant to diagnosis of the Fault (including symptoms, events or actions leading up to the Fault, any tests carried out in attempting to isolate the problem, any environmental conditions that may be causing the Fault); 4.4.3 use all reasonable endeavours to ensure that the Fault has not arisen as a result of any matter that is not Egress s responsibility under this Agreement before reporting a suspected Fault with the Services; 4.4.4 complete all initial troubleshooting activity previously specified by Egress before reporting a Fault; and 4.4.5 procure such co-operation from the end-users and from any third party providers as is reasonably requested by Egress to assist in the management of Faults. 4.5 If a Fault is reported to Egress which is not Egress s responsibility then Egress shall have the right to charge the Customer for reasonable costs that it incurs in investigating the Fault, subject to providing reasonable notice to the Customer where possible. 4.6 If, after due investigations, Customer has reason to suspect that there is a Fault with the Egress Switch Service, it shall report the suspected Fault to Egress via the fault reporting process applicable to the Customer s Support Type and provide the following information: 4.6.1 Copy of Egress Switch Client de-bug logs; 4.6.2 Version of Egress Switch Client software; 4.6.3 Version of affected Operating System or mobile platform; and 4.6.4 Version of Anti-Virus software installed (if applicable); 4.7 In the event that On-Premise Software has been installed: 4.7.1 Confirmation that restarting the Switch Gateway Service has been attempted; 4.7.2 Version of Egress Switch Gateway software; 4.7.3 Copy of Egress Switch Gateway de-bug logs; 4.7.4 Version of effected Operating System; and 4.7.5 Version of Ant-Virus software installed (if applicable); 4.8 Suspected Faults will be logged by Egress with a Trouble Ticket. 4.9 Egress will initially work to resolve all Faults remotely in accordance with the Support Type. Where an engineer is required to visit the Customer Site,: 11

4.9.1 the target resolution time will depend on the availability of access to the Customer Site and Egress will provide Customer with regular updates regarding resolution timescales; and 4.9.2 the engineer will comply with all requirements under this agreement including those relating to confidentiality and data protection. 4.10 If, after investigation, Egress considers that the Fault has not been resolved or a that a solution does not seem imminent, Egress may arrange for an engineer to visit the impacted Customer Site or upgrade the software used in the Services, save in the event that the Fault is a result of a direct result of a failure at a Customer Site or from any hardware in respect of which Egress has no management or maintenance responsibility. 4.11 Customer agrees to reimburse Egress for its reasonable expenses if Customer reports a suspected Fault which leads to a Customer Site visit and the fault is determined by Egress as unrelated to the Egress Switch Service. 4.12 The Fault will be deemed to be resolved when Egress notifies the Customer of such resolution or reasonably attempts, unsuccessfully, to contact Customer for that purpose. 4.13 Whenever possible, Customer should give Egress a minimum of fourteen (14) calendar days notice of any event of which it is aware which may disrupt the Egress Switch Service. 5.0 CHANGES 5.1 Egress reserves the right to make any organisational, procedural, or target adjustments to the Fault reporting, management processes, and the Switch Service Infrastructure provided that such adjustments do not have a materially detrimental effect on the provision of the Switch Service to Customer or unilaterally amend this Agreement 5.2 In the event that an Emergency Change is required to address any security risks, such change shall take priority and Egress will use reasonable endeavours to process this within two hours of receiving notification and sufficient information from Customer of the Emergency Change provided that Customer acknowledges that the reduced timescales for Emergency Changes may prevent thorough assessment and/or adequate planning 6.0 MAINTENANCE SCHEDULE 6.1 Egress will create and maintain a rolling maintenance schedule with regard to the Egress Switch Service to be agreed with the Customer. The maintenance schedule shall be discussed in advance and updated accordingly by agreement between the parties. 6.2 When Egress wishes to carry out any maintenance to the Egress Switch Service (other than Emergency Changes), it shall ensure that; 6.2.1 the timing of the planned maintenance is in accordance with the requirements of the maintenance schedule or is an otherwise agreed in writing with the Customer at least 10 working days in advance; 6.2.2 once agreed with the Customer the planned maintenance (which shall be known as Permitted Maintenance ) is entered into the maintenance schedule; 6.3 Egress shall book a maximum of 12 hours for Permitted Maintenance in any one calendar month which shall take place between the hours and on the day specified in the maintenance schedule 12

unless otherwise agreed in writing with the Customer. For avoidance of doubt, Permitted Maintenance shall not exceed 12 hours per calendar month. 7.0 OUTAGES AND PLANNED MAINTENANCE 7.1 Permitted Maintenance to the Egress Switch Services and/or equipment may be necessary from time to time. Egress will: 7.1.1 use reasonable endeavours to give Customer as much notice as reasonably possible of any Permitted Maintenance, which will affect the availability of the Egress Switch Service; 7.1.2 use reasonable endeavours to minimise the number of Outages and any subsequent disruption to Customer; and 7.1.3 not be liable for any charges or costs incurred as a result of an Outage caused by Customer or Customer end users. 7.2 Customer shall notify its end users, Recipients, customers or third party providers of any Permitted Maintenance. 8.0 SEVERITY LEVELS 8.1 Severity Levels for Faults are defined as follows: Severity Level Category 1 Faults Category 2 Faults Category 3 Faults Severity Level definition Means those Faults in the Egress Switch Service that cause the system to fail and seriously impact or prevent the use of the Egress Switch Service. Egress will use reasonable endeavours to investigate and resolve the Fault concerned within 4 hours of notification. Means those Faults that allow the Service to be used albeit in a limited or undesirable capacity. Egress will use reasonable endeavours to investigate and resolve the Fault concerned within 24 hours of notification. Means those Faults that are cosmetic and minor by nature and will not prevent the successful operation of the Egress Switch Service. Egress will attempt to fix such issue in the next update of the Service. 9.0 SERVICE LEVELS 9.1 Service Level Measurement 9.1.1 The availability of the Egress Switch Service will be measured as the percentage of time the Egress Switch Service is available in a calendar month. 9.1.2 Service availability for each Customer Site will be calculated as follows: P = A B x 100% 13

A 10. SERVICE CREDITS Where: P = percentage availability A = number of hours in the relevant calendar month B = number of hours of Outages in the relevant calendar month excluding Outages due to: a) Permitted Maintenance b) changes to the Egress Switch Service agreed by the Customer; c) unavailability of access to Customer sites for engineering staff; and d) an Excluded Event; 9.1.3 The target availability of the Egress Switch Service is 99% ( Target Availability ). 10.1 Any Service Credits which accrue hereunder will be applied to Customer s next Subscription Charges invoice. No other Services Credit shall be payable. 10.2 Where the availability of the Egress Switch Service does not meet the Target Availability set out in paragraph 9.1.3 above, Customer shall be entitled to a following Service Credits, provided that at least 10% of the users at a Customer Site are affected by the unavailability: Service Availability in a given month Service Credit (percentage of Subscription Charge paid for the affected Customer site for the relevant month (annual charges shall be pro-rated to calculated monthly charges) Equal to or > than 99% 0% 95% - 98.99% 10% 93% - 94.99% 15% 90% - 92.99% 20% 80% - 89.99% 25% 70% - 79.99% 30% 60% - 69.99% 35% 50% - 59.99% 40% 10.3 Service Credits will only be payable if: 14

10.3.1 In respect of the annual measurement period or monthly measurement period stated if the actual Service availability falls below the applicable Target Availability for that period; and either 10.3.2 Egress notifies Customer that a Service Credit is payable; or 10.3.3 Customer notifies Egress in writing that Customer believes a Service Credit is payable within 30 calendar days of the date of the relevant Service failure which Customer believe gives rise to a Service Credit. Egress will investigate the claim for a Service Credit and confirm whether the Service Credit is payable. 10.3.4 The maximum Service Credits that can accrue in any Subscription Period is 40% of the Subscription Charges paid by the Customer for that Subscription Period. Service Credits shall be applied to the next Subscription Charges invoice in full and final settlement of all Egress liability arising as a result of the Service failure in respect of which the Service Credits are payable, provided that in the event of Service availability as described above dropping below 50% three months in a row or in five months over a twelve month period, such failures shall be deemed to be a material breach of the Agreement for which the Customer shall have the right to terminate the Agreement pursuant to clause 3.2.1 of the Agreement without limitation or exclusion resulting from this clause. 11. DATA PROTECTION, DATA SECURITY AND CONFIDENTIALITY 11.1 With respect to any Personal Data which is processed by Egress during the course of providing the Services the Parties agree that the Customer is the Data Controller and that Egress is the Data Processor. 11.2 Egress warrants it shall: 11.2.1 process Personal Data only in accordance with written instructions from the Customer or as necessary to provide the Services; 11.2.2 implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure; 11.2.3 notify the Customer within five (5) Working Days if it receives (i) a request from a Data Subject to have access to Personal Data relating to that person; or (ii) a complaint or request relating to the Customer s obligations under the Data Protection Legislation; 11.2.4 provide the Customer with full cooperation and assistance in relation to any complaint or request made relating to Personal Data, including by: (i) (i) (ii) providing the Customer with full details of the complaint or request; complying with a data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with the Customer s instructions; providing the Customer with any Personal Data it holds in relation to a Data Subject (within the timescales required by the Customer); and 15

(iii) providing the Customer with any information requested by the Customer; 11.2.5 not cause or permit any Personal Data to be processed, stored, accessed or otherwise transferred outside the EEA without the prior written consent of the Customer and, where the Customer consents to such processing, storing, accessing or transfer outside the European Economic Area, to comply with: 11.2.5.1 the obligations of a Data Controller under the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 by providing an adequate level of protection to any Personal Data that is so processed, stored, accessed or transferred; and 11.2.5.2 any reasonable instructions notified to it by the Customer; 11.2.6 Customer shall comply with its obligations as a Data Controller under the Data Protection Legislation, including, without limitation ensuring that is has all necessary rights and permissions to authorise the processing of the Personal Data by Egress as contemplated in this Agreement. 11.2.7 Each party ( Indemnifying Party ) shall indemnify the other ( Indemnified Party ) for any payments which the Indemnified Party is required to make to a third party which is a sole and direct result of a breach by the Indemnifying Party of this clause 11. 11.2.8 Any capitalized terms used in this clause 8 which is not defined in the agreement shall have the meaning given to it in the Data Protection Legislation 12. CONFIDENTIALITY AND DATA SECURITY 12.1 Except to the extent set out in this Clause or where disclosure is expressly permitted elsewhere in this Agreement, each Party shall: 12.1.1 treat the other Party s Confidential Information as confidential and safeguard it accordingly; and 12.1.2 not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Agreement; 12.1.3 not use the other parties Confidential Information other than for the purposes of this Agreement. 12.2 The provisions of Clause 12.1 shall not apply to the extent that: 12.2.1 such disclosure is required by law or a court of competent jurisdiction; 12.2.2 such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; 12.2.3 such information was obtained from a third party without obligation of confidentiality; 12.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Agreement; or 12.2.5 it is independently developed without access to the other Party's Confidential Information. 12.3 Egress will immediately notify the Customer of any breach of security in relation to the Customer Confidential Information. Egress will co-operate with the Customer in any investigation that the Customer considers necessary to undertake as a result of any breach of security in relation to Customer Confidential Information. 12.4 Egress shall not store, copy, disclose, or use the Customer Data except as necessary for the performance by Egress of its obligations under this Agreement or as otherwise expressly 16

approved by the Customer. 12.5 To the extent that Customer Data is held and/or processed by Egress, Egress shall use all reasonable endeavours to preserve the integrity of Customer Data and preventing the corruption of loss of Customer Data and Egress shall ensure that any system on which Egress holds any Customer Data, including back-up data, is a secure system that complies with Egress s own security policy. 12.6 If at any time Egress suspects or has reason to believe that the Customer Data has or may become corrupted, lost or degraded in any way for any reason, then Egress shall notify the Customer immediately and inform the Customer of the remedial action Egress proposes to take. 17

PART D CHARGES 1.0 CHARGES 2.0 BILLING 1.1 The charges for the Egress Switch Service consist of one or more of the following components: 1.1.1 Initial non-recurring charges (NRC) in return for system installation and initial set up; 1.1.2 Other non-recurring charges (ONRC) raised periodically during the term of the Agreement in return for policy customisation; or 1.1.3 Annual Recurring Charges (ARC); 2.1 We will bill you: 3.0 EARLY TERMINATION 2.1.1 Monthly in advance for all NRCs; 2.1.2 Monthly in advance for all ONRCs; and 2.1.3 Annually in advance for all ARCs. 3.1 Early Termination of Service 3.1.1 If all or part of the Egress Switch Service are terminated before the Service Commencement Date or within the Initial Term of the Agreement, in addition to any NRCs, and ONRCs used but not paid for, you shall pay the following early termination charges from the date of termination to the end of the Initial Term: Year during which the Agreement is terminated % of remaining ARCs 1 100% 2 50% 3 30% 4 10% 5 0% 4.0 ADDITIONAL CHARGING 4.1 In the event that the Services: 4.1.1 Have, without Egress s prior written consent, been maintained, altered, modified or adjusted by the Customer or by other third parties on behalf of the Customer or 18

been used by the Customer together with other software not supplied or approved in writing by Egress Software Technologies; or 4.1.2 Requires maintenance by reason of the fault of negligence or the Customer, its employees, agents or sub-contractors; 4.2 Then in respect of such Services, Egress may, without prejudice to its other rights under this Agreement, charge its then current charges rates for any support provide and/or may suspect or terminate the support 4.3 Where non-standard elements of the Egress Switch Service are required, you will be charged for any further design work or service customisation. 19

ANNEX A DEFINITIONS Agreement Authorised Partner Account Activation Confidential Information Customer Service Centre Data Protection Legislation Egress Switch Client Egress Switch Gateway Egress Switch Server Egress Switch Web Reader Emergency Changes Encrypted Data means this Switch Service Agreement, any accompanying Order Confirmation and any Service Design Document means an Egress approved reseller means that Egress has activated the Customer s account to permit use of the Services in accordance with the Order Confirmation and the terms of this Agreement means all data and information relating to the other's business provided to or acquired by it, its employees, agents or sub-contractors pursuant to this Agreement, including, in respect of Customer s Confidential Information, all Customer Data and Personal Data means the Egress dedicated service for managing Faults. The contact details for the Customer Service Centre vary from Service to Service and from Customer to Customer, Egress will provide each Customer with the Customer Service Centre contact details that are relevant to its Services. means the Data Protection Act 1998 (as amended or replaced from time to time) means On-Premise Software installed on desktop or laptop workstations means On-Premise Software installed on Server workstations at the network boundary designed to encrypt and decrypt data means On-Premise Software installed on Server workstations at the network boundary to manage Encryption Keys means the facility to access the Switch Service via a web based client is any remote configuration change to an existing Egress Switch Service that Egress determines must be actioned in a reduced time-scale or in a manner that prevents thorough assessment and/or adequate planning in order to address or prevent a serious problem with the Services. means a package of encrypted data 20

Encryption Key "Excluded Events" means a unique randomised string of letters, numbers and characters that may be used to unencrypt and access the Encrypted Data, through the use of the Egress Switch Web Reader Is an Outage or Fault which is a result of any of the following: (a) a fault in, or any other problem associated with, non- Egress supplied software, hardware or other telecommunications systems not operated or provided by Egress; (b) the fault, negligence, act or omission of the Customer or that of any third-party not within Egress s direct control; (c) the Customer not performing or a delay in performing any of the Customer Responsibilities; (d) Customer requesting Egress to modify a Customer Site, or test one although no Fault has been detected or reported in accordance with the terms of the Agreement; (e) service suspension or a force majeure event in accordance with the terms of the Agreement. Fault Fault Management Initial Term means that the Switch Service is not performing in according with PART C SERVICE MANAGEMENT means the management and resolution of Faults in the Service in accordance with the relevant Support Type for which the Subscription Charges have been paid by the Customer means the Initial Term of this Agreement as set out on the Order Confirmation, or in the absence of an Initial Term in the Order Confirmation, means one (1) year Maintenance Services means the maintenance activities set out in PART C SERVICE MANAGEMENT which shall be provided by Egress in accordance with the Support Type On-Premise Software means the software components provided by Egress for installation on systems owned and/or operated by or on behalf of the Customer to access the Services 21

Order Confirmation "Outage" party Permitted Maintenance Personal Data Premium Support Recipient Service Dependencies Services Service Credits Service Levels Service Type Standard Support means either: (i) the quote for the Services issued by Egress or its Authorised Partner and accepted without amendment by the Customer by (a) email; or (b) the issuing of a purchase order for such Services; or (c) completion of an online registration/application for the Services on the Egress website; or (ii) in the absence of a quote issued by Egress, means the completion by the Customer of the online registration form on the Egress website is an interruption in the Egress Switch Service. means the Customer as one party and the Egress as another party and collectively the parties is planned maintenance agreed with the Customer and documented in the Maintenance Schedule. shall have the same meaning as set out in the Data Protection Legislation means the right to contact Egress directly during the Support Hours regarding Faults. means a person to whom Encrypted Data is sent means the technical and information requirements for the use of each Service Type as set out in PART A SERVICE OVERVIEW means the provision of the Switch Service, and the Fault Management and Maintenance Services by Egress to the Customer in accordance with the Service Type and Support Type for which the Subscription Charges are paid by the Customer, as are more particularly set out in PART C SERVICE MANAGEMENT of this Agreement means the service credits which shall accrue to the Customer in respect of a failure by Egress to meet the Service Levels, as set out in PART C SERVICE MANAGEMENT means the service levels set out in PART C SERVICE MANAGEMENT of this Agreement means each of the Fully Managed Service, the Hybrid Cloud Service and the Private Cloud On-Premise Installation as more particularly described in PART A SERVICE OVERVIEW means the right to log Faults using Trouble Tickets (and any other methods as may be notified by Egress to the Customer). 22

Subscription Charges Subscription Period Support Hours Support Type Switch Service Switch Service Infrastructure Term Trouble Ticket means the Subscription Charges payable by the Customers, as set out in the Order Confirmation means the period in respect of which Subscription Charges are paid means 09:00 to 18:00 GMT/BST (as applicable) Monday to Friday, excluding UK bank and public holidays means the applicable level of support (being Standard, Premium or 24/7) as selected in the Order Confirmation; in the absence of any such selection, the Support Type shall be Standard means the encryption of data for transmission to a Recipient and the un-encryption by a Recipient, as more particularly described in PART A SERVICE OVERVIEW means the hardware and software infrastructure to which access is provided to the Customer by Egress in the provision of the services; and means the Initial Term and thereafter the period for which Egress receives Subscription Charges from the Customer is a record of a Fault with a unique reference allocated to it which shall be used for all subsequent updates and communications. 24/7 Support is 24/7 Premium Support. 23