MANAGED SERVICE PROVIDER ADDENDUM

Effective as of 02-July-2009

THIS MANAGED SERVICE PROVIDER ADDENDUM ("MSP ADDENDUM") TO THE AGREEMENT (AS DEFINED HEREIN) PROVIDES TERMS UNDER WHICH PRECISE SOFTWARE SOLUTIONS, INC. ("PRECISE") WILL PROVIDE REMOTE MONITORING, ALERTING AND PROBLEM DIAGNOSIS FOR THE PRODUCT(S) (AS DEFINED HEREIN) PURSUANT TO THE STATEMENT OF WORK ATTACHED TO AN APPLICABLE PRECISE QUOTE ("MSP SOW") FOR YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE RECEIVING THE MANAGED SERVICES (THE "LICENSEE") ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS OF THIS MSP ADDENDUM AND THE MSP SOW. IN THE CASE OF ANY CONFLICT BETWEEN THE TERMS OF THIS MSP ADDENDUM AND THE AGREEMENT, THIS MSP ADDENDUM SHALL CONTROL.

BY SUBMITTING PAYMENT TO PRECISE FOR THE MANAGED SERVICES FEES SET FORTH ON A PRECISE QUOTE, LICENSEE IS AGREEING TO THE TERMS AND CONDITIONS SET FORTH IN THIS MSP ADDENDUM AND ANY MSP SOW. IF LICENSEE DOES NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS MSP ADDENDUM OR ANY MSP SOW, THEN PRECISE IS UNABLE TO PROVIDE THE MANAGED SERVICES TO LICENSEE.

WHEREAS, Licensee has acquired perpetual licenses for certain Precise software products (the "Product(s)") and related maintenance and support under the terms of the Precise Software End User License Agreement effective March 15, 2009 and located at http://www.precise.com/company/agreements/eula-20090315.asp by and between Precise and Licensee (the "Agreement"); and

WHEREAS, Precise has developed expertise on the use of the Product(s) to monitor application performance and to diagnose application performance issues; and

WHEREAS, Licensee desires for Precise to provide remote performance monitoring, alerting, and problem diagnosis for the Product(s).

NOW, THEREFORE, the Parties agree as follows:

1. Definitions.
   1. "Managed Services" shall mean the remote performance monitoring, alerting and problem diagnosis for the Product(s) provided by Precise pursuant to the MSP SOW.
   2. "Support" shall mean Precise's 24x7 Essential Support offering, purchased by Licensee under the Agreement.
   3. "Term" shall mean each subscription term for the Managed Services.
2. Fees and Payments.
   1. a. Precise will invoice Licensee for the Managed Services fees set forth in the Quote Form. Licensee shall remit full payment of all Managed Service fees to Precise prior to Precise performing any Managed Services.
3. Precise Representations. Precise will provide the Managed Services in accordance with current industry standards and practices using qualified personnel with the necessary skills, qualifications and experience to provide the Managed Services in accordance with this MSP Addendum and pursuant to the MSP SOW.
4. Ownership. All Licensee-specific information incorporated into reports, dashboards, and alerts provided hereunder are and shall remain the sole property of Licensee. All right, title and interest (including all intellectual property rights) in and to the Product(s), and any deliverables provided hereunder or provided pursuant to any MSP SOW with respect to the Managed Services including, without limitation, know-how and techniques, are and shall remain owned by Precise or Precise suppliers and are protected by intellectual property laws, including copyright, patent, trademark, and/or trade secret laws. Any rights not expressly granted herein are reserved to Precise.
5. Term and Termination.
   1. If Licensee terminates the Agreement, this MSP Addendum and/or any MSP SOW, Licensee shall not be entitled to a refund or credit of all or any portion of the fees paid by Licensee for the Managed Services.
   2. If Licensee does not remain current on Support at all times during the Term, Precise may terminate this MSP Addendum and any applicable MSP SOW and Licensee shall not be entitled to a refund or credit of all or any portion of the fees paid by Licensee for the Managed Services.
   3. If either party terminates the Agreement for any reason or no reason, then this MSP Addendum shall terminate concurrent with the Agreement termination.
   4. Upon any termination of this MSP Addendum, Precise shall cease providing the Managed Services and each party will promptly return or destroy the Confidential Information of the other party in its possession or under its control.
   5. Termination of this MSP Addendum shall also terminate any and all then-current MSP SOW(s).
6. Intellectual Property Indemnity

   (a) Indemnity. Subject to the limitations of Section 6(b), Precise will defend, at its own expense, any claim, suit or proceeding brought by a third party against Licensee to the extent it is based upon a claim that any Managed Services purchased and used pursuant to this MSP Addendum and/or any MSP SOW infringe upon any copyright or United States patent, or misappropriates a trade secret of any third party ("Claim") provided that Licensee: (i) promptly notifies Precise in writing of any Claim, (ii) gives Precise full information and assistance in connection therewith, and (iii) gives Precise the sole right to control the defense of and settle or compromise any Claim. Precise will pay all damages, costs, and expenses finally awarded to third parties against Licensee in such action or agreed to in settlement by Precise. If any Managed Services are, or in Precise's opinion might be, held to infringe or misappropriate as set forth above, Precise may, at its option and expense modify such Managed Services with Managed Services substantially similar in functionality so as to avoid infringement or misappropriation, or procure the right for Licensee to continue the use of such Managed Services. If neither of such alternatives is, in Precise's opinion, commercially reasonable, Precise shall cease providing such Managed Services to Licensee, and Precise shall refund the fees paid by Licensee to Precise for such Managed Services. The refund for Managed Services shall be the pro-rated unused portion of prepaid fees for such Managed Services.

   (b) TO THE FULLEST EXTENT PERMITTED BY LAW, THE FOREGOING STATES PRECISE'S ENTIRE LIABILITY TO LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING BUT NOT LIMITED TO PATENT, COPYRIGHT, TRADEMARK, AND TRADE SECRET RIGHTS, AND IS IN LIEU OF AND REPLACES ANY AND ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS REGARDING INFRINGEMENT OR MISAPPROPRIATION.

   (c) Limitations. Precise will have no liability for, and no obligation to defend Licensee against any claim of infringement to the extent such claim is based on: (i) use of the Managed Services outside the scope of this MSP Addendum and/or any MSP SOW, (ii) use of superseded or altered Managed Services, (iii) the combination, operation, or use of the Managed Services with software, hardware or other materials not specified in this MSP Addendum and/or a MSP SOW, (iv) any modification of the Managed Services not made or authorized in writing by Precise, or (v) Licensee's use of the Managed Services after Precise's notice to Licensee that it shall cease use of the Managed Services due to such claim. The above exclusions apply to the extent that the infringement would have been avoided but for such improper use.

7. Limitation of Liability

   (a) IN NO EVENT WILL PRECISE OR PRECISE SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS ARISING FROM, CONNECTED WITH, OR RELATED TO THIS MSP ADDENDUM AND/OR ANY MSP SOW, WHETHER SUCH LIABILITY IS FORESEEABLE, EVEN IF PRECISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT OR OTHERWISE. Some jurisdictions do not allow limitation or exclusion of incidental or consequential damages, so the above limitation or exclusion may not apply to Licensee. THE LIMITATIONS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS MSP ADDENDUM IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

   (b) IN NO EVENT SHALL PRECISE'S AGGREGATE CUMULATIVE LIABILITY FOR ANY DAMAGES, DIRECT OR INDIRECT, ARISING FROM, IN CONNECTION WITH, OR RELATED TO THE MANAGED SERVICES EXCEED THE AMOUNT PAID HEREUNDER WITH RESPECT TO SUCH MANAGED SERVICES WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, PRECISE'S TOTAL LIABILITY ARISING FROM, IN CONNECTION WITH, OR RELATED TO THIS MSP ADDENDUM AND/OR ANY MSP SOW SHALL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY PRECISE FROM LICENSEE UNDER THIS MSP ADDENDUM AND/OR ANY MSP SOW. THE LIMITATIONS OF THIS SECTION 7(b) DO NOT APPLY TO PRECISE OBLIGATION OF INDEMNITY PURSUANT TO SECTION 6.

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