MAINTENANCE AND SUPPORT AGREEMENT

Effective as of 9 July 2010

PRECISE SOFTWARE SOLUTIONS, INC. AND/OR ITS AFFILIATES ("PRECISE") IS WILLING TO PROVIDE MAINTENANCE AND SUPPORT TO THE LICENSED SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE LICENSED SOFTWARE (REFERENCED BELOW AS "LICENSEE") ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS OF THIS MAINTENANCE AND SUPPORT AGREEMENT ("AGREEMENT").

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN LICENSEE AND PRECISE. BY CLICKING THE "I AGREE" OR "YES" BUTTON, OR OTHERWISE INDICATING ASSENT, LICENSEE AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF LICENSEE DOES NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE "I DO NOT AGREE" OR "NO" BUTTON OR OTHERWISE INDICATE REFUSAL. UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS WILL HAVE THE MEANING GIVEN IN THE "DEFINITIONS" SECTION OF THIS AGREEMENT AND SUCH CAPITALIZED TERMS MAY BE USED IN THE SINGULAR OR IN THE PLURAL, AS THE CONTEXT REQUIRES.

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Support Contact Information:

Precise Support Web Site: www.precise.com/support (Note: Follow the instructions for submitting a technical issue or question to Precise.)

The contact information above is current as of the date of this Agreement. Precise reserves the right to change Precise's contact information from time to time upon notice to the Licensee Contacts.

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1. Definitions

(a) "Documentation" means the user manuals or other technical information Precise provides with the Software.

(b) "Error" means a reproducible defect in the Software when operated on a Supported Environment, which causes the Software not to operate substantially in accordance with the Precise published Documentation.

(c) "Error Correction" means a modification or patch that brings the Software into substantial conformance with the Precise published Documentation, or a procedure, routine or other information that enables Licensee to avoid the practical adverse effect of an Error.

(d) "Instance" means one or more Precise web application servers.

(e) "Licensee Contacts" means the individuals designated by Licensee and agreed to by Precise who are authorized to contact Precise Support Representatives.

(f) "Maintenance and Support" or "Maintenance" means Precise's commercially available professional maintenance and support offerings, which includes "Basic Support" and "Essential Support" (each described in Table 1 below).

(g) "Maintenance Release" means an update to an existing version of the Software containing Error Corrections or minor functionality enhancements. A Maintenance Release is designated as a numbered service pack for the current version.

(h) "Maintenance Term" means any period during which Licensee is entitled to receive Maintenance hereunder, including any renewals or extensions thereof.

(i) "New Version Release" means a new version of the Software containing new features or enhancements to functionality. A New Version Release is designated by an increase in the version number. e.g. from 2.5 to 2.6 or 3.0. A New Version Release only includes releases of the Software in a language included in Licensee's license configuration.

(j) "Precise Support Representatives" means the individuals designated by Precise who are authorized to provide support to Licensee's Contacts and who will coordinate all of Licensee's Error submissions and support requests.

(k) "Primary Instance" means an Instance in Licensee's production environment containing Licensee's live records.

(l) "Releases" means collectively, Maintenance Release and New Version Release.

(m) "Secondary Instance" means an Instance in Licensee's testing environment used for testing or staging of Licensee's data.

(n) "Severity 1" means (1) a product inoperative condition that makes the continued use of one or more functions impossible (or severely restricted) on a business-critical system and prevents Licensee from continued production or severely risks critical business operations, or (2) a problem that may cause loss of data and/or restrict data availability and/or cause significant financial impact to the Licensee.

(o) "Severity 2" means a problem that severely affects or restricts major functionality and is of a time-sensitive nature and is important to long-term productivity but is not causing an immediate work stoppage, where no workaround is available but operation can continue in a restricted fashion.

(p) "Severity 3" means (1) a minor problem that does not have a major effect on business operations, or (2) a major problem for which an acceptable workaround exists for the Licensee.

(q) "Severity 4" means (1) a minor condition or documentation error that has no significant effect on the Licensee's operations, or (2) additional requests or suggestions for new features which are defined as new functionality in the existing licensed Software.

(r) "Software" or "Licensed Software" means the proprietary Precise software licensed by Licensee pursuant to a separate license agreement.

(s) "Supported Environment" means a hardware, operating system and application platform meeting the minimum system configuration requirements for the proper use and operation of the Software as set forth in the Precise published Documentation.

2. Confidential Information.

(a) "Confidential Information" means (i) a party's proprietary technology or computer software in all versions and forms of expression, whether or not the same has been patented or the copyright thereto registered, is the subject of a pending patent or registration application, or forms the basis for a patentable invention (collectively the "Proprietary Technology"); (ii) manuals, notes, documentation, technical information, drawings, diagrams, specifications, formulas or know-how related to any of the Proprietary Technology; (iii) information regarding current or proposed products, customers, contracts, business methods, financial data or marketing data, financial results and projections, company and market strategy, product roadmaps, product and competitive sales analysis and plans, product or marketing plans, pricing plans or structures, personnel and recruiting matters, and future releases; and (iv) offers or proposals which are provided by a Discloser, including, but not limited to, the fees charged by Discloser and such Confidential Information is either (1) in tangible or other form and labeled "confidential" or the like, or (2) in a non-tangible form, including, but not limited to, oral information and is followed up within two (2) weeks in a tangible form that is appropriately labeled.

(b) A party receiving Confidential Information ("Recipient") of the other party ("Discloser") shall: (i) not disclose the Confidential Information to any third party at any time and Recipient shall limit disclosure of Confidential Information within its own organization to its employees or its legal, financial and accounting advisors having a need to know and who have agreed to be bound by the terms of this Agreement; and (ii) protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care. Recipient shall be entitled to disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or by a regulatory agency or government body, provided that Recipient shall first give notice to Discloser and make a reasonable effort to obtain a protective order to protect the confidentiality of the information. If such protective order is not obtained, Recipient agrees to disclose only that portion of the Confidential Information which it is legally required to disclose. Recipient shall immediately notify Discloser of any actual or suspected unauthorized disclosure of Confidential Information. Recipient shall not modify, reverse-engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information without Discloser's prior written consent.

(c) The obligations described in Section 2(b) imposes no obligation upon Recipient with respect to any Confidential Information which (i) is or becomes a matter of public knowledge through no fault of Recipient; (ii) is rightfully received by Recipient from a third party without a duty of confidentiality to a third party by, or with the authorization of, Discloser; (iii) is disclosed without a duty of confidentiality; or (iv) is independently developed by Recipient. The burden of proving any of the above exemptions is on Recipient.

(d) Upon the written request of Discloser, Recipient shall immediately destroy or return to Discloser, as requested by Discloser, all Confidential Information of Discloser in its possession, together with all records in any manner pertaining to any of Discloser's Confidential Information. Recipient shall also, upon the written request of Discloser, furnish Discloser with a certificate of an officer verifying that all of the foregoing have been destroyed or returned to Discloser.

3. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRECISE OR PRECISE'S SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS ARISING FROM, CONNECTED WITH, OR RELATED TO THIS AGREEMENT, 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 AGREEMENT 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 SOFTWARE, OR ANY WORK PRODUCT EXCEED THE AMOUNT PAID HEREUNDER WITH RESPECT TO SUCH SOFTWARE OR WORK PRODUCT WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, PRECISE TOTAL LIABILITY ARISING FROM, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY PRECISE FROM LICENSEE UNDER THIS AGREEMENT.

4. Miscellaneous.

(a) Entire Agreement, Modifications, and Waivers. This Agreement contains Precise entire agreement with respect to the subject matter hereof. This Agreement may not be modified except by written instrument signed by both parties and referring to the particular provisions to be modified. All terms, conditions, or provisions which may appear as pre printed language or otherwise be inserted within any purchase order shall be of no force and effect notwithstanding the acceptance of such purchase order after the date of this Agreement. If any provision of this Agreement is declared invalid or unenforceable, then the court shall replace the invalid or unenforceable provision with a valid and enforceable provision that most accurately reflects the parties' intentions and the remaining provisions of this Agreement shall remain in full force and effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Wherever the term "including" is used, it shall mean "including, but not limited to". This Agreement may be executed in one or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same agreement.

(b) Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and shall be governed by the internal laws of the State of California, excluding its conflict of law rules, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transaction Act are expressly disclaimed.

(c) Notices. All notices, requests, demands or other communications which are required or may be given pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given if sent by a nationally recognized overnight express courier. Notices shall be delivered to the following:

Precise Software Solutions, Inc.
3 Twin Dolphin Drive
Suite 350
Redwood Shores, CA 94065
Attn: General Counsel

(d) Force Majeure. Neither party shall be in default if its failure to perform any obligation under this Agreement (other than obligations to make payments when due) is caused solely by supervening conditions beyond that party's reasonable control, including acts of God, war, terrorism, civil commotion, strikes, labor disputes, Internet service interruptions or slowdowns, vandalism or "hacker" attacks, or governmental demands or requirements.

(e) Assignment. This Agreement (and any amendments or modifications thereto) and any rights or licenses granted to Licensee hereunder, are non-transferable, non-exclusive, non-assignable, limited and personal to Licensee. Neither party may assign its interest in this Agreement, including by operation of law or change of control, without the other party's prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Precise may transfer and/or assign some or all of this Agreement by operation of law due to a merger or change of control, without prior notice to Licensee or Licensee's consent. For the purposes of this Agreement, "change of control" means consolidation, or any sale of all or substantially all of its assets or any other transaction in which more than fifty percent (50%) of its voting securities are transferred. This Agreement will inure to the benefit of and be binding upon the party's successors and permitted assigns. Unless otherwise specifically agreed to by the non assigning party, no assignment by either party shall relieve the assignor from its obligations pursuant to this Agreement. Any assignment in violation hereof shall be null and void.

5. Maintenance and Support.

(a) Basic Maintenance Provided. During each Maintenance Term, Precise will provide the following Maintenance, subject to the procedures and limitations described herein: (i) clarifying and assisting in the operation of the features and functions of the Software; (ii) clarifying the Precise published Documentation; (iii) assisting in identifying and verifying the causes of suspected Errors; and (iv) providing Error Corrections. Such Maintenance will be provided for the Primary Instance and Secondary Instance.

(b) Self Help Support Resources. Licensee agrees that the users of the Software will first attempt to answer any questions or resolve any issues with respect to the operation of the Software by using the following self help resources: (i) the Help function of the Software and (ii) the Precise Support Web Site.

(c) Contacting Precise Support Representatives. If Licensee is unable to resolve an issue or question with respect to the Software using the self help resources described above, the Licensee Contacts may contact a Precise Support Representative to receive support using one of the methods described below. Precise will provide support only in English and only to the Licensee Contacts. Any communication between the Licensee Contacts and a Precise Support Representative must be in English. Precise will not provide support to end users of the Software or to any person other than the Licensee Contacts.

(i) Telephone Hot Line. Precise will provide telephone support to the Licensee Contacts during local business hours based upon the billing address contained herein, or otherwise provided to Precise, Monday through Friday 9:00am to 6:00pm, excluding local holidays (the "Support Hours"). Precise will provide Licensee with a list of local holidays and any reduced Support Hours on those holidays upon request. If Licensee has purchased optional Essential Support as described in Table 1, Precise will provide additional telephone support outside the Support Hours twenty-four (24) hours per day during weekdays for all severity level Errors and twenty-four (24) hours per day, seven (7) days per week, including local holidays for Severity 1 Errors ("Extended Support Hours").

(ii) Web Email Template. Precise will use commercially reasonable efforts to provide an acknowledgement to web email sent to support@precise.com within eight (8) business hours after Precise receives the email.

(d) Error Correction. When Licensee reports an Error to Precise, Licensee should include a detailed description of the Error and the severity level determined in accordance with Section 5(e) below. When Precise receives notice of an Error, Precise will assign a problem tracking number to be included in all correspondence between Licensee and Precise related to the Error and, after Precise's e-mail acknowledgement described in Section 5(c)(ii), Precise will provide a response in accordance with the severity levels and response times identified in Section 5(e). Thereafter, Precise will use commercially reasonable efforts to provide an Error Correction. The Error Correction may require that Licensee install the latest Maintenance Release for the supported version of the Software on which Licensee reported the Error. An Error Correction may require multiple contacts and off-line research. The Error Correction, when completed, may be provided in the form of a Software patch consisting of sufficient programming and operating instructions to implement the Error Correction, which will be provided to Licensee via email, download or other electronic means.

(e) Response Times. Precise's response to an Error depends on the severity of the Error and the level of Maintenance purchased by Licensee, as determined by Table 1. For each level of severity, Precise Support Representatives will use commercially reasonable efforts to respond, within the times set forth in Table 1. Response time is the time from Precise's receipt of notice of the Error until Precise contacts the Licensee Contact reporting the Error to begin resolution efforts, not the time to deliver an Error Correction. Precise will respond to an Error which arises in the Primary Instance at all severity levels set forth in Table 1. If an Error arises in the Secondary Instance, Precise will only respond according to the Severity 3 level response time, as set forth in Table 1.

(f) Escalation Procedure. An escalation occurs when an open issue becomes critical and requires Precise's escalation procedure, which consists of the following: (i) when escalation of a critical case becomes necessary, Licensee will contact a Precise Support Representative for more information using the telephone or e-mail detailed on the Precise Support Web Site; (ii) once the Licensee is connected with a Precise Support Representative, Licensee must provide its name, case ID, and state that an escalation is required; (iii) the Precise Support Representative will contact the support manager on duty and the support manager will set up an action plan that is required in order to progress the case and will monitor its execution on a regular basis involving the Precise Support Representative in charge.

(g) Exclusions from Maintenance Program. Precise is not responsible or liable for causes external to the Software ("Excluded Services"), including but not limited to: (i) Licensee's failure to incorporate Releases; (ii) installation of the Software or any New Version Releases not in accordance with the Documentation provided with the Software or New Version Releases; (iii) Licensee's use of the Software with any software or hardware other than the Supported Environment; (iv) problems resulting from use of the Software in a manner not permitted pursuant to Licensee's license; (v) modifications, alterations, or additions to the Software by parties other than Precise (including without limitation, modifications, alterations, or additions to the Software made by Licensee); or (vi) damage from any source other than Precise including but not limited to water, humidity, fire, power surges, computer viruses, and accidents. Any maintenance or services required to fix the Excluded Services will be billed to Licensee on a time-and-materials basis in accordance with Precise then current rates. Such services shall be set forth on a mutually agreed upon professional services agreement. Maintenance does not include maintenance in connection with or correcting Errors arising out of or related to a database management server or a web server or any other third party component that is used in conjunction with the Software. Precise may, but is not required to, provide Error Corrections for such Errors at Precise then current time and materials rates. Maintenance does not include Software installation, configuration or services provided on-site at Licensee's location. If Precise is required or requested to travel to Licensee's facilities, any services will be provided at then current time and materials rates and Licensee will reimburse Precise for all reasonable travel expenses, including meals and lodging. Maintenance does not include problems or errors in modifications to the Software Precise provides as a work product pursuant to a separate professional services engagement. Precise is not responsible for restoring lost data or damage to Licensee's database that result from Licensee's actions. If Licensee desires to purchase upgrade services or other professional services from Precise outside the scope of the Maintenance in this Agreement, then Precise will provide such professional services to Licensee for a charge as set forth in a mutually agreed upon professional services agreement.

6. Licensee's Responsibilities.

(a) Supported Environment and Operations. Licensee is responsible for undertaking the proper supervision, control and management of Licensee's use of the Software including, but not limited to: (i) providing, maintaining and assuring proper configuration of the Supported Environment; (ii) following industry standard procedures for the security of data, accuracy of input and output, and back-up plans, including restart and recovery in the event of hardware or software error or malfunction; and (iii) maintaining a procedure external to the Software for reconstruction of lost or altered files, data and programs.

(b) Assistance in Providing Maintenance. Licensee will provide reasonable assistance to Precise in determining and resolving Errors Licensee reports. Error determination activities may include performing network traces, capturing error messages, collecting configuration information and other similar activities to allow Precise to reproduce the Error. Resolution activities may include access to Licensee's personnel and/or remote access to the Supported Environment. Licensee agrees to allow Precise to use remote access tools, with the participation and under the supervision of a Licensee Contact, to access the Software in the Supported Environment and modify its configuration as part of Precise Error determination and resolution activities. Precise may not be able to provide Licensee with an Error Correction without such remote access. Licensee is responsible for performing activities to implement Error Corrections Precise provides and for responding in a timely manner to requests for information by a Precise Support Representative. Error Corrections may include changing, installing or reinstalling new or existing versions of web browser software or new components, or modifying processes. Any information Licensee provides Precise in connection with the Maintenance process that Licensee designates as confidential will be used only to resolve reported Errors and will not be disclosed to anyone other than Precise personnel involved in resolving the Error. As part of Precise's Error resolution process, information Licensee provides to Precise may be made available to Precise employees in foreign countries, unless Licensee notifies Precise otherwise in writing when providing Precise with such information.

(c) Designation of Support Contacts. For Basic Support, Licensee will designate up to two individuals as the Licensee Contacts for receiving support hereunder and notify Precise of the Licensee Contacts. For Essential Support, Licensee will designate up to four individuals as the Licensee Contacts for receiving support hereunder and notify Precise of the Licensee Contacts. Licensee may change the Licensee Contacts by notifying Precise, but may not have more than the number of Licensee Contacts set forth above at any one time. Each Licensee Contact may not be changed more than once in a thirty (30) day period.

(d) Training. Licensee is responsible for proper training of the Licensee Contacts and all other appropriate personnel in the operation and use of the Software and the Supported Environment.

7. New Releases of the Software.

(a) Maintenance Releases Provided with Maintenance and Support. If and when available, Precise will provide to Licensee any Releases that Precise makes generally available to customers who have purchased Maintenance during the Maintenance Term at no additional charge. Any Release is part of the Software and subject to the terms and conditions of this Agreement. The designation of a Software release as a Maintenance Release or a New Version Release will be made by Precise at Precise's reasonable discretion.

(b) Maintenance and Support of Prior Releases. Precise will provide Maintenance and Support as described herein for the most current Maintenance Releases made with respect to the current New Version Release and the last two New Version Releases immediately preceding that release.

(c) Installation and Configuration of New Releases. Maintenance and Support does not include the installation or configuration of any Releases. Any services to be provided in connection with the installation or configuration of Releases will be provided for a mutually agreed upon fee as a work product pursuant to a separate professional services agreement. New Version Releases may have significant changes from current versions and it is strongly recommended that Precise provide the services to install New Version Releases to ensure Precise's ability to continue to provide Maintenance and Error Corrections. Precise will not correct Errors arising out of or related to installation or configuration of the Software or any New Version Releases by any party other than Precise.

(d) Migration of Customizations and/or Modifications. If Licensee has customized and/or modified Software, Maintenance and Support does not include migrating Licensee's customizations and/or modifications to any Release, unless otherwise provided under a separate professional services agreement pursuant to which Precise provided such customizations and/or modifications. Any services to be provided in connection with the migration of customizations and/or modifications to Releases will be provided for a mutually agreed upon fee as a work product pursuant to a separate professional services agreement.

8. Maintenance Fees.

Annual Maintenance fees for any Maintenance Term are based on Precise's then current prices. Licensee will be invoiced for the Maintenance fees for the initial Maintenance Term upon execution of this Agreement and, subject to Section 9, for any renewal Maintenance Term upon expiration of the then current Maintenance Term. Fees for additional services not included in Maintenance or expenses incurred will be invoiced monthly at the end of the month in which such services are provided or expenses incurred.

9. Term, Renewal and Termination.

(a) Initial Maintenance Term and Renewal. The initial Maintenance Term shall begin and end on the dates set forth in the applicable order. Upon expiration of the initial Maintenance Term, a new Maintenance Term, for a consecutive twelve (12) month period ("Renewal Term"), shall automatically begin; provided that (i) Precise still offers Maintenance for the Software under the terms of this Agreement at the time of renewal; (ii) Licensee has not given Precise written notice that Licensee declines to renew Maintenance at least thirty (30) days prior to the end of the initial Maintenance Term; and (iii) Licensee pays the then current list price for the Maintenance fee for the Renewal Term. Precise will provide Licensee with written notice of the upcoming expiration date, which shall include notice of any price increase for the upcoming Maintenance Term, if applicable. The failure to renew Maintenance shall not affect Licensee's licenses to the Software. Notwithstanding the above, Precise may terminate Maintenance with reasonable prior written notice if Precise no longer supports the Software. Precise will refund any pre-paid but unused Maintenance Fees in the event Precise so terminates the Maintenance.

(b) Termination of Maintenance and Support. Either party may terminate the Maintenance of the Software upon thirty (30) days written notice to the other party of a material breach by the other party of its obligations set forth in this Agreement, if the breach is not cured within that thirty (30) day period. If Precise terminates Maintenance as a result of Licensee's uncured breach, Precise will retain all Maintenance fees paid. A material breach includes but is not limited to a failure to pay. If Licensee terminates Maintenance and Support as a result of Precise's uncured breach, Precise's sole and exclusive obligation will be to promptly refund that portion of the Maintenance and Support fee actually paid by Licensee that is proportional to the percentage of the Maintenance Term remaining at the time termination is effective. The termination of Maintenance and Support shall not affect Licensee's licenses to the Software.

(c) Reinstatement of Maintenance Services. If Licensee has terminated or elected not to renew Maintenance and Support, Licensee can elect to reinstate Maintenance and Support if Precise still offers Maintenance and Support for the Software and if Licensee pays a fee equal to (i) the Maintenance and Support fees for the period when Licensee did not receive Maintenance and Support and (ii) the Maintenance and Support fee for the current Maintenance Term.

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