Codeware Inc.

Software License and End User Agreement

IMPORTANT NOTICE – PLEASE READ:

BY SEPARATE PURCHASE ORDER, INVOICE OR OTHER SIMILAR AGREEMENT (THE “PURCHASE

AGREEMENT”) OR THROUGH AN UPDATE OF THE CODEWARE SOFTWARE, CODEWARE INC., A
TEXAS CORPORATION (“CODEWARE”), HAS AGREED TO LICENSE TO YOU (THE “CLIENT”),
SUBJECT TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AND END USER
AGREEMENT (THE “LICENSE”), CERTAIN PROPRIETARY SOFTWARE PRODUCTS OF CODEWARE,
TOGETHER WITH, AS APPLICABLE, UPDATES THEREOF AND SUPPORT THEREFOR. IF YOU ARE
ENTERING INTO THIS LICENSE ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT
THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES (IF AN ENTERPRISE
NETWORK LICENSE IS PURCHASED) TO THE TERMS AND CONDITIONS SET FORTH HEREIN. IF AN
ENTERPRISE NETWORK LICENSE IS PURCHASED, THE TERM “CLIENT” SHALL REFER BOTH TO
THE ENTITY ENTERING INTO THIS LICENSE AND ITS AFFILIATES. PLEASE READ THIS LICENSE
CAREFULLY BEFORE PURCHASING, INSTALLING OR ACCESSING THE CODEWARE SOFTWARE OR
AN UPDATE THERETO. BY PURCHASING, INSTALLING OR ACCESSING THE CODEWARE SOFTWARE
OR AN UPDATE THERETO, THE CLIENT AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE
AND, TO THE EXTENT APPLICABLE, THE SOFTWARE CLOUD ADDENDUM 1 AND THE DATA IMPORT
ADDENDUM2. IF THE CLIENT DOES NOT AGREE TO THE TERMS OF THIS LICENSE OR, TO THE
EXTENT APPLICABLE, THE SOFTWARE CLOUD ADDENDUM AND THE DATA IMPORT ADDENDUM,
DO NOT PURCHASE, INSTALL OR ACCESS THE CODEWARE SOFTWARE OR THE UPDATE. IF THE
CLIENT DOES NOT AGREE TO THE TERMS OF THIS LICENSE OR, TO THE EXTENT APPLICABLE, THE
SOFTWARE CLOUD ADDENDUM AND THE DATA IMPORT ADDENDUM, IT MAY (I) RETURN THE
CODEWARE SOFTWARE, TOGETHER WITH RELATED SECURITY KEYS OR DEVICES, TO THE PLACE
WHERE THE CLIENT OBTAINED IT FOR A REFUND 3 OR (II) IF THE CODEWARE SOFTWARE WAS
ACCESSED ELECTRONICALLY, CLICK “I DO NOT ACCEPT THE TERMS IN THE LICENSE
AGREEMENT.”

1. General. The software, documentation and any other proprietary product of

Codeware described in the Purchase Agreement, whether on disk, in read only memory, on any
other media or in any other form (collectively the “Codeware Software”) are licensed, not sold, to
the Client by Codeware for use only under the terms of this License, and Codeware reserves all
rights not expressly granted to the Client. The rights granted herein are limited to Codeware’s
intellectual property rights in the Codeware Software and do not include any other patents or
intellectual property rights. Further, the Client agrees that the source code for the Codeware
Software is not licensed herein other than in the compiled form incidental to the use of the
Codeware Software. If provided, the Client owns the media on which the Codeware Software is
recorded but Codeware retains ownership of the Codeware Software itself. The terms of this
License will govern any software updates and add-on options provided by Codeware that replace

1
https://www.codeware.com/cloud-addendum
2
https://www.codeware.com/data-import-addendum
3
Review section 10 titled “Termination” for terms regarding refunds.
and/or supplement the original Codeware Software product, unless such updates or add-on options
are accompanied by a separate license in which case the terms of that license will govern. The
Client agrees that the Codeware Software is not intended to replace qualified designers and
engineers. For further information regarding the Client’s responsibility for technical assumptions
inherent in computer software, the Client shall be required to refer to, and hereby agrees to be
bound by, the provisions of the ASME Boiler and Pressure Vessel Code including, without
limitation, Section VIII, Division 1, Foreword, Section VIII, Division 2, Foreword and Section IX,
Foreword.

2. Permitted License Uses and Restrictions. This License allows the Client,
through the Users (as defined below), on a nonexclusive and nontransferable basis, and subject to
termination or revocation (as described below), to install and/or use the Codeware Software.

(a) On-Premise License. If the Purchase Agreement grants the Client a license to
install the Codeware Software (an “On-Premise License”) on the Client’s
Authorized Computers (as defined below), any User may use the Codeware
Software, the Codeware Software may be installed on multiple Authorized
Computers and the Codeware Software may be made available over a network
where it could be accessed by multiple Users; provided, however, regardless of
version type of the Client’s License (i.e., network or enterprise network), the
Codeware Software may only be used at any one time by a given number of Users
not to exceed the number of licenses shown in the Client’s Purchase Agreement.
Unless the Purchase Agreement explicitly provides for the Client to be granted an
enterprise network version of the License, the Client may not use or make available
the Codeware Software to Users employed by an affiliate or to Users in any country
other than the country shown in the Client’s Purchase Agreement. If the Purchase
Agreement provides for the Client to be granted an enterprise network version of
the License, the Client may (i) make the Codeware Software available over a
network where it can be accessed by multiple Users including by Users employed
by an Affiliate, and (ii) make the Codeware Software available to Client’s or
Affiliate’s Users in multiple countries (subject to the export restrictions set forth in
Section 15). The Client may make one copy of the Codeware Software in machine-
readable form for backup purposes only; provided that the backup copy must
include all copyright or other proprietary notices contained on the original.

(b) Cloud License. If the Purchase Agreement grants the Client a license to access the
Codeware Software online (a “Cloud License”), a set of unique login credentials
will be provided for each User, to be designated by the Client, up to the number of
allowed Users stipulated in the Purchase Agreement. The Codeware Software
online may only be used at any one time by a given number of Users not to exceed
the number of Users shown in the Client’s Purchase Agreement. By accessing the
Codeware Software online pursuant to a Cloud License, the Client agrees to be
bound by the terms of the Software Cloud Addendum.

(c) Certain Restrictions. The Client may not (and will not permit a User to) (i)
transfer, assign, sell, rent, lease, lend or sublicense the Codeware Software, or any

(Rev. 07-01-19) 2
 portion thereof, to any third party except as set forth in Section 8 of this License,
(ii) use the Codeware Software, or any portion thereof, for service bureau or time-
sharing purposes, or (iii) except to an Affiliate in conjunction with an enterprise
network version of the License, otherwise make the Codeware Software, or any
portion thereof, available to any third party.

(d) Direct Competitors. Direct competitors of Codeware may not access the Codeware
Software and Support and Update Services, except with prior written consent of a
Codeware officer. Direct competitors may not access the Codeware Software and
Support and Update Services for the purposes of monitoring their availability,
performance or functionality or for any other benchmarking or competitive
purposes.

(e) Defined Terms.

i. The term “User” shall refer to the individual authorized users of the Codeware
Software. All Users must be (i) employees or (ii) contractors or agents, of the
Client. At any time upon request from Codeware, the Client shall identify all Users
and provide such demographic information about each such User as Codeware may
request.

ii. The term “Affiliate” with respect to the Client shall refer to (i) any legal entity
owned 51% or more (whether through stock, limited liability company membership
interests, limited partnership interests, partnership interests, or similar ownership
interests) by the Client, (ii) any legal entity that owns 51% or more of the ownership
interests in the Client (whether through stock, limited liability company
membership interests, limited partnership interests, partnership interests, or similar
ownership interests) (such an entity being referred to as a “Parent Company”), and
(iii) any legal entity that is owned 51% or more (whether through stock, limited
liability company membership interests, limited partnership interests, partnership
interests, or similar ownership interests) by the Parent Company (to the extent one
exists).

iii. The term “Authorized Computer” shall refer to computers owned by the Client or
Affiliate, if applicable, and used by a User.

3. Ownership of Intellectual Property. The Client acknowledges and agrees that

the Codeware Software and the programming code incorporated therein, including any updates,
improvements or enhancements thereto or derivatives thereof, and any copyrights, patents,
trademarks, service marks or trade names related thereto, are either (a) owned exclusively by
Codeware, or (b) are licensed by Codeware for use in connection with the Codeware Software,
and, in either circumstance, shall remain the exclusive property of Codeware or, as applicable, the
third party licensor thereof, during the term of this License and thereafter. Codeware shall have a
royalty free, worldwide, fully transferable, sub-licensable, irrevocable, perpetual license to use or
incorporate in the Codeware Software or any other Codeware products or services any suggestions,
enhancement requests, recommendations or other feedback provided by Client or any User. The

(Rev. 07-01-19) 3
incorporation of any such suggestion, enhancement request, recommendation or other feedback
into the Codeware Software or any other Codeware product or service shall in no way result in the
Client or User obtaining an ownership or other interest (of any sort or variety) in the Codeware
Software or the applicable Codeware product or service.

4. Protection of Intellectual Property. Throughout the term of this License and at

all times thereafter, except as and only to the extent expressly permitted in this License or by
applicable law, the Client may not, and the Client may not permit others to, (a) copy, decompile,
reverse engineer, disassemble, modify, or create derivative works of the Codeware Software or
any part thereof, (b) remove, alter or obscure any confidentiality or proprietary rights notices
within the Codeware Software or any part thereof, (c) work around any technical limitations in the
Codeware Software or use components of the Codeware Software to run applications not running
on the Codeware Software, (d) alter, modify or adapt the Codeware Software or any part thereof,
or (e) provide framed or deep linked access to the Codeware Software. WARNING: THE
UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF COPYRIGHTED WORK, SUCH AS THE
CODEWARE SOFTWARE, IS ILLEGAL. CRIMINAL COPYRIGHT INFRINGEMENT, INCLUDING
INFRINGEMENT WITHOUT MONETARY GAIN, IS INVESTIGATED BY THE FBI AND IS PUNISHABLE BY UP
TO FIVE (5) YEARS IN FEDERAL PRISON AND A FINE OF $250,000.

5. Support and Update Service. The License acquired pursuant to the Purchase
Agreement includes Codeware’s standard Codeware Software support and update services
(“SUS”) for the period described in the Purchase Agreement. Codeware maintains in effect a
separate Support and Update Service Agreement 4 (the “SUS Agreement”), as amended from time
to time, which governs Codeware’s provision of SUS, and by subscribing for and/or renewing
SUS, the Client agrees to be bound by the SUS Agreement as in effect from time to time. SUS
may be extended thereafter upon payment of Codeware’s renewal fee (the “SUS Renewal Fee”)
in effect from time to time. 5 The Client acknowledges and agrees that access to SUS will not be
available if the applicable SUS Renewal Fee is not paid when due. The Client acknowledges and
agrees that access to certain features and add-on options within the Codeware Software is only
available so long as the Client maintains current SUS in effect.

6. Transaction Classification. The terms of this License provide the Client with a
right to use the copyright protected Codeware Software, without transfer of any rights of ownership
in the copyright itself. In addition, the provision of SUS pursuant to the SUS Agreement is
performed by Codeware personnel located entirely in the United States. As such, the transaction
as detailed in the Purchase Agreement is treated as a sale of a copyrighted article or payment for
service and NOT a royalty. Furthermore, the payment received by Codeware for the purchase is
not intended to have the characteristics of a royalty as the payment is not contingent upon the
productivity, use or rights of the Codeware Software or SUS. This characterization of the payment
is consistent with the findings of the OECD Model Treaty, the U.N. Model Treaty and the U.S.
Model Treaty. As such, the purchase payment should generally not be subject to any royalty
withholding taxes.

4
https://www.codeware.com/support-and-update-service-agreement
5
If the License acquired pursuant to the Purchase Agreement is a subscription to the Codeware Software for a
specified term, payment of the SUS Renewal Fee can only be made through payment of the corresponding License
subscription fee.

(Rev. 07-01-19) 4
All payments under this License are generally payable in full without reduction or the withholding
of any taxes. To the extent that the Client’s interpretation of its local domestic tax laws varies
from the above and it is determined that the Client is required to withhold taxes, the gross amount
of the payment shall be increased so that the net amount paid to Codeware is equal to the amount
specified in the original Purchase Agreement without reduction. However, to the extent that the
Client’s interpretation of its local laws provides that the Client is not permitted to increase or “gross
up” the payment to Codeware, the Client will not be required to make an increased payment. In
any event, the Client shall deliver to Codeware all relevant deduction certificates and receipts from
government authorities for all such taxes withheld. The Client shall also provide Codeware with
a written statement from a qualified tax advisor as to the legal basis, including citation of applicable
income tax treaties, for all such taxes withheld, in addition to any other information or records
requested.

The Client is responsible for and shall indemnify and hold Codeware harmless against any
penalties, interest and expenses incurred as a result of the Client’s failure to withhold and timely
remit such taxes.

7. Transfer of Title. Title to the right to use the Codeware Software will pass to the
Client at its place of business. This applies to both physical and electronic delivery of the Codeware
Software. Risk of loss will stay with Codeware until the Codeware Software arrives at the Client’s
destination, notwithstanding the Client’s responsibility to clear the Codeware Software through
any customs or import offices in its country and its responsibility to pay any associated fees for
this process.

8. License Transfer. The Client may not (and will not permit a User to) transfer,
assign, sell, rent, lease, lend or sublicense the Codeware Software (i) without the advance written
consent of Codeware, which consent may be withheld at Codeware’s sole discretion, and (ii) unless
the Client has an active SUS Agreement in effect. Furthermore, any assignment, sublicense or
other transfer of the License approved hereunder shall be subject to (a) the Client’s payment to
Codeware of any license transfer fee then in effect as determined by Codeware, and (b) the
agreement of any assignee, sublicensee or other transferee to be bound by the terms and conditions
of this License and, to the extent applicable, the SUS Agreement, the Software Cloud Addendum
and the Data Import Addendum.

9. Term. This License is effective as of the date on which, as applicable, the Client
receives the Codeware Software, installs the Codeware Software on an Authorized Computer or
receives the login credentials to the Codeware Software and, unless otherwise terminated pursuant
to Section 10, shall continue in perpetuity or for the term specified in the Purchase Agreement,
whichever is shorter. Notwithstanding the foregoing, the Client acknowledges and agrees that
access to certain features and add-on options within the Codeware Software is only available so
long as Client’s SUS Agreement as referenced in Section 5 hereof remains in effect.

10. Termination. Codeware may terminate this License immediately and without
notice if (a) the Client fails to pay any amount to which Codeware is entitled under this License or
under the Purchase Agreement when due and such failure is not cured within fifteen (15) days
from Codeware’s written notification to the Client of such failure, (b) the Client fails to perform

(Rev. 07-01-19) 5
or otherwise breaches any material obligation (other than a payment obligation) set forth in this
License or in the Purchase Agreement and such failure is not cured within fifteen (15) days from
Codeware’s written notification to the Client of such failure or breach, or (c) if the Client breaches
the Direct Competitor provisions of Section 2d, Protection of Intellectual Property provisions of
Section 4, Export Restriction provisions of Section 15 or Confidentiality provisions of Section 19
of this License.

The Client may terminate the License at any time, without cause, with thirty (30) days
advance written notice to Codeware. If the Client provides notice to Codeware of the termination
of the License on or before the thirtieth (30th) day after the Client’s receipt of the Codeware
Software or login credentials to the Codeware Software (such a termination being a “30 Day
Cancellation”), then Codeware shall refund to the Client all license fees and SUS fees actually
paid to Codeware by the Client related to this License. No refund of any fees shall be issued if the
Client provides notice of termination at any point after the thirtieth (30th) day following the Client’s
receipt of the Codeware Software or login credentials to the Codeware Software.

Upon the termination or expiration of this License, whether by Codeware or the Client, the
Client shall (i) immediately pay to Codeware all accrued but unpaid fees or other charges under
the Purchase Agreement (unless the License is terminated as a result of a 30 Day Cancellation),
(ii) cease all use of the Codeware Software, (iii) return to Codeware all Security Keys in the
Client’s possession or control, (iv) either destroy or return to Codeware all copies, full or partial,
of the Codeware Software, and (v) either erase or destroy any of the Codeware Software contained
in computer memory or data storage apparatus. Further, upon termination of this License,
Codeware reserves the right to remotely or otherwise deactivate or disable the Codeware Software.

11. Limited Warranty and Indemnification of Ownership. Codeware warrants that

it is the owner of the Codeware Software and of each and every component thereof, or the recipient
of a valid license thereto. Codeware will defend, indemnify and hold the Client harmless from
and against any liability that may arise in connection with any third-party claim that the Codeware
Software violates or infringes upon any intellectual property right of a third party; provided,
however, that Codeware will have no obligation hereunder for any claim arising as a result of the
Client’s (a) modification of the Codeware Software not authorized in writing in advance by
Codeware, (b) use of a version of the Codeware Software other than the latest version, but only if
use of the latest version would avoid the infringement, or (c) use of the Codeware Software in a
manner not specifically permitted by this License and, to the extent applicable, the Software Cloud
Addendum. In the event of a breach of the warranty set forth in this Section 11, as the Client’s
exclusive remedy under this Section, Codeware may, at its option, (a) secure for the Client the
right to continue using the Codeware Software, (b) replace or modify the Codeware Software to
make it non-infringing, provided such modification or replacement will not materially degrade any
functionality of the Codeware Software, or (c) refund the amount paid by the Client to Codeware
in exchange for the Codeware Software under the terms of the most recent Purchase Agreement.
The provisions of this Section shall survive the termination or expiration of this License.

12. Limited Warranty for Security Key and Media. If the Purchase Agreement
grants the Client an On-Premise License, Codeware warrants the Security Key, as defined below
in Section 16, and the media on which the Codeware Software is recorded and delivered by

(Rev. 07-01-19) 6
Codeware to be free from defects in materials and workmanship under normal use for a period of
ninety (90) days from the date of original retail purchase. The following sentence states the
Client’s sole remedy and Codeware’s entire liability for breach of the warranty set forth in this
Section 12. The Client’s exclusive remedy under this Section shall be, at Codeware's option, (a)
in the case of an allegedly defective Security Key, the replacement thereof by Codeware at no
additional charge to the Client only upon the Client’s return to Codeware of the allegedly defective
Security Key, and (b) in the case of allegedly defective media, the replacement of the allegedly
defective CD or other applicable media at no additional charge to the Client only upon its return
to Codeware of the allegedly defective CD or other applicable media. THIS LIMITED
WARRANTY AND ANY IMPLIED WARRANTIES ON THE SECURITY KEY AND MEDIA
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A
PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM
THE DATE OF ORIGINAL RETAIL PURCHASE. THE LIMITED WARRANTIES SET
FORTH IN SECTIONS 11 AND 12 ARE THE ONLY WARRANTIES MADE TO THE CLIENT
AND ARE PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY
ANY DOCUMENTATION OR PACKAGING. NOTWITHSTANDING THE FOREGOING,
ALL WARRANTIES SHALL BE NULL AND VOID IF THE CLIENT HAS ENGAGED IN, OR
HAS ATTEMPTED TO ENGAGE IN, ANY OF THE ACTIVITIES DESCRIBED IN SECTION
4(a), (b), (c), (d) or (e) ABOVE. The provisions of this Section shall survive the termination or
expiration of this License.

13. Disclaimer of Warranties. THE CLIENT EXPRESSLY ACKNOWLEDGES

AND AGREES THAT USE OF THE CODEWARE SOFTWARE IS AT ITS SOLE RISK AND
THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,
ACCURACY AND EFFORT IS WITH THE CLIENT. EXCEPT FOR THE LIMITED
WARRANTIES SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE CODEWARE SOFTWARE IS PROVIDED "AS IS", WITH ALL
DEFECTS AND WITHOUT WARRANTY OF ANY KIND, AND CODEWARE AND
CODEWARE'S LICENSORS (COLLECTIVELY REFERRED TO AS "CODEWARE" FOR
THE PURPOSES OF SECTIONS 11, 12, 13 AND 14) HEREBY DISCLAIM ALL
WARRANTIES AND CONDITIONS WITH RESPECT TO THE CODEWARE SOFTWARE,
EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF
SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF
ACCURACY, AND OF QUIET ENJOYMENT. CODEWARE DOES NOT WARRANT
AGAINST INTERFERENCE WITH THE CLIENT’S ENJOYMENT OF THE CODEWARE
SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE CODEWARE SOFTWARE
WILL MEET THE CLIENT’S REQUIREMENTS, THAT THE OPERATION OF THE
CODEWARE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT
DEFECTS IN THE CODEWARE SOFTWARE WILL BE CORRECTED. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY CODEWARE OR A CODEWARE
AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE
CODEWARE SOFTWARE PROVE DEFECTIVE, THE CLIENT ASSUMES THE ENTIRE
COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. The provisions of
this Section shall survive the termination or expiration of this License.

(Rev. 07-01-19) 7
 14. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN
NO EVENT SHALL CODEWARE BE LIABLE FOR PERSONAL INJURY, OR ANY
INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF
DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR
LOSSES, ARISING OUT OF OR RELATED TO THE CLIENT’S USE OF OR INABILITY TO
USE THE CODEWARE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE
THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF
CODEWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no
event shall Codeware's total liability to the Client for all damages exceed the amount paid by the
Client to Codeware in exchange for the Codeware Software under the terms of the most recent
Purchase Agreement. The foregoing limitations will apply even if the above stated remedy fails of
its essential purpose. FURTHER, CODEWARE SHALL HAVE NO LIABILITY TO THE
CLIENT IF IT HAS ENGAGED IN, OR HAS ATTEMPTED TO ENGAGE IN, ANY OF THE
ACTIVITIES DESCRIBED IN SECTION 4(a), (b), (c), (d) or (e) ABOVE. The provisions of
this Section shall survive the termination or expiration of this License. The limitations in this
Section 14 shall not apply to indemnity or defense in Section 11.

15. Export Restrictions. The Client acknowledges that the Codeware Software is
subject to U.S. Export controls, including the Export Administration Regulations. The Client may
not use or otherwise export or re-export the Codeware Software except as authorized by United
States law and the laws of the jurisdiction in which the Codeware Software was obtained. In
particular, but without limitation, the Codeware Software may not be directly or indirectly
exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries or
any countries that are otherwise subject to U.S. export restrictions, (b) to anyone on the U.S.
Treasury Department's list of Specially Designated Nationals or the U.S. Department of
Commerce’s Denied Persons List or Entity List, (c) to anyone who has been prohibited from
participating in any U.S. export transaction by any federal agency of the U.S. Government, (d) to
anyone who violates the Antiboycott Laws under the Export Administration Act, or (e) to anyone
who the Client knows or has reason to know may utilize the Codeware Software in the design,
development or production of nuclear, chemical or biological weapons. By using the Codeware
Software, the Client represents and warrants that it is not located in, under control of, or a national
or resident of any such country or on any such list. The provisions of this Section shall survive
the termination or expiration of this License.

16. Risk of Loss. If the Purchase Agreement grants the Client an On-Premise License,
the Client acknowledges that the Codeware Software will operate only with the use of a software
or hardware-based protection key (the “Security Key”) that has been delivered to the Client
contemporaneously with its License of the Codeware Software pursuant to the terms of the
Purchase Agreement. Safeguarding the Security Key is the Client’s exclusive responsibility and
the Client assumes and bears full responsibility for and the risk of loss, theft, damage or destruction
of the Security Key. In the event of any such loss, theft, damage or destruction, Codeware will
provide the Client with a replacement Security Key upon the payment to Codeware of a
replacement fee in the amount in effect from time to time as determined by Codeware in its
reasonable discretion, provided the Client’s SUS Agreement as referenced in Section 5 is in effect.

(Rev. 07-01-19) 8
 17. Conflicting Terms. To the extent that the terms and conditions of this License
conflict with any terms or conditions of the Purchase Agreement, then the terms and conditions of
this License shall control except as specifically set forth in this License.

18. Audit Rights. Upon ten (10) days prior notice, for purposes of confirming
compliance with this License, Codeware, its agents and representatives shall have the right at any
time during normal business hours to inspect the Codeware Software and the Client’s uses thereof
and, for that purpose, to have access, both physical access and/or remote electronic access, to the
location at which the Client uses or has installed the Codeware Software. Audits shall be
conducted no more than once per year unless a breach of the License is discovered during the
audit. The Client will have thirty (30) days to cure the breach, and Codeware may schedule an
additional audit to confirm Client’s compliance with the License. The rights granted to Codeware
hereunder shall survive the termination of this License and shall continue in effect so long as (i)
the Codeware Software or any component thereof is installed on one of the Client’s computers, or
(ii) the Client continues to possess any Security Key or any media containing the Codeware
Software. At the Client’s request, any auditor shall sign Client’s standard confidentiality
agreement.

19. Confidentiality. For purposes hereof the term “Confidential Information” includes
all information and materials disclosed by a party (“Disclosing Party”) to the other party
(“Receiving Party”) which: (a) if in written form is marked as confidential, or (b) if disclosed
verbally is noted as confidential at the time of disclosure, or (c) in the absence of either (a) or (b)
is information which a reasonable party would deem to be non-public information and confidential.
However, Confidential Information does not include any information that (i) is or becomes
generally known to the public without breach of any obligation owed to the Disclosing Party, (ii)
was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of
any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of
any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving
Party. The Receiving Party will use the same degree of care that it uses to protect the confidentiality
of its own confidential information of like kind, but not less than reasonable care.

During the term of this License and for a period of three (3) years after the termination of
this License, the parties agree to hold in confidence all Confidential Information with respect to
the business of the parties, their subsidiaries, affiliates and customers and not to disclose, publish
or make use of the same other than in connection with performing this License without the prior
written consent of the Disclosing Party or unless required by law. All Confidential Information
and any documents incorporating any such Confidential Information shall be returned to the
Disclosing Party upon request.

20. Controlling Law and Severability. This License will be governed by and
construed in accordance with the laws of the State of Texas, as applied to agreements entered into
and to be performed entirely within Texas between Texas residents. This License shall not be
governed by the United Nations Convention on Contracts for the International Sale of Goods, the
application of which is expressly excluded. If for any reason a court of competent jurisdiction finds
any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue
in full force and effect.

(Rev. 07-01-19) 9
 21. Remedies; Waiver. All rights and remedies of Codeware hereunder, under the
Purchase Agreement, the SUS Agreement, the Software Cloud Addendum, the Data Import
Addendum or granted by any other agreement, instrument or by statute, rule, regulation or other
operation of law, shall be cumulative and may be exercised singularly, alternatively, successively
or concurrently at such time or at such times as Codeware deems expedient. Codeware shall not
be deemed to have waived any of such rights or remedies unless such waiver shall be in writing
and signed by Codeware. No delay or omission on the part of Codeware in exercising any such
right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A
waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on
any future occasion.

22. Complete Agreement; Governing Language. This License and, to the extent
applicable, the SUS Agreement, the Software Cloud Addendum and the Data Import Addendum
constitute the entire agreement between the parties with respect to the use of the Codeware
Software licensed hereunder and supersedes all prior or contemporaneous understandings
regarding such subject matter. No amendment to or modification of this License, the SUS
Agreement, the Software Cloud Addendum or the Data Import Addendum will be binding unless
in writing and signed by a Codeware officer. Any translation of this License, the SUS Agreement,
the Software Cloud Addendum or the Data Import Addendum is done for local requirements and
in the event of a dispute between the English and any non-English versions, the English version of
this License shall govern.

23. Notices. All notices required under this License shall be given in writing and shall
be delivered either by hand, by air courier, fees pre-paid by sender, electronically or by facsimile
(with confirmation copy sent by certified mail) addressed to the receiving party at (i) Codeware’s
primary business address at 6530 Sawyer Loop Rd, Sarasota, Florida 34238, United States, or (ii)
the Client’s primary address appearing within the Purchase Agreement, or at such other address as
may be designated from time to time. Any such notice shall be deemed delivered upon the earlier
of actual receipt or three (3) days after deposit of such notice. Notice also may be sent to Codeware
by electronic mail to sus@codeware.com.

24. Publicity and Trademarks. Unless specifically prohibited in writing by the

Client, Codeware may reasonably use the Client’s name and logo and may reference the Client in
media, marketing materials and publications, including without limitation using the Client’s name
and/or logo in a list of clients. Codeware shall not acquire any right, title, or interest in or to the
use of any name, trademarks, service mark or symbol now or hereafter owned or used by Client or
any of its affiliates, or any variation of any of them. All use of such names, marks, and symbols
by Codeware shall inure to the benefit of Client, and Codeware agrees that it will not apply
anywhere or at any time for registration as owner of any such names, marks, or symbols.

(Rev. 07-01-19) 10