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Nautilus ECM Software – Additional Terms

1. Software License. If purchased by Client, 51�Թ������ճԹ� grants to Client a license to use the Nautilus ECM Software (“Nautilus Software”), subject to the terms of the Agreement, the Nautilus Software documentation, and any additional limitations set forth below. The initial license will include Client’s selected modules, as described in the Nautilus Software documentation. Client may choose to purchase additional modules of the Software, subject to Client’s agreement to the applicable license terms.

2. Professional Services. In exchange for Client’s payment of the professional services fees set forth in the applicable fee exhibit, 51�Թ������ճԹ� shall provide standard implementation services.

3. Nautilus On-Demand Training.

(a) In exchange for Client’s payment of the corresponding Nautilus on-demand training fees, 51�Թ������ճԹ� shall provide a subscription for the following services (“On-Demand Training”).

Description

On-Demand Training is self-paced training using a catalog of recorded Nautilus Software training modules covering a wide variety of subjects. Note: Training can typically be available 24/7, subject to routine maintenance.

4. Additional Terms

(a) Client shall use the Nautilus Software at the location designated in the Agreement or otherwise agreed by the parties.

(b) Client has and will continue to license (or purchase, at Client’s option) all third party software and third party equipment required for operation of the Nautilus Software as recommended by 51�Թ������ճԹ�. Client will also comply with all server configurations as set forth below. 51�Թ������ճԹ� will not be responsible for any delays or diminished operability of the Nautilus Software for any issues arising from such third party software or computer system or its operation on or in connection with any Client systems or from any alterations in Client’s server environment that do not comply with the server recommendations.

(c) Client agrees that the functioning of Nautilus Software relies on certain components and functionalities provided by 51�Թ������ճԹ�’s applicable third party licensors and other providers (“Third Party Providers”). If 51�Թ������ճԹ�’s agreement with any such Third Party Provider terminates, 51�Թ������ճԹ� may terminate the license to the Nautilus Software or the applicable portions thereof which rely on the applicable Third Party Provider’s component(s) upon written notice to Client; provided, however, that 51�Թ������ճԹ� will notify Client of any such termination as soon as commercially practicable, and 51�Թ������ճԹ� will attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable.

5. Professional Services Guidelines

(a) Following the execution of an amendment or statement of work for professional Services, 51�Թ������ճԹ� may at its options provide a project plan for the implementation of the professional Services (“Project Plan”). The parties will work together to in good faith for completion of the professional Services. Any dates for performance in the Project Plan are dependent upon the timely performance by each party of its assigned tasks. 51�Թ������ճԹ� will use commercially reasonable efforts to meet the dates set forth in the Project Plan. Modifications and changes to the Project Plan will follow 51�Թ������ճԹ�’s project change control process. The professional Services will be deemed completed upon implementation of the Nautilus Software.

(b) Client Responsibilities. Client will:

(i) Identify and schedule key Client project team members to participate in the creation and execution of the Project Plan and professional Services.

(ii) Assign a Client designated project manager or alternate point of contact to:

A. Serve as the interface between the 51�Թ������ճԹ� and Client’s personnel.

B. Select, obtain and/or schedule Client personnel, resources, information, data, and functional end users.

C. Obtain Client decisions from Client decision makers; and

D. Perform Project change control activities.

(iii) Implement required changes to current operations and procedures per the Project Plan.

(iv) Provide user test plan (“UT”), a pilot plan (“PP”) and user acceptance testing (“UAT”) as needed.

(v) Initiate UT, PP, UAT as needed.

(c) Key Assumptions.

(i) The professional Services and fees are based upon the following key assumptions (“Key Assumptions”).

A. The project will continue uninterrupted from start to finish with no unreasonable interruption. Any unreasonable project interruption may require use of the Project change control procedures.

B. If hours cause the existing estimate of effort to be exceeded, additional hours may be requested via the Project change control procedures.

C. Client’s personnel required to participate in the project shall include personnel knowledgeable in the Client’s systems and operations.

D. The end users who will use the results of the professional Services will be actively involved throughout the project to facilitate knowledge transfer.

E. Client will implement all reasonable data, workflow and procedure changes required for successful completion of the Project Plan.

F. 51�Թ������ճԹ� support, assistance and training may be performed remotely and/or onsite as required.

G. Client will provide remote access to Client’s environment. Access requirements will be discussed and agreed upon during creation of the Project Plan.

H. A workday is equivalent to an 8 hour business day, Monday through Friday excluding 51�Թ������ճԹ� observed holidays.

(ii) Delays or failures caused by a change in or invalidity of any Key Assumptions or by Client’s failure to fulfill its responsibilities may result in 51�Թ������ճԹ�’s release from its obligations of performance, additional hours, or schedule for the remaining work. All changes will be addressed via 51�Թ������ճԹ�’s change control procedures.

(iii) Any modifications, changes, enhancements, conversions, upgrades, or additions to the agreed upon in a Project Plan, statement of work or other professional Services beyond those stated in such document shall be documented in accordance with the PCR process below.

(iv) Any request for changes must be submitted by the relevant party using a project change request (“PCR”). The PCR must describe the change, the rationale for the change, and the effect of the change.

(v) The 51�Թ������ճԹ� and Client project managers will review the PCR and approve it for further investigation or reject it. 51�Թ������ճԹ� will specify any charges for such investigation. The investigation will determine the effect that the implementation of the PCR will have on price, schedule and other terms and conditions of the Agreement.

(vi) If the investigation is authorized, the project managers will sign the PCR which will constitute approval for the investigation charges.

(vii) A written change authorization agreement must be approved by Client’s executive sponsor and signed by both parties to authorize implementation of the investigated changes.

6. Computer System

Client is responsible for obtaining, at its own expense, software licenses and third party hardware, or equivalent, required for use of the Nautilus Software. 51�Թ������ճԹ� shall not be responsible for the provision of any maintenance or repairs related to Client’s computer systems and its required software and hardware.