VMWARE SERVICE PROVIDER PROGRAM (“VSPP”) INTERNATIONAL AGREEMENT

This VMware Service Provider Program (‘VSPP”) Agreement and the VSPP Partner Guide (collectively the “Agreement”) are entered into as of the Effective Date by and between VMware International Limited (“VMware”) having an office at Parnell House, Barrack Square, Ballincollig, County Cork, Ireland, and VSPP Partner (together the “Parties”). “VSPP Partner” means the type of service provider partner who has been identified on and completed a VMware partner program application and who has clicked ‘Agree’ to this Agreement. “Effective Date” means the date that the VSPP Partner completes the information requested in the VMware Partner application form and clicks “Agree” to the terms of this VSPP Agreement.

1. VSPP DEFINITIONS

1.1 “VSPP Partner” means a hosting service provider partner that is eligible for membership in VSPP and is eligible to use certain VMware software in order to provide a computer-application service that is traded, rented, leased or sold on a Virtual Machine basis to its end customers.

1.2 “VSPP Agreement” means this agreement which sets forth the terms and conditions that govern VSPP Partners’ Membership in the VSPP.

1.3 “VSPP Partner Guide” or “VSPP Guide” means the then current rules of engagement, requirements and benefits for VSPP Membership at varying levels in VSPP as defined by VMware. VSPP Partner agrees to comply with the terms of the VSPP Partner Guide. The VSPP Partner Guide may be modified from time to time by VMware without prior written notice. The VSPP Guide will be made available on the VMware Partner website located at: http://www.vmware.com/partnercentral. VSPP Partner will review the VSPP Guide regularly to understand the then current requirements and benefits for the various Partner Types. If any modification by VMware to the VSPP Partner Guide is unacceptable to VSPP Partner, VSPP Partner’s sole and exclusive remedy shall be to terminate this Agreement within thirty (30) days after such modification.

1.4 “Partner Type” is a category of partner (as defined in the VSPP Guide) which is based upon fulfillment of specified criteria. VMware has categorized the benefits of membership in the VSPP in accordance with the different Partner Types. For the then rules of engagement, requirements and benefits of each Partner Type are contained in the current VSPP Guide. VMware reserves the right to re-level Partner Types in accordance with Section 1.8.

1.5 “Membership” means that a company has applied for and qualified to participate in the VSPP and has completed the VSPP Agreement and is participating, at the applicable Partner Type, in VSPP.

1.6 “Region” is a geographic area as defined by VMware in the VSPP Partner Guide. VMware may provide specific rules of engagement, requirements and benefits for each Region in the VSPP Partner Guide

1.7 “Responsibilities” means the obligations that VSPP Partner shall perform, for their Partner Type, as required in the VSPP Guide and subject to the terms and conditions of this VSPP Agreement.

1.8 “Re-leveling” constitutes a change by VMware in a Partner Type. VMware reserves the right to modify Partner Type criteria and benefits at any time upon 30 days prior written notice to VSPP Partner (“Change Notice Period”). Any changes to Partner Type shall take effect thirty days after the Change Notice Period and VSPP Partner shall be obligated to comply with their modified Responsibilities for their Partner Type. If any Re-leveling is unacceptable to VSPP Partner, VSPP Partner’s sole and exclusive remedy shall be to terminate this VSPP Agreement within thirty (30) days after such change.

1.9 “VSPP Aggregator” means the company authorized to engage with and distribute licenses to the VMware Products to VSPP Partner for hosting purposes.

1.10 “Virtual Machine” means an instance of a Guest Operating System and any application programs installed thereon, in a production, test, or development environment, running on a computing device on which the VMware Products are installed, or suspended to disk or any other storage media accessible by the computing device.

1.11 “Service Terms” means VMware’s standard terms under which VMware provides support and subscription services posted on VMware’s Web site at http://www.vmware.com/files/pdf/support/support_terms_conditions.pdf.

1.12 “VMware Logo(s)” means the VMware’s logo (s) and/or trademarks set forth in the VSPP Partner Guide.

1.13 “VMware Product EULA” means the VMware standard end user license agreement that accompanies each VMware Product, a copy of which is made available on VMware’s web site, along with the EULA modification allowing VSPP Partner to provide Hosted IT Services, which VSPP Partner shall receive directly from VSPP Aggregator. To the extent required by VMware, VSPP Partner agrees to pass down to its end users any additional EULA terms as made available by VMware.

1.14 “VMware Products” means the VMware software products, in object code form only, set forth in the VSPP Partner Guide, and for which the rights under VSPP shall apply.

1.15 “Evaluation Activation Device” means either: (a) a serial number that VSPP Partner uses to activate a VMware Product for a limited period of time solely for the purpose of evaluating a VMware Product, or (b) an activation code that VSPP Partner uses to register on the VMware Web site to obtain a serial number to activate a VMware Product for a limited period of time for solely the purpose of evaluating a VMware Product.

1.16 “Hosted IT Services” means an internet based subscription computing service that allows multiple end users to access: (i) the computing or processing power of systems operated by the VSPP Partner (such as utility or grid computing), and/or (ii) various software applications that are installed and operated on the systems of the VSPP Partner.

2. PARTNER GUIDELINES

2.1 The VSPP Guide and the “VMware Partner Code of Conduct,” as posted and updated from time to time on the VMware “Partner Central” website at http://www.vmware.com/partnercentral (or such other site as may be specified by VMware), are hereby incorporated in full into this Agreement by reference. VSPP Partner shall comply with all VMware policies and processes required under the VSPP, as specified in the Partner Code of Conduct and VSPP Guide, including but not limited to all policies regarding the ethical conduct of business. Updates by VMware to the VSPP Guide or the Partner Code of Conduct shall take effect upon posting on the VMware Partner Central website. If any update the VSPP Guide or the Partner Code of Conduct is unacceptable to VSPP Partner, VSPP Partner’s sole and exclusive remedy shall be to exercise its termination rights hereunder. VMware will regularly review VSPP Guide compliance and will adjust VSPP Partner’s Membership accordingly and as needed during the term.

3. VMWARE PRODUCTS

3.1 Internal Use Licenses and Not for Resale Licenses. Within a reasonable time after the Effective Date, upon request, VMware shall deliver to VSPP Partner the number of internal use licenses (“IUL”) and not-for-resale (“NFR”) licenses for VMware Products specified in the VSPP Guide. VSPP Partner shall use all NFR licenses for VMware Products subject to the terms of the VMware Product EULA accompanying such VMware Products, except as further limited pursuant to this Section 3.1. All NFR licenses may only be used by VSPP Partners during the term of this Agreement solely for product demonstration or training purposes. All IUL licenses may only be used by VSPP Partner during the term of this Agreement solely for internal use and not for hosting or redistribution purposes. Notwithstanding any contrary provisions in the VMware Product EULA, VSPP Partner may not use such NFR licenses for its own information processing or computing or redistribution needs. Upon termination or expiration of this Agreement for any reason, VSPP Partner shall cease using all IUL and NFR licenses provided by VMware hereunder and will return to VMware all copies of the VMware Products (including backup copies) in any and all media, and delete any such copies that are resident in the memory or hard disks of computers owned or controlled by the VSPP Partner.

3.2 Services. Any support and subscription services purchased by VSPP Partners in accordance with the VSPP Guide will be provided by VMware under the Service Terms.

3.3 VSPP Licenses. VSPP Partner shall obtain licenses to rent the VMware Products directly from VSPP Aggregators. The VMware Products may be used by VSPP Partner pursuant to the terms of the VMware Product EULA during the term of this Agreement solely to provide Hosted IT Services.

4. USE OF TRADEMARKS

4.1 Attribution. Subject to the terms and conditions of this Agreement, the VSPP Partner shall have the worldwide, nonexclusive right to use the VMware Logos during the term of this Agreement in marketing, advertising and promotional materials solely for the purpose of publicizing its Membership in the VSPP Program.

4.2 Restrictions

(a) VSPP Partners shall comply with all guidelines provided by VMware in writing concerning the use of the VMware Logos, including without limitation the VMware Trademark Guidelines posted on VMware’s Partner Web site.

(b) Except as set forth in this Section 4, nothing in this Agreement shall grant or shall be deemed to grant to a VSPP Partner any right, title or interest in or to the VMware Logos. All use by a VSPP Partner of VMware Logos (including any goodwill associated therewith) shall inure to the benefit of VMware. At no time during or after the term of this Agreement shall a VSPP Partner challenge or assist others to challenge the VMware Logos or other trademarks of VMware or the registration thereof by VMware, nor shall VSPP Partner attempt to register any trademarks that are confusingly similar to those of VMware. VSPP Partner shall not adopt, use, register, make application or attempt to register any acronym, trademark, trade names or other marketing name of VMware or any confusingly similar mark, uniform resource locator (URL), Internet domain name, or symbol as part of VSPP Partners’ own name or the name of any of its affiliates or the names of any products it markets.

5. FEES AND PAYMENT

5.1 Payment Terms. Unless otherwise stated herein, VSPP Partner shall pay any applicable program fees due hereunder within thirty (30) days after the date of VMware’s invoice for such fees. All payments shall be made in United States dollars. Fees not paid when due shall accrue late charges at a rate of one and a half percent (1.5%) per month, or the maximum rate allowed under law. VMware can, at its sole discretion, agree to waive program fees where appropriate.

5.2 Taxes. All amounts payable by VSPP Partner are payable in full without offset or deduction for taxes (including any withholding tax) or customs duties. In addition, if applicable, VSPP Partner shall be responsible for and shall pay any sales, use, value-added and similar transaction taxes and customs duties paid or payable, however designated, levied, or based on amounts payable by VSPP Partners hereunder.

5.3 Fees. VSPP Partner shall make all payments for the use and rental of VMware Products directly to VSPP Aggregator and shall be solely responsible as a condition of participating in VSPP, for monthly reporting of usage data to the VSPP Aggregator. The responsibility to submit monthly reports for all VMware Products shall commence as of the date VSPP Partner receives a license activation device for that VMware Product from VSPP Aggregator. For the avoidance of doubt, VSPP Partner shall issue the first monthly report to VSPP Aggregator at the end of the calendar month during which the VSPP Partner received the license activation device from the VSPP Aggregator.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and continue in effect for a term of one (1) year, unless sooner terminated in accordance with this Section 6. Thereafter, this Agreement shall renew automatically for successive one-year terms unless either party gives written notice of intent to terminate at least thirty (30) days prior to the expiration of the then-current term. All VSPP rights shall terminate immediately upon expiration or termination of this Agreement.

6.2 Termination for Convenience. Either party may terminate this Agreement for any reason, with or without cause, upon thirty (30) days prior written notice to the other party. If this Agreement is terminated by VMware without cause, then VMware shall refund to the VSPP Partner the pro rata portion of any applicable program fees paid hereunder.

6.3 Effect of Termination. Notwithstanding any expiration or termination of this Agreement, Sections 1, 2, 3, 4.2, 5, 6.3, 7, 8, 9, 10 and 11 shall survive and remain in effect in accordance with their terms. All other rights and licenses granted under this Agreement will cease upon expiration or termination.

7. WARRANTY DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN VMWARE PRODUCT EULAS, VMWARE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO VSPP PARTNERS, THE VSPP PARTNER GUIDE OR ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER. VMWARE SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY , FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY.

8.1 EXCEPT AS SET FORTH IN SECTION 8.2 BELOW, IN NO EVENT SHALL VMWARE BE LIABLE TO A VSPP PARTNER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN NO EVENT SHALL VMWARE’S AGGREGATE LIABILITY TO VSPP PARTNER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY VMWARE FROM VSPP PARTNER UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT.

8.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY; (i) IN NEGLIGENCE IN RESPECT OF DEATH OR PERSONAL INJURY; (ii) FOR FRAUDULENT MISREPRESENTATION OR FRAUDULENT CONCEALMENT; (iii) FOR BREACH OF ANY CONDITION AS TO THE TITLE OR QUIET ENJOYMENT IMPLIED BY SECTION 12 OF SALE OF GOODS ACT 1979 OR SECTION 2 OF SUPPLY OF GOODS AND SERVICES ACT 1982; or (iv) IF THE LIMITATION IS CONTRARY TO ANY APPLICABLE LAW.

9. PROPRIETARY RIGHTS. VMware and its licensors shall own all right, title and interest in and to the VMware Products. VSPP Partners shall not remove or alter any copyright notices or other proprietary rights notices placed on or embedded in the VMware Products by VMware. VSPP Partners will do all things reasonably requested by VMware to protect VMware’s intellectual property rights as those reasonably relate to VSPP Partners use of the VMware Products under the terms of this Agreement, including without limitation copyrights, patent rights, trademarks and trade secrets.

10. CONFIDENTIAL INFORMATION

10.1 Use and Disclosure. All non-public information provided by the other party that (a) is marked as confidential at the time of disclosure, or (b) is unmarked (e.g. orally disclosed) but treated as confidential at the time of disclosure, and is designated as confidential in a written memorandum delivered to the other party by facsimile or first class mail within thirty (30) days of disclosure, summarizing the Confidential Information sufficiently for identification (the “Confidential Information”) constitutes confidential information of the disclosing party. Notwithstanding the foregoing, “Confidential Information” includes, without limitation, VMware customer lists and customer information, the contents of VMware’s Technical Support Knowledgebase, any information regarding future VMware products or services (including, without limitation, VMware product road maps) and the terms and conditions of this Agreement, whether or not such information is marked, identified or summarized in writing as confidential. In addition, any beta or pre-release software provided under this Agreement shall be subject to acceptance of and the terms of an applicable VMware NDA and beta software agreement. Neither party shall disclose any of the other party’s Confidential Information to any third party (other than employees and contractors on a need-to-know basis who are bound in writing by confidentiality obligations, which are no less protective than those contained herein), or otherwise use the other party’s Confidential Information, except as expressly permitted under this Agreement or the VSPP Partner Guide. The provisions of this Section 10.1 do not apply to information that: (a) was rightfully in possession of either party prior to receipt of such Confidential Information from the other party, (b) is or becomes a matter of public knowledge through no fault of the party receiving such Confidential Information hereunder, (c) is rightfully received from a third party without a duty of confidentiality, (d) is independently developed by the other party without breach of any confidentiality obligations, or (e) is disclosed by either party with the other party’s written approval. Each party’s duty to protect Confidential Information in accordance with the provisions of this Section 10.1 expires three (3) years after the date of receipt of the applicable Confidential Information.

10.2 Authorized Disclosure. Notwithstanding the provisions of Section 10.1, each party may disclose the terms of this Agreement (a) in connection with the requirements of an initial public offering or securities filing; (b) in confidence, to accountants, banks, and financing sources and their advisors; (c) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (d) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.

10.3 Injunctive Relief. The Parties agree and acknowledge that money damages may not be an adequate remedy for any breach of this Article 10 and that either party may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for injunctive relief in order to prevent any such breach.

10.4 Customer Information. If a VSPP Partner is eligible under their Partner Type to receive customer information from VMware or VSPP Aggregators, then VSPP Partner shall agree to and comply with the VMware Confidentiality and Use of Customer Information Agreement attached hereto as Exhibit A.

11. GENERAL PROVISIONS

11.1 Export Control. VSPP Partner understands and acknowledges that VMware is subject to regulation by agencies of the United States, including, but not limited to, the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of VMware to provide any technical information or assistance shall be subject in all respects to such laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including without limitation the U.S. Export administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the U.S. Department of Commerce, Bureau of Export Administration. VSPP Partner warrants that it will comply at all times with the U.S. Export Administration Regulations and any other U.S. and foreign laws and regulations governing exports and imports.

11.2 Audit Rights. During the term of this Agreement and for a period of two (2) years from the date of termination or 2 years from the date any payment obligation to VMware ends, whichever is later: (i) VSPP Partner shall maintain complete, clear, and accurate records that demonstrate compliance with the terms and conditions of this Agreement, and (ii) upon reasonable notice not to exceed fifteen (15) days, VMware will be entitled to audit VSPP Partners’ books, records and use of VMware Products and any other VMware materials provided by VMware under this Agreement or the VSPP Partner Guide, to verify compliance with the terms of this Agreement including the compliance with laws stated herein a set forth in Section 11.7 and all VMware policies applicable to partners. VSPP Partners shall promptly pay to VMware or the VSPP Aggregator, as applicable, any underpayments owed to such party as revealed by any such audit, plus any applicable late payment fees. Any such audit will be performed at VMware’s expense during normal business hours, in a manner so as to try not to upset VSPP Partner’s normal business operations and procedures, provided that VSPP Partner shall cooperate fully with VMware and shall promptly reimburse VMware for the cost of such audit if such audit reveals: (a) an underpayment by the VSPP Partner of more than five percent (5%) of the amounts payable by the VSPP Partner to VMware for the period audited (b) any evidence that VSPP Partner has violated laws, Program rules or VMware policies, or (c) any other material breach of this Agreement. In addition to the foregoing, VSPP Partner shall be required to immediately reimburse VMware for any and all improperly obtained Program benefits, incentives or discounts uncovered by an audit or similar investigation.

11.3 VSPP Partner Indemnity. VSPP Partners agree to indemnify and hold VMware harmless from any loss, cost, liability or damage, including attorneys' fees, of VMware arising out of any third party claim, suit, or proceeding (“Action”) brought against VMware based upon: (a) any negligent act or omission by, or willful misconduct of the VSPP Partner, its employees or agents, (b) any omission or inaccuracy in the VSPP Partners’ advertisements and promotional materials that relate to the VMware Products, (c) any representations made by the VSPP Partner relating to the VMware Products, or (d) the VSPP Partners’ performance of services related to the VMware Products.

11.4 Independent Contractors. The relationship of the Parties under this Agreement is that of independent contractors. Neither party will be deemed to be an employee, agent, partner, franchisee or legal representative of the other for any purpose and neither will have any authority to create any obligation or responsibility on behalf of the other.

11.5 Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writ¬ing and must be delivered (a) in person, (b) by first class registered mail, or air mail, as appropriate, posted and fully prepaid to the appropriate address set forth in the preamble to this Agreement, (c) via facsimile, or (d) by reputable overnight courier service to the address set forth in the preamble to this Agreement. Notices will be consi¬dered provided at the earlier of the time of receipt or five (5) business days after being sent.

11.6 Governing Law. This Agreement will be governed by the laws of the State of New York, United States of America, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the New York state and federal courts, and each party hereby consents to the personal jurisdiction thereof.

11.7 Foreign Corrupt Practices Act; Compliance with Law. VSPP Partner has an obligation to comply with all applicable laws and regulations including but not limited to the Foreign Corrupt Practices Act and all US and international anti-bribery laws. As such, neither VSPP nor any of its respective directors, officers, agents or employees have not and agree that they shall not, make any payment or transfer anything of value, offer, promise or give a financial or other advantage or request, agree to receive or accept a financial or other advantage either directly or indirectly for the purpose of seeking, obtaining or retaining business, to any government official (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or any official or employee of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business), any political party or party official, any political candidate or any person or entity whom such Party knows or has reason to believe will give part of the payments or anything of value to any of the previously mentioned categories of people that could result in a violation of the U.S. Foreign Corrupt Practices Act (FCPA), and/or any other law, regulation, order, decree or directive having the force of law and relating to bribery, kick-backs, or similar business practices. VSPP can find further information about the above described anti-bribery obligations under the U.S. FCPA on the U.S. Department of Justice website at: http://www.usdoj.gov/criminal/fraud/fcpa/.

11.8 Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by a VSPP Partner, whether voluntarily or by operation of law, without the prior written consent of VMware. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.

11.9 Waiver and Severability. Any waiver of the provisions of this Agreement must be in writing to be effective. If any provision in this Agreement is found to be invalid or unenforceable to any extent, the remaining terms of this Agreement will continue to be valid and enforceable to the fullest extent permitted by law.

11.10 Entire Agreement. This Agreement (including the Exhibits), the VSPP Partner Guide, the VMware Product EULAs and the Service Terms con¬tain the entire agreement of the Parties with respect to the

subject matter of this Agreement and supersede all previous communications, rep¬¬re¬¬¬sentations, understandings and agreements, either oral or written, between the Parties with respect to said subject matter. To the extent of any conflict between the terms of any VMware Product EULA or the Service Terms and the terms of this Agreement or the VSPP Partner Guide, the terms of this Agreement or the VSPP Partner Guide shall control. To the extent of any conflict between the terms of the VSPP Partner Guide and the terms of this Agreement, the terms of this Agreement shall control. No terms, provisions or conditions of any purchase order, acknowledgement or other busi¬ness form that either party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights, duties or obligations of the Parties under this Agreement. This Agreement may not be amended, except by a writing signed by both Parties.

11.11 Rights of Third Parties. Neither party intends any third party to have the right to receive the benefit of any provision of this Agreement and the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

END OF AGREEMENT

EXHIBIT A

VMWARE CONFIDENTIALITY AND USE OF CUSTOMER INFORMATION

Partner Types eligible to receive leads from VMware or from VMware VSPP Aggregators hereby agree to the following terms:

VMware wishes to disclose, and VSPP Partner recipient wishes to receive, Customer Information of VMware. VSPP Partner recipient expressly agrees to use the Customer Information solely for the purpose of contacting such VMware customers regarding the rental of VMware products and/or the purchase of services. Customer Information is defined as all information provided by or at the direction of VMware about, pertaining to or identifiable to customers of VMware or customers of any VMware affiliate including, but not limited to, name, address, telephone number, email address, and any list or grouping of customers.

VSPP Partner recipient acknowledges that all Customer Information disclosed to VSPP Partner recipient by VMware shall be considered confidential information. VSPP Partner recipient agrees to maintain the

confidence of the Customer Information and to prevent its unauthorized dissemination. VSPP Partner recipient shall not disclose, distribute, sell, share, rent or otherwise transfer any Customer Information to any third party. VSPP Partner recipient shall not use Customer Information for any purpose, except to contact customers regarding the evaluation or rental of VMware products. VSPP Partner recipient shall not retain any Customer Information for any period longer than necessary in connection with permitted use of such Customer Information under this Agreement. VSPP Partner recipient shall comply with all applicable laws and applicable VMware policies relating to privacy.

VSPP Partner recipient shall be permitted to disclose Customer Information only to VSPP Partner recipient’s employees, subcontractors, and consultants having a need to know such information. The VSPP Partner recipient shall instruct all such employees, subcontractors, and consultants as to their obligations under this Agreement, and that they shall be bound by the terms and conditions of this Agreement. VSPP Partner recipient shall be responsible for all of its employees, subcontractors, and consultant’s compliance with the terms of this Agreement. If the law requires disclosure of Customer Information, the VSPP Partner recipient shall notify VMware in writing in advance of such disclosure, and provide VMware with copies of any related information so that it may take appropriate action to protect the Customer Information.

All Customer Information remains the property of VMware and no rights in the Customer Information is granted hereby. All Customer Information is provided “as is” and without any warranty, express, implied, or otherwise, regarding its accuracy. VSPP Partner recipient agrees to return to VMware immediately upon VMware’s written request all Customer Information, including any copies thereof.

VSPP Partner recipient hereby acknowledges that unauthorized disclosure or use of Customer Information could cause irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, VSPP Partner recipient agrees that VMware shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in addition to any other rights and remedies it may have.

END OF EXHIBIT