World Procurement USA, LLC

World Procurement USA, LLC.Version 3.2_OcalaFL Page 1 of 29

4730 South Fort Apache Rd. • Suite 300 • Las Vegas, NV 89147 • 800-890-0391

END USER LICENSE AGREEMENT

BY ACCESSING OR USING ANY SOFTWARE OR SITE OFFERED BY WORLD PROCUREMENT USA, LLC(“LICENSOR”), CUSTOMER (“LICENSEE”) AGREES TO THE TERMS OF THIS AGREEMENT. IF LICENSEE ISACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGALENTITY, LICENSEE REPRESENTS AND WARRANTS THAT LICENSEE HAS FULL AUTHORITY TO BIND THATPERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.

IF LICENSEE DOES NOT AGREE TO THESE TERMS: DO NOT ACCESS OR USE ANY SOFTWARE OR SITEOFFERED BY LICENSOR.

RECITALS

A. LICENSOR is a leading provider of electronic commerce products and services.

B. LICENSOR is the owner of, or has acquired rights to, the Software and Documentation (as defined below).

C. LICENSOR desires to grant to LICENSEE and LICENSEE desires to obtain from LICENSOR a nonexclusivelicense to use the Site, Software and Documentation solely in accordance with the terms and on the conditions setforth in this Agreement.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, theParties hereby agree as follows:

1. DEFINITIONS.1.01 “Derivative Products” shall mean computer programs in machine readable object code or source code formdeveloped or otherwise acquired by Licensee which are a modification of, enhancement to, derived from or basedupon Software.

1.02 “Designated Equipment” shall mean the hardware products used in connection with the Site with which theSoftware is licensed for use.

1.03 “Documentation” shall mean all manuals, user documentation, and other related materials pertaining to theSoftware which are furnished to Licensee by Licensor in connection with the Software.

1.04 “Site” shall mean LICENSOR’s Internet based sourcing and procurement-through-to-payment solutions,through various web site domains including but not limited to K12Buy.com, ProcurementRx.com,StandardProcurement.com, ProcureMart.com, ProRFx.com, and World Procurement® Vendor Portal along withcertain proprietary software (collectively, the “SITE”).

1.05 “Licensee” shall mean End Users that have been granted by the LICENSOR the right, under certainconditions, to use the SITE.

1.06 “Licensor” shall mean World Procurement USA, LLC.



1.07 “End Users” shall mean full and part time employees, suppliers, and students (including faculty, staff, affiliatedresearchers and independent contractors) of Licensee and the institution of which it is a part, regardless of thephysical location of such persons.

1.08 “License Fee” shall mean the amount of money to be paid by Licensee to Licensor for use of the Software inaccordance with the License.

1.10 “Vendor Registration Fee” shall mean the amount of money to be paid by a vendor in order to register to usethe SITE. See Exhibit C – Vendor Fees.

1.11 “Vendor Transaction Fee” shall mean the amount of money, by percent of order value, to be paid by a vendorto Licensor. See Exhibit C – Vendor Fees.

1.12 “Vendor Subscription Fee” shall mean the amount of money to be paid by a vendor to Licensor as a one-timefee, or periodic monthly fee. See Exhibit C – Vendor Fees.

1.13 “Software” shall mean the computer programs in machine readable object code and source code used on theSite and any subsequent error corrections or updates supplied to Licensee by Licensor pursuant to this Agreement.Exhibit “D” – Service Level Agreement may be amended from time to time by the parties in writing.

1.14 “Infrastructure” shall mean the Licensor hosted environment where the Software resides. The Infrastructureshall consist of a mission critical, failover architecture with full and incremental backups within PCI, SAS70 Type IIcompliant Tier 4 data center.

1.15 “ERP” shall mean Enterprise Resource Planning and/or Financial Accounting system of Licensee.

1.16 “API” shall mean Application Programming Interface.

1.17 “SLA” shall mean Service Level Agreement and outlines the services provided, duration, cost, resources,approach, and assumptions. The SLA is listed in Exhibit “D” attached hereto and may be amended from time totime by the parties in writing.

1.18 “Support Plan” shall outline the services provided, duration, cost, resources, approach, and assumptions. TheSupport Plan is listed in Exhibit “E” attached hereto and may be amended from time to time by the parties in writing.

1.19 “Tier I Support” shall mean the initial support level wholly managed by the LICENSEE which is responsible forSITE related issues. Tier I support is synonymous with first-line support, level 1 support, front-end support, supportline 1, and various other headings denoting first line of technical support.

1.20 “Tier II Support” is managed by the LICENSOR and is a more in-depth technical support level than Tier I and isoffered to LICENSEE TIER I SUPPORT personnel only. It is synonymous with level 2 support, support line 2,administrative level support, and various other headings denoting advanced technical troubleshooting and analysismethods.

1.21 “Tier III Support” shall mean the support and management of Tier II support personnel providing support oncomplex System software, hardware, and operating system software. Usually involves certified systems engineers.



2. GRANT OF RIGHTS.

2.1 Licensor hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, anonexclusive, nontransferable and non-assignable license (i) to use the Site from the date at which Licensor grantsaccess until the date terminated in accordance herewith.

2.2 Licensee shall have the right to copy or reproduce Documentation, in whole or in part, as necessary to train EndUsers on the use of the Site. Such End Users shall be users of the Site. Licensor agrees that the Site containsLicensee’s confidential information and shall treat and handle confidential information in accordance with theprovisions of Articles 8 & 9.

2.3 Licensee shall have the right, at any time, to terminate the license granted herein in any or all jurisdiction(s)within Licensed Territory with a ninety (90) day written notice from Licensee to the Licensor. Licensee agrees tonegotiate in good faith with Licensor for terms under such a nonexclusive arrangement.

3. DELIVERY.3.1 Access. Licensor shall deliver to Licensee access to the Site in; (i) a secure Production instance of the Site,hosted on the Licensor’s infrastructure, for the purposes of production use throughout the term of this Agreementand, only upon written request, (ii) a secure Sandbox instance, hosted on the Licensor’s infrastructure, for purposesof testing and configuration of the Software throughout the term of this Agreement.

3.2 Activities and Milestones. Licensor shall use a Rapid Deployment model to provide focused execution anddelivery. Milestones include, but are not limited to; (i) kickoff, (ii) system training, (iii) assistance with setup, and (iv)Go Live. At “Go Live”, constituent training occurs and the Site is available for production use. ProfessionalServices support shall be available from kickoff through to Go-Live and shall be transitioned to customer supportthereafter.

3.3 Performance and Service. The SLA shall define performance metrics and service quality agreed to by bothparties as listed in Exhibit “E”.

4. MODIFICATIONS.4.1 Error Corrections and Updates. Licensor will provide Licensee with error corrections, bug fixes, patches orother updates to the Site to the extent available in accordance with Licensor’s release schedule for the term of theAgreement.

4.2 Licensee’s with a Sandbox instance shall have Error Corrections and Updates installed on the Licensee’sSandbox instance first to allow for sixty (60) days of testing and review by the Licensee without impacting theProduction instance. Licensor may, in its sole discretion, promote Error Corrections and Updates to the Licensee’sProduction instance after the sixty (60) day testing and review period.

4.3 Other Modifications. Licensee may, from time to time, request that Licensor incorporate certain features,enhancements or modifications into the Site. Licensor may, in its sole discretion, undertake to incorporate suchchanges and distribute the Software so modified to all or any of Licensor’s licensees.

4.4 Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be thesole property of Licensor.



5. DERIVATIVE PRODUCTS.

5.1 Title to Incorporated Software. Title to and ownership of any portion of the Software or Documentationincorporated into a Derivative Product shall at all times remain with Licensor and/or its supplier, and Licensee shallnot have any title or ownership interest therein.

5.2 Title to Derivative Products. Title to and ownership of any portion of a Derivative Product created by Licenseeand not owned by Licensor and/or its supplier pursuant to Section 5.1 above shall be held by Licensee.

5.3 Incorporation into Other Software. Licensee may, in its discretion, incorporate the Software, Derivative Productsor parts thereof, into other of its products, provided Licensee complies with the provisions of Article 2 above andLicensee’s obligations under Articles 6, 7 and 8 below.

5.4 Maintenance of Derivative Products. Licensor shall not be required to maintain or otherwise repair anyDerivative Products. Any assistance in repairing errors or defects in the Derivative Products which may be providedby Licensor, in its sole discretion, shall be subject to the terms of a separate agreement.

5.5 Products Developed by Licensor. Nothing contained in this Agreement shall be construed to limit Licensor’srights to modify the Site or Software or to develop other products which are similar to or offer the same or similarimprovements as any Derivative Products developed by Licensee.

6. LICENSOR FEES AND PAYMENT.

6.1 Licensor Fees. In consideration of the license rights granted in Article 2 above, Licensee shall pay the Licensorfor any options that may be required for the use or modification of the Site, Software, Documentation, Training,Travel and any Derivative Products as indicated on Exhibit “A” attached hereto. All amounts payable hereunder byLicensee shall be payable in United States funds without deductions for taxes, assessments, fees, or charges ofany kind. Checks shall be made payable to Licensor.

6.2 Taxes and Other Charges. Licensee shall be responsible for paying all (i) sales, use, excise, value-added, orother tax or governmental charges imposed on the licensing or use of the Software, Derivative Products orDocumentation hereunder, (ii) freight, insurance and installation charges, and (iii) import or export duties or likecharges.

7. VENDOR FEES.

7.1 Vendor Fees. Vendors who wish to transact business with Licensee are required to join the WorldProcurement® Network and are assessed a transaction fee as set forth on Exhibit “C” attached hereto. Licensorshall grant vendor Net60 term, commencing upon Licensee receipt of the order, for which to pay Licensor. Overdueinvoices shall result in forty-five (45) day delinquency notice to vendor followed by a sixty (60) and ninety (90) daynotice with a notice of intent to automatically suspend the vendor’s account for non-payment at ninety (90) days tothe vendor with a carbon copy (CC:) to the Licensee. Account suspension shall result in the removal of any/allsupplier specific catalogs and electronic supplier communication including quote and bid participation pendingcorrective action to bring account in good standing. Licensee acknowledges and agrees that all vendors must jointhe World Procurement® Network in order to transacting business.

8. PROTECTION OF SOFTWARE.



8.1 Proprietary Information. Licensee agrees to treat (and take precautions to ensure that its employees treat) theSite, Software, Derivative Products, and Documentation as confidential in accordance with the confidentialityrequirements and conditions set forth in this Agreement. Licensee also agrees to not disclose, demonstrate,compare, nor discuss functionality or operational features of the Site with solutions providers who could beconsidered competitors of Licensor.

8.2 Ownership. Licensee further acknowledges that all copies of the Documentation, Site, and Software in any formprovided by Licensor or made by Licensee are the sole property of Licensor and/or its suppliers. Licensee shall nothave any right, title, or interest in or to any such Documentation, Site, or Software or copies thereof except asprovided in this Agreement, and further shall secure and protect all Documentation, Site, Software, and DerivativeProducts consistent with maintenance of Licensor’s proprietary rights therein.

8.3 Sublicenses. No license to sublicense the source code of the Site or Software or any portion thereof included inany Derivative Products is granted hereunder. In addition, Licensee will not sublicense the object code of the Site orSoftware or any portion thereof included in any Derivative Product to customers of Licensee without a sublicenseagreement which includes, without substantive alteration, the terms and conditions set forth in Exhibit “B” attachedhereto. Each such sublicense agreement shall be written in the principal language used for the conduct of businessin the country where the sublicense agreement is being used. Licensee will provide Licensor with a copy of eachsublicense agreement used by Licensee to sublicense the Site or Software. Licensee agrees to use its best effortsto enforce the obligations of its sublicense agreements and to inform Licensor of any known breach of suchobligations. Licensor shall have the right to enforce the terms of each sublicense agreement.

8.4 Copies. Licensee shall not copy the source code of the Software.

9. CONFIDENTIALITY.

9.1 Acknowledgement. Licensee hereby acknowledges and agrees that the Site, Software, Derivative Products andDocumentation constitute and contain valuable proprietary products and trade secrets of Licensor and/or itssuppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly,Licensee agrees to treat (and take precautions to ensure that its employees treat) the Site, Software, DerivativeProducts, and Documentation as confidential in accordance with the confidentiality requirements and conditions setforth below.

9.2 Maintenance of Confidential Information. Each party agrees to keep confidential all confidential informationdisclosed to it by the other party in accordance herewith except whereas required by law or act of government, andto protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and dataof its own (at all times exercising at least a reasonable degree of care in the protection of confidential information);provided, however, that neither party shall have any such obligation with respect to use of disclosure to others notparties to this Agreement of such confidential information as can be established to: (a) have been known publicly;(b) have been known generally in the industry before communication by the disclosing party to the recipient; (c)have become know publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosingparty; (d) have been known otherwise by the recipient before communication by the disclosing party; or (e) havebeen received by the recipient without any obligation of confidentiality from a source (other than the disclosingparty) lawfully having possession of such information.

9.3 Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer or disclosure of the Site, Software,Derivative Products, Documentation or copies thereof will (i) substantially diminish the value to Licensor of the tradesecrets and other proprietary interests that are the subject of this Agreement; (ii) render Licensor’s remedy at lawfor such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of



time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Site, Software,Derivative Products or Documentation, Licensor shall be entitled to equitable relief to protect its interests therein,including, but not limited to, preliminary and permanent injunctive relief.

9.4 Survival. Licensee’s obligations under this Article 8 will survive the termination of this Agreement or of anylicense granted under this Agreement for whatever reason.

10. WARRANTIES; SUPERIOR RIGHTS.

10.1 Ownership. Licensor represents its belief that it is the owner of the entire right, title, and interest in and toSoftware, and that it has the sole right to grant licenses thereunder, and that it has not knowingly granted licensesthereunder to any other entity that would restrict rights granted hereunder except as stated herein.

10.2 Limited Warranty. Licensor represents and warrants to Licensee that the Site and Software when properlyused with the Designated Equipment will perform substantially as described in Licensor’s then currentDocumentation for such Software during the term of this Agreement.

10.3 Limitations. Notwithstanding the warranty provisions set forth in Section 9.3 above, all of Licensor’s obligationswith respect to such warranties shall be contingent on Licensee’s use of the Site and Software in accordance withthis Agreement and in accordance with Licensor’s instructions as provided by Licensor in the Documentation, assuch instructions may be amended, supplemented, or modified by Licensor from time to time. Licensor shall haveno warranty obligations with respect to any failures of the Software which are the result of accident, abuse,misapplication, extreme power surge or extreme electromagnetic field.

10.4 Licensee’s Sole Remedy. Licensor’s entire liability and Licensee’s exclusive remedy shall be the repair orreplacement of the Software; provided Licensor receives written notice from Licensee during the warranty period ofa breach of warranty. Any replacement Site or Software Product will be warranted for the term of this Agreement.

10.5 Disclaimer of Warranties. LICENSOR DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN THESITE, SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. THE WARRANTIES STATED IN SECTION9.3 ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY LICENSOR. THERE ARE NOOTHER WARRANTIES RESPECTING THE SOFTWARE, DERIVATIVE PRODUCTS, DOCUMENTATION ORSERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TOANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IFLICENSOR HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF LICENSOR IS AUTHORIZED TOALTER OR EXCEED THE WARRANTY OBLIGATIONS OF LICENSOR AS SET FORTH HEREIN.

10.6 Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICHLICENSOR IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BYLICENSOR OF THE RISK OF LICENSEE’S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISEIN CONNECTION WITH LICENSEE’S USE OF THE SOFTWARE, DERIVATIVE PRODUCTS ANDDOCUMENTATION. ACCORDINGLY, LICENSEE AGREES THAT LICENSOR SHALL NOT BE RESPONSIBLETO LICENSEE FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIALDAMAGES ARISING OUT OF THE LICENSING OR USE OF THE SOFTWARE, DERIVATIVE PRODUCTS ORDOCUMENTATION. Any provision herein to the contrary notwithstanding, the maximum liability of Licensor to anyperson, firm or corporation whatsoever arising out of or in the connection with any license, use or other employmentof any Software delivered to Licensee hereunder, whether such liability arises from any claim based on breach orrepudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to Licensor byLicensee for the Site or Software whose license, use, or other employment gives rise to the liability. The essential



purpose of this provision is to limit the potential liability of Licensor arising out of this Agreement. The partiesacknowledge that the limitations set forth in this Article 9 are integral to the amount of consideration levied inconnection with the license of the Site, Software, Derivative Products and Documentation and any servicesrendered hereunder and that, were Licensor to assume any further liability other than as set forth herein, suchconsideration would of necessity be set substantially higher.

11. INDEMNIFICATION.

11.1 Licensor shall indemnify, hold harmless and defend Licensee against any action brought against Licensee tothe extent that such action is based on a claim that the unmodified Site or Software, when used in accordance withthis Agreement, infringes a United States copyright and Licensor shall pay all costs, settlements and damagesfinally awarded; provided, that Licensee promptly notifies Institution in writing of any claim, gives Licensor solecontrol of the defense and settlement thereof and provides all reasonable assistance in connection therewith. If anySite or Software is finally adjudged to so infringe, or in Licensor’s opinion is likely to become the subject of such aclaim, Licensor shall, at its option, either: (i) procure for Licensee the right to continue using the Site or Software (ii)modify or replace the Site or Software to make it non-infringing, or (iii) refund the fee paid, less reasonabledepreciation, upon return of the Software. Licensor shall have no liability regarding any claim arising out of: (w) useof other than a current, unaltered release of the Site or Software unless the infringing portion is also in the thencurrent, unaltered release, (x) use of the Site or Software in combination with non-Licensor software, data orequipment if the infringement was caused by such use or combination, (y) any modification or derivation of theSoftware not specifically authorized in writing by Licensor or (z) use of third party software. THE FOREGOINGSTATES THE ENTIRE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY FOR LICENSEE RELATINGTO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER PROPRIETARYRIGHT BY THE SOFTWARE.

11.2 Except for the foregoing infringement claims and in accordance with sovereign immunity limitations set forth byFlorida Statute, Licensee shall indemnify and hold harmless System, Licensor, their Regents, officers, agents andemployees from and against any claims, demands, or causes of action whatsoever, including without limitationthose arising on account of Licensee’s modification or enhancement of the Software or otherwise caused by, orarising out of, or resulting from, the exercise or practice of the license granted hereunder by Licensee, its sub-licensees, if any, its subsidiaries or their officers, employees, agents or representatives.

12. DEFAULT AND TERMINATION.

12.1 Events of Default. This Agreement may be terminated by the non-defaulting party if any of the following eventsof default occur: (i) if a party materially fails to perform or comply with this Agreement or any provision hereof; (ii) ifeither party fails to strictly comply with the provisions of Article 8 (Confidentiality); (iii) if a party becomes insolvent oradmits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (iv)if a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they nowexist, or as they may be amended, is filed by a party; or (v) if such a petition is filed by any third party, or anapplication for a receiver is made by anyone and such petition or application is not resolved favorably within ninety(90) days.

12.2 Effective Date of Termination. Termination due to a material breach of Articles 2 (Grant of Rights), 5(Derivative Products), 7 (Protection of Software), or 8 (Confidentiality) shall be effective on notice. In all other cases,termination shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults havenot been cured within such thirty (30) day period.



12.3 Obligations on Termination. Within ten (10) days after termination of this Agreement, Licensee shall cease anddesist all use of the Site and Software, Derivative Products and Documentation and shall return to Licensor all fullor partial copies of Derivative Products and Documentation in Licensee’s possession or under its control.

13. NOTICES.

13.1 All notices, authorizations, and requests in connection with this Agreement shall be deemed given (i) five daysafter being deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; or (ii) oneday after being sent by overnight courier, charges prepaid, with a confirming fax; and addressed as first set forthabove or to such other address as the party to receive the notice or request so designates by written notice to theother.

14. NONASSIGNABILITY.

14.1 Licensee shall not assign this Agreement or its rights hereunder without the prior written consent of Licensor.

15. GOVERNING LAW; JURISDICTION AND VENUE.

15.1 The validity, interpretation, construction and performance of this Agreement shall be governed by the laws ofthe State of Florida. The state courts of Marion County, Florida shall have exclusive jurisdiction and venue over anydispute arising out of this Agreement, and Licensee hereby consents to the jurisdiction of such courts.

16. ATTORNEYS FEES.

16.1 In any action or proceeding to enforce the terms of this Agreement or to redress any violation of thisAgreement, the prevailing party shall be entitled to recover as damages its attorney’s fees and costs incurred,whether or not the action is reduced to judgment. For the purposes of this provision, the “prevailing party” shall bethat party who is successful with regard to the main issue, even if that party did not prevail on all issues.

17. EXPORT REQUIREMENTS.

17.1 The Site, Software, Derivative Products, Documentation and all related technical information or materials aresubject to export controls and are licensable under the U.S. Government export regulations. Licensee will complystrictly with all legal requirements established under these controls and will not export, re-export, divert, transfer ordisclose, directly or indirectly the Software, Derivative Products, Documentation and any related technicalinformation or materials without the prior approval of the U.S. Department of Commerce.

18. GOVERNMENT CONTRACTS.

18.1 If the Site, Software, Derivative Products or Documentation to be furnished hereunder are to be used in theperformance of a government contract or subcontract, the software shall be provided on a “restricted rights” basisonly and Licensee shall place a legend, in addition to applicable copyright notices, in the form provided under thegovernmental regulations. Licensor shall not be subject to any flow-down provisions required by the governmentalcustomer unless agreed to by Licensor in writing.

19. FORCE MAJEURE.



EXHIBIT ALICENSEE SUBSCRIPTION – Vendor Fee Paid

No charge for updates. Custom enhancements and updates may be additional. Tier 1 support only as defined in SLA. Addition support options available at additional charge. Does NOT include legacy data upload support. Should technical support be needed, a customary rate of

$150/hr applies. 40 man-hour credits for use towards: Training, Implementation, and/or Template development. Additional

support/training may be subject to customary $85/hr rate. Periodic Webinar Training non-University Specific

Standard SubscriptionPartial list of Standard Subscription services offered on the SITE to all approved Licensees at no additionalcost. For a complete list or more information, contact our sales department:1. Web based, software as a service (“SaaS”), e-Procurement-to-Payment software solution (SMP) hosted

on mission critical, PCI and SAS70 Type II compliant, VMWare architecture residing in Tier 4 datacenter(s) with complete equipment failover with standard three year data backup.

2. Web based, software as a service (“SaaS”), e-Sourcing software solution (ProRFX®) hosted on missioncritical, PCI and SAS70 Type II compliant, VMWare architecture residing in Tier 4 data center(s) withcomplete equipment failover with standard three year data backup.

3. Forty (40) man-hours of Licensor setup support4. World Procurement® Vendor Network5. Unlimited Number of Seats6. 10GB of SAN drive space with 3yrs of full and incremental backup7. Off Site Training via Webinars

OptionsPartial list of options to all approved Licensees includes. For a complete list, costs associated with optionalfeatures, or more information, contact our sales department:1. Dynamic Integration with Licensees ERP/Financial Accounting System.2. Warehousing and Inventory Control (SMP)3. Additional SAN drive space with full and incremental backup4. Additional backup retention (per year)5. Onsite Training

LICENSEE requested on-site visits or training Per-Diem apply Includes total travel time 4 Hour minimum $85.00/per man-hour

Custom Software DevelopmentLicensor reserves the right to determine what custom development tasks qualify as adopted.

Adopted: No Cost ($0.00)Licensee Specific: $150.00/per man-hourExpedite: +$65.00/per man-hour



EXHIBIT BREQUIRED PROVISIONS OF SUBLICENSES

Each sublicense agreement of Licensee for the purpose of licensing the right to use Site, Software or any DerivativeProduct in object code form shall include, at a minimum, the following terms and conditions:

1. Each agreement shall grant the sub-licensee the right to use the Site, Software or Derivative Product in objectcode form solely in connection with the Designated Equipment.

2. The sub-licensee may not copy the Site, Software or Derivative Product except that the sub-licensee may makeone copy for archival or backup purposes.

3. The sub-licensee shall acknowledge that the Site and Software is the sole property of Licensor and/or itssuppliers and shall agree to respect and not remove, obliterate or cancel from view any copyright, trademark,confidentiality or other proprietary notice, mark or legend appearing on any Site, Software Product or DerivativeProduct, and to reproduce and include same on the archival or backup copy.

4. The sub-licensee shall agree not to modify, reverse engineer, disassemble, or decompile the Site, Software,Derivative Products, or any portion thereof.

5. The sub-licensee shall agree that Licensee and not Licensor shall be responsible for any support to sub-licensee.Under no circumstances will Licensor be liable for any consequential, indirect, special, or incidental damages whichmay arise in connection with sub-licensee’s use of the Site, Software, Derivative Products or Documentation.



EXHIBIT CVENDOR FEES

World Procurement® eSourcing and eProcurement products are typically funded by order transaction fees andsubscription fees (where applicable) collected from vendors. Transaction fees are based on business type (DMBE)certifications.

LICENSOR, at its sole discretion, may periodically change or update policies and/or vendor fee structures with aninety (90) day written notice from Licensor to the Licensee.

Vendor transaction fees are assessed only when a vendor receives an order from the SITE or an award resultingfrom a Request For Quote (RFQ), Auction, or Reverse Auction from the SITE. The specific fee is based on thevendor’s registration status and DMBE certification as recorded in SITE on the date the order is issued or awardmade. Vendor transaction fees are not adjusted when DMBE backdates a certification or a certification renewal.Vendor transaction fees are not adjusted when DMBE awards a certification or a certification renewal retroactively.

LICENSOR shall provide to LICENSEE a copy of the most current Vendor License Agreement (VLA) at the requestof the LICENSEE.

DEFINITIONS.Vendor shall mean a registered and approved vendor on World Procurement® Vendor Network.

Fee On Award. Fee On Award is limited to RFQ, Auction, and Reverse Auction, and are accessed to ONLY thevendor with the winning bid. Bidders that are not awarded the RFQ, Auction, and Reverse Auction bid shall not beaccess a Fee On Award.

Subscription Fee. Subscription Fees are limited to RFI, RFP, and IFB/ITB and allow vendor to bid on an unlimitednumber of RFI, RFP, and IFB/ITB listings within a given State during the Subscription period. It is important to notethat the Subscription Fee is one fee PER STATE (E.g. vendor is able to bid on any number of qualifying RFI, RFP,and IFB/ITB listings within a given State with no change in fee; regardless of number of regions, CLIENTS, or otherfactors.

Pay-Per-Listing Fee. Pay-Per-Listing Fees are limited to RFI, RFP, and IFB/ITB, and allows vendor to bid on aqualifying RFP, RFI, or IFB/ITB listing which is not under Subscription.

Qualifying Listings. Qualifying Listings are listings in which the CLIENT has approved for vendor participation.

VENDOR FEES.

As of VLA v7.5, the vendor fees are as follows:

SpendManagerPro™ e-Procurement K12Buy.com (State & Local Govt., Municipalities; Primary, Secondary, and Higher Education) ProcurementRx.com (Healthcare) StandardProcurement.com (Defense and Military) ProcureMart.com (For Profit Business)



Vendor shall automatically receive the no-cost Standard membership in accordance with the terms and conditionsspecified in the VLA. Membership level is automatically determined by number of transactions annually on a perCLIENT basis.

STANDARD MEMBERSHIP. Vendor shall automatically receive the no-cost World Procurement® Vendor NetworkSTANDARD MEMBERSHIP unless LICENSEE transacts five or more orders in a CLIENT relationship annually.

PREMIER MEMBERSHIP. Vendor shall automatically move to the World Procurement® Vendor NetworkPREMIER MEMBERSHIP, on a per CLIENT basis, when Vendor transacts five or more orders in the CLIENTrelationship annually. Notwithstanding the foregoing:

I. [World Procurement USA] shall assess Vendor a two tenths of one percent (.2%) fee to the value ofeach and every NON-CATALOG ORDER placed by CLIENT.

II. Fees apply to only the first $10MM USD in annual qualifying transaction volume for each CLIENTrelationship. Transaction volume in excess of $10MM USD is exempt from fees.

MARKETPLACE MERCHANT. A marketplace merchant is a Vendor with STANDARD or PREMIERMEMBERSHIP who transacts business on or through the SITE using ELECTRONIC CATALOG(s), ELECTRONICCOMMUNICATION, and/or QUOTED ITEMS. LICENSOR shall assess MARKETPLACE MERCHANT the followingfees for each and every qualifying ORDER placed by CLIENT;

I. Supplies: LICENSOR shall assess Vendor a one percent (1.0%) fee to the value of each and everyOrder placed by CLIENT, capped at $500 per order for disadvantaged business, or $1,500.00 perorder if NOT a disadvantaged business.

II. Published Media: LICENSOR shall assess Vendor a one percent (1.0%) fee to the value of eachand every Order placed by CLIENT, capped at $500 per order for disadvantaged business, or$1,500.00 per order if NOT a disadvantaged business.

III. Services, Catering and Transportation: LICENSOR shall assess Vendor a one percent (1.0%) feeto the value of each and every Order placed by CLIENT, capped at $500 per order fordisadvantaged business, or $1,500.00 per order if NOT a disadvantaged business.

ProRFx® e-SourcingAvailable Listing Types: Request For Quote (RFQ) Request For Information (RFI) Request For Proposal (RFP) Invitation For/To Bid (IFB/ITB) Auction Reverse Auction

Three categories exist within ProRFx® whereby fees are determined; Non-Registered Vendor, Fee onAward, or Subscription Fee.



Non-Registered Vendor

1. All internet users may view qualifying listings at no charge and without obligation on ProRFx®.2. Non-Registered Vendor must register before being able to view detailed listing information and/or bidding.3. There is no charge to Register.

Fee on Award

1. Fee On Award is limited to RFQ, Auction, and Reverse Auction listings only. As of VLA v7.5, the followingfees apply:

a. 1% capped at $500.00 per award for certified disadvantaged businessb. 1% capped at $1,500.00 per award for Non-Certified Disadvantaged Business

2. Vendor shall be able to bid on all qualifying RFQ, Auction, and Reverse Auction listings with Fee On Award.3. Bidder who does not win, shall not pay any Fee on Award.4. Subscription fees do not apply to RFQ, Auction, and Reverse Auction listings.

Subscription Fee

1. Subscription fees are limited to RFI, ITB/IFB, RFP listings only, and range from $4.95-$14.95/monthdepending on the State.

2. Vendor shall be able to bid on an unlimited number of qualifying RFI, ITB/IFB, RFP listings within a givenState using Subscription Fees

3. Vendors electing not to use Subscriptions may bid on a single qualifying RFI, ITB/IFB, RFP listing usingPay-Per-Listing option, and range from $2.95-$7.95 per listing, depending on the State.

4. Fee On Award does not apply to RFI, ITB/IFB, RFP listing award.



EXHIBIT DSERVICE LEVEL AGREEMENT

Version 2.1

This Service Level Agreement ("SLA") governs the availability of certain World Procurement USA, LLC services(“LICENSOR”) identified below as made available to Licensee under the terms of the Master License Agreement.All terms previously defined in the Agreement shall have the same meaning in this SLA.

DEFINITIONS1. SITE means LICENSOR’s Internet based sourcing and procurement-through-to-payment

solutions, through various web site domains including but not limited to K12buy.com,ProcurementRx.com, StandardProcurement.com, ProcureMart.com, ProRFx.com, and WorldProcurement® Vendor Portal along with certain proprietary software (collectively, the “SITE”).

2. LICENSEE means a person or organization that has been granted by the LICENSOR the right,under certain conditions, to use the SITE.

3. TIER I SUPPORT means the initial support level wholly managed by the LICENSEE which isresponsible for SITE related issues. Tier 1 support is synonymous with first-line support, level 1support, front-end support, support line 1, and various other headings denoting first line oftechnical support.

4. TIER II SUPPORT is managed by the LICENSOR and is a more in-depth technical support levelthan Tier I and is offered to LICENSEE TIER I SUPPORT personnel only. It is synonymous withlevel 2 support, support line 2, administrative level support, and various other headings denotingadvanced technical troubleshooting and analysis methods.

5. TIER III SUPPORT is managed by the LICENSOR and shall mean the support andmanagement of Tier II support personnel providing support on complex SITE software,hardware, and operating system software. Usually involves certified systems engineers.

SUPPORTED END-USER CAPATABILITIES1. COMPATIBLE HARDWARE

Any, then current, and the most recent outdated version of computer, laptop, notebook,netbook, tablet, or smart mobile device compatible with any software defined in Article 2(below) which has an internet connection speed of at least 10Mbps download.

2. COMPATIBLE SOFTWAREBrowsers: Industry standard, internet web browsers to include then current and the mostrecent outdated versions of: Microsoft Internet Explorer; Mozilla Firefox; Google Chrome;Apple Safari; Navigator; and Android.

PDF: To include then current and the most recent outdated versions of: Adobe PDFReader

Spreadsheet: To include then current and the most recent outdated versions of:



Microsoft ExcelSERVICES

1. SPENDMANAGERPRO™An e-Procurement-to-Payment enterprise solution distributed as Software as a Service(SaaS), and delivered in four (4) industry specific platforms:

K12Buy.com: Customized specifically for State, Local, MunicipalGovernment, Education, and Non-Profitorganizations

ProcurementRx.com: Customized specifically for For-Profit Healthcareorganizations.

ProcureMart.com: Customized specifically for For-Profit Businessorganizations.

StandardProcurement.com: Customized specifically for US Department ofDefense, and US Armed Forces.

Due to the size and complexity of the SpendManagerPro™, there are some uniqueelements to consider. First, it is important to have a high level understanding of thestructure of the production system. The system has six major software components; (i)Vendor Network and associated Vendor Portal which provides the supplier interface intothe system, (ii)e-Procurement which processes orders and receipts, (iii) ApplicationProgramming Interface (“API”), (iv)Anti-Virus, Anti-Spyware, and Anti-Malware, (v)e-Invoicing which validates supplier invoices(optional), and (vi)Warehousing and InventoryControl (optional). Additionally, the system has six major hardware components; (i)Tier4Data Center(s) and associated Routers, Firewalls, Load Balancers, and Filters, (ii)VMwareWeb Server Infrastructure, (iii) VMware Database Infrastructure, (iv)VMware ApplicationsInfrastructure, (v)Storage Area Network (“SAN”) array, and (vi)Backup Infrastructure.

STANDARD SUBSCRIPTION FEATURES AND MODULESThe standard subscription of SpendManagerPro™ include the following partial list offeatures or modules. For a full list of standard subscription features and modules, contactyour sales representative; (i) Vendor Network catalog management; (ii) ManualRequisitions for off-catalog requests; (iii) Drop and Drag Reorg feature (iv) Robust workflowmanagement w/external approver capability; (v) Grants management; (vi) Assetmanagement; (vii) Individual and Assigned Favorites Lists; (viii) Order Status and ShipmentNotification capability; (ix) Change Order capability; (x) Attachment capability; (xi) PurchaseOrder and P-Card/Credit capability; (xii) User Account Code and Available Balancemanagement; (xiii) Proprietary Book/Textbook Sourcing; (xiv) Preferred suppliersenforcement rules; (xv) Manual or Batch file ERP/Financial Account Interfacing;(xvi)Reporting; ; (xvii)Request for Quote, Auction, Reverse Auction functionality; (xviii)Unlimited number of users; (xix) Unlimited number of locations; and more.

OPTIONAL FEATURES OR MODULESThe standard subscription of SpendManagerPro™ does NOT include the following featuresor modules which can be purchased for a nominal fee through and authorized salesrepresentative; (i)Contract management; (ii)Small and Disadvantaged Businessmanagement and compliance; (iii)Non-Vendor Network catalog management;



(iv)Warehouse and Inventory Control; (v)Electronic invoicing; (vi)Dynamic ERP/FinancialAccount Interfacing; and (vii)SMS workflow event messaging.

2. ProRFx™An e-Sourcing solution with workflow and content management distributed as Software asa Service (SaaS).

Due to the size and complexity of the ProRFx™, there are some unique elements toconsider. First, it is important to have a high level understanding of the structure of theproduction system. The system has six major software components; (i) Vendor Networkand associated Vendor Portal which provides the supplier interface into the system, (ii)e-Sourcing which processes advertisements/listing, bids, and awards, (iii) ApplicationProgramming Interface (“API”), (iv)Anti-Virus, Anti-Spyware, and Anti-Malware.Additionally, the system has six major hardware components; (i)Tier4 Data Center(s) andassociated Routers, Firewalls, Load Balancers, and Filters, (ii)VMware Web ServerInfrastructure, (iii) VMware Database Infrastructure, (iv)VMware Applications Infrastructure,(v)Storage Area Network (“SAN”) array, and (vi)Backup Infrastructure.

STANDARD SUBSCRIPTION FEATURES AND MODULESThe standard subscription of ProRFx™ include the following partial list of features ormodules. For a full list of standard subscription features and modules, contact your salesrepresentative; (i) Preapproved vendor management; (ii) Vendor response templatecapability; (iii) Robust workflow management w/external approver capability; (iv) Requestfor Quote (RFQ), Request for Information (RFI), Request for Proposal (RFP), Invitation forBid (IFB), and Auction/Reverse Auction bid management; (v) Bid Scoring; (vi) BidCompare; (vii) Automatic Bid to Requisition; (viii) Bid attachments and video capability; (ix)Automated bidder insurance compliance; (x) Configurable Minority ParticipationGoals/Requirements; (xi) Listing scheduler; (xii) Large volume notification capability(>100,000 email notifications); (xiii) Preferred suppliers enforcement rules; (xiv) AuditTracking and Logging; (xv) Audit Tracking and Logging; (xvi) Reporting; (xvii) Unlimitednumber of users; (xviii) Unlimited number of locations; and more.

OPTIONAL FEATURES OR MODULESThe standard subscription of ProRFx ™ does NOT include the following features ormodules which can be purchased for a nominal fee through and authorized salesrepresentative; (i)Contract management, and; (ii)SMS workflow event messaging.

HOSTING PARTNER1. DESCRIPTION OF HOST PARTNER

World Procurement USA, LLC has contracted with Virtacore Solutions as its host partner. Virtacoreis a leading cloud services provider specializing in virtual infrastructure solutions utilizing VMware.Virtacore’s hosting solutions and disaster recovery services are built on leading edge, best-of-classCisco UCS FlexPod architecture. Virtacore operates in the most secure and reliable data centerswith 99.99% SLA uptime guarantees.

With years of experience in cloud and Internet services, Virtacore has a solid history of providingprivate and public cloud Infrastructure as a Service (IaaS) to meet the mission critical needs of theirclients. Virtacore’s cloud solutions are extremely reliable, secure, scalable, and easy to manage.



Virtacore’s four-tier security standard – which includes physical and logical security, as well as strictoperational and compliance policies – meets the most stringent cloud security demands. Ournumerous compliance certifications demonstrate Virtacore’s commitment to excellence and includeSSAE 16 SOC 1 and SOC 2, PCI DSS, and HIPAA-readiness.

Headquartered in Sterling, Virginia – with offices and facilities in New York, Los Angeles, Chicago,Atlanta, and Salt Lake City – Virtacore maintains a broad U.S. footprint and serves domestic andmulti-national customers across the globe.

Virtacore is wholly owned by IKANO Communications, a $60 million technology services andInternet access company backed by Insight Venture Partners. Insight is a leading global privateequity and venture capital firm with $5 billion under management and a portfolio of 100+ technologyinvestments, including Twitter.

TERMS OF SUPPORT1. HOURS OF AVAILABILITY: Access to all web-based system features and online documentation are

generally available 24 hours per day, 7 days a week, 365 days a year with 99.99% uptime barringunforeseen interruptions in Internet service, scheduled maintenance, or planned maintenance by WorldProcurement USA, LLC (“Licensor”). Notwithstanding anything to the contrary in this Agreement, suchavailability is guaranteed for 99.99% uptime by Licensor. Any planned exceptions to the availability ofSoftware will be communicated on the appropriate SITE as far in advance as possible.

2. RESPONSE TIME: The response time listed in the support plan is the elapsed time between thereceipt of a support request via ticket system and the time when Licensor begins the support service,including a verbal or written confirmation to the Licensee thereof.

3. UPDATES: LICENSOR is not obligated to provide updates to the SITE. If an update is provided andthe update is not accompanied by an additional agreement, this agreement applies to the use andinstallation of the update. LICENSOR reserves the right to make updates to the SITE without notice.

4. TRIAL, EVALUATION, AND BETA: If this agreement pertains to a trial, beta, or evaluation version,the licenses granted herein terminate at the end of the trial or evaluation period or when LICENSORdisables access to the SITE. LICENSEE shall not use the SITE after the end of the trial or evaluationperiod.

5. CONSIDERATION FOR BETA TESTERS: In consideration for receiving access to the SITE fortesting, Licensee agrees to serve as a "Beta Site" and will notify LICENSOR of all problems and ideasfor enhancements which come to Licensee's attention during the period of this Agreement, and herebyassigns to LICENSOR all right, title and interest to such enhancements and all property rights thereinincluding without limitation all patent, copyright, trade secret, inventions, modifications, enhancements,improvements, additions, derivative works, documentation, mask work, trademark, moral right or otherintellectual property rights.

6. CONFIDENTIALITY: Licensee agrees that SITE is the sole property of LICENSOR includes valuabletrade secrets of LICENSOR. Licensee agrees to treat SITE as confidential and will not without theexpress written authorization of LICENSOR; modify, reuse, disassemble, decompile, reverse engineeror otherwise translate SITE or any portion thereof.



7. LICENSEE RESPONSIBILITIES: Licensee owns and operates the support process for functionalsupport and is responsible for all hardware, operating systems, internet and internet browser versionsand configurations, firewall and security settings, Internet Service Provider (“ISP”) and ISPconfigurations and performance, access control lists, used to gain access to, and all Licensee specificdata required in the support of the SITE. Licensee may be required to grant Licensor certain limitedaccess rights to Licensee's proprietary computer systems in order that Licensor may render supportServices. Licensee is responsible for Tier1 support. If Licensor determines, at its sole discretion, inresponding to a Licensee request for support, that the solution is provided in available media(including, but not limited to, the documentation, FAQ, tutorials and examples, websites or supportforums), Licensor may direct Licensee’s personnel to the appropriate media for the solution to theproblem. Licensee shall also identify escalation paths and contact points. Licensee shall not upload ordistribute any files or information that may damage the operation of another’s computer.

Licensee acknowledges that Licensor is; (i) only granting a limited license to use the SITE and, (ii)retains all ownership of the SITE. Licensor does not endorse and is not responsible for content (suchas links, data, graphics, websites, and other files) made available through the SITE. Licensor does nottransfer any rights in any content to Licensee. Licensee is responsible for all use and any damage thatresults from content viewed, accessed, or relied on through use of the SITE.

8. LICENSOR RESPONSIBILITIES: Licensor is responsible for application hosting; administration,security, hardware, software, and backup systems within the data center, starting at the internet facingside of the routers at the data centers. Licensor shall also be responsible for Tier2 and Tier3 Support.

SCHEDULED MAINTENANCE1. STANDARD MAINTENANCE WINDOW: Licensor shall perform performance and health checks on a

weekly basis each and every weekend or holiday.

2. SECURITY PATCHING: Security patches will be applied to systems within 48 hours after the Licensoradministration group is notified of its release by the vendor and has been tested. Application of thesepatches will either be coordinated with Licensee or during the standard maintenance window atLicensors sole discretion.

3. CHANGE MANAGEMENT: Information regarding downtimes due to scheduled maintenance orunscheduled outages will be available through the appropriate Licensor’s Change Managementwebsite: status.K12Buy.com. Changes to the non-production environments will be handled by theLicensor’s Change Control process and Advisory Board.

SYSTEM INCIDENT RESPONSE1. MONITORING: Licensor shall maintain a system that monitors for the occurrence of events outside of

normal system operation. If a monitoring system notifies of an incident, Licensor will respond withoutany action from the customer. The following items will be monitored for errors or defined alarmthresholds:

• Memory/Page file• Logical/Physical Disk• Archive-log space• Network Interface• Servers



• Routers• Load Balancers

Additionally, a Beacon program runs externally from the Licensor networks and checks systemavailability. If the system is not responsive, an email is sent immediately to Licensor’s Tier 3 Supportteam. A script is also executed daily on all production hosts that checks for unsuccessful logonattempts and an email is sent only if indications of repeated unsuccessful attempts are detected.Critical alerts are interpreted and will be communicated to Licensor’s Tier 3 Support.

2. INCIDENT/REQUEST RESOLUTION AND RESPONSE: All incidents reported to Licensor’s Tier 2Support will be assigned a priority based on urgency and impact. Resolution times indicated aretargets. The resolution of any issue is dependent upon complexity, the need for parts to be ordered orlocated, the need for software to be upgraded or reinstalled, and/or the need for additional informationfrom the user who may not be immediately available. All of these factors can influence the length oftime it takes to resolve a service or application outage. Licensee can reasonably escalate an incidentlevel based on extenuating circumstances, including time of year.

Priorities are defined below, based on one or more of the bulleted conditions:Standard (target resolution - 3 days)

• Single user affected.• IT Resource is available with degraded performance and/or is difficult to use.• User requests general information, service or consultation.

Urgent (target resolution - 1 day)• Small group of users directly affected.• IT Resource is available with degraded performance and/or is difficult to use.

Critical (target resolution - 4 hours)• Multiple users or departments are directly affected.• Incident has serious impact on critical tasks and no workaround is available• IT Resource cannot function as designed and installed.

Emergency (target resolution - 1 hour)• Entire Licensee site or multiple agencies/departments affected.• Core business process cannot be carried out.

3. SYSTEM NOTIFICATIONS: Scheduled and unscheduled service interruptions and changes that areunable to make the full change management process will be posted to the Systems Availability calendar.

4. CATASTROPHIC RESPONSE: A catastrophic issue is one in which a hardware failure occurs, major datacorruption occurs, or in which hardware replacement is required. In these cases additional time will beneeded to procure replacement hardware and/or repurpose and reload non-production hardware from thebackup environment to replace production hardware. All of this assumes a catastrophic failure in theSpendManagerPro™ or ProRFx® application only. Should an event occur which affects the entiredatacenter and/or back up facility then these timings would not apply. Systems and services would bebrought back on line on a priority basis in accordance with system criticality as provided by the businessareas via Disaster Recovery Task Force. The same applies for security incidents where it would beinadvisable to bring a service back on-line if vulnerabilities still exist.

5. DISCLAIMER; LIMITATION OF LIABILITY: Licensor shall not be responsible to provide Services to theextent that the issue is caused by (a) Licensee’s misuse, improper use, misconfiguration, alteration, ordamage to the Software; (b) Licensee’s use of the Software with any hardware or software not supplied orsupported by Licensor; (c) Licensee’s failure to install an update to the Software if such update would haveresolved the issue; or (d) Otherwise uses in a manner not in accordance with the Agreement. Licensor shall



have no responsibility for loss of or damage to Licensee’s data, regardless of the cause of any such loss ordamage. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OROTHERWISE, RELATING TO PRODUCTS OR SERVICES FURNISHED TO LICENSEE HEREUNDER.LICENSOR SPECIFICALLY DISCLAIMS AND EXCLUDES ALL IMPLIED WARRANTIES, INCLUDINGWITHOUT LIMITATION THOSE OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY ORNON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, WHETHERMADE BY LICENSOR EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THISAGREEMENT WILL BE DEEMED TO BE A WARRANTY BY LICENSOR FOR ANY PURPOSE OR GIVERISE TO ANY LIABILITY OF LICENSOR WHATSOEVER. IN NO EVENT (i) SHALL LICENSOR'SMAXIMUM LIABILITY FOR ALL DAMAGES EXCEED ACTUAL DIRECT DAMAGES CAUSED BY THESPECIFIC PRODUCT OR SERVICE COMPLAINED OF, (ii) SHALL LICENSOR'S MAXIMUM LIABILITYFOR ALL DAMAGES EXCEED THE TOTAL AMOUNT OF FEES PAID HEREUNDER, OR (iii) SHALLLICENSOR BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INDIRECTDAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS PROFITS AND THE LOSS, DAMAGEOR DESTRUCTION OF DATA) EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OFTHE SAME. No limitation as to damages for personal injury is hereby intended. Some states do not allowthe exclusion or limitation of incidental or consequential damages under certain circumstances and theabove exclusion or limitation may not apply.

6. MISCELLANEOUS: Licensor and Licensee are independent parties, and nothing in this Agreement shallbe construed as making them partners or as creating the relationships of employer and employee, masterand servant, or principal and agent between them, for any purpose whatsoever. Neither party shall makeany contracts, warranties or representations or assume or create any other obligations, express or implied,in the other party's name or on its behalf. Licensee agrees to be identified as a customer of Licensor andLicensee agrees that Licensor may refer to Licensee by name, trade name and trademark, if applicable,and may briefly describe Licensee business in our marketing materials and web site. All notices givenunder this Agreement shall be effective upon receipt and shall be in writing and sent to the address of theother party set out at the beginning of this Agreement or to any replacement address of which the otherparty has been given notice in accordance with this Section. In no event shall either party be liable for anydelay or failure to perform under this Agreement which is due to causes beyond the reasonable control ofsuch party. This document contains the entire agreement between the parties relating to the matterscovered by it, superseding all other oral or written representations, understandings, proposals or othercommunications between the parties. This Agreement may be modified only by a written instrument signedby an authorized representative of each party. Licensee may assign this Agreement if all of substantially allof Licensee’s business or assets are purchased or restructured (including by acquisition or merger),provided that: (i) Licensee may not, without Licensor’s prior written consent, assign to a successor-of-interest that is (or is owned or controlled directly or indirectly by) a competitor to Licensor’s business or is inlitigation or legal dispute with Licensor. Otherwise, neither party may assign this Agreement without thepermission of the other. In the event that any provision of this Agreement is for any reason void orunenforceable in any respect, such provision shall be without effect to the extent of the voidness orunenforceability without affecting such provision in any other respect and without affecting any otherprovision. No action, regardless of form, arising out of this Agreement may be brought by either party morethan one year after the cause of action has been or reasonably should have been discovered, or, in thecase of an action for nonpayment, more than two years after the date the last payment was due. ShouldLicensee have any questions concerning this Agreement, or if Licensee desire to contact executivemanagement of Licensor for any reason, please contact Licensor by email at:[email protected]



SUPPORT PROCESSES1. SELF HELP OPTIONS: Many self-help tools are available to users of the SpendManagerPro™ and

ProRFx®. These tools are listed below, indicating responsibility for maintenance.

• Self-Help. From within the SpendManagerPro™ and ProRFx® applications, users can access a helpmenu. Content of these help pages are maintained by the subject matter experts who will use the ChangeManagement process for updates.

• Licensee site (optional). This site, maintained by the Licensee, provides information on Licensee businessprocesses as well as links to information on tips, contact information, policies, training and forms.

• SpendManagerPro™ and ProRFx® Training Materials. In addition to the materials received duringtraining, users can find instructional training videos. This site is maintained by Licensor.

2. LICENSOR CUSTOMER SERVICE CENTER (“CSC”) AVAILABILITY: The Licensor CSC is open at thefollowing times (excluding Licensor and national holidays) for support to LICENSEE Tier I SupportPersonnel:

• Monday through Friday, 8:00 a.m. to 5:00 p.m. EST.• Monday through Friday, 8:00 a.m. to 5:00 p.m. CST.• Monday through Friday, 8:00 a.m. to 5:00 p.m. PST.

3. REQUESTS AND INCIDENT REPORTING: Licensee End Users shall request support and reportincidents by contacting Licensee Tier 1 support. For more complex support of the SITE, Licensee Tier 1support personnel may escalate the incident to Licensor Tier 2 support. Licensor Tier 2 support personnelmay deem it necessary to escalate incident to Licensor Tier 3 support which usually involves certifiedsystems engineers.

If the incident is time-sensitive, Licensee Tier 1 support should create a trouble ticket and mark as“EMERGENCY” followed by a phone call to Licensor Tier 2 support. Licensee Tier 1 support will resolvecommon, simple incidents and requests whenever possible.

All incidents and requests reported through Licensor Tier 2 support will involve opening a ticket andgathering user information and information about the incident or request needed for initial diagnosis andclassification. Based on the diagnosis, the Licensor Tier 2 support representative will determine the mostqualified person for resolution and confirm the priority level based on the impact and urgency of the incidentor request.

4. AFTER HOURS/WEEKEND INCIDENT REPORTING: Incidents or outages that occur outside of the hourslisted above should be reported to Licensor Tier 2 support by creating a trouble ticket. Licensee Tier 1support personnel calling “After Hours” will hear a pre-recorded after hours telephone message instructingthem to do one of the following:

• Press 0 to leave voice mail message with details to be addressed the next business day• Press 3 to report an outage or emergency service disruption

By selecting 3, the Licensee Tier 1 support personnel will be forwarded to the Licensor Tier 3 supportpersonnel On-Call.



SECURITY1. COMPLIANCE: The Parties agree to comply with all Federal, State, and local laws as well as all policies

established by the Licensor and Licensee.

ANNUAL REVIEW1. SERVICE LEVEL AGREEMENT: This Agreement shall be reviewed annually. Prior to the annual review,

modifications to the service level agreement may only be made if mutually agreeable to both sides. Anymodifications will be included in a written amendment to this agreement signed by both parties. Theimplementation of any changes will occur thirty (30) days after agreement has been reached.

TERMINATION1. TERMINATION CLAUSE: Either party may terminate this agreement by providing written notification to the

other party ninety (90) days in advance of termination.



EXHIBIT ESUPPORT PLAN

This Agreement sets forth the terms and conditions under which Licensor will provide Licensee certain technicalsupport services (the “Support Services”). Upon payment of the applicable Support Fees (defined below), Licensorwill provide Licensee the Support Services described in this Agreement (the “Guidelines”, which are subject to theterms and conditions of this Agreement). The scope of the Support Services will vary based on the level of supportpurchased. The Support Services are subject to the following terms and conditions:

1. DEFINITIONS.

1.01 “Support Products” shall mean those products as defined in Exhibit “D” – SLA.

1.02 “Site” shall mean LICENSOR’s Internet based sourcing and procurement-through-to-payment solutions,through various web site domains including but not limited to K12Buy.com, ProcurementRx.com,StandardProcurement.com, SpendManagerPro.com, ProRFx.com, and World Procurement® Vendor Portal alongwith certain proprietary software (collectively, the “SITE”).

1.03 “Software” shall mean the application component of the Supported Product.

1.04 “Hardware” shall mean the appliance on which the Software is installed and runs.

1.05 “Support Plan Level” shall mean the level of support specified in one or more of the following documents: (i)Licensor Support Plan, (ii) invoice from Licensor to Licensee, or (iii) executed sales quotation between Licenseeand Licensor, or (iv) a purchase order from Licensee to Licensor.

1.06 “Pre-Deployment Phase” shall mean the initial preparation, or set-up, phase of the Support Products and shallinclude Kickoff and System Training.

1.07 “Deployment Phase” shall mean the functional deployment of the Supported Products and shall includeLocation Setup, Workflow Development, Catalog Creation, Licensee System Integration, and functional testing.

1.08 “Training Phase” shall mean the period of time in which Licensee End Users are trained.

1.09 “Go-Live Phase” shall mean the initial two (2) week period of production usage.

1.10 “Production Phase” shall mean the production usage of the Supported Products during the term of theSoftware License Agreement.

1.11 “Normal Business Hours” shall mean those hours between 8am-5pm of the Licensee’s Time Zone.

1.12 “Priority Definitions” are defined below, based on one or more of the bulleted conditions:Standard (target resolution - 3 days)

• Single user affected.• IT Resource is available with degraded performance and/or is difficult to use.• User requests general information, service or consultation.



Urgent (target resolution - 1 day)• Small group of users directly affected.• IT Resource is available with degraded performance and/or is difficult to use.

Critical (target resolution - 4 hours)• Multiple users or departments are directly affected.• Incident has serious impact on critical tasks and no workaround is available• IT Resource cannot function as designed and installed.

Emergency (target resolution - 1 hour)• Entire Licensee site or multiple agencies/departments affected.• Core business process cannot be carried out.

2. SUPPORT FEES.LICENSEE agrees to pay for support services a defined in the following schedule. Support must be prepaid whereapplicable.

Customary Tier 2 support: INCLUDED with Standard Subscription.• Licensee receives regularly scheduled software updates• 24x7 Offsite Emergency; phone and email support• 24x7 Offsite Critical; phone and email support• Offsite Urgent; phone and email support during Normal Business Hours• Offsite Standard; email support during Normal Business Hours

Premium Tier 2 support: $80.00USD per day.• Adds 24x7 Offsite Urgent; phone and email support to Customary Tier 2 support.• Adds 24x7 Offsite Standard; email support

Onsite Tier 1&2 support: $125.00USD per man-hour, during Normal Business Hours, $225.00USD per houroutside of Normal Business Hours. Minimum 40 hours per week.

• Licensee receives regularly scheduled software updates• 24x7 Onsite Emergency; phone and email support• 24x7 Onsite Critical; phone and email support• 24x7 Onsite Urgent; phone and email support• 24x7 Onsite Standard; phone and email support• Licensee provides; suitable work-area, desk (in very good condition), chair(in very good condition), phone,computer (in very good condition with then current Windows operating system and Browser), high-speedinternet connectivity with Licensor and Supplier sites.

8. LICENSOR OBLIGATIONS.

Licensor’s obligations under this Support Agreement are as follows:

8.1 Licensor shall assist Licensee in the use of the licensed software.

8.2 Licensor shall perform troubleshooting in conjunction with Licensee, with the cooperation of Licenseeappropriate for the level of support to which Licensee has subscribed.

8.3 Licensor shall use its best efforts to fix bugs encountered in the use of the licensedsoftware. A "bug" is so designated when it can be verified by Licensor when the product doesnot perform according to Licensor’s specifications. Licensor’s obligations are limited to providing Licensee with arevised version of the licensed software in which the bug is fixed.



8.4 Licensor shall provide periodic upgrades and enhancements for its software to Licensee at no additional charge.

8.5 Licensor shall offer periodic Web-Ex training free of charge to help Licensee Tier 1 support personnel masterthe skills necessary to perform Tier 1 support and to use features of periodic upgrades and enhancements.

8.6 Licensor shall be responsible for providing the following resources during Normal Business Hours of the Pre-Deployment Phase:

• Project Champion – Shall provide executive oversight and support• Project Manager – Shall provide resources, information, and oversight necessary toimplement project• Professional Services Representation – Custom and Integration development.• Trainer – Shall provide ‘Train-the-Trainer’ support.• Customer Support Representation – Shall provide introduction and representation to Licensor Tier 2Customer Support.

8.7 Licensor shall be responsible for providing the following resources during Normal Business Hours of theDeployment Phase:

• Project Champion – Shall provide executive oversight and support• Project Manager – Shall provide resources, information, and oversight necessary toimplement project• Professional Services Representation – Custom and Integration development.• Trainer – Shall provide ‘Train-the-Trainer’ support.• Customer Support Representation – Shall provide introduction and representation to Licensor Tier 2Customer Support.

8.8 Licensor shall be responsible for providing the following resources during Normal Business Hours of theTraining Phase:

• Professional Services Representation – Custom and Integration development.• Trainer – Shall provide ‘Train-the-Trainer’ support.• Customer Support Representation – Shall provide introduction and representation to Licensor Tier 2Customer Support.

8.9 Licensor shall be responsible for providing the following resources during Normal Business Hours of the Go-Live Phase:

• Professional Services Representation – Custom and Integration development.• Trainer – Shall provide ‘Train-the-Trainer’ support.• Customer Support Representation – Shall provide representation to Licensor Tier 2 Customer Support.

9.0 Licensor shall be responsible for providing the following resources during Normal Business Hours of theProduction Phase:

• Customer Support Representation – Shall provide representation for Licensor Tier 2 Customer Support.

9. LICENSEE OBLIGATIONS.

LICENSEE's obligations under this Support Agreement are as follows:

9.1 Licensee shall cooperate with Licensor personnel in performing diagnostic procedures and communicatinginformation in order to facilitate troubleshooting.



9.2 Licensee shall cooperate with Licensor personnel in testing updated versions of the software to determinewhether a given problem has been solved.

9.3 Licensee shall cooperate with Licensor personnel in implementing workarounds intended to reduce the criticalityof a given problem.

9.4 Licensee shall make available, on an as-needed basis, an Internet connection or equivalent that Licensorpersonnel can use to access a given unit for purposes of performing their support functions.

9.5 When a problem reported by Licensee has been fixed by a later version of the software for the licensed product,Licensee shall upgrade to the later version. Licensor has no obligation to maintain back-level versions of software.

9.6. Licensee shall designate a person or persons as Licensee’s Tier 1 support personnel and ensure that suchpersonnel are qualified to perform Tier 1 support functions. Licensor may require Licensee’s Tier 1 supportpersonnel to attend Licensor training at the Licensor facility at a fee to be determined by Licensor.

9.7 Licensee shall be responsible for providing the following resources during Pre-Deployment Phase:• Project Champion – Shall provide executive oversight and support• Project Manager – Shall provide resources, information, and oversight necessary to implement project• Systems Administrator (2) – required during training, roll-out, and Go-Live phases• Trainers – Shall be trained for the purpose of delivering training to users during roll-out• Internal Customer Support – Shall act as Tier1 Customer Support for Licensee End Users.

9.8 Licensee shall be responsible for providing the following resources during Deployment Phase:• Project Champion – Shall provide executive oversight and support• Project Manager – Shall provide resources, information, and oversight necessary to implement project• Systems Administrator (2) – required during training, roll-out, and Go-Live phases• Trainers – Shall be trained for the purpose of delivering training to users during roll-out• Internal Customer Support – Shall act as Tier1 Customer Support for Licensee End Users.

9.9 Licensee shall be responsible for providing the following resources during Training Phase:• Project Manager – Shall provide resources, information, and oversight necessary to implement project• Systems Administrator (2) – required during training, roll-out, and Go-Live phases• Trainers – Shall be trained for the purpose of delivering training to users during roll-out• Internal Customer Support – Shall act as Tier1 Customer Support for Licensee End Users.

9.91 Licensee shall be responsible for providing the following resources during Go-Live Phase:• Project Manager – Shall provide resources, information, and oversight necessary to implement project• Systems Administrator (2) – required during training, roll-out, and Go-Live phases• Trainers – Shall be trained for the purpose of delivering training to users during roll-out• Internal Customer Support – Shall act as Tier1 Customer Support for Licensee End Users.

9.92 Licensee shall be responsible for providing the following resources during Production Phase:• Systems Administrator (2) – required during training, roll-out, and Go-Live phases• Internal Customer Support – Shall act as Tier1 Customer Support for Licensee End Users.

10. TERM.

Licensee shall keep this Support Agreement in effect continuously from time of original purchase. This SupportAgreement terminates with termination of Software License Agreement or if it is allowed to lapse for longer than 30



days due to non-payment of the support fee. In the event of a lapse or non-renewal of support, Licensee mayreinstate the Support Agreement by paying Licensor the pro-rated support fee that would have been due under thisSupport Agreement from the date of lapse to the date of reinstatement, plus the renewal charge described in Article2. Upon payment of the renewal charge and support fees for the period of lapse, Licensor shall provide Licenseewith the support, including releases, to bring the software up to the current version.

11. WARRANTY.

11.1 Licensor warrants that it will perform its obligations hereunder in a good workmanlike manner.

11.2 APART FROM THE WARRANTY IN ARTICLE 11.1 HEREOF, LICENSOR MAKES NO WARRANTIES,EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTY OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL GCOM BE LIABLE FOR CONSEQUENTIALOR INCIDENTAL DAMAGES, EVEN IF GCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE,OR THE WARRANTIES AND REMEDIES PROVIDED UNDER THIS AGREEMENT ARE DEEMED TO HAVEFAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT WILL LICENSOR’S TOTAL LIABILITY IN ANYACTION OR PROCEEDING EXCEED THE AMOUNTS THAT GCOM HAS RECEIVED FROM LICENSEE UNDERTHIS AGREEMENT.

12. GOVERNING LAW; JURISDICTION AND VENUE.

12.1 The validity, interpretation, construction and performance of this Agreement shall be governed by the laws ofthe State of Florida. The state courts of Marion County, Florida shall have exclusive jurisdiction and venue over anydispute arising out of this Agreement, and Licensee hereby consents to the jurisdiction of such courts.

12.2 Should any dispute between the parties arise regarding the interpretation, application or enforcement of any ofthe terms of this Agreement, and such dispute cannot be resolved by the parties within thirty (30) days after eitherparty hereto notifies the other of its desire to seek a ruling from the courts in Marion County, Florida.

13. INDEMNIFICATION.

13.1 LICENSOR Indemnification. LICENSOR shall indemnify, defend and hold harmless LICENSEE and itssuccessors, assigns, employees, agents and representatives from and against any and all liabilities, claims, losses,damages and expenses (including reasonable attorneys’ fees) suffered or incurred by LICENSEE in connectionwith (i) any breach or alleged breach of any of LICENSOR’s representations and warranties hereunder; or (ii) anyallegation of gross negligence or intentional misconduct by LICENSOR or its employees or agents. However,LICENSOR shall not acquiesce to any judgment or enter into any settlement that adversely affects LICENSOR’srights or interests without prior written consent of LICENSEE. LICENSEE shall; (1) promptly notify LICENSOR ofany such claim of which it becomes aware; (2) at LICENSOR’s expense, provide reasonable cooperation toLICENSOR in connection with the defense or settlement of any such claim; and (3) at LICENSEE’s expense, beentitled to participate in the defense of any such claim.

13.2 LICENSEE Indemnification. LICENSEE shall indemnify, defend and hold harmless LICENSOR and itssuccessors, assigns, employees, agents and representatives from and against any and all liabilities, claims,losses, damages and expenses (including reasonable attorneys’ fees) suffered or incurred by LICENSOR inconnection with (i) any breach or alleged breach of any of LICENSEE’s representations and warranties



hereunder and in accordance with sovereign immunity limitations set forth by Florida Statute; (ii) any allegation ofgross negligence or intentional misconduct by LICENSEE or its employees or agents; (iii) LICENSEE’s failure tofulfill any order placed through SITE, except as may be caused by LICENSOR’s failure to notify LICENSEE ofsuch order; (iv) any third party claim relating to a PRODUCT, whether manufactured or provided by LICENSEEor its suppliers; or (v) any third party claim that any of the PRODUCT information or LICENSEE’s MARKS (A) isfalse, misleading, obscene or inaccurate, (B) constitutes a defamation, an invasion of the right of privacy orpublicity, or an infringement of the copyright, trademark or other intellectual property right of such third party, (C)violates any law, rule or regulation, or (D) violates any other rights of such third party or any other person orentity. However, LICENSEE shall not acquiesce to any judgment or enter into any settlement that adverselyaffects LICENSOR’s rights or interests without prior written consent of LICENSOR. LICENSOR shall; (1)promptly notify LICENSEE of any such claim of which it becomes aware; (2) at LICENSEE’s expense, providereasonable cooperation to LICENSEE in connection with the defense or settlement of any such claim; and (3) atLICENSOR’s expense, be entitled to participate in the defense of any such claim.

14. ATTORNEYS FEES.

14.1 In any action or proceeding to enforce the terms of this Agreement or to redress any violation of thisAgreement, the prevailing party shall be entitled to recover as damages its attorney’s fees and costs incurred,whether or not the action is reduced to judgment. For the purposes of this provision, the “prevailing party” shall bethat party who is successful with regard to the main issue, even if that party did not prevail on all issues.

15. MISCELLANEOUS.

15.1 This Agreement constitutes the entire agreement with respect to its subject matter between the parties heretoand may be amended or modified only by a written document signed by both parties. THE TERMS ANDCONDITIONS OF THIS AGREEMENT AND THE CUSTOM QUOTE SHALL TAKE PRECEDENCE OVER ANYTERMS AND CONDITIONS INCLUDED IN ANY PURCHASE ORDERS, ACKNOWLEDGMENTS, OR SIMILARFORMS ISSUED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND ANY SUCH TERMSINCLUDED IN SUCH FORMS SHALL BE NULL AND VOID AND WITHOUT EFFECT.

15.2 This Agreement becomes effective on the date upon which it is signed by both parties and has a term of oneyear. This Agreement shall be automatically renewed for additional terms of one year at the then-current supportfees (as of the date of expiration of existing support) unless Licensor or Licensee has notified the other party atleast sixty (60) days in advance of such expiration of its desire not to renew support. At any time following theexpiration of the first year of support, Licensor may change the annual support fee. The annual support fee willnot be increased by more than 10% per year from the original date of the agreement.

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