Version: APRIL 1, 2020

SOLACE CORPORATION

LICENCE AGREEMENT FOR SOLACE SOFTWARE

THIS LICENCE AGREEMENT and any documents expressly referred to in this agreement
(the “Agreement”) between SOLACE CORPORATION, a company incorporated under
the laws of the Province of Ontario (“SOLACE”) and licensee, the party identified
in the Order (as defined below) or that otherwise accepts this Agreement (the
“Licensee”) (together the “Parties”, and each a “Party”), is made
on the Effective Date (as defined below).

BY ACCEPTING THE TERMS OF THIS AGREEMENT, EITHER BY: A) ACCEPTING THE AGREEMENT
ONLINE, B) SIGNING THE ORDER (AS DEFINED BELOW) WHICH REFERENCES THIS AGREEMENT,
OR C) INSTALLING OR USING THE SOFTWARE AFTER BEING MADE AWARE OF THIS AGREEMENT,
THE LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD ALL OF THE PROVISIONS,
AND HAS THE AUTHORITY TO AGREE TO, AND IS CONFIRMING THAT IT IS AGREEING TO,
COMPLY WITH AND BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN,
TOGETHER WITH THE TERMS SET FORTH IN ANY ORDER. IF, AFTER READING THIS AGREEMENT,
THE LICENSEE DOES NOT ACCEPT OR AGREE TO THE TERMS AND CONDITIONS CONTAINED
HEREIN, THE LICENSEE SHALL NOT INSTALL OR USE THE SOFTWARE.

IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY THEN YOU HEREBY REPRESENT
AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED
TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY,
AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS
AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

1            INTERPRETATION

1.1 Definitions. In this Agreement the following terms shall have the following
meanings:

“Core” means (i) a single physical processor core or hyper-thread when Solace
PubSub+ software is deployed on either a bare-metal server or a cloud or virtualization
environment that presents physical cores to the software, and (ii) a single
virtual core when deployed in a cloud or virtualization environment that presents
virtual cores to the VMR.

“Documentation” means the documentation made accessible by SOLACE via a
URL provided to
Licensee.

“Order” means (i) an electronic form provided by SOLACE on its website for
ordering Software Subscriptions, Professional Services, and/or Support and Maintenance
Services, or (ii) a written document, including a Licensee purchase order, executed
by SOLACE and Licensee pursuant to which Licensee purchases of Software Subscriptions,
Professional Services, and/or Support and Maintenance Services from SOLACE.

“Products” means the Software, Documentation, Support and Maintenance Services,
Professional
Services and other products and services that are ordered by Licensee from SOLACE.
“Software” means the SOLACE software product(s) described in an Order.
“SOLACE Quotation” means SOLACE’s sales quotation document provided by
SOLACE to a prospective customer which sets out the fees for SOLACE’s Products.

“Subscription” means the right granted by SOLACE to Licensee to install
and use the Software in accordance with the terms of this Agreement and the
applicable Order, for the Subscription Term specified in the applicable Order.

“Subscription Fee” means the fee payable by Licensee for a Subscription
in accordance with the terms hereof and the applicable Order.

“Subscription Term” means the period of time that Licensee is authorized
by SOLACE to install and use the Software (including the Documentation).

“Support and Maintenance Services” means the support services provided by
SOLACE for the
Software in accordance with the Support and Maintenance Terms.

“Support and Maintenance Terms” means SOLACE’S policies, terms and conditions
for the provision of Support and Maintenance Services to its customers, a copy
of which is available on the SOLACE website at https://solace.com/support.

“Statement of Work” or “SOW” shall mean a statement of work in the form
attached hereto as Schedule B pursuant to which the parties agree upon the Professional
Services to be provided by SOLACE to Licensee, the fees to be charged, milestones,
deliverables and such other terms and conditions as the parties may agree upon.

1.2 Currency. Unless otherwise specified, all dollar amounts in this Agreement,
including the symbol
“$”, refer to United States currency.

2	LICENSE GRANT

2.1	General License to Software.

(a) Provided Licensee complies with this Agreement, SOLACE hereby grants to
Licensee a non-exclusive, non-sublicensable (except as permitted in accordance
with Section 2.6 below), non-transferable, license, during the term of this
Agreement, to install and use the Software in object code form during the applicable
Subscription Term for the number of Cores specified in the Order, solely for
the Licensee’s internal business purposes and in accordance with the terms
of this Agreement.

(b) If Licensee requires a license from SOLACE to enable Licensee to bundle
or otherwise make available a Product with Licensee’s own software, such bundling
will be pursuant to separate terms to be agreed.

2.2 Documentation. Provided Licensee complies with this Agreement, Licensee
may reproduce the Documentation, for use on an internal basis only, and solely
in support of the Licensee’s licensed use of the Software. Distribution of
the Documentation outside of Licensee is prohibited without
the express written permission of SOLACE. Licensee must reproduce all copyright
and other proprietary notices that are on the original copy of the Documentation.

2.3 Back-up Copy. In addition to the number of copies of the Software installed
and used pursuant to Section 2.1 and paid for in accordance with Section 5,
Licensee may make one copy of each licensed Product per Subscription solely
for back-up purposes, provided that Licensee reproduces all copyright and other
proprietary notices that are on the original copy of the Software and such back-up
copy is not installed or used other than for back-up and recovery purposes.
Back-up copies that are used as part of a live or ‘hot’ back-up will be
subject to additional fees.

2.4 Use Restrictions. Licensee will not: (a) reverse engineer, disassemble,
decompile, or translate the Software (other than Sample Applications), or otherwise
attempt to derive the source code version of the Software, except if and only
to the extent expressly permitted by applicable law, and provided that Licensee
first approaches SOLACE and seeks permission in writing; (b) except as expressly
permitted in this Agreement, rent, lease, loan or otherwise in any manner provide,
transfer or distribute the Products or any part thereof to any third party;
(c) use the Software in violation of applicable laws; (d) circumvent any user
limits or other license timing or use restrictions that are built into the Software;
and (e) except as expressly permitted in this Agreement, reproduce, distribute,
publicly perform, publicly display or create adaptations or derivative works
of or based on the Products.

2.5 Publicly Available Software. Portions of the Software include software programs
that are distributed by SOLACE pursuant to the terms and conditions of a license
granted by the copyright owner of such software programs and which governs Customer’s
use of such software programs (“Publicly Available Software”). The Licensee’s
use of Publicly Available Software in conjunction with the Software in a manner
consistent with the terms of this Agreement is permitted, however, the Licensee
may have broader rights under the applicable license for Publicly Available
Software and nothing contained herein is intended to impose restrictions or
limitations on the Licensee’s use of the Publicly Available Software. The
warranty, indemnity and limitation of liability provisions in this Agreement
will apply to all of the Software, including Publicly Available Software included
in the Software. Copies of such Publicly Available Software license agreements
are available by contacting Licensor at support@solace.com. The source code
for certain portions of the Publicly Available Software included in the Software
(as specified in the copyright notices) is available by contacting SOLACE at
support@solcae.com within a three (3) year period from the original date of
receipt of the applicable Software or Adapter and for a fee that shall not exceed
Licensor' costs associated with the shipping of such software source code.

2.6 Sub-licensing. Any sub-licensing of the Software under this Agreement must
be expressly authorized by SOLACE pursuant to an Order or otherwise in writing.
Any attempt by Licensee to sub-license or otherwise transfer the Products to
a third party in breach of this restriction will be void. Any sub-licensing
that may be permitted under this Agreement by SOLACE will be subject to such
sub-licensee agreeing to substantially similar restrictions and obligations
set out in this Agreement. Licensee will be fully liable for any breach by a
sub-licensee of any restriction or
obligation, and SOLACE may bring a Claim against Licensee if SOLACE suffers
any Losses arising from such breach.

2.7	Evaluation Licenses.

(a) If the Software provided to Licensee under this Agreement is designated
by SOLACE in an Order or otherwise as an evaluation release (indicated by terms
such as “pre- commercial”, “alpha,” “beta,” “trial,” “draft,”
“early access,” “EA” or “evaluation”) (each an “Evaluation Software
Release”), Licensee will have the limited right under this Agreement to download
and install the Software on the number of Cores identified in the Order or,
if not identified, one Core, for the Licensee’s internal and non-commercial
evaluation of the Software.

(b) Licensee acknowledges that the Evaluation Software Release may not meet
performance and compatibility standards of a production version. The Evaluation
Software Release may not operate correctly, may be substantially modified by
SOLACE prior to first commercial shipment, and may be withdrawn completely and
never issued for commercial use.

(c) If Licensee desires other rights for the Evaluation Software Release, Licensee
must request from SOLACE a commercial release of the Software.

(d) The limited use license granted in subsection (a) will automatically expire
on the earlier of: (i) the date when the Software is made available to Licensee
as a commercially available product, and (ii) the date specified in the Order
or, if no such date is identified in the Order, the date that is 30 days after
the date of delivery or provision of the Evaluation Software Release to Licensee.
Following license expiry Licensee will permanently delete or otherwise purge
such Evaluation Software Release from Licensee’s systems and, if requested
by SOLACE, certify the same.

2.8 License of APIs. Provided Licensee complies with this Agreement and any
terms that SOLACE provides, SOLACE grants to Licensee a non-exclusive, royalty
free license, during the term of this Agreement, to download, install and use,
the applicable application programming interfaces that may be made available
by SOLACE with the Software (“APIs”) solely to create interfaces between
the Software and the Licensee’s software or third party software on Licensee’s
systems.

2.9	License to Sample Applications.

(a) SOLACE may, in its sole discretion, provide certain sample Software in source
code or object code form for the purposes of demonstrating certain features
enabled by the Software, including demonstrating to Licensees how to build applications
using APIs, and for use by Licensees with such APIs (each, a “Sample Application”).

(b) Whether provided separately or together with other Software, if SOLACE provides
such Sample Application to Licensee, then SOLACE hereby grants to Licensee a
non- sublicensable, non-transferable, non-exclusive, revocable license, to install
such Sample Application for Licensee’s evaluation for the same duration as
the Software with which
delivery of the Sample Application.

3	OPTIONAL SERVICES AND SUPPORT

3.1 Optional Services. Licensee acknowledge that certain optional services,
such as training, integration and development services may be provided by SOLACE
in association with the Products, and access to such services will be provided
only pursuant to a Statement of Work executed by SOLACE and Licensee and may
include separate and additional fees.

3.2	Support.

(a) Provided Licensee complies with this Agreement, SOLACE will provide Support
and Maintenance Services the Software in accordance with SOLACE’s then standard
Support and Maintenance Terms. The level of support will be dependent on whether
Licensee has procured either the ‘Premium Support Plan’ or ‘Standard Support
Plan’ defined in SOLACE’s Support and Maintenance Terms and as specified
in the applicable Order.

(b) SOLACE may enhance such standard Support and Maintenance Services from time
to time in its discretion.

(c) For greater clarity, SOLACE’s then standard Support and Maintenance Terms
do not apply to Evaluation Software Releases, Sample Applications or any free
versions of the Software that may be made available. SOLACE may make available
support related information on a free basis for such Software on its publicly
accessible website or otherwise, and such support related information will,
for greater clarity, be subject to the limitations and exclusions in this Agreement.

4	PROPRIETARY RIGHTS

4.1 Intellectual Property Rights. In this Agreement “Intellectual Property
Rights” means: (a) any and all proprietary rights anywhere in the world provided
under: (i) patent law; (ii) copyright law (including moral rights); (iii) trademark
law; (iv) design patent or industrial design law; or (v) any other statutory
provision or common law principle applicable to this Agreement, including trade
secret law, that may provide a right in either hardware or information generally
or the expression or use of such hardware or information; (b) any and all applications,
registrations, licenses, sub- licenses, franchises, agreements or any other
evidence of a right in any of the foregoing. Except for the licenses expressly
granted herein, othing in this Agreement or the provision of the Products conveys
or otherwise provides to Licensee title, interest or any Intellectual Property
Rights in or to: (a) the Products, or (b) know-how, ideas, or any other subject
matter protectable under laws applicable to Intellectual Property Rights of
any jurisdiction. As between Licensee and SOLACE, SOLACE and its affiliates
and licensors are the sole and exclusive owners of the Products, including Intellectual
Property Rights therein.

4.2 Feedback. Licensee is encouraged to provide to SOLACE suggestions, comments
and feedback related to the Products (including reporting bugs) (the “Feedback”).
Licensee hereby grants to SOLACE a license to use, copy, distribute, modify
or otherwise adapt, incorporate into any software and documentation, including
the Products, and sublicense, without attribution or compensation to Licensee,
all Feedback which SOLACE receives or otherwise obtains from
or will cause all moral rights to be waived in any Feedback.

4.3 Third Party Licenses. The Software may contain or require third party software
that is licensed under third party terms. SOLACE may direct Licensee to such
third party terms, and in some instances the Software cannot be used or further
distributed without Licensee’s acceptance of such terms. Any failure of Licensee
to agree to the terms applicable to such third party software may undermine
certain functionality of or prevent Licensee from using the Software.

4.4	Open Source Software.

(a) Licensee will not represent to third parties, or use any third party software
or code in conjunction with: (i) the Software; or (ii) any software, products,
documentation, content or other materials developed using the Software, in such
a way that: (A) creates, purports to create or has the potential to create,
obligations for SOLACE with respect to the Software; or (B) grants, purports
to grant, or has the potential to grant to any third party any rights to or
immunities under any Intellectual Property Rights of SOLACE, as such rights
exist in or relate to the Products.

(b) Licensee will not use any Software in any manner, including through incorporation,
linking, distribution or otherwise, that will cause any Products and any Intellectual
Property Rights therein to become subject to any encumbrance or terms and conditions
of any third party or open source license, including any open source license
listed on http://www.opensource.org/licenses/alphabetical (each an “Open Source
License”).

(c) The restrictions, limitations, exclusions and conditions referred to under
subsection (b) will apply even if SOLACE becomes aware of or fails to act in
a manner to address any violation or failure to comply therewith. No act by
SOLACE that is undertaken under this Agreement in respect to any Products will
be construed as intending to cause any Intellectual Property Rights that are
owned or controlled by SOLACE or any of its affiliates (or for which SOLACE
or any of its affiliates has received license rights) to become subject to any
encumbrance or terms and conditions of any Open Source License.

4.5 Use of Name and Logo. Licensee will not display or make any use of SOLACE’s
or its affiliates’
names, marks or logos without the prior written approval of SOLACE.

5	FEES AND TAXES

5.1 Fees. Licensee shall pay the applicable Subscription Fees and support fees
specified in the applicable Order. Except as otherwise specified herein or in
an Order, Subscription Fees are based on Subscriptions purchased and not actual
usage. Subscription Fees paid are refundable if the number of Subscriptions
purchased are decreased during the relevant Subscription Term.

5.2 Invoices and Payment. Subscription Fees will be invoiced in advance and
otherwise in accordance with the relevant Order. All invoices issued by SOLACE
are due and payable within 30 days of the invoice date unless otherwise agreed
in an Order. Licensee will be responsible for any and all
sales, use, excise, import, value-added, services, consumption, and other taxes
assessed on the receipt of the Products, and any related services as a whole.

5.3 Overdue Charges. Any payment not received from Customer by the due date
may accrue (except with respect to charges then subject to a reasonable and
good faith dispute), at Licensor' discretion, late charges at the rate of 1.5%
of the outstanding balance per month (19.57% per annum), or the maximum rate
permitted by law, whichever is lower, from the date such payment was due until
the date paid.

6	CONFIDENTIALITY

6.1	Definition of Confidential Information.

In this Agreement “Confidential Information” of a Party means any information
of a Party (including in respect to SOLACE any of its affiliates, licensors,
customers, employees or subcontractors) (the “Disclosing Party”), whether
oral, written or in electronic form, which has or will come into the possession
or knowledge of the other Party (the “Receiving Party”) in connection with
or as a result of entering into this Agreement that can reasonably be considered
to be confidential in the circumstances of disclosure or which is designated
as confidential. The Products, any performance information, service levels,
support terms, and results of testing of the Software, and the terms of this
Agreement are Confidential Information of SOLACE. Notwithstanding the foregoing,
“Confidential Information” does not include information that is:

(a) publicly available when it is received by or becomes known to the Receiving
Party or that subsequently becomes publicly available other than through a direct
or indirect act or omission of the Receiving Party (but only after it becomes
publicly available);

(b) established by evidence to have been already known to the Receiving Party
at the time of its disclosure to the Receiving Party and is not known by the
Receiving Party to be the subject of an obligation of confidence of any kind;

(c) independently developed by the Receiving Party without any use of or reference
to the Confidential Information of the Disclosing Party as established by evidence
that would be acceptable to a court of competent jurisdiction;

(d) received by the Receiving Party in good faith without an obligation of confidence
of any kind from a third party who the Receiving Party had no reason to believe
was not lawfully in possession of such information free of any obligation of
confidence of any kind, but only until the Receiving Party subsequently comes
to have reason to believe that such information was subject to an obligation
of confidence of any kind when originally received; or

(e)         Feedback provided by Licensee or a representative of Licensee.

6.2	Confidentiality Obligations.

(a) Each Party will, in its capacity as a Receiving Party: (i) not use or reproduce
Confidential Information of the Disclosing Party for any purpose, other than
as may be reasonably necessary for the exercise of its rights or the performance
of its obligations set out in this
Agreement; and (ii) not disclose, provide access to, transfer or otherwise make
available any Confidential Information of the Disclosing Party to any third
party except as expressly permitted in this Agreement.

(b) Each Party may, in its capacity as a Receiving Party, disclose Confidential
Information of the Disclosing Party: (i) if and to the extent required by a
governmental authority or otherwise as required by applicable law, provided
that the Receiving Party must first give the Disclosing Party notice of such
compelled disclosure (except where prohibited by applicable law from doing so)
and must use commercially reasonable efforts to provide the Disclosing Party
with an opportunity to take such steps as it desires to challenge or contest
such disclosure or seek a protective order. Thereafter, the Receiving Party
may disclose the Confidential Information of the Disclosing Party, but only
to the extent required by applicable law and subject to any protective order
that applies to such disclosure; and (ii) to: (A) its accountants, internal
and external auditors and other professional advisors if and to the extent that
such persons need to know such Confidential Information in order to provide
the applicable professional advisory services relating to the Receiving Party;
and (B) employees of the Receiving Party and its subcontractors if and to the
extent that such persons need to know such Confidential Information to perform
their respective obligations under this Agreement;

provided that any such person is aware of the provisions of this Section 6.2
and has entered into a written agreement with the Receiving Party that includes
confidentiality obligations in respect of such Confidential Information of the
Disclosing Party that are no less stringent than those contained in this Section
6.2.

6.3 Consent to Injunctive Relief. Any unauthorized use or disclosure of the
Confidential Information of SOLACE, its affiliates or licensors may cause irreparable
harm and significant injury to SOLACE that would be difficult to ascertain or
quantify; accordingly Licensee agrees that SOLACE will have the right to seek
and obtain injunctive or other equitable relief to enforce the terms of this
Agreement and without limiting any other rights or remedies that SOLACE may
have.

7	WARRANTY AND DISCLAIMER OF WARRANTIES.

7.1 Warranty. SOLACE warrants that the Software will materially comply with
the Documentation during the Subscription Term. If the Software does not materially
conform with the warranty in the prior sentence, provided that Licensee is in
compliance with the terms of this Agreement, and all Subscription Fees are fully-paid
up, SOLACE will provide the support to Licensee in respect to the applicable
Software to the extent set out in SOLACE’s then current Support and Maintenance
Terms, and the provision of support to correct the non-compliance with the warranty
in this Section will be Licensee’s sole and exclusive remedy in the event
of non-compliance with the
warranty in this Section by SOLACE. All other support will be dependent on the
plan procured by
Licensee, as defined in the Support and Maintenance Terms.

7.2	Disclaimers.

(a) EXCEPT AS SET OUT IN SECTION 7.1, THE PRODUCTS AND SUPPORT THAT MAY BE PROVIDED
BY SOLACE UNDER THIS AGREEMENT, IS PROVIDED ‘AS-IS’ AND ‘AS AVAILABLE’.

(b) Except as set out in Section 7.1, the Products and support are without any
additional warranties of any kind, whether express, implied, collateral, statutory
or otherwise. SOLACE does not warrant or make any representations regarding
the use, or the results of the use, of the Products in terms of its correctness,
accuracy, reliability, or otherwise.

(c) SOLACE does not represent or warrant that the functionality of the Products
will meet Licensee requirements, or that the operation of the Products will
be uninterrupted or error-free, or that the Products or any service enabled
by the use of the Software will always be available, or that defects in the
Products will be corrected.

(d) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SOLACE ON ITS OWN
BEHALF AND ON BEHALF OF ITS AFFILIATES AND LICENSOR(S) EXPRESSLY DISCLAIMS ALL
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING ANY IMPLIED WARRANTIES, AND CONDITIONS OF MERCHANTABLE QUALITY, MERCHANTABILITY,
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

(e) Some jurisdictions do not allow the exclusion of implied warranties, so
exclusions in this
Article 7 will apply only to the extent permitted by applicable law.

8	LICENSEE INDEMNITY AND EXCLUSION.

8.1	Licensee Indemnity.

(a) Without limiting SOLACE’s rights and remedies under this Agreement, Licensee
will indemnify, defend and hold SOLACE, its licensors, affiliates or any of
their respective directors, officers, employees or agents (together, the “Solace
Indemnitees”) harmless from and against any and all third party Claims and
Losses incurred or otherwise suffered by each SOLACE Indemnitee arising out
of, resulting from or related to:

(i) any use, reproduction or distribution of the Products (notwithstanding the
restrictions and obligations in this Agreement), as modified or integrated by
Licensee in Licensee application, which causes an infringement or misappropriation
of any Intellectual Property Right, publicity or privacy right of any third
parties arising in any jurisdiction anywhere in the world, except and
solely to the extent such infringement is caused by the unmodified Software,
or portions thereof, as supplied to Licensee by SOLACE under this Agreement;
or

(ii) any use, downloading, distribution, installation, storage, execution, or
transfer of the Products in breach of this Agreement.

(b) SOLACE may enforce the indemnity under this Article 8 on behalf of any or
all of the SOLACE Indemnitees. Licensee may only bring a Claim against SOLACE
and not any SOLACE Indemnitees under this Agreement.

8.2	SOLACE Indemnity.

(a) SOLACE will defend Licensee from and against any and all Claims by a third
party incurred or otherwise suffered by Licensee arising out of, resulting from
or related to a Claim that the Products licensed pursuant to Section 2.1 infringe
or misappropriate third party copyright or patent rights in Canada or the United
States of America, and indemnity Licensee from any damages awarded by a court
of final determination.

(b) Without limitation, Section 8.2 will not be applicable and SOLACE will not
be liable to defend a Claim to the extent that such Claim is based on: (i) Licensee’s
use of the Products after SOLACE notifies Licensee to discontinue using them;
(ii) Licensee combining the Products with non-SOLACE services, products, programs
or data; or (iii) Licensee altering or modifying the Products.

(c) If SOLACE receives information concerning an infringement or misappropriation
Claim related to the Products, SOLACE may, at its expense and without obligation
to do so, either: (i) procure the Intellectual Property Rights or other right(s)
to continue to use the Product; or (ii) replace or modify the Product to make
it non-infringing; or (iii) immediately terminate this Agreement on written
notice to Licensee, in which case SOLACE will refund to Licensee, on a pro-rata
basis, any pre-paid fees in respect to such Product from the date of such termination
to the end of the then current Subscription Term for such Product; and this
Section 8.2(c) states the sole and exclusive remedy of Licensee and the entire
liability of SOLACE for third party infringement claims and actions.

8.3 Indemnification Procedures. Each Party’s obligations under this Article
8 are contingent on all of the following: (i) the Party seeking the indemnity
(the “Indemnified Party”) must notify the other Party (the “Indemnifying
Party”), in a timely manner and in writing of the Claim; (ii) the Indemnified
Party must give the Indemnifying Party sole control over defense and settlement
of the Claim; (iii) the Indemnified Party must provide the Indemnifying Party
with reasonable information and assistance, at the Indemnifying Party’s request,
as needed in defending the Claim (the Indemnifying Party will reimburse the
Indemnified Party for reasonable expenses that the Indemnified Party incurs
in providing that assistance). The Indemnified Party may choose to have its
counsel, monitor or participate in the defense of such a Claim provided that
the Indemnified Party will be responsible for the cost of its own counsel and
the Indemnifying Party’s obligations in this Article 8 do not extend to the
Indemnified Party’s legal costs should it wish to exercise such right. The
Indemnifying Party will not be responsible for any settlement made by the Indemnified
Claim without the Indemnified Party’s prior written consent.

9	LIMITATIONS OF LIABILITY.

9.1	Definition and Limitations of Liability.

(a) In this Agreement: “Claim” means any actual, threatened or potential
civil, criminal, administrative, regulatory, arbitral or investigative demand,
allegation, action, suit, investigation or proceeding or any other claim or
demand; and “Losses” means any and all damages, fines, penalties, deficiencies,
losses, liabilities (including settlements and judgments), costs and expenses
(including interest, court costs, reasonable fees and expenses of lawyers, accountants
and other experts and professionals or other reasonable fees and expenses of
litigation or other proceedings or of any Claim, default or assessment).

(b) SUBJECT TO SECTION 9.1(d), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, UNDER NO CIRCUMSTANCES WILL SOLACE INDEMNITEES BE LIABLE FOR (A) ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; OR (B) ANY
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION, IN EACH CASE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
INCLUDING ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE, THE PRODUCTS;
EVEN IF SUCH DAMAGES WERE FORESEEABLE, AND REGARDLESS OF WHETHER THE SOLACE
INDEMNITIEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) SUBJECT TO SECTION 9.1(d), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL SOLACE INDEMNITEES’ TOTAL AGGREGATE LIABILITY IN RESPECT
OF THIS AGREEMENT, INCLUDING THE PRODUCTS AND ANY SERVICES THAT MAY BE PROVIDED
HEREUNDER, FOR ANY AND ALL LOSSES AND CLAIMS EXCEED THE AMOUNTS PAID TO SOLACE
IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(d) Certain Damages Not Excluded or Limited. NOTWITHSTANDING THE FOREGOING,
SECTIONS 9.1 (b) AND (c) DO NOT APPLY TO (I) DAMAGES ARISING FROM A PARTY’S
BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (II) INDEMNIFICATION CLAIMS,
(III) DAMAGES ARISING FROM INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY
RIGHTS; (IV) ANY CLAIMS FOR NON-PAYMENT, (V) FRAUD OR WILLFUL MISCONDUCT, OR
(VI) BODILY INJURY OR DEATH.

(e) This Article 9 will apply irrespective of the nature of the cause of action,
demand or Claim, including, breach of contract (including fundamental breach),
negligence (including gross negligence), tort or any other legal theory, and
will survive a fundamental breach or breaches of this Agreement or of any remedy
contained herein.

10	TERM AND TERMINATION.
until the expiry of the Subscription Term set out in the Order or the Agreement
terminates in accordance with its terms. Subject to payment of the applicable
Software Fees, Software Subscriptions shall automatically renew for additional
periods equal to the expiring Subscription Term or one (1) year (whichever is
shorter), unless either party gives the other notice of non- renewal at least
thirty (30) days prior to the end of the then-current Subscription Term. The
Subscription Fees during any automatic renewal term will be as set forth in
the applicable Order.

10.2 Termination for Cause. A party may terminate this Agreement for cause (i)
upon 30 days’ written notice to the other party of a material breach if such
breach remains uncured at the expiration of such period, or (ii) if the other
party becomes the subject of a petition in bankruptcy or any other proceeding
relating to insolvency, receivership, liquidation or assignment for the benefit
of creditors.

10.3 Termination by SOLACE. SOLACE may terminate this Agreement for cause with
immediate effect on written notice if Licensee commits a breach of Articles
4 or 5 by Licensee.

10.4 Termination of Sample Application and Evaluation Software Release Licenses
for Convenience by SOLACE. SOLACE may terminate the licenses in respect to the
Sample Applications, Evaluation Software Releases, and any other Products that
may be licensed by SOLACE on a trial basis, at any time for convenience, upon
written notice to Licensee.

10.5 Termination of Licenses of Trial Software. Subject to Section 10.4, if
any Software is licensed for use by a Licensee on a trial basis, the license
to use such Software during a trial period will continue for such duration set
out in an Order.

10.6 Effects of Termination. Upon termination or expiry of this Agreement or
specific licenses granted hereunder for any reason, and without limiting SOLACE’s
other rights or remedies under this Agreement: (a) Licensee must permanently
delete or destroy, or otherwise purge, all copies (electronic or otherwise)
of the applicable Products from Licensee’s systems, and any other Confidential
Information of SOLACE, in Licensee’s possession or control, and, if requested
by SOLACE, certify the same, and the license and other rights granted to Licensee
in this Agreement will terminate; (b) termination or expiration of this Agreement
or an individual Subscription will result in termination of any applicable Support
and Maintenance Services; and (c) Licensee will not receive a return of any
pre-paid fees in respect to the applicable Products, on a pro-rata basis or
otherwise, except where expressly stated in this Agreement.

10.7 Survival. Neither the expiration nor the earlier termination of this Agreement
will release either of the Parties from any obligation or liability that accrued
prior to such expiration or termination. The provisions of this Agreement requiring
performance or fulfilment after the expiration or earlier termination of this
Agreement, including Articles 4, 5, 7, 8, 9, 10, 11, 12, and 13, and such other
provisions as are necessary for the interpretation thereof and any other provisions
hereof, the nature and intent of which is to survive termination or expiration
of this Agreement, will survive the expiration or earlier termination of this
Agreement.

11	AUDIT AND REMEDIATION

11.1 Audit. During the term of this Agreement and for two years thereafter,
SOLACE or any internal or external audit representative acting on behalf of
SOLACE (the “SOLACE Audit Representatives”)
regular business hours and upon reasonable prior written notice to Licensee,
to audit and inspect on a mutually agreed upon date and location any system
or facility or part of a system or facility to which Licensee has downloaded
the Software or is receiving any services (or both) in order to verify the performance
by Licensee of its obligations under this Agreement, including the Licensee’s
usage of the Products in accordance with the restrictions and terms in this
Agreement.

11.2 Remediation. Without limiting SOLACE’s rights and remedies under this
Agreement, if an audit conducted pursuant to this Agreement reveals any error,
deficiency or other failure to perform on the part of Licensee including use
of the Software contrary to the licenses in this Agreement or installed on systems,
computers or processors for which the Licensee has not paid applicable Subscription
Fees: (a) Licensee will immediately pay to SOLACE any fees due and payable for
Software used in breach of the restrictions in this Agreement, plus interest
at the lesser of: (i) the rate of 1.5 percent per month compounded monthly (19.562
percent per annum); or (ii) the maximum rate allowed by applicable law, in each
case, on the amount outstanding from the date when payment is due until the
date payment in full is received by SOLACE; and (b) pursue any other right or
remedy SOLACE may have under this Agreement.

12	EXPORT COMPLIANCE ASSURANCES

(a) All Products obtained from SOLACE are subject to the export control and
economic sanctions laws and regulations of Canada, including the Exports and
Import Permits Act, R.S.C. 1985, c. E-19, Area Control List, Export Control
List, and the United States, including the Export Administration Regulations
(“EAR”, 15 CFR 730 et seq., http://www.bis.doc.gov/) administered by the
Department of Commerce, Bureau of Industry and Security, and the Foreign Asset
Control Regulations (31 CFR 500 et seq., http://www.treas.gov/offices/enforcement/ofac/)
administered by the Department of Treasury, Office of Foreign Assets Control
(“OFAC”), each as may be amended and updated from time to time.

(b) Licensee will not, and will ensure that Licensee will not directly or indirectly
export, re- export, transfer or release (collectively, “export”) any Products
to any destination, person, entity or end use prohibited or restricted under
Canadian or US law, or the laws of the jurisdiction in which Licensee is resident
or in which Licensee uses the Products, without prior government or regulatory
authorization to the extent required by applicable laws and regulations.

(c) The US government maintains embargoes and sanctions against the countries
listed in Country Groups E:1/2 of the EAR (Supplement 1 to part 740), including,
as at the Effective Date, Cuba, Iran, North Korea, Sudan and Syria, as amended
from time to time. Licensee will not directly or indirectly employ any Product
received from SOLACE in missile technology, sensitive nuclear or chemical biological
weapons activities, or in any manner knowingly transfer any Product to any party
for any such end use. Licensee will not export Products listed in Supplement
2 to part 744 of the EAR for military end-uses, as defined in part 744.21, to
the People’s Republic of China. Licensee will not transfer any Product to
any party listed on any of the denied parties lists or specially designated
nationals lists maintained under said regulations without appropriate US government
authorization to the extent required by regulation. Licensee acknowledge that
other countries may have
trade laws pertaining to import, use, export or distribution of Products, and
that compliance with same is Licensee responsibility.

(d) Licensee may not use the Products if Licensee is barred from receiving the
Products under the laws of Canada, the United States or any other country including
the country in which Licensee are resident or in which Licensee use the Products.

13	GENERAL

13.1 U.S. Government Users. If Licensee are acting on behalf of an agency or
instrumentality of the U.S. federal government, the Product, as applicable,
are “commercial computer software” and “commercial computer software documentation”
developed exclusively at private expense by SOLACE. Pursuant to FAR 12.212 or
DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure
of the Products is governed by the terms of this Agreement.

13.2 Entire Agreement. This Agreement, and the agreements and other documents
required to be delivered pursuant to this Agreement, constitute the entire and
exclusive agreement between SOLACE and Licensee, and sets out all the covenants,
promises, warranties, representations, conditions and agreements between the
Parties in connection with the subject matter of this Agreement, and supersedes
all prior agreements (whether written or oral, pre-contractual or otherwise)
and other communications between SOLACE and Licensee. There are no covenants,
promises, warranties, representations, conditions or other agreements, whether
oral or written, pre-contractual or otherwise, express, implied or collateral,
whether statutory or otherwise, between the Parties in connection with the subject
matter of this Agreement except as specifically set forth in this Agreement
and any document required to be delivered pursuant to this Agreement.

13.3 Amendments. This Agreement may be modified only by a written amendment
agreed to by both Licensee and SOLACE, except that SOLACE may modify the Documentation
from time to time, provided that SOLACE does not materially lessen the description
of the functionality of the Products as a result of such modification.

13.4 English Language. This Agreement is entered into solely in the English
language, and if for any reason any other language version is prepared by any
Party, it will be solely for convenience and the English version will govern
and control in all respects. If Licensee are located in the province of Quebec,
Canada, the following applies: The Parties hereby confirm they have requested
this Agreement and all related documents be prepared in English. Les parties
ont exigé que le présent contrat et tous les documents connexes soient rédigés
en anglais.

13.5 Waiver. To be effective, any waiver by a Party of any of its rights or
any other Party’s obligations under this Agreement must be made in a writing
signed by the Party to be charged with the waiver. No failure or forbearance
by any Party to insist upon or enforce performance by any other Party of any
of the provisions of this Agreement or to exercise any rights or remedies under
this Agreement or otherwise at law or in equity will be construed as a waiver
or relinquishment to any extent of such Party’s right to assert or rely upon
any such provision, right, or remedy in that or any other instance; rather,
the same will be and remain in full force and effect. A Party’s waiver
of a breach of any term will not be a waiver of any subsequent breach of the
same or another term.

13.6 Cumulative Rights. The rights of each Party hereunder are cumulative and
no exercise or enforcement by a Party of any right or remedy hereunder will
preclude the exercise or enforcement by such Party of any other right or remedy
hereunder or which such Party is otherwise entitled by law to enforce.

13.7 Severability. If, in any jurisdiction, any provision of this Agreement
or its application to any Party or circumstance is restricted, prohibited or
unenforceable, the provision will, as to that jurisdiction, be ineffective only
to the extent of the restriction, prohibition or unenforceability without invalidating
the remaining provisions of this Agreement and without affecting the validity
or enforceability of such provision in any other jurisdiction, or without affecting
its application to other Parties or circumstances.

13.8 Assignment. SOLACE may assign this Agreement or any of the benefits, rights
or obligations under this Agreement without the prior written consent of the
Licensee. Licensee may not assign this Agreement or any of the benefits, rights
or obligations under this Agreement without the prior written consent of SOLACE.
Any attempt by Licensee to so assign or transfer is null and void. If SOLACE
does consent to an assignment of this Agreement, the transferee/assignee must
be acceptable to SOLACE and agree to the terms and conditions of this Agreement.

13.9 Further Assurances. The Parties will, with reasonable diligence, do all
things and provide all such reasonable assurances as may be required to consummate
the transactions contemplated by this Agreement, and each Party will provide
such further documents or instruments required by any other Party as may be
reasonably necessary or desirable to effect the purpose of this Agreement and
carry out its provisions.

13.10 Governing Law and Jurisdiction. This Agreement is governed and interpreted
in accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein, without giving effect to its conflict of laws provisions.
Any Claim arising out of or related to this Agreement must be brought exclusively
in a federal or provincial court located in Ottawa, Canada, and Licensee hereby
consents to the jurisdiction and venue of such courts. Each of the Parties irrevocably
waives, to the fullest extent it may effectively do so, the defence of an inconvenient
forum to the maintenance of such action, application or proceeding. The Parties
will not raise any objection to the venue of any action, application, reference
or other proceeding arising out of or related to this Agreement in the federal
or provincial courts sitting in Ottawa, including the objection that the proceedings
have been brought in an inconvenient forum. A final judgment in any such action,
application or proceeding is conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner specified by law. The United
Nations Convention on Contracts for the International Sale of Goods is expressly
disclaimed and will not apply.