Unisys End User License and Warranty Agreement Unisys Stealth Products IMPORTANT: PLEASE READ THIS END USER LICENSE AND WARRANTY AGREEMENT (this "Agreement") CAREFULLY. BY DOWNLOADING, INSTALLING, ACCESSING, CLICKING ON AN "ACCEPT" BUTTON, OR OTHERWISE USING UNISYS OR UNISYS SUPPLIED SOFTWARE (INCLUDING USING ANY SOFTWARE THAT MAY BE PRE-INSTALLED ON UNISYS SUPPLIED EQUIPMENT), YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT. YOU, THE ENTITY OBTAINING A UNISYS STEALTHTM LICENSE ("End User" OR "you"), AGREE THAT YOUR USE OF THE SOFTWARE INCLUDED IN THE PRODUCTS SUPPLIED TO YOU IS GOVERNED BY THE TERMS OF THIS AGREEMENT. THIS AGREEMENT ALSO DESCRIBES ANY WARRANTIES THAT MAY APPLY TO THE PRODUCTS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN UNISYS IS UNWILLING TO SUPPLY THE PRODUCTS AND (A) YOU MAY NOT DOWNLOAD, ACCESS, CLICK ON AN "ACCEPT" BUTTON, INSTALL OR USE THE SOFTWARE, AND (B) YOU MUST PROMPTLY (AND WITHIN 7 DAYS OF SUPPLY BY UNISYS) RETURN THE PRODUCTS (INCLUDING ANY CD PACKAGE, ANY WRITTEN MATERIALS AND ANY OTHER MEDIA AND HARDWARE INCLUDED IN UNISYS STEALTH PRODUCTS SUPPLIED TO YOU) TO THE PARTY FROM WHOM YOU OBTAINED THE PRODUCTS FOR A FULL REFUND (EXCEPT IN THE CASE OF SUBSCRIPTION PLANS LICENSED IN A PUBLIC CLOUD OR SIMILAR HOSTED ENVIRONMENT (A "CLOUD BASED STOREFRONT")). For purposes of this Agreement, "Unisys" means Unisys Corporation, a Delaware corporation, or the affiliate of Unisys Corporation specified in Section 4.2 of this Agreement, if applicable. "Software" means the object code version of computer programs, image enabler, license or performance key included in the Products supplied to you, and any related documentation, excluding maintenance and support materials. Sale and supply of Software licenses is either directly by Unisys to End User or indirectly through Unisys authorized distributors, resellers, solution providers, cloud or similar hosted service providers or systems integrators ("Resellers"). "Unisys Stealth Products" or "Products" are those products with a Unisys style number starting with "STH" or starting or ending with "MOC" or if these style numbers are not visible to you, products provided to you by Unisys or a Reseller under the name "Unisys Stealth". 1. End User License Agreement Unisys either licenses Software directly or distributes Software that is licensed by a third party. In either case, End User does not obtain ownership of Software and End User's rights are limited by the terms of this Agreement. If Unisys or a Reseller distributes any Software to End User pursuant to a separate license agreement between End User and a third party, or separate license agreements applicable to the Software are published at http://www.unisys.com/ms/terms-and-conditions/ or at http://public.support.unisys.com/common/ShowWebPage.aspx?id=6316&pla=ps&nav=ps, End User agrees that for any such third party Software: (a) the terms of such separate license agreement (including its warranties, restrictions and remedies, if any) shall apply to that Software, and (b) in the case of Software licensed under an open source license agreement, nothing in this Agreement shall be read to add additional conditions or restrictions, or affect any rights and/or obligations End User may have, pursuant to any such open source license. Otherwise, the following license terms will apply: 1.1 All right, title, and interest in and to the Software and related documentation, and any modifications to and derivative works of the Software and documentation including all copyrights, patent rights, trade secret rights, trademarks, and other intellectual property rights in such items ("Unisys IP"), shall remain the property of Unisys or its licensors. Except as provided in this Agreement, all rights, including but not limited to intellectual property rights, are reserved by Unisys; and End User has no ownership rights to the Unisys IP. If End User breaches this Agreement in any way that may adversely affect the intellectual property or proprietary rights of Unisys or its licensors in the Unisys IP, such a breach may cause irreparable injury to Unisys, for which monetary damages may not be an adequate remedy, and Unisys shall be entitled to equitable relief in addition to seeking any other available legal or equitable remedy. Under such circumstances, End User agrees to reimburse Unisys its costs and expenses, including the reasonable attorneys' fees in connection with such proceedings. 1.2 Unisys licenses each copy of the Software and documentation provided hereunder to End User on a personal, non-exclusive and non- transferable basis for End User's internal use in accordance with the terms of this Agreement, including without limitation Sections 3.6(e) and 3.7(b), but not as a service bureau, nor for outsourcing, nor for facilities management. All licenses begin on the date the Product is shipped by Unisys or collected by or on behalf of End User or Reseller at a Unisys distribution center, or made available for download from a Unisys website by, or otherwise electronically provided by Unisys to, End User, or, in the case of renewals or extensions, upon Unisys acceptance of the order for the renewal or extension (the "Commencement Date"). Unisys licenses Software solely for End User's use on a single machine unless the ordered Unisys license plan provides otherwise. If descriptions for the Software in the order accepted by Unisys or the applicable license plan specify additional limitations, such as on the number of users or concurrent users, the term, or the devices on which the Software may be deployed, such additional restrictions shall apply. Except for End Users using the Software in a Cloud Based Storefront, End User may use the Software temporarily on a backup machine provided the Software is used on only one (1) machine at a time and End User removes the Software from the backup machine promptly after each temporary use. If End User acquires a subscription or a license to the Software in a Cloud Based Storefront, End User shall use the Software only in, and shall not remove the Software or any executable files derived from the Software from, the public cloud of the provider of the Cloud Based Storefront. Subject to the terms of this Agreement, including without limitation Sections 3.6(e) and 3.7(b), End User may allow its employees and contractors and employees and contractors of its Affiliates (as defined below) to use the Software, on behalf of and solely in support of End User's and such Affiliates' internal use of the Software, provided End User shall cause such employees and contractors to comply with all of the obligations under this Agreement, and End User shall be responsible to Unisys for any breach of such obligations by such employees or contractors, and further provided that the right to use by such employees and contractors does not increase the total number of concurrent users or copies of the Software licensed to the End User. "Affiliate" means a legal entity that is owned, directly or indirectly, by End User, and for purposes of this definition, "owned" means ownership of more than fifty percent (50%) of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body. 1.3 Evaluation or Loan Products: (a) For any Products supplied to End User for evaluation or trial purposes, and/or as a loan ("Evaluation Products"), the license for the Software and documentation supplied to End User and the right to use the Equipment included in the Evaluation Products is limited to the evaluation, trial or loan period specified in the applicable order or, a period of ninety (90) calendar days from the Commencement Date, whichever is shorter ("Evaluation Period"). End User's right to use the Evaluation Products terminates at the end of the Evaluation Period. On or before the end of the Evaluation Period, End User must either (i) purchase the Evaluation Product Equipment and Software licenses from the party from whom it ordered the Evaluation Products, in which case this Section 1.3(a) shall no longer apply to such Products, or (ii) return the Evaluation Products to the party from whom it ordered the Evaluation Products, in like-new condition in their original packaging and with any End User data removed, including all manuals, software, documentation and any accessories originally shipped with the Evaluation Products (or in the case of Evaluation Products comprised solely of Software that was supplied electronically, stop using the Software) or (iii) or in the case of a trial in a Cloud Based Storefront, the Cloud Based Storefront provider's terms apply. Notwithstanding anything to the contrary herein, Unisys makes no warranties to End User for Evaluation Products, which Unisys provides AS IS and without any warranty or indemnity. The results of the evaluation and any feedback or recommendations are Unisys Confidential Information hereunder. Subject to the further limitations in Section 3.1, Unisys maximum liability for any claim, demand or action of any kind arising out of or relating to the Evaluation Products is limited to $500.00. (b) For purposes of Products purchased by End User but initially supplied to End User as Evaluation Products, the following parenthetical in the introductory paragraph of this Agreement shall not apply: "(AND WITHIN 7 DAYS OF SUPPLY BY UNISYS)". 1.4 End User shall not, nor shall End User encourage or permit others to, translate, adapt, arrange, or otherwise make a copy of, or use a copy of, the Software or documentation except for one (1) back-up copy of the Software, which must bear all the legends and notices of the original item and, if the End User acquired the use of the Software by a subscription or a license in a Cloud Based Storefront, any copy must remain solely within the public cloud of the provider of the Cloud Based Storefront. 1.5 End User shall not, nor shall End User encourage or permit others to, alter, remove, or obscure any proprietary legend, copyright, trademark, patent or other proprietary intellectual property notice contained in or on the Software or documentation. 1.6 End User shall not and shall not attempt to, nor shall End User encourage, permit, authorize or assist others to, interfere with or alter any initialization system, encryption techniques, or license authentication techniques, or defeat or circumvent controls the Software places on the number of users supported by the Software. 1.7 End User agrees not to: create, copy, deduce or attempt to create, copy, deduce (by reverse engineering, disassembling, decompiling or otherwise) the source code, internal structure, design architecture or organization of any Software or hardware included in Unisys Stealth Products supplied to you ("Equipment"), or any part of the Software or Equipment, or to create any derivative works from any Software, or to aid or to permit others to do any of the foregoing, except and only to the extent expressly permitted by applicable law. 1.8 Unisys may, in its sole discretion, require End User to update the Software to contain updates or revisions to the Software. End User agrees that, immediately upon receiving such updated or revised Software from Unisys, End User shall immediately cease use of, or cause the cessation of use of, all copies of the Software and replace all prior copies with those containing the updates or revisions provided by Unisys. Any updates to or replacement copies of the Software provided by Unisys shall be deemed Software under this Agreement. 1.9 Upon notice to End User, Unisys may audit End User's use of the Software to determine End User's compliance with this license, provided Unisys complies with End User's customary security rules and does not unreasonably interfere with End User's permitted use. During an audit, End User agrees to provide relevant information and reasonable access to facilities where the Software is installed. 1.10 Unisys may terminate any Software license if End User fails to remedy any breach of the license terms in this Agreement within thirty (30) days of receiving written notice of the breach. Unisys may also terminate any Software license for which Unisys does not receive timely payment, whether from End User or a Unisys Reseller. If Unisys supplied the Products directly to End User, Unisys will invoice for the Products upon the Commencement Date or, upon the expiration of the Evaluation Period if End User has not returned the Evaluation Products on or before the end of the Evaluation Period as required under this Agreement; and End User will pay the applicable fees and any applicable taxes, within thirty (30) days of the invoice date. If a Unisys Reseller supplied the Products to End User and the Reseller does not pay Unisys for the Products on a timely basis, Unisys shall first provide End User with at least ten (10) days written notice and the opportunity to pay Unisys charges directly before exercising its right to terminate because of non-payment. 1.11 For Products enrolled in Unisys support services, Unisys will use commercially reasonable efforts to provide the support services according to the service plan in which you are enrolled or to which Unisys determines you are entitled at the time Unisys receives your service request. Unisys support service plan descriptions may be found in the Unisys Support Services Addendum, available at: http://www.unisys.com/ms/terms-and- conditions/ and incorporated herein by reference. Support services for Software subscriptions licensed in a Cloud Based Storefront consist of Software Support Services, Service Level 1, as found in the Unisys Support Services Addendum. 2. EQUIPMENT AND SOFTWARE WARRANTIES 2.1 Equipment. If any Equipment is included in the Products supplied to you: (a) Unless otherwise stated in the applicable Product documentation, Unisys warrants that Unisys branded Equipment will be free from defects in material and workmanship and will substantially conform to relevant Unisys published specifications for a period of twelve (12) months from the Commencement Date. Equipment (i) may be newly manufactured, (ii) may be assembled from new or serviceable used parts that are equivalent to new parts in performance, or (iii) may have been previously installed. During this warranty period, Unisys shall at Unisys option repair or replace any defective item of such Unisys branded Equipment or part or component of such Equipment promptly reported or sent to Unisys by End User, which Unisys determines was defective due to faulty materials or workmanship. End User will pay transportation and insurance costs to ship such Equipment if an off-site repair location is designated by Unisys; Unisys will pay the return costs if such Equipment was defective. Labor costs of diagnosis are not included in this warranty. (b) This warranty does not cover repair of damage attributable to (i) Non-Unisys Products, as defined in Section 2.3, and non-Unisys services, alterations or out-of-specification supplies, (ii) accidents, misuse, negligence or failure of End User to follow instructions for proper use, care and cleaning of Equipment, (iii) external factors (e.g., failure or fluctuation of electrical power or air conditioning, fire, flood), or (iv) failure by End User to comply with the manufacturer's environmental specifications. 2.2 Software: (a) Each item of Unisys proprietary Software is, in its unaltered form, warranted for ninety (90) days from the Commencement Date to conform substantially to the then-current published functional specifications, provided such Software is used in a manner consistent with any applicable Unisys minimum equipment and software configuration specifications. Unisys will make reasonable efforts to correct such errors reflecting significant deviations from the functional specifications reported by End User to Unisys during the warranty period. (b) BECAUSE NOT ALL ERRORS IN SOFTWARE CAN OR NEED BE CORRECTED, UNISYS DOES NOT WARRANT THAT ALL SOFTWARE DEFECTS WILL BE CORRECTED. SIMILARLY, UNISYS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET END USER'S REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE IN COMBINATIONS SELECTED FOR USE BY END USER. IN ADDITION, DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING NETWORKS, UNISYS DOES NOT WARRANT THAT THE SOFTWARE OR ANY OF ITS SECURITY FEATURES OR ANY EQUIPMENT, SYSTEM OR NETWORK ON WHICH, OR IN CONNECTION WITH WHICH THE SOFTWARE IS USED, WILL BE FREE OF VULNERABILITY TO INTRUSION, ATTACK OR OTHER SECURITY RISKS. 2.3 A "Non-Unisys Product" is an item of Equipment or Software, as the case may be, that has been manufactured for or furnished to Unisys by a third-party manufacturer, supplier or publisher, and, in the case of Equipment, that does not bear a Unisys trademark. Unisys provides all Non-Unisys Products, and all Unisys Software licensed to End User beyond its initial license period (whether under a renewal or subsequent license) "AS IS" and without Unisys warranty. For Non-Unisys Products, the respective manufacturer, supplier, or publisher may provide its own warranties or remedies to End User, and End User agrees to look solely to any such warranties and remedies. Except as specifically described in Section 3.1(a), Unisys will have no liability for any Non-Unisys Products included in the Unisys Stealth Products, even if Unisys recommended these products. 2.4 These limited warranties give you specific legal rights; you may have others, which vary from state to state. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. 2.5 If the Equipment and/or Software is defective and qualifies for service under a Unisys warranty, to obtain service, the End User must (a) perform problem determination procedures (which may include diagnostic testing) in accordance with furnished instructions, and (b) contact the party contracted to provide support to End User for further instructions. 2.6 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, UNISYS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW, OR OTHERWISE. UNISYS DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AS TO BOTH UNISYS AND NON- UNISYS PRODUCTS. UNISYS WARRANTIES EXTEND SOLELY TO END USER. 3. General Terms 3.1 Limitation of Liability (a) UNLESS FURTHER LIMITED ELSEWHERE, AND EXCEPT FOR AMOUNTS FOR WHICH END USER IS INDEMNIFIED UNDER THE PATENT, COPYRIGHT AND TRADE SECRET SECTION OF THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF UNISYS AND ITS SUBCONTRACTORS AND SUPPLIERS AND END USER'S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, WILL NOT EXCEED THE GREATER OF US $50,000 OR THE CHARGES PAID BY END USER FOR THE PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE 12 MONTHS BEFORE THE CLAIM; EXCEPT THAT FOR DEFECTIVE NON-UNISYS PRODUCTS, UNISYS MAXIMUM LIABILITY IS A REFUND OF THE AMOUNT PAID FOR SUCH PRODUCTS (NOT INCLUDING ANY AMOUNTS PAID FOR RELATED SERVICES) RETURNED TO UNISYS WITHIN 90 DAYS AFTER THE COMMENCEMENT DATE. (b) IN NO EVENT WILL UNISYS OR ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE FOR (I) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST PROFITS, LOSS OF USE OR LOSS OF REVENUE (WHETHER DIRECT OR INDIRECT); (III) DAMAGE TO OR LOSS OF DATA; (IV) LOSS OF GOODWILL OR OTHER DIMINUTION IN THE VALUE OF END USER'S BUSINESS; OR (V) CLAIMS AGAINST END USER FROM OTHERS EXCEPT FOR AMOUNTS FOR WHICH END USER IS INDEMNIFIED UNDER THE PATENT, COPYRIGHT AND TRADE SECRET SECTION OF THIS AGREEMENT, IN ALL CASES EVEN IF KNOWN OR FORESEEABLE. (c) Unisys software licensors, equipment and service providers, and Product resellers shall have no liability for any claim of End User or a third party on account of, resulting from, or arising out of, the use of any Product or derived from a Product. (d) Some States or other jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. If an arbitration panel or court of competent jurisdiction determines that relevant laws in force may imply warranties and liabilities which cannot be excluded or limited or which can only partly be excluded or limited, then the limit on Unisys liability and warranties set out in this Agreement shall apply to the fullest extent permitted by law. If Unisys cannot exclude or limit a warranty or liability implied by law, this Agreement shall be read and construed subject to such provisions of law. 3.2 Patent, Copyright and Trade Secret Indemnification Unisys will defend End User from third party claims that a Product directly infringes a patent or copyright or misappropriates a trade secret protected under the laws of the country of original supply to End User, provided End User: (i) gives Unisys prompt written notice, control and authority to defend and/or settle the claim; and (ii) cooperates in the defense of the claim. Unisys will pay the costs of the defense and any settlement or damage award for the claim(s). If a claim is made, Unisys may obtain the right(s) to allow End User to continue to use the Product or Unisys may replace or modify the Product. End User will, upon Unisys request, stop using the Product and return it to Unisys or the Reseller from whom End User obtained it, whereupon any applicable license and charges for the Product will end, and End User will stop using and will return the Product for a credit for the price paid by End User for the Product and any unused prepaid Support Services, less a reasonable charge for past use and/or depreciation. Unisys shall have no liability for claims from a legal entity related to End user, or any claim based on based solely on: (i) End User's or its Affiliate's or subcontractor's design or modification of a Product; (ii) End User's or its Affiliate's use of a Product in combination with anything that Unisys did not provide to End User or arising out of the use of the Software in a manner other than as described in the corresponding documentation; or (iii) a non- Unisys product, open source or third party component in any Product, including without limitation Products with a Unisys style number starting with "MOC". This Section states Unisys entire liability and End User's sole and exclusive remedies for patent and copyright infringement or misappropriation and trade secret misappropriation. 3.3 Dispute Resolution (a) In the event of any controversy or claim arising out of or relating to this Agreement, either party may provide notice to the other of such controversy or claim, and arbitration under this Section shall be the parties' sole recourse with respect to any unresolved controversy or claim arising out of or relating in any way to this Agreement (whether in contract, tort or otherwise), except as specifically provided in Section 3.3(b). Following receipt of the notice, the parties shall consult and negotiate with each other in an attempt to reach a resolution satisfactory to both parties. If a resolution is not reached, then any unresolved controversy or claim arising out of or relating to this Agreement that either party chooses to pursue shall be resolved by binding arbitration (before one arbitrator) administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The place of the arbitration shall be Philadelphia, Pennsylvania, USA, and the language of the arbitration shall be English. The arbitrator will have no authority to award punitive damages. Each party shall bear its internal expenses and its attorney's fees and expenses, and the costs of the arbitration will be borne equally by the parties. (b) Nothing in Section 3.3(a), whether above or as amended by Section 4.2, will preclude or delay a party's recourse to a court of competent jurisdiction to: (i) enforce the terms of, or an arbitration award under, this Section 3.3; (ii) seek temporary equitable relief necessary to protect its interests; or (iii) recover specific property, including an action to recover property. Nothing in Section 3.3(a), whether above or as amended by Section 4.2, will preclude or delay recourse by Unisys to a court of competent jurisdiction with respect to a suspected violation of Unisys' intellectual property rights; at its option, Unisys may bring any such action in either court or by arbitration, if applicable, under Section 3.3(a) and without any waiting period or cooperation obligation. Neither arbitration, if applicable, under this Section 3.3 nor any legal action, regardless of its form, related to or arising out of this Agreement, may be brought more than two (2) years after the cause of action first accrued, except for legal action by Unisys with respect to a suspected violation of Unisys' intellectual property rights. 3.4 Protection of Confidential Information and Ideas; Systems and Network Security (a) End User will keep in confidence and protect all non-public proprietary or confidential information of Unisys and its licensors ("Confidential Information"), from disclosure to third parties and restrict its use as provided in this Agreement. Confidential Information will not be copied, in whole or in part, except when essential for the End User's authorized use. End User shall use at least the same degree of care to avoid disclosure of Confidential Information as it uses for its own confidential information of like importance, but in no event less than a reasonable standard of care. End User will include on each copy of Confidential Information, including its storage media, all notices that appear on the original. End User acknowledges that unauthorized disclosure of Confidential Information may cause substantial economic loss to Unisys or its licensors. Unisys will use reasonable efforts to mark or identify materials containing Confidential Information as "Proprietary", "Confidential", or in a manner which gives notice of its proprietary and confidential nature, provided that Software is Confidential Information even if not marked, and Unisys failure to mark or identify Confidential Information will not prevent information from being treated as Confidential Information nor relieve End User of its obligations to protect such Confidential Information provided the information is of such a nature that a reasonable person would consider it to be confidential. (b) Upon termination or cancellation of any license granted under this Agreement, End User will destroy (and, in writing certify destruction to Unisys) or return to Unisys or the Unisys Reseller from whom End User ordered the Software, all copies of the Software, associated documentation and any other related Confidential Information in its possession, together with any tangible copies it may have made, and all writings, descriptions and summaries involving or based on such Confidential Information. End User will inform its employees of their obligations under this Section. (c) No license, copyright or other usage right to, nor any other interest in, Confidential Information is granted, directly or indirectly, by Unisys other than the restricted rights expressly granted in this Agreement. (d) End User acknowledges that all support materials, including without limitation, diagnostic software and tools, are Confidential Information of Unisys and will be used only by Unisys support personnel. (e) Any suggestions, improvements, ideas, concepts, know-how, data processing techniques, software, documentation, diagrams, specifications, schematics or blueprints, whether developed by End User or Unisys personnel (alone or jointly with others or based on any recommendations or feedback from End User) in connection with Products or related services provided by Unisys or an affiliate of Unisys (collectively "Product-related Intellectual Property") will be the exclusive property of Unisys, and End User shall provide, and agrees to provide all assistance reasonably necessary to permit Unisys to perfect and exercise the rights associated with Product-related Intellectual Property. End User hereby agrees to assign and does assign all right, title and interest in and to the Product-related Property to Unisys. (f) If access to Unisys systems or networks is provided to End User, any and all information made available by Unisys for such access shall be considered Unisys Confidential Information and shall be subject to the obligations of confidentiality set forth in this Agreement. In addition, any and all access to Unisys systems and networks shall be subject to the following: (i) End User shall, upon request, provide Unisys with a list of named individuals for whom such access is desired, which access may be authorized or denied in Unisys sole discretion; (ii) access to Unisys systems and network shall be restricted to personnel to whom Unisys grants authorization, whether through the issuance of login-ids, passwords, keys or otherwise ("Access Devices"), and no access rights or Access Devices will be transferred to, shared with or used by any other individuals; (iii) End User will ensure that such personnel do not attempt to break Unisys security systems or to obtain access to any programs or data beyond the scope of the access rights granted by Unisys, and that such personnel refrain from taking actions that might harm or impair the security of Unisys systems and network; (iv) End User will ensure that such personnel do not conduct any activity using Unisys issued Access Devices contrary to applicable laws and regulations, including without limitation those relating to export and import laws, and that such personnel comply with all terms of use embedded into the Unisys systems and networks; (v) End User shall be liable for any activity performed with the Access Devices issued to End User personnel or End User; (vi) End User shall immediately notify Unisys if an individual authorized to access Unisys systems and network is no longer an employee of End User or no longer requires access to Unisys systems and networks; and (vii) without limiting any of its other rights, Unisys reserves the right to restrict, monitor and/or terminate access to Unisys systems and networks at any time. 3.5 End User Operational Responsibilities (a) End User acknowledges and agrees that: (a) End User has independently determined that the ordered Unisys Stealth Products meet its requirements; (b) End User will use such Products according to the manufacturers' instructions, and the related services in accordance with any instructions provided by the service provider and in the proper environment; (c) End User will back up information stored or processed by such Products on computer-readable media that End User can easily restore if the information is lost or damaged from any cause; and (d) End User is responsible for any results produced by such Products. (b) This Section 3.5(b) applies only if End User is using the Software in a Cloud Based Storefront. End User will defend, indemnify and hold harmless Unisys against any claims, costs, damages, losses and liabilities arising out of or in any way connected with any product or service other than the Products and any related services supplied by Unisys. Such indemnification will include all reasonable legal fees and other costs incurred by Unisys in defending any such claims. 3.6 Other Provisions (a) THE FORMATION, PERFORMANCE, AND INTERPRETATION OF THIS AGREEMENT, AND ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE GOVERNED BY THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS. (b) This Agreement, including the documents expressly incorporated by reference in this Agreement and any agreement for related services, are the entire agreement between End User and Unisys for the Products that are the subject of this Agreement and supersede all prior related proposals, agreements, and all other communications between End User and Unisys regarding these matters. Any additional terms and conditions contained on any purchase order issued by End User to Unisys or Reseller or on any other End User documents, whether submitted to Unisys or Reseller, are of no force or effect, and Unisys hereby gives notice of its objection to any additional and different terms. If any provision of this Agreement is declared invalid, the remaining provisions will continue to have effect. (c) Unisys will not be liable for late delivery of the Products. Unisys will excuse any failure that is beyond End User's reasonable control and End User will excuse any failure that is beyond Unisys reasonable control. Any failure or delay in exercising any right or remedy will not constitute a waiver. (d) Resellers are free to determine their resale prices unilaterally. End User understands that no employee or representative of Unisys has the authority to determine such resale prices, or to limit an authorized Reseller's pricing discretion for the resale of Unisys Products. (e) End User shall comply with all laws and regulations of each applicable jurisdiction, including laws and regulations related to the use, disclosure, transfer, import, export or re-export of the Products and related products and services. Technology included in the Products is subject to limitations on encryption technology imposed by the United States and other governments. Information about the United States government limitations may be found at http://www.bis.doc.gov. End User acknowledges that certain Software or technology may be classified as "restricted encryption" items under section 740.17(b)(2) of the United States Export Administration Regulations (EAR), which may require export licenses or United States re-export approval when the Software or technology is exported from the United States or other countries. In furtherance of the foregoing and not in limitation, End User agrees that it will not export or re-export any Software contrary to applicable United States export law (including without limitation the Export Administration Regulations, Office of Foreign Asset Control (OFAC) regulations and any other applicable regulations). End User shall not use, transfer, import, export, or re-export any Software, directly or indirectly (i) to a United States embargoed country; (ii) to any person or entity on a denial list published by the United States government; or (iii) for any end use prohibited by United States law or other applicable law including use in the design, development, production, stockpiling, or use of nuclear devices, missiles, chemical or biological weapons, or other weapons of mass destruction. Further, if End User acquires a subscription or license to the Software in a Cloud Based Storefront: End User represents and warrants that it is not: subject to any sanctions by the United States government or listed on any denial list published by the United States government, a government entity in a country other than the United States or a country listed in Supplement 3 to Part 740 of the EAR, or a national or entity of, (or located in), a country subject to a United States embargo such as the countries listed in Country Group E of Supplement No. 1 to Part 740 of the EAR or Part 746 of the EAR, or both; End User shall not transfer the Software, including any part of the Software or any executable files derived from the Software, out of the public cloud of the provider of the Cloud Based Storefront; and, End User shall not spoof, defeat, circumvent, or disable any copy protection mechanism or execution/run-time protection mechanism of, or related to, the Software including any mechanism(s) to limit the Software's location and execution solely to the public cloud of the provider of the Cloud Based Storefront. (f) End User may not assign or transfer End User's rights or obligations under this Agreement without the prior written consent of Unisys. Unisys may subcontract services to its affiliates or third parties. (g) End User shall send all notices in writing to Law Department, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, PA 19422, or to such other address notified by Unisys to End User in writing hereunder. (h) It is the express will of the parties that this Agreement has been prepared in English. 3.7 Additional Terms and Conditions for Unisys Stealth Products This Section applies only to Products including Unisys Stealth version 2.8 and earlier and will control over any contradictions with other terms of this Agreement: All Unisys proprietary information, technical data, software, including diagnostics software, Product support materials, trade-secrets, know- how concerning semiconductors, computer technology, computer and chip design and engineering, software, biometric data and other technical data, including designs, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, Gerber files, drawings, engineering, hardware configuration information, marketing, finances, confidential business and technical know-how other information for computer or security applications, and/or all information pertaining to any aspect of its business, including but not limited to its vendors, suppliers, customers and employees, which relate to Unisys Stealth offerings and are disclosed to End User either directly or indirectly in writing, orally or by drawings or observation of parts or equipment and the like (collectively, "Stealth Confidential Information"), are the property of and Confidential Information of Unisys and/or its licensors comprising commercial assets of considerable value to Unisys. End User agrees to hold Stealth Confidential Information received under this Agreement in strict confidence, and will not disclose or permit the disclosure of, or use, or permit the use of, any Stealth Confidential Information, in whole or in part, in any manner other than its employees and consultants who have a need to know in accordance with this Agreement, and then only pursuant to a written agreement that binds such employees and consultants to maintain such Stealth Confidential Information in strict confidence to the same extent as End User is bound under this Agreement. In the event of a breach or threatened breach by End User of the confidentiality terms this Agreement, irrespective of materiality, Unisys would suffer irreparable harm, and End User consents (without in any way limiting any rights or remedies available to Unisys) to the entry by a court of competent jurisdiction of a temporary injunction without notice, and/or a preliminary injunction, enjoining End User from disclosing, or using, in whole or in part, any of the Stealth Confidential Information, received under this Agreement. 3.8 License Plan Descriptions for Unisys Stealth For Software used by the End User in a Cloud Based Storefront, license plan descriptions on the Cloud Based Storefront provider's web site apply. Otherwise, the following terms apply: (a) License Term. Each Software license begins on the Commencement Date and is limited to the term stated on the order for the Products accepted by Unisys; provided, however, that for Unisys Stealth 2.8 and earlier, if no term is stated, the term is perpetual. Extended Term Plan (ETP): Software licenses for which Unisys charges a single fee may have a 12 to 84 month extended term. Upon expiration of the extended term, the license will be automatically continued on a month-to-month basis for a monthly license charge, unless terminated in accordance with the terms under which the Products were purchased from Unisys, or another ETP fee may be paid for an additional extended term, if available. Fixed Term Plan (FTP): Software licenses for which Unisys charges a single fee may have a 12 to 84 month fixed term. Upon expiration of the fixed term, the license will not automatically renew, and it will end unless the license is extended in an order accepted by Unisys to purchase an additional FTP license, if available. (b) Stealth Authorization Service Software. For Unisys Stealth versions 2.8 and earlier, each executing copy of the Stealth Authorization Service requires a license for the Stealth Authorization Service Software. (c) Stealth Client License. The license for the Stealth Client Software is limited to the authorized number of Concurrent Users (as defined below) listed on the order for the Products accepted by Unisys. "Concurrent Users" means the concurrent number of users that have initiated the Stealth driver on end user personal computing devices or virtual machines running supported operating systems. Each single user initiating the Stealth client driver (whether because the Stealth Client Software is configured to initiate the Stealth driver "on demand" or to be "always on", as further described in the Guide (as defined below) or in information available from your Unisys Reseller) consumes one count of the authorized number of Concurrent Users. (d) Stealth Server License. The license for the Stealth Server Software is limited to installation and use on the authorized number of servers or virtual machines running supported operating systems, listed on the order for the Products accepted by Unisys. (e) Stealth for Mobile Software. The license for the Stealth for Mobile Software is limited to the authorized number of Users (as defined below) listed on the order for the Products accepted by Unisys. "Users" means the number of non -concurrent users identified in the Stealth for Mobile licensing user group established by End User. If you received Stealth for Mobile Software for use with the Unisys Choreographer product, your use of such Software is limited to use with Choreographer. (f) Stealth for Windows XP Isolation. The license for the Stealth for Windows XP Isolation Software may be deployed only on end user personal computing devices or virtual machines running licensed versions of Windows XP. (g) Stealth Secure Virtual Gateway Device License. The license for the Stealth Secure Virtual Gateway Software is limited to assignment and use with the authorized number of IP addresses on clear-text devices (whether server or non-server) listed on the order for the Products accepted by Unisys. Each IP address consumes a license. (h) The Guide. You may find information on supported operating systems and required software in the Unisys Stealth Planning, Installation, and Administration Guide or the Unisys Stealth Information Center for the version of the Stealth Software license you received (the "Guide"), which Guide is published at http://www.support.unisys.com or other web-site identified by Unisys. If you obtained the Products from a Unisys Reseller and have contracted for associated support services from the Reseller, you might not have access to the Guide on such web-site and you may obtain information on supported operating systems from your Unisys Reseller. 4. Special End User Terms 4.1 U.S. Government Terms (a) U.S. State and Local Government Terms. This Section 4.1(a) applies only if End User is a U.S. public entity other than a U.S. Federal Government entity. Unisys acknowledges that applicable law may prohibit some U.S. public sector entities from agreeing to binding arbitration to resolve disputes; in such case, the provisions in this Agreement relating to binding arbitration shall not be applicable. In addition, if End User is a U.S. public entity, notwithstanding anything to the contrary herein, THIS AGREEMENT WILL BE GOVERNED BY THE LOCAL LAW OF THE STATE OR COMMONWEALTH IN WHICH END USER IS LOCATED. (b) U.S. Federal Government Terms. This Section 4.1(b) applies only if End User is a U.S. Federal Government entity ("Federal Government End User"). The Software and any accompanying documentation are commercial items that have been developed entirely at private expense. They are delivered and licensed as commercial computer software and commercial computer software documentation with "RESTRICTED RIGHTS" and "LIMITED RIGHTS" as applicable, within the meaning of the applicable acquisition regulation(s). This license shall prescribe exclusively the Federal Government End User's use and disclosure of the Software and documentation. For End Users who are Federal Government End Users only, this Agreement is hereby amended as follows: (i) Dispute resolution and governing law: Any arbitration, mediation or similar dispute resolution provision in this Agreement is hereby deleted. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the United States of America, and dispute resolution shall take place in a forum, and within the time period, prescribed by applicable federal law. To the extent permitted by federal law and then only to the extent not pre-empted by federal law, the laws of the state specified in this Agreement (excluding its choice of law rules) will apply. No equitable or injunctive relief, and no shifting of legal fees or costs, may be sought against the Federal Government End User except as, and then only to the extent, specifically authorized by applicable federal statute. (ii) Any provisions in this Agreement requiring any Federal Government End User to indemnify any party are hereby deleted and shall not apply. Any requirement for the Federal Government End User to give control of the defense for any claim for which the licensor indemnifies the Federal Government shall be subject to 28 USC 516. (iii) Changes in templates: Subsequent updates to or changes in the licensor's standard commercial templates for such agreements shall not be binding on the Federal Government End User, except by prior express written agreement of both parties. (iv) Fees, taxes and payment: If the Software is licensed as part of a separate government contract between the Federal Government End User and a prime contractor, the provisions of such contract regarding fees, taxes and payment shall supersede any provisions of this Agreement regarding same. Notwithstanding the foregoing: (a) express written agreement of the Federal Government End User shall be required prior to (i) any extension or renewal of this Agreement or the associated fees or (ii) any change in the fees; (b) late payments shall be governed by the Prompt Payment Act and the regulations at 5 CFR 1315; and (c) no cost of collection on delinquent invoices may be sought against the Federal Government End User except as, and then only to the extent, specifically authorized by applicable federal statute. (v) No waiver of liability or cause of action: Any provision requiring the Federal Government End User to agree to waive or otherwise not to pursue any claim against the licensor it may otherwise have is hereby deleted. Without limiting the generality of the foregoing, the parties agree that nothing in this Agreement, including but not limited to the limitation of liability clauses, in any way grants the licensor a waiver from, release of, or limitation of liability pertaining to, any past, current or future violation of federal law and that no clause restricting users' statements shall be read to restrict the Federal Government End User's ability to pursue any course of action otherwise permitted by federal law, regulation, or policy, including without limitation making public statements in connection with any suspension or debarment action. (vi) Audit: Any clauses in this Agreement allowing for an audit of the Federal Government End User's records or information systems, or verification of its compliance with this Agreement generally, shall be subject to the Federal Government End User's requirements pertaining to security matters, including without limitation clearances to be held and non-disclosure agreements to be executed by auditors, badging or escorting requirements for access to premises, and other applicable requirements. Any over- use of the Software in excess of the license identified in an audit shall be referred to the prime contractor or the Federal Government End User's contracting officer (as applicable) for action. No audit costs may be sought against the Federal Government End User except as, and then only to the extent, specifically authorized by applicable federal statute. (vii) Compliance with laws: The parties acknowledge that the United States, as a sovereign, is subject to the laws of the United States. Nothing in this Agreement shall be interpreted to imply consent by any Federal Government End User to submit to the adjudicative or enforcement power of any regulatory, administrative, or judicial authority of, or the application of the laws of, another jurisdiction. Any provision inconsistent with applicable federal law that is not listed above is hereby deemed omitted from this Agreement to the extent of such inconsistence. (viii) Third party terms: Any third party licensing terms associated with third-party software components or products embedded in or otherwise provided with the Software shall be deemed amended in accordance with the provisions in 4.1(b) (i) - (vii), above. 4.2 Country-Unique Terms (a) Subject to Section 4.3, if End User obtained the Products from Unisys or a Reseller in a country or region listed below, the following terms replace or modify the referenced terms or otherwise apply. This Section 4.2 does not apply if the Software licensed under this Agreement is used by End User in a Cloud Based Storefront. All terms that are not changed by these amendments remain unchanged and in effect: Canada (i) Section 2.4 is deleted and not replaced (but the section number is reserved). (ii) "Unisys" means Unisys Canada Inc., with place of business at 2001 Sheppard Avenue East, Suite 200, North York, Ontario, Canada M2J 4Z7. (iii) Section 3.3(a) is replaced in its entirety as follows: "(a) In the event of any controversy or claim arising out of or relating to this Agreement, either party may provide notice to the other of such controversy or claim, and arbitration under this Section shall be the parties' sole recourse with respect to any unresolved controversy or claim arising out of or relating in any way to this Agreement (whether in contract, tort or otherwise), except as specifically provided in Section 3.3(b) Following receipt of the notice, the parties shall consult and negotiate with each other in an attempt to reach a resolution satisfactory to both parties. If a resolution is not reached, then any unresolved controversy or claim arising out of or relating to this Agreement that either party chooses to pursue shall be resolved by binding arbitration (before one arbitrator) in accordance with the Arbitration Act (Ontario). The place of the arbitration shall be Toronto, Ontario, Canada, and the language of the arbitration shall be English. The arbitrator will have no authority to award punitive damages. Each party shall bear its internal expenses and its attorney's fees and expenses, and the costs of the arbitration will be borne equally by the parties." (iv) Section 3.6(a) is replaced in its entirety as follows: "(a) THE FORMATION, PERFORMANCE, AND INTERPRETATION OF THIS AGREEMENT, AND ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS APPLICABLE THEREIN." (v) Section 3.6(g) is replaced in its entirety as follows: "(g) End User shall send all notices in writing to Unisys Canada Inc., 2001 Sheppard Avenue East, 2nd Floor, North York, Ontario, Canada M2J 4Z7, with a copy to Law Department, Unisys Corporation, 801 Lakeview Drive, Blue Bell, Pennsylvania 19422, or such other address notified by Unisys to End User in writing hereunder." Japan If End User obtained the Products from a Reseller in Japan, this Agreement does not apply to End User, and End User's use of the Products is governed by the terms of an agreement entered between Reseller and End User and not by the terms of this Agreement. Taiwan (i) Section 2.4 is deleted and not replaced (but the section number is reserved). (ii) "Unisys" means Unisys Taiwan Limited, with place of business at 8F, 333 Tun Hua S. Rd., Sec. 2, 106 Taipei, Taiwan, Republic of China ("ROC"). (iii) Section 3.3(a) is replaced in its entirety as follows: "(a) In the event of any controversy or claim arising out of or relating to this Agreement, either party may provide notice to the other of such controversy or claim, and arbitration under this Section shall be the parties' sole recourse with respect to any unresolved controversy or claim arising out of or relating in any way to this Agreement (whether in contract, tort or otherwise), except as specifically provided in Section 3.3(b). Following receipt of the notice, the parties shall consult and negotiate with each other in an attempt to reach a resolution satisfactory to both parties. If a resolution is not reached, then any unresolved controversy or claim arising out of or relating to this Agreement that either party chooses to pursue shall be resolved by binding arbitration (before one arbitrator) in accordance with the ROC Arbitration Act. The place of the arbitration shall be Taipei, Taiwan, and the language of the arbitration shall be English. The arbitrator will have no authority to award punitive damages. Each party shall bear its internal expenses and its attorney's fees and expenses, and the costs of the arbitration will be borne equally by the parties." (iv) Section 3.6(a) is replaced in its entirety as follows: "(a) THE FORMATION, PERFORMANCE, AND INTERPRETATION OF THIS AGREEMENT, AND ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE GOVERNED BY THE LAWS OF TAIWAN, ROC." (v) Section 3.6(g) is replaced in its entirety as follows: "(g) End User shall send all notices in writing to Law Department, Unisys Taiwan Limited, 8F, 333 Tun Hua S. Rd., Sec. 2, 106 Taipei, Taiwan, ROC, or such other address notified by Unisys to End User in writing hereunder." United Kingdom (i) Section 2.4 is deleted and not replaced (but the section number is reserved). (ii) "Unisys" means Unisys Limited, with place of business at Building 6, Chiswick Park, 566 Chiswick High Road, London, England W4 5HR. (iii) Section 3.3(a) is replaced in its entirety as follows: "(a) In the event of any controversy or claim arising out of or relating to this Agreement, the parties agree that they shall cooperate in good faith to resolve that dispute by referring it to its respective senior management prior to commencing any court case. If the parties are unable to reach an agreement within 30 days from the written request by one of the parties aimed at such amicable settlement, either party may take court action under the exclusive jurisdiction of the English Courts." (iv) Section 3.6(a) is replaced in its entirety as follows: "(a) THE FORMATION, PERFORMANCE, AND INTERPRETATION OF THIS AGREEMENT, AND ANY CONTROVERSY OR CLAIM (INCLUDING NON-CONTRACTUAL DISPUTES AND CLAIMS) ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF ENGLAND AND WALES." (v) Section 3.6(g) is replaced in its entirety as follows: "(g) End User shall send all notices in writing to Law Department, Unisys Limited, Hertford House, Hertford Place, Denham Way, Maple Cross, Rickmansworth, Hertfordshire, WD3 9AB, United Kingdom, or such other address notified by Unisys to End User in writing hereunder." (vi) No person who is not a party to this Agreement (including employee, officer, agent, representative or sub-contractor of either party) shall have the right (whether under statute or otherwise) to enforce any term of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this paragraph. Even if, despite this exclusion, a person who is not a party to this Agreement (including any employee, officer, agent, representative or sub-contractor of either party) has a right to enforce any term of this Agreement, the parties may vary or cancel this Agreement by agreement between them without requiring the consent of such third party. All countries in Europe and not covered above (i) Section 2.4 is deleted and not replaced (but the section number is reserved). (ii) "Unisys" means Unisys Europe Limited, with place of business at Building 6, Chiswick Park, 566 Chiswick High Road, London, England W4 5HR. (iii) Section 3.3(a) is replaced in its entirety as follows: "(a) In the event of any controversy or claim arising out of or relating to this Agreement, the parties agree that they shall cooperate in good faith to resolve that dispute by referring it to its respective senior management prior to commencing any court case. If the parties are unable to reach an agreement within 30 days from the written request by one of the parties aimed at such amicable settlement, either party may take court action under the exclusive jurisdiction of the English Courts." (iv) Section 3.6(a) is replaced in its entirety as follows: "(a) THE FORMATION, PERFORMANCE, AND INTERPRETATION OF THIS AGREEMENT, AND ANY CONTROVERSY OR CLAIM (INCLUDING NON-CONTRACTUAL DISPUTES AND CLAIMS) ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF ENGLAND AND WALES." (v) Section 3.6(g) is replaced in its entirety as follows: "(g) End User shall send all notices in writing to Law Department, Unisys Europe Limited, Hertford House, Hertford Place, Denham Way, Maple Cross, Rickmansworth, Hertfordshire, WD3 9AB, United Kingdom, or such other address notified by Unisys to End User in writing hereunder." (vi) No person who is not a party to this Agreement (including employee, officer, agent, representative or sub-contractor of either party) shall have the right (whether under statute or otherwise) to enforce any term of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this paragraph. Even if, despite this exclusion, a person who is not a party to this Agreement (including any employee, officer, agent, representative or sub-contractor of either party) has a right to enforce any term of this Agreement, the parties may vary or cancel this Agreement by agreement between them without requiring the consent of such third party. All other countries not listed above and in the Middle East (i) Section 2.4 is deleted and not replaced (but the section number is reserved). (ii) "Unisys" means Unisys World Trade, Inc., with place of business at Hertford House, Hertford Place, Denham Way, Maple Cross, Rickmansworth, Hertfordshire, WD3 9AB, United Kingdom. (iii) Section 3.3(a) is replaced in its entirety as follows: "(a) In the event of any controversy or claim arising out of or relating to this Agreement, either party may provide notice to the other of such controversy or claim, and arbitration under this Section shall be the parties' sole recourse with respect to any unresolved controversy or claim arising out of or relating in any way to this Agreement (whether in contract, tort or otherwise), except as provided in Section 3.3(b). Following receipt of the notice, the parties shall consult and negotiate with each other in an attempt to reach a resolution satisfactory to both parties. If a resolution is not reached, then any unresolved controversy or claim arising out of or relating to this Agreement that either party chooses to pursue shall be resolved by binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with LCIA rules then in effect, as amended by this Section. Unless otherwise agreed by the parties in writing, there will be one arbitrator. The arbitrator will be selected by the parties from a panel of persons having experience with and knowledge of electronic computers and the information services business. The arbitration, including the making of the award, shall take place in London, England, which place shall be the seat of the arbitration. The London Court of International Arbitration shall be the appointing authority, if necessary. All submissions and awards in relation to arbitration hereunder shall be made in English and all arbitration proceedings shall be conducted in English. The arbitrator will have no authority to award punitive damages or damages not envisaged under this Agreement. Each party shall bear its internal expenses and its attorney's fees and expenses, and the costs of the arbitration will be borne equally by the parties." (iv) Section 3.6(a) is replaced in its entirety as follows: "(a) THE FORMATION, PERFORMANCE, AND INTERPRETATION OF THIS AGREEMENT, AND ANY CONTROVERSY OR CLAIM (INCLUDING NON-CONTRACTUAL DISPUTES AND CLAIMS) ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF ENGLAND AND WALES." (v) Section 3.6(g) is replaced in its entirety as follows: "(g) End User shall send all notices in writing to Law Department, Unisys Limited, Hertford House, Hertford Place, Denham Way, Maple Cross, Rickmansworth, Hertfordshire, WD3 9AB, United Kingdom, or such other address notified by Unisys to End User in writing hereunder." (vi) No person who is not a party to this Agreement (including employee, officer, agent, representative or sub-contractor of either party) shall have the right (whether under statute or otherwise) to enforce any term of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this paragraph. Even if, despite this exclusion, a person who is not a party to this Agreement (including any employee, officer, agent, representative or sub-contractor of either party) has a right to enforce any term of this Agreement, the parties may vary or cancel this Agreement by agreement between them without requiring the consent of such third party. All countries not listed above and outside of North America, Europe and the Middle East (i) Section 2.4 is deleted and not replaced (but the section number is reserved). (ii) Section 3.3(a) is modified so that the International Arbitration Rules apply instead of the Commercial Arbitration Rules, and the place of the arbitration shall be New York, New York, USA instead of Philadelphia, Pennsylvania, USA. Otherwise, Section 3.3(a) remains unchanged and in effect. (iii) Section 3.6(a) is replaced in its entirety as follows: "(a) THE FORMATION, PERFORMANCE, AND INTERPRETATION OF THIS AGREEMENT, AND ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, USA." (iv) Section 3.6(g) is replaced in its entirety as follows: "(g) End User shall send all notices to Unisys in writing, by a reputable international courier service, or by registered air mail (with return receipt requested), addressed to: Unisys Corporation, Law Department, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422, USA, or to such other address notified by Unisys to End User in writing hereunder. 4.3 Direct Sale Unique Terms Notwithstanding anything to the contrary in Section 4.2: (a) If End User obtained the Products directly from a subsidiary of Unisys Corporation, for purposes of this Agreement, "Unisys" shall mean such subsidiary. (b) If End User obtained the Products directly from Unisys Corporation or a subsidiary of Unisys Corporation: (i) Sections 3.1, 3.2, 3.3, 3.6(a) and 3.6(g) of this Agreement shall not apply, but rather, the corresponding terms of the agreement entered by End User and Unisys Corporation or such subsidiary (the "Master Agreement") regarding the purchase or evaluation of the Products shall apply to this Agreement and are incorporated herein by reference. (ii) This Agreement supplements the Master Agreement and to the extent of any conflict between this Agreement and the Master Agreement, this Agreement governs. (iii) The right to return the Products as provided in the introductory paragraph of this Agreement does not apply.