Common use of Access and Use Clause in Contracts

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. Each Customer listed in section E: CUSTOMERS shall pay SAGE the Annual Hosting Fee as stated in section G. FEES and in accordance with the terms of the Agreement and this Exhibit. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytime, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows:

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. Each Customer listed This Exhibit shall commence upon invoicing of the Purchase Fee (as defined in section E: CUSTOMERS Schedule 2) and shall pay SAGE remain in effect for the Annual Hosting Fee as term stated in section G. Section G: FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the terms of the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Serviceupon expiration or termination of this Exhibit, Customer shall have the Customer’s right to self-host access and use the Product(s) or engage a third party at no cost to on the SAGE to host the Product(s)platform as set forth herein shall immediately cease. Upon written request by SAGE may cancel this Agreement if Customer at anytime, SAGE shall supply Customer with a digital copy violates any of the Product(s)’ content in a form terms and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows:conditions set forth herein.

Access and Use. Access Grantee agrees to license or otherwise make available to MassCEC in perpetuity, without charge, Xxxxxxx’s interest in and copyright (if any) to all non-confidential materials prepared and produced in relation to the content Project, including, without limitation, all plans, specifications, and analyses developed in connection with the Project and specified as being for MassCEC’s use and public dissemination; provided, however, that any and all inventions that are conceived or first reduced to use during the course of the Project shall be the sole property of Grantee (except that if jointly invented, title shall flow in accordance with United States patent law), and any licensing requests for such inventions shall be subject to good faith negotiations between the Parties. Audit At any time prior to the completion of the Project and as otherwise provided as described in section F: PRODUCTS provided this section, MassCEC shall have the right to audit Grantee’s or its other agents’ records to confirm the use of the Grant awarded under this Agreement. If such audit reveals that the Customer pays all Product and Hosting Fees due any portion of such funds was used for purposes not permitted under the Agreement (a “Nonconformance Event”), then Grantee shall refund to MassCEC the amount determined by such audit to have been improperly used within thirty (30) days of Xxxxxxx’s receipt of such audit and demand. In the event such audit reveals a Nonconformance Event, MassCEC shall be entitled to immediately terminate this ExhibitAgreement and discontinue disbursing Grant Installments to Grantee from the date the audit is completed, subject to any limitations set forth by Section 8. Each Customer listed in section E: CUSTOMERS Grantee shall pay SAGE maintain books, records, and other compilations of data pertaining to the Annual Hosting Fee as stated in section G. FEES funds paid pursuant to this Agreement to the extent and in accordance with the terms such detail as to properly substantiate use of the Agreement and this Exhibitsuch payments. The License granted herein All such records shall be extended to kept for a period of seven (7) years, starting on the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to first day after final payment by Customer of all Fees due under the Agreement and this Exhibit(the “Retention Period”). If any litigation, claim, negotiation, audit, or other action involving the Customer and Authorized Users shall have unlimited access records is commenced prior to the Product(s), 24 hours/day, seven days/week subject to the terms expiration of the Agreement Retention Period, all records shall be retained until completion of the audit or other action and this Exhibitresolution of all issues resulting from audit or other action, or until the end of the Retention Period, whichever is later. Notwithstanding MassCEC or the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve Commonwealth or any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE of their duly authorized representatives shall have the right at reasonable times and upon reasonable notice, to examine and copy at reasonable expense, the books, records, and other compilations of data of Grantee which pertain to the provisions and requirements of this Agreement. Such access may include on-site audits, review, and copying of records. Assignment and Subcontracting Grantee shall not assign or in any time as determined way transfer any interest in Grant funds without the prior written consent of MassCEC, nor shall Grantee subcontract any of its sole discretion obligations hereunder without the prior written consent of MassCEC; provided, however, that any subcontract entered into by Grantee pursuant to this Section 12 shall not relieve Grantee from any of its obligations pursuant to this Agreement, any act or omission by a subcontractor of Grantee shall be deemed an act or omission by Grantee, and Grantee shall be responsible for any reason on a case by case basis each of its subcontractors complying with all obligations of Grantee pursuant to cease providing the Hosting Servicethis Agreement. In the event SAGE elects Compliance with Laws Grantee agrees to cease providing the Hosting Servicecomply with all applicable federal, Customer state, and local statutes, rules, regulations, and permitting requirements, including, but not limited to, all laws promoting fair employment practices or prohibiting employment discrimination and unfair labor practices, and shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytime, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. Customer acknowledges and agrees that not discriminate in the event hiring of such self-hosting any applicant for employment nor shall any qualified employee be demoted, discharged, or third-party hostingotherwise subject to discrimination in the tenure, Customer’s perpetual use position, promotional opportunities, wages, benefits, or terms and conditions of the Product(s) shall continue to be governed their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation, gender identity, or for exercising any rights afforded by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows:law.

Access and Use. Access Grantee agrees to license or otherwise make available to MassCEC in perpetuity, without charge, Xxxxxxx’s interest in and copyright (if any) to all non-confidential materials prepared and produced in relation to the content Project, including, without limitation, all plans, specifications, and analyses developed in connection with the Project and specified as being for MassCEC’s use and public dissemination; provided, however, that any and all inventions that are conceived or first reduced to use during the course of the Project shall be the sole property of Grantee (except that if jointly invented, title shall flow in accordance with United States patent law), and any licensing requests for such inventions shall be subject to good faith negotiations between the Parties. Grantee represents and warrants that Deliverables will not infringe on any copyright, right of privacy, or personal or proprietary rights of others. Audit At any time prior to the completion of the Project and as otherwise provided as described in section F: PRODUCTS provided this section, MassCEC shall have the right to audit Grantee’s or its other agents’ records to confirm the use of the Grant awarded under this Agreement. If such audit reveals that the Customer pays all Product and Hosting Fees due any portion of such funds was used for purposes not permitted under the Agreement (a “Nonconformance Event”), then Grantee shall refund to MassCEC the amount determined by such audit to have been improperly used within thirty (30) days of Xxxxxxx’s receipt of such audit and demand. In the event such audit reveals a Nonconformance Event, MassCEC shall be entitled to immediately terminate this ExhibitAgreement and discontinue disbursing Grant Installments to Grantee from the date the audit is completed, subject to any limitations set forth by Section 8. Each Customer listed in section E: CUSTOMERS Grantee shall pay SAGE maintain books, records, and other compilations of data pertaining to the Annual Hosting Fee as stated in section G. FEES funds paid pursuant to this Agreement to the extent and in accordance with the terms such detail as to properly substantiate use of the Agreement and this Exhibitsuch payments. The License granted herein All such records shall be extended to kept for a period of seven (7) years, starting on the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to first day after final payment by Customer of all Fees due under the Agreement and this Exhibit(the “Retention Period”). If any litigation, claim, negotiation, audit, or other action involving the Customer and Authorized Users shall have unlimited access records is commenced prior to the Product(s), 24 hours/day, seven days/week subject to the terms expiration of the Agreement Retention Period, all records shall be retained until completion of the audit or other action and this Exhibitresolution of all issues resulting from audit or other action, or until the end of the Retention Period, whichever is later. Notwithstanding MassCEC or the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve Commonwealth or any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE of their duly authorized representatives shall have the right at reasonable times and upon reasonable notice, to examine and copy at reasonable expense, the books, records, and other compilations of data of Grantee which pertain to the provisions and requirements of this Agreement. Such access may include on-site audits, review, and copying of records. Assignment and Subcontracting Grantee shall not assign or in any time as determined way transfer any interest in Grant funds without the prior written consent of MassCEC, nor shall Grantee subcontract any of its sole discretion obligations hereunder without the prior written consent of MassCEC; provided, however, that any subcontract entered into by Grantee pursuant to this Section 12 shall not relieve Grantee from any of its obligations pursuant to this Agreement, any act or omission by a subcontractor of Grantee shall be deemed an act or omission by Grantee, and Grantee shall be responsible for any reason on a case by case basis each of its subcontractors complying with all obligations of Grantee pursuant to cease providing the Hosting Servicethis Agreement. In the event SAGE elects Compliance with Laws Grantee agrees to cease providing the Hosting Servicecomply with all applicable federal, Customer state, and local statutes, rules, regulations, and permitting requirements, including, but not limited to, all laws promoting fair employment practices or prohibiting employment discrimination and unfair labor practices, and shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytime, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. Customer acknowledges and agrees that not discriminate in the event hiring of such self-hosting any applicant for employment nor shall any qualified employee be demoted, discharged, or third-party hostingotherwise subject to discrimination in the tenure, Customer’s perpetual use position, promotional opportunities, wages, benefits, or terms and conditions of the Product(s) shall continue to be governed their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation, gender identity, or for exercising any rights afforded by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows:law.

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. Each Customer listed in section E: CUSTOMERS shall pay SAGE the Annual Hosting Fee as stated in section G. FEES and in accordance with the terms of the Agreement and this Exhibit. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this ExhibitExhibit (the “Hosting Service”). Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytime, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows:

Access and Use. This Exhibit shall be in effect for the dates stated in Section E: FEES (the “Term”). Access to the content shall be provided as described in section FD: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. Each The SAGE Premier All Access Model offers Customer access to all SAGE Journal titles that are part of the SAGE Premier offer, including all titles which are added to the published SAGE Premier list (new titles added in January of each year) for the duration (term) of the Agreement. Titles which cease to be published by SAGE during the term of this Agreement shall cease to be included in the list of titles included in the SAGE Premier All Access Model from the time at which they cease to be published by SAGE. For titles transferring to SAGE from other publishers during the term of the agreement, Customer will be required to maintain, at SAGE’s list price, any bona-fide single-title subscriptions the Customer held with the former publisher in the year preceding the transfer (“Transfer Subscriptions”). If the Customer received access to a transferring title through a package, they will not be required to maintain any single subscription to the transferring title. The SAGE Premier Fixed Model offers Customer access to SAGE journal titles as listed in section E: CUSTOMERS shall pay SAGE Schedule 3, attached hereto and incorporated herein by this reference, for the Annual Hosting Fee as stated in section G. FEES and in accordance with the terms duration (term) of the Agreement and this ExhibitAgreement. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to In the contraryevent that SAGE cannot provide access, SAGE shall ensure that the Customer has access to the perpetual content by providing it in digital format for the Customer to locally host or SAGE shall make arrangements for the Customer to have access to the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage perpetual content via a third party at no cost to SAGE to host archiving DocuSign Envelope ID: E6F70093-EF65-4D2B-AE73-7C7327D79D90 organization such as Portico, LOCKSS or the Product(s)Royal Dutch Library. Upon written request by Customer at anytimeany time, SAGE shall supply Customer with a digital copy of the Product(s)’ perpetual content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. SAGE will exercise reasonable efforts to retain content from loss of licensing so as to provide access to perpetually owned content or SAGE will inform subsequent publishers of Customer’s content rights, but SAGE makes no guarantee in relation thereto. Notwithstanding anything herein to the contrary, in the event that SAGE loses the right to license any of the content comprising the Product during the term of the Agreement or this Exhibit in an amount that equates to 5% or more of the total net number of titles initially included in the Product under the Agreement, SAGE will provide Customer with a pro-rata adjustment to the pricing reflected herein in an amount that will reflect the reduction of the net adjusted number of titles that remain in the content comprising the Product compared with the net number of titles initially included in the Product under the Agreement. SAGE will exercise reasonable efforts to retain content from loss of licensing so as to provide access to perpetually owned content or SAGE will inform subsequent publishers of Customer’s content rights, but SAGE makes no guarantee in relation thereto. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth herein. Any Customer that has had its subscription cancelled due to breach shall not be entitled to access the Products or any portion thereof after such cancellation. Notwithstanding the foregoing, XXXX acknowledges and agrees that a Customer may cancel its subscription after the Parties may terminate first year due to non-availability of funds for the Hosting Service subsequent years during the Term. In the event of a Customer’s expressed intent to cancel, Customer shall provide to SAGE ninety (90) days written of such intent prior to the actual date of cancellation. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access the complimentary content shall immediately cease. In the event Customer wishes to obtain print access to any of the Product, SAGE will offer a Deep Discount Price of 75% off published list prices, referred to as follows:‘combined price’ on the SAGE price list. The Deep Discount Price does not apply to Existing Holdings as listed in Schedule 2 or Transfer Subscriptions as defined above. In order to receive this Deep Discount rate, the Customer must notify SAGE or the Customer’s preferred agent of its interest, and provide a complete list of all titles that it wishes to receive. Requests or inquiries should be sent directly to XXXxxxx@xxxxxxx.xxx or call 000-000-0000.

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. Each Customer listed This Exhibit shall commence upon invoicing of the Purchase Fee (as defined in section E: CUSTOMERS Schedule 2) and shall pay SAGE remain in effect for the Annual Hosting Fee as term stated in section G. Section G: FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the terms of the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this ExhibitExhibit (the “Hosting Service”). Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytime, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows:.

Access and Use. Access 1.1 Unless otherwise set forth in the Referencing Agreement, Service Provider hereby grants to Customer a fixed term, worldwide, nonexclusive, royalty free (for the content shall be provided Subscription Term, upon full payment of Fees), non- sublicensable and non-transferable right to access and use the Software solely as described in section F: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. Each Customer listed in section E: CUSTOMERS shall pay SAGE the Annual Hosting Fee as stated in section G. FEES and in accordance with the terms part of the Agreement Services, solely for Customer’s own internal use and this Exhibit. The License granted herein shall be extended solely to perform those functions defined in the Authorized Users of Customer. The Product(s) may be networked user documentation generally available in hard copy or electronic form to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(sService Provider’s general customer base (“Documentation”), and subject to payment all limitations and restrictions contained herein and in the Referencing Agreement (“Use”). All rights and licenses granted hereunder to Use the Services shall terminate immediately, without notice, upon expiration or termination of the Initial Subscription Term (as defined in the Referencing Agreement) or, if renewed, the applicable Renewal Term (as defined in Section 5 herein below). The Service Provider uses various pricing and scope-of-use models in selling licenses to the Services (e.g. per named user, per core). The “License Model” for accessing the Services licensed by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytime, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. Customer acknowledges and agrees that is set forth in the event of such self-hosting Referencing Agreement. The Services may contain or be accompanied by certain third-party hostingcomponents created and separately subscribed to Customer by third parties. CONSEQUENTLY, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the AgreementSERVICE PROVIDER’S PROVISION OF THIRD-PARTY COMPONENTS TO CUSTOMER IS ON AN "AS IS" BASIS WITHOUT WARRANTY FROM SERVICE PROVIDER OF ANY KIND. Notwithstanding the foregoingSERVICE PROVIDER DISCLAIMS ALL WARRANTIES AND INDEMNITIES WITH RESPECT TO THE THIRD- PARTY COMPONENTS, the Parties may terminate the Hosting Service as follows:EXPRESS OR IMPLIED, AND ASSUMES NO LIABILITY WITH RESPECT TO THE THIRD-PARTY COMPONENTS.

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. Each Customer listed in section E: CUSTOMERS shall pay SAGE the Annual Hosting Fee as stated in section G. FEES and in accordance with the terms of the Agreement and this Exhibit. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this ExhibitExhibit (the “Hosting Service”). Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytimeany time, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows:

Access and Use. This Exhibit shall be in effect from January 1, 2019 through December 31, 2019 (the “Term”). Access to the content shall be provided as described in section FD: PRODUCTS provided that the Customer Licensee pays all Product and Hosting Fees due under the Agreement and this Exhibit. Each Customer The SAGE Premier All Access Model offers Licensee access to all SAGE Journal titles that are part of the SAGE Premier offer, including all titles which are added to the published SAGE Premier list (new titles added in January of each year) for the duration (term) of the Agreement. Titles which cease to be published by SAGE during the term of this Agreement shall cease to be included in the list of titles included in the SAGE Premier All Access Model from the time at which they cease to be published by SAGE. For titles transferring to SAGE from other publishers during the term of the agreement, Licensee will be required to maintain, at SAGE’s list price, any bona-fide single-title subscriptions the Licensee held with the former publisher in the year preceding the transfer (“Transfer Subscriptions”). If the Licensee received access to a transferring title through a package, they will not be required to maintain any single subscription to the transferring title. The SAGE Premier Fixed Model offers Licensee access to SAGE journal titles as listed in section E: CUSTOMERS shall pay SAGE Schedule 3, attached hereto and incorporated herein by this reference, for the Annual Hosting Fee as stated in section G. FEES and in accordance with the terms duration (term) of the Agreement and this ExhibitAgreement. The License granted herein shall be extended to the Authorized Users of CustomerLicensee. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer Licensee as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by CustomerLicensee. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer Licensee of all Fees due under the Agreement and this Exhibit, the Customer Licensee and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein Licensee’s use of the Product(s) shall be subject to the contrary, SAGE shall have terms of the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting ServiceAgreement and this Exhibit. In the event that SAGE elects cannot provide access, SAGE shall ensure that the Licensee has access to cease the perpetual content by providing it in digital format for the Hosting Service, Customer Licensee to locally host or SAGE shall make arrangements for the Licensee to have access to the right to self-host the Product(s) or engage perpetual content via a third party at no cost to SAGE to host archiving organization such as Portico, LOCKSS or the Product(s)Royal Dutch Library. Upon written request by Customer Licensee at anytimeany time, SAGE shall supply Customer Licensee with a digital copy of the Product(s)’ perpetual content in a form mutually- agreed format and format designated by SAGEmedium. Customer Licensee acknowledges and agrees that in the event of such self-hosting or third-party hosting, CustomerLicensee’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding anything herein to the contrary, in the event that SAGE loses the right to license any of the content comprising the Licensed Materials during the term of the Agreement or this Exhibit in an amount that equates to 5% or more of the total net number of titles initially included in the Licensed Materials under the Agreement, SAGE will provide Licensee with a pro-rata adjustment to the pricing reflected herein in an amount that will reflect the reduction of the net adjusted number of titles that remain in the content comprising the Licensed Materials compared with the net number of titles initially included in the Licensed Materials under the Agreement. SAGE will exercise reasonable efforts to retain content from loss of licensing so as to provide access to perpetually owned content or SAGE will inform subsequent publishers of Licensee’s content rights, but SAGE makes no guarantee in relation thereto. SAGE may cancel this Agreement if Licensee violates any of the terms and conditions set forth herein. Any Licensee that has had its subscription cancelled due to breach shall not be entitled to leased access the Licensed Materials or any portion thereof after such cancellation. Notwithstanding the foregoing, SAGE acknowledges and agrees that a Licensee may cancel its subscription after the Parties may terminate first year due to non-availability of funds for the Hosting Service subsequent years during the Term. In the event of a Licensee’s expressed intent to cancel, Licensee shall provide to SAGE ninety (90) days written notice of such intent prior to the actual date of cancellation. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Licensee’s right to access the complimentary content shall immediately cease. In the event Licensee wishes to obtain print access to any of the Licensed Materials, SAGE will offer a Deep Discount Price of 75% off published list prices, referred to as follows:‘combined price’ on the SAGE price list. The Deep Discount Price does not apply to Existing Holdings as listed in Schedule 2 or Transfer Subscriptions as defined above. In order to receive this Deep Discount rate, the Licensee must notify SAGE or the Licensee’s preferred agent of its interest, and provide a complete list of all titles that it wishes to receive. Requests or inquiries should be sent directly to XXXxxxx@xxxxxxx.xxx or call 000-000-0000.

Access and Use. This Exhibit shall be in effect for the dates stated in Section E: FEES (the “Term”). Access to the content shall be provided as described in section FD: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. Each The SAGE Premier Fixed Model offers Customer access to SAGE journal titles as listed in section E: CUSTOMERS shall pay SAGE Schedule 3, attached hereto and incorporated herein by this reference, for the Annual Hosting Fee as stated in section G. FEES and in accordance with the terms duration (term) of the Agreement and this ExhibitAgreement. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service hosting service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to In the contraryevent that SAGE cannot provide access, SAGE shall ensure that the Customer has access to the perpetual content by providing it in digital format for the Customer to locally host or SAGE shall make arrangements for the Customer to have access to the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage perpetual content via a third party at no cost to SAGE to host archiving organization such as Portico, LOCKSS or the Product(s)Royal Dutch Library. Upon written request by Customer at anytimeany time, SAGE shall supply Customer with a digital copy of the Product(s)’ perpetual content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding anything herein to the contrary, in the event that SAGE loses the right to license any of the content comprising the Product during the term of the Agreement or this Exhibit in an amount that equates to 5% or more of the total net number of titles initially included in the Product under the Agreement, SAGE will provide Customer with a pro-rata adjustment to the pricing reflected herein in an amount that will reflect the reduction of the net adjusted number of titles that remain in the content comprising the Product compared with the net number of titles initially included in the Product under the Agreement. SAGE will exercise reasonable efforts to retain content from loss of licensing so as to provide access to perpetually owned content or SAGE will inform subsequent publishers of Customer’s content rights, but SAGE makes no guarantee in relation thereto. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth herein. Any Customer that has had its subscription cancelled due to breach shall not be entitled to access the Products or any portion thereof after such cancellation. Notwithstanding the foregoing, SAGE acknowledges and agrees that a Customer may cancel its subscription after the Parties may terminate first year due to non-availability of funds for the Hosting Service subsequent years during the Term. In the event of a Customer’s expressed intent to cancel, Customer shall provide to SAGE ninety (90) days written of such intent prior to the actual date of cancellation. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access the complimentary content shall immediately cease. In the event Customer wishes to obtain print access to any of the Product, SAGE will offer a Deep Discount Price of 75% off published list prices, referred to as follows:‘combined price’ on the SAGE price list. The Deep Discount Price does not apply to Existing Holdings as listed in Schedule 2 or Transfer Subscriptions as defined above. In order to receive this Deep Discount rate, the Customer must notify SAGE or the Customer’s preferred agent of its interest, and provide a complete list of all titles that it wishes to receive. Requests or inquiries should be sent directly to XXXxxxx@xxxxxxx.xxx or call 000-000-0000.

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. Each Customer listed This Exhibit shall commence upon invoicing of the Purchase Fee (as defined in section E: CUSTOMERS Schedule 2) and shall pay SAGE remain in effect for the Annual Hosting Fee as term stated in section G. Section G: FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the terms of the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this ExhibitExhibit (the “Hosting Service”). Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Serviceupon expiration or termination of this Exhibit, Customer shall have the Customer’s right to self-host access and use the Product(s) or engage a third party at no cost to on the SAGE to host the Product(s)platform as set forth herein shall immediately cease. Upon written request by SAGE may cancel this Agreement if Customer at anytime, SAGE shall supply Customer with a digital copy violates any of the Product(s)’ content in a form terms and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows:conditions set forth herein.

Access and Use. Access to the content shall be provided as described in section FD: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. Each Customer listed in section EC: CUSTOMERS shall pay SAGE the Annual Hosting Fee as stated in section G. E. FEES and in accordance with the terms of the Agreement and this Exhibit. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytime, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. There is a small subset of Data Planet content (.34% of the overall content library) within the Basic purchase model that we cannot provide perpetual access rights to, this content includes: Chicago Board Options Exchange, China Data Institute (National Dataset), Xxxx Xxxx’x Atlas of US Presidential Elections, Institute for Supply Management, Intercontinental Exchange Benchmark Administration, and Quandl. Users have access to this content via the Data Planet platform for as long as it exists; however, we can not provide access to this content outside of the Data Planet platform (i.e. thumb drive). Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows: