Common use of Exclusion and Limitation Clause in Contracts

Exclusion and Limitation. Notwithstanding anything to the contrary herein, the performance standards described in this Schedule “A” shall not apply to defects, Incidents, non-standard ERP configurations, unavailability of Subscription Services, incapacity to use Subscription Services as planned or other situations which do result, in whole or in part, from Client or Authorized Users or Third Party negligent acts or faults or omissions (the “Excluded Events”). Should the Parties fail to agree on the cause of the Incident or unavailability of Subscription Services, and more precisely, should they fail to agree as to whether the remedial actions fall within the specifications imposed upon Nakisa, they shall rapidly agree on the terms and conditions of a Subscription Services Agreement, including the applicable fees that would have to be paid by Client should the case be determined as falling in Excluded Events category, and settle any dispute after the remedial measures will have been taken. Except as expressly provided in the Agreement, neither Nakisa nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Client agrees that it is not relying on delivery of future functionality, public comments or advertising of Nakisa or product roadmaps in obtaining subscriptions for any Subscription Services. **************************************************** END OF SUPPORT AND MAINTENANCE SERVICES SCHEDULE SUBSCRIPTION SERVICES AGREEMENT SCHEDULE “B” SALES PROPOSAL SUBSCRIPTION SERVICES AGREEMENT SCHEDULE “C” CLIENT REGISTRATION FORM Legal Name of Corporation Address

Exclusion and Limitation. Notwithstanding anything to the contrary herein, the performance standards described in this Schedule “A” shall not apply to defects, Incidents, non-standard ERP configurations, unavailability of Subscription Services, incapacity to use Subscription Services as planned or other situations which do result, in whole or in part, from Client or Authorized Users or Third Party negligent acts or faults or omissions (the “Excluded Events”). Should the Parties fail to agree on the cause of the Incident or unavailability of Subscription Services, and more precisely, should they fail to agree as to whether the remedial actions fall within the specifications imposed upon Nakisa, they shall rapidly agree on the terms and conditions of a Subscription Services Agreement, including the applicable fees that would have to be paid by Client should the case be determined as falling in Excluded Events category, and settle any dispute after the remedial measures will have been taken. Except as expressly provided in the Agreement, neither Nakisa nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Client agrees that it is not relying on delivery of future functionality, public comments or advertising of Nakisa or product roadmaps in obtaining subscriptions for any Subscription Services. **************************************************** END OF SUPPORT AND MAINTENANCE SERVICES SCHEDULE SUBSCRIPTION SERVICES AGREEMENT SCHEDULE “B” SALES PROPOSAL SUBSCRIPTION SERVICES AGREEMENT SCHEDULE “C” CLIENT REGISTRATION FORM Legal Name SERVICE FEES Subscription term: 3 years from Effective Date Products Unit Price (Annual) Service Fees(1) Engine OrgDesign Module OrgChart Module $XX/Engine $XX Users(2) X Standard Users $XX/user $XX X Professional Users $XX/user $XX X Admin Users $XX/user $XX Other X Additional Server $XX/server (up to X employees) $XX Subtotal – Annual Service Fees $XX One-Time Discount $XX Total Annual Service Fees(5) $XX The products, prices, quantities and discounts quoted herein are considered bundled pricing and an individual component cannot be considered separately. Any changes to products or quantities may result in a price adjustment. Standard User Access to: Org Chart, Team design, RIF, Succession Management and Extended Dashboards. Limited Access to: Org Design and Org Merger for collaboration purposes ONLY (no scenario creation, validation, synchronization, import or write-back). Hanelly Roles: Manager, HR, and HR_Location Roles. Professional User Full access to all modules including Insights, subjective to licenses. Hanelly Roles: Creator and Writer Roles. Admin User Access to the Nakisa Administrator for configuration activities including but not limited to application settings (views, searches, profiles, captions, etc.), security settings, ERP integrations, and data management. Hanelly Roles: Func_Admin The initial Service Fees payment shall be invoiced as of Corporation Addressthe Subscription Services Effective Date and then subsequently invoiced yearly and in advance on the anniversary date of this Subscription Services Agreement. Application and data storage under this Subscription Services Agreement is limited to 000 XX for the production environment and 120 GB for the quality assurance environment. Additional storage requirements or storage for other environments shall be available in increments of 500GB at the then applicable rates. The increase in the annual cost for a period less than one (1) year will be prorated and invoiced at the time additional data storage is provided. Upon full execution of this Subscription Services Agreement, Nakisa shall provide Client with the following two (2) environments: quality assurance and production. Payment Schedule: Year 1 Service Fees: Receipt of the Subscription Fees within 30 days from the date of Nakisa’s invoice Year 2 Service Fees: Receipt of the Subscription Fees by no later than the day marking the second anniversary from the Effective Date.

Exclusion and Limitation. Notwithstanding anything to the contrary herein, the performance standards described in this Schedule “A” shall not apply to defects, Incidents, non-standard ERP configurations, unavailability of Subscription Services, incapacity to use Subscription Services as planned or other situations which do result, in whole or in part, from Client or Authorized Users or Third Party negligent acts or faults or omissions (the “Excluded Events”). Should the Parties fail to agree on the cause of the Incident or unavailability of Subscription Services, and more precisely, should they fail to agree as to whether the remedial actions fall within the specifications imposed upon Nakisa, they shall rapidly agree on the terms and conditions of a Subscription Services Agreement, including the applicable fees that would have to be paid by Client should the case be determined as falling in Excluded Events category, and settle any dispute after the remedial measures will have been taken. Except as expressly provided in the Agreement, neither Nakisa nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Client agrees that it is not relying on delivery of future functionality, public comments or advertising of Nakisa or product roadmaps in obtaining subscriptions for any Subscription Services. **************************************************** END OF SUPPORT AND MAINTENANCE SERVICES SCHEDULE SUBSCRIPTION SERVICES AGREEMENT SCHEDULE “B” SALES PROPOSAL SUBSCRIPTION SERVICES AGREEMENT SCHEDULE SERVICE FEES Subscription Term: 3 years from Effective Date Products Unit Price (Annual) Service Fees (1) Engine Nakisa Lease Administration Engine (“C” CLIENT REGISTRATION FORM Legal Name NLAE”) $XX/Engine $XX Users X Standard Users $XX/Standard User/year $XX Modules Financial Analysis Module $XX or N/A $XX or N/A Other API # Additional Environment Included $XX/environment Included $XX Subtotal – Annual Service Fees $XX One-Time Discount $XX Total Annual Service Fees $XX The products, prices, quantities and discounts quoted herein are considered bundled pricing and an individual component cannot be considered separately. Any changes to products or quantities may result in a price adjustment. Also, any discounts herein are offered on a one-time basis and shall not apply to any additional purposes. Standard Users are front-end users that have access to any of Corporation Addressthe out-of-the-box roles in the table below. In addition to front-end view only access, Standard Users will have access to the approval workflow and/or will be able to generate out-of-the-box reports only. Role User Access Assigned VP of Leasing Standard Business Owner Standard Management Reporting Standard Financial Disclosure Reporting Standard MASTER USER Professional Lease Administrator Professional Accountant Professional With respect to NLAE, the Service Fees for the Nakisa Lease Administration Engine shall be established based on Client’s annual revenues as disclosed in its yearly audited consolidated financial statements (“Financial Statements”). The Client shall provide a copy of its Financial Statements to Nakisa within forty-five (45) days from its issuance. Based on Client’s total revenues, Nakisa shall have the right to adjust, on a yearly basis, the Service Fees. NLAE license granted hereinabove entitles Client with a right to upload one hundred thousand (100,000) active contracts to the Subscription Services. With respect to Standard Users, for any request by the Client for an increase in the number of such Users, the Client shall pay additional fees in the amount of the number of additional users multiplied by the cost per user indicated herein above. The Service Fees shall in no event fall below the initial Service Fees outlined above. The initial Service Fees payment shall be invoiced as of the Subscription Services Effective Date and then subsequently invoiced yearly and in advance on the anniversary date of the Subscription Services Agreement. Application and data storage granted under this Subscription Services Agreement is 500 GB for the production environment and 120 GB for the quality assurance environment. Additional storage requirements or storage for other environments shall be in increments of 500GB at the them applicable fees. The increase in the annual cost for a period less than one (1) year will be prorated and invoiced at the time additional data storage is provided. Upon full execution of this Subscription Services Agreement, Nakisa shall provide Client with the following two (2) environments: quality assurance and production. Payment Schedule: Year 1 Service Fees: Receipt of the Subscription Fees within 30 days from the date of Xxxxxx’s invoice Year 2 Service Fees: Receipt of the Subscription Fees by no later than the day marking the second anniversary from the Effective Date.