INTELLECTUAL PROPERTY MATTERS AGREEMENT

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This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of November 27, 2015 (the “Effective Date”), by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and CSRA Inc., a Nevada corporation (“CSRA”). Each of CSC and CSRA is sometimes referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS:

NOW, THEREFORE, in consideration of and subject to the premises and the mutual agreements, terms and conditions herein contained, the benefits to be derived therefrom and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed in the Master Separation and Distribution Agreement. As used in this Agreement, the following terms shall have the following meanings:

References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Sections, Exhibits and Schedules shall be deemed references to Sections of, and Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. In the event of any inconsistency or conflict that may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

and subject to any rights in respect of the Licensed Products or the Applicable Licensed Product Items granted by CSC or any CSC Subsidiaries to any Third Party prior to the date of this Agreement) even as against CSC.

Subsidiary, such contributed operations or businesses shall not be entitled to any of the rights granted pursuant to the Products License.

than and subject to any rights in respect of the Licensed Know-How granted by CSC or any CSC Subsidiaries to any Third Party prior to the date of this Agreement) even as against CSC.

manner that might be offensive to ordinary and customary standards of exceptional service as determined by CSC, in its sole discretion, or that could undermine or damage the reputation of CSC. CSRA further agrees to furnish CSC, upon request, with sample specimens of each item bearing or displaying the Licensed Marks or pre-printed promotional literature, video, media production, web pages, or other marketing aids which CSRA, CSRA Subsidiaries, or any sublicensee proposes to use with and which incorporate the Licensed Marks. CSRA agrees that all advertising and promotional materials in which it and CSRA Subsidiaries and sublicensees use the Licensed Marks shall be truthful in all respects. CSC shall have the right to require CSRA, CSRA Subsidiaries and any sublicensee to make reasonable changes to such literature or marketing aids, or to any goods or services, for the purpose of eliminating inaccuracies, to ensure compliance with the requirements of this section or otherwise to protect the Licensed Marks. If no objection is made by CSC within ten (10) Business Days after its receipt of such material, CSC shall be deemed not to object to its use or distribution. CSC shall not be deemed to endorse the accuracy of, or assume any legal responsibility for the contents of, such promotional material or media presentations. CSRA and CSRA Subsidiaries may not modify, change or alter any Licensed Mark without the prior written consent of CSC. CSRA agrees that it shall not, directly or indirectly, do, omit to do, or permit to be done, any act that will or may dilute the goodwill associated with the Licensed Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Licensed Marks or CSC or that will or may invalidate or jeopardize any registration of the Licensed Marks. CSRA and CSRA Subsidiaries shall not purchase Internet keywords or domain names containing the Licensed Marks.

as permitted under this Agreement will, in all material respects, use the Licensed Marks in a manner reasonably calculated to prevent the Licensed Marks from becoming generic or otherwise invalid.

CSC hereby grants to CSRA an option to license, at any time during the Initial Term, any Other Products as CSRA may from time to time within such period reasonably request for use by CSRA solely within the

CSRA Field. The terms and conditions of any such licenses, including any fees or maintenance rights or obligations, shall be negotiated and agreed between CSC and CSRA on an arm’s-length basis at such time.

to require any obligation from any permitted sublicensee that is inconsistent with the terms and conditions of this Agreement or reduces or eliminates protections of CSC Proprietary Items or CSC’s ownership of CSC Proprietary Items as set forth herein. CSRA shall expressly identify CSC as a third party beneficiary in all written agreements with any sublicensee.

CSRA agrees to notify CSC in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Licensed Know-How or Licensed Marks that comes to the attention of CSRA or a CSRA Subsidiary. CSC shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the CSC Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSC, and CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to CSC as a direct result of an Enforcement Action. CSRA shall, and if requested by CSC cause CSRA Subsidiaries and any sublicensees to, at CSC’s expense, cooperate fully and promptly with CSC with respect to such Enforcement Action, in such manner and to such extent as CSC may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless CSRA, CSRA Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event CSC provides written notice or confirmation to CSRA that it determines not to bring an Enforcement Action, CSRA may, with the prior written consent of CSC (which consent may be withheld by CSC for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Licensed Know-How or Licensed Marks that CSRA reasonably believes would have a material and adverse effect on its business; provided, however, that CSRA shall not compromise or settle any Enforcement Action without the prior written consent of CSC; provided, further that CSRA shall indemnify, defend and hold harmless (at CSRA’s sole cost and expense) CSC for any losses of CSC arising from or relating to such Enforcement Action brought by CSRA without CSC’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by CSRA shall be borne by CSRA and any Recoveries awarded to CSRA as a direct result of an Enforcement Action brought by CSRA shall belong to CSRA. CSC shall, if reasonably requested by CSRA and at CSRA’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring CSC to join as a party any Enforcement Action brought by CSRA.

accordance with Schedule 2.9(a), CSRA shall not, nor shall it allow or give permission to any Third Party, including but not limited to any CSRA Subsidiary, End User or Governmental Entity, to:

For purposes of this Section 2.9(a), CSC Proprietary Items shall include, with respect to Licensed Know-How, only that Licensed Know-How that is Technical Data related to Licensed Products or any other reasonably identifiable products or services in existence and owned by CSC or a CSC Subsidiary as of the Effective Date.

are (A) of a type customarily available in the commercial marketplace or (B) minor modifications made to meet U.S. federal government requirements.

CSRA shall comply with the terms of the license agreements governing Third Party vendor materials incorporated into any of the Licensed Products or Licensed Product Items as and to the extent CSC so notifies CSRA in writing from time to time. None of the licenses or rights to sublicense granted hereby include any license to or right to sublicense the Intellectual Property Rights of any Third Party, unless and only to the extent CSC is authorized to provide such license or right to sublicense to CSRA. CSRA acknowledges and agrees that CSRA shall seek any license to or right to sublicense any Intellectual Property Rights of a Third Party in the CSC Proprietary Items from such Third Party. CSRA shall comply with any requirements set forth in the Reseller Agreement relating to the Intellectual Property Rights of any Third Party in CSC Agility or the Applicable Licensed Product Items.

“Imminent CSRA IP License”). During the Initial Term, the Imminent CSRA IP License shall be limited solely to outside the CSRA Field.

The initial term of this Agreement (the “Initial Term”) shall commence as of the Effective Date and continue through the fifth (5th) anniversary of the Effective Date unless terminated earlier pursuant to Section 11.

CSRA may elect to extend the expiration date of this Agreement for up to one (1) additional period of five (5) years (the “Extension Term”), by providing written notice of such election to CSC at least ninety (90) days before the then-scheduled expiration of the Initial Term of its intent to extend the Initial Term (the Initial Term as extended by an Extension Term, the “Term”).

CSRA shall pay CSC the Maintenance Fee applicable to each License Year within five (5) Business Days of the commencement of such License Year. CSRA shall pay any Additional Maintenance Fees within twenty-one (21) calendar days after completion of any fiscal year during which any such Fees become due.

Each Party shall be responsible for all Taxes imposed on such Party under applicable Law. In no event shall any Party be responsible for Taxes on or measured by net income of the other Party. The Parties shall cooperate with each other to furnish such forms and certificates that they are legally entitled to furnish to eliminate or reduce Taxes on payments described herein. No Party shall be required to “gross up” the other party for Taxes imposed through withholding or deduction. To the extent any Party is required under applicable Law to collect sales, use or similar taxes from the other Party, the Party required to collect such taxes shall separately state the applicable sales, use or similar tax on an invoice rendered to the other Party.

Improvements are developed by or on behalf of CSRA, (ii) help desk support equivalent to at least CSC level 3 help desk support to the extent being provided by CSRA as of the Effective Date in respect of such NPS-Developed Product, (iii) access to the source code relating to any and all Improvements made or created from or based on such NPS-Developed Product by or on behalf of CSRA, and (iv) all maintenance and support services required of CSC under CSC’s existing maintenance and support contracts with its customers relating to such NPS-Developed Product.

modification, abuse or prohibited use of the Licensed Products or use of the Licensed Products that does not comply with the requirements of the Licensed Product Sales Materials, (ii) failure of the Licensed Products resulting from use of the Licensed Products in combination with any other software and/or equipment which has not been supplied or approved in writing by CSC for use with the Licensed Products, (iii) loss of data or any storage media in the possession or under the control of CSRA or any CSRA Subsidiary, (iv) the content and accuracy of any document produced by the Licensed Products, (v) CSRA’s or any CSRA Subsidiary’s negligence or hardware malfunction, (vi) NPS-Developed Products, or (vii) Restricted IP.

CSC will indemnify, defend and hold harmless CSRA, and each of CSRA’s controlled Affiliates and CSRA’s and its controlled Affiliates’ directors, officers, employees, agents and permitted successors and assigns (“CSRA Indemnitees”) from and against any and all Losses incurred by any CSRA Indemnitee as a direct result of any claim by a Third Party that is not a CSRA Affiliate that CSRA’s use of any Improvements to the Licensed Products provided by CSC pursuant to this Agreement infringes or misappropriates any U.S. copyright, trademark or trade secret, except to the extent resulting from (i) CSRA’s modification of the Licensed Products or combination by CSRA of the Licensed Products with other products or services if the Licensed Products would not have been infringing but for such combination or modification, (ii) CSRA’s use of such Licensed Products other than as permitted under this Agreement, (iii) CSRA’s failure to use an updated non-infringing version of the applicable Licensed Products to the extent CSRA was notified that the update cured an infringement, (iv) changes to the Licensed Products made by CSC at the direction of CSRA, (v) any open source software included in the Licensed Products or used by CSRA or an End User

in connection with the Licensed Products, or (vi) any portion of the Licensed Products that is owned by a Third Party.

CSRA will indemnify, defend and hold harmless CSC, and each of CSC’s Affiliates and CSC’s and its Affiliates’ directors, officers, employees, agents and permitted successors and assigns (“CSC Indemnitees”) from and against any and all Losses incurred by any CSC Indemnitee as a direct result of any claim by a Third Party that is not a CSC Affiliate (a) arising from or relating to CSRA’s, CSRA Subsidiaries’ or any End User’s use of the Licensed Products, and/or any end user agreement, documentation or representation provided or made by CSRA to an End User to the extent such end user agreement, documentation or representation differs from the Licensed Product Sales Materials, Licensed Product Documentation, marketing materials and/or Reseller Agreement provided by CSC or (b) that CSC’s use of any Improvements to the Licensed Products provided by CSRA pursuant to this Agreement infringes or misappropriates any U.S. copyright, trademark or trade secret, except to the extent resulting from (i) CSC’s modification of the Licensed Products or combination by CSC of the Licensed Products with other products or services if the Licensed Products would not have been infringing but for such combination or modification, (ii) CSC’s failure to use an updated non-infringing version of the applicable Licensed Products to the extent CSC was notified that the update cured an infringement, (iii) changes to the Licensed Products made by CSRA at the direction of CSC, (iv) any open source software included in the Licensed Products or used by CSC or its customers in connection with the Licensed Products or (v) any portion of the Licensed Products that is owned by a Third Party.

The Parties acknowledge and agree that money damages would not be a sufficient remedy for any breach of Sections 2, 4, or 10 of this Agreement by a Party or any of its Subsidiaries and that the other Party shall, in addition to any other rights it may have at Law or in equity, be entitled to equitable relief, including

injunction and specific performance, as a remedy for any breach (and the Party in breach shall not raise the defense of an adequate remedy at Law) without the posting of a bond or other form of assurance or surety.

EXCEPT WITH RESPECT TO (a) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 9 WITH RESPECT TO THIRD PARTY CLAIMS, (b) EITHER PARTY’S INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER OR USE OF THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER IN ANY MANNER OR FOR ANY PURPOSE OR APPLICATION NOT EXPRESSLY PERMITTED BY THIS AGREEMENT, (c) EITHER PARTY’S BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN THIS AGREEMENT, OR (d) EITHER PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR COSTS, OR FOR LOST OR DAMAGED DATA OR LOSS OF PROFIT OR GOODWILL, WHETHER FORESEEABLE OR NOT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.

All Confidential Information submitted by one Party to the other Party in connection with this Agreement shall be governed by the confidentiality obligations set forth in Section 8.5 of the Master Separation and Distribution Agreement. For purposes of this Agreement, Confidential Information of CSC shall include all CSC Proprietary Items.

Each Party shall require its sublicensees and cause its Affiliates and its and their employees, authorized agents and representatives to comply with the provisions set forth in this Agreement and shall be deemed for purposes of this Agreement to have taken the actions and inactions of the same in connection thereto.

This Agreement may only be terminated if:

and such Party notifies the other Party of its election to terminate this Agreement.

Upon the termination of this Agreement or the expiration of the Term for any reason, the following shall survive: (a) any unsatisfied payment obligation or other right or remedy regardless of whether based on prior default or performance or otherwise, (b) any limitation on the scope, manner, method, or location of the exercise of rights in the CSC Proprietary Items, (c) any limitation, exclusion or waiver of warranties, remedy, liability or damages, (d) any obligation of confidentiality, nondisclosure, return of data or materials, or singular obligation to the extent that the obligation was created by the terms of this Agreement, (e) any right for effectuating any of the aforesaid, (f) the right of CSC to receive any and all Improvements made or created from or based on the Licensed Products or any Licensed Product Items by or on behalf of CSRA or a CSRA Subsidiary or End User following the Effective Date, and (g) the provisions of Sections 2 (except for the right of CSRA to receive Improvements pursuant to Sections 2.1(b), 2.1(d), 2.2(b) and 2.2(d) and the option to license Other Products pursuant to Section 2.6, each of which shall not survive), 3, 4, 8, 9, 10, 11 and 12.

In addition to the actions specifically provided for elsewhere in this Agreement, each Party agrees to execute or cause to be executed and to record or cause to be recorded such other agreements, instruments and other documents, and to take such other action, as reasonably necessary or desirable, to fully effectuate the license grants, assignment, intents and purposes of this Agreement.

This Agreement shall not be construed to place the Parties in the relationship of legal representatives, partners, joint venturers or agents of or with each other. No Party shall have any power to obligate or bind the other Party in any manner whatsoever, except as specifically provided herein.

This Agreement may not be modified or amended, except by an agreement in writing signed by each of the Parties.

The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. This Agreement (including the Schedules) and the Master Separation and Distribution Agreement constitute the entire agreement between the Parties related to the subject matter of the Agreement and supersede all prior agreements, discussions and understandings between the Parties related to its subject matter.

If there is a conflict between any provision of this Agreement and the Master Separation and Distribution Agreement (or any other agreement referred to therein), the provisions of this Agreement will control. If there is a conflict between any provision of this Agreement and a Reseller Agreement that references this Agreement, the provisions of this Agreement will control.

This Agreement shall not be assignable by CSRA, in whole or in part, directly or indirectly, without the prior written consent of CSC, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided, however, that CSRA may assign this Agreement (a) to an Affiliate controlled by CSRA, or (b) to a purchaser of all or substantially all of the properties and assets of CSRA, in each case so long as such assignee expressly assumes, in a written instrument in form reasonably satisfactory to CSC, the due and punctual performance or observance of every agreement and covenant of this Agreement to be performed or observed on the part of CSRA. Notwithstanding the foregoing, because of its personal nature to CSC, the Trademarks License may not be assigned to any Person without the prior written consent of CSC, which consent may be withheld by CSC for any reason in its sole discretion. For the avoidance of doubt, this Agreement shall be assignable by CSC, in whole or in part, directly or indirectly, to any Person without restriction.

The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

This Agreement is solely for the benefit of the Parties and their respective Affiliates and shall not be deemed to confer upon any Third Party any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement, except that any CSRA Indemnitees or CSC Indemnitees shall be intended third-party beneficiaries of Section 9 of this Agreement.

All notices, requests, claims, demands and other communications under this Agreement shall be made and delivered in conformity with Section 11.6 of the Master Separation and Distribution Agreement.

This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either Party. Moreover, drafts of the Agreement and Schedules shall not be taken into account in interpreting, or establishing the nature or limits of, a Party’s rights and obligations hereunder. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Notwithstanding anything herein to the contrary, all rights granted herein and hereby shall be construed so as to permit or require only such action and/or use that is in compliance with Applicable Security Laws and Regulations. Notwithstanding the foregoing, the Parties shall comply with all applicable Export Control Laws and Regulations.

Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

A Party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder. Any waivers granted hereunder are effective only if recorded in a writing signed by the Party granting such waiver.

If any provision of this Agreement is determined by any court or Governmental Entity to be unenforceable, the Parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.

This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 9 of the Master Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals

courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 9 of the Master Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 11.6 of the Master Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

The procedures set forth in Section 9 of the Master Separation and Distribution Agreement shall apply to the resolution of all disputes arising under this Agreement.

From and after the Effective Date, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement that is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Effective Date, the remedies at Law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at Law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

Note: All updates referenced in the table above are provided only during the Term of the Agreement.

In addition to the Licensed Products listed in the table above, CSRA shall have rights in and to the CSC Intellectual Property embodied in or used for the Licensed Products listed in the table below as they exist as of the Effective Date. Some of the additional Licensed Products listed in the table below are a group of products and/or services, each of which may include a different set of Licensed Product Items. For such additional Licensed Products listed in the table below, updates will be provided to the products and/or services in existence as of the Effective Date, but will not include new products and/or services added to the group. In accordance with the delivery process agreed by the Parties pursuant to Section 7.1(c) of the Agreement, CSC will provide the Licensed Products Specifications for each additional Licensed Product listed in the table below to the extent they exist as of the Effective Date and including any updates during the Term. CSRA’s rights in and to such Licensed Product Specifications are subject to the rights of any Third Party in and to such additional Licensed Products and do not include CSC legal, financial or other information that cannot properly be shared with CSRA.

At the request of CSRA, CSC will provide CSRA with the other Licensed Product Items, as applicable, for each additional Licensed Product listed in the table below. Upon such request, CSC will provide an amendment to this Schedule 1.1(vv) adding the additional Licensed Products to the table above in order to identify the Licensed Products Items being provided to CSRA for each additional Licensed Product listed in the table below and to provide the further information given in the table above. In the event any additional Licensed Product is added to “Section I. Resale Products” in the table above, CSC will provide the additional terms required for the resale of such additional Licensed Product to End Users. For the avoidance of doubt, the Parties agree that none of the additional Licensed Products listed in the table below are or will be classified as NPS Developed Products.

For all additional Licensed Products listed in the table below, Third Party software (including Open Source) and/or Third Party services that are required for such products must be licensed directly by CSRA.

Note: All Licensed Products listed on this Schedule 1.1(vv) are not necessarily generally available for licensing.

Written consent as required by Section 2.9(a) of this Agreement shall be sought in the following manner:

This Reseller Agreement (this “Agreement”) dated this day of , 2015 (the “Effective Date”) by and between

(each a “Party” and collectively, the “Parties”)

Exhibit D – User Terms and Conditions

Attachment D.1 – Software License Order

    

Exhibit E – Maintenance and Support Order    

The term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years (the “Term”). If the IP Matters Agreement is extended for an additional term of five (5) years, this Agreement shall automatically extend for the same five (5) year period. In addition, upon expiration of the Term, this Agreement may be renewed or extended by mutual agreement of the Parties.

Neither Reseller nor any employee of Reseller, nor CSC nor any employee of CSC, has offered, paid, promised or authorized the payment or gift of anything of value, directly or indirectly, to any Covered Person for the purpose of: (A) influencing any act or decision of any Covered Person, government, government agency or government-owned or controlled entity, in order to obtain or retain business in any way related to the Agreement; (B) directing business to CSC or to any person or entity in any way related to the Agreement; or (C) securing any improper business advantage

relating to the Agreement, including, without limitation, any regulatory action to the advantage with respect to the Agreement. Neither Reseller nor any Reseller employee, nor CSC nor any employee of CSC, has offered, paid, promised or authorized the payment or gift of anything of value to any person, while knowing or being aware of a likelihood that such money or thing of value would be offered, paid, given or promised, to any Covered Person for any purpose described in provisions (A) through (C) above. Reseller and its employees and agents and CSC and its employees and agents will refrain from conduct identified in this section in the future with respect to the Agreement. Neither CSC nor the Reseller is owned or controlled, in whole or in part, by a governmental entity or a Covered Person as defined above.

 

Selling the Licensed Software shall be subject to the following:

 

(i)    copy the Licensed Software or any portion thereof; or

 

 

 

owned automobile liability. Coverage must be occurrence based, and provide limits of not less than one (1) million US dollars (US$1,000,000) per occurrence; and

For the Term of this Agreement, fees for the Licensed Software, including maintenance and support, are as stated in the IP Matters Agreement. Any additional services, such as installation and configuration services, development of new Cloud Adapters and training, shall be provided under a separate professional services agreement at fees to be negotiated between the Parties.