MASTER SERVICES AGREEMENT

1. DEFINITIONS

1.1 “Confidential Information” means:

(i) For Client, all information relating to Client’s (including it’s parent, subsidiary and affiliate’s) products, services, trade secrets, technical information, marketing plans, recruitment processes, customers, personnel information, financial data, proprietary information, business forecasts and strategies, transactions, computer programs, manuals, source code, object code, technical drawings and algorithms, supplier or potential supplier names, customer or potential customer names, business contacts, employee and contractor information, know-how, formulae, methods of doing business, proprietary processes, ideas, inventions, (whether patentable or not), schematics and other technical, business, and product development plans, forecasts, strategies and information), that is disclosed to GlobalLogic’s employees, contractors, consultants, agents, representatives and affiliates by Client in any manner. Additionally, for Client, Client’s Confidential Information also includes, but is not limited to, Client Materials, Client Work Product and Client’s and Client’s customers’, employees and other individuals’ Personal Information provided to or accessible by GlobalLogic pursuant to the Agreement. Client retains all rights, title and interest regarding such Confidential Information; and

(ii) For GlobalLogic, the GlobalLogic Velocity^SM Platform and GlobalLogic Velocity^SM Platform processes and methods as set forth in Exhibit B, GlobalLogic employee contact information and all GlobalLogic information provided to Client as a result of any audit under Exhibit N of this Agreement; except with respect to Client Confidential Information, Personal Information of Client’s customer and employees or Client data provided under such audit.

Under this Agreement, the Party receiving or having access to any Confidential Information is referred to as the “Receiving Party” and the Party disclosing the Confidential Information is referred to as the “Disclosing Party.”

1.2 “Change Order” means a mutually agreed written amendment to a Statement of Work or the Agreement, which is executed and dated by the Parties and effective from such date of execution in accordance with Exhibit L.

1.3 “Client Work Product” means, collectively, all Deliverables (as defined below) and all preliminary, interim, or completed materials and work product relating to the design, development, testing, implementation, use, enhancement, and maintenance of such Deliverables, exclusive of any Reserved Technologies embodied therein or practiced thereby.

1.4 “Deliverables” mean any preliminary, interim or final software program, algorithms, code (source and object), (including derivative works, modifications, updates, upgrades, fixes, patches thereto), specifications, materials, manuals,

methods, information, analysis, inventions, methods, procedures, technology, ideas, know-how, inventions (whether patentable or not), item, material, report, and system to be provided or developed by GlobalLogic itself or jointly with others under the terms and conditions of this Agreement (in the case of Reserved Technology embedded in or provided with Client Work Product, such Reserved Technologies will be provided in accordance with Section 5.3.1 and 5.3.2). Deliverables shall also include source code pertaining to such items.

1.5 “Intellectual Property Rights” means all (i) copyrights and other rights associated with works of authorship, including without limitation all exclusive exploitation rights, moral rights and mask-works, (ii) trademarks, trade names, logos and service marks, (iii) trade secrets and know-how, (iv) patents, designs and algorithms, (v) all other intellectual property and proprietary rights of every kind and nature now or hereafter recognized in any country or jurisdiction in the world and however designated, whether arising by operation of law, contract, license or otherwise, (vi) with respect to any particular information, all rights in such information under applicable law, including, without limitation, all of the foregoing Intellectual Property Rights and rights under any other law that gives a person, independent of contract, a right to control or preclude another person’s use of or access to the information on the basis of the rights holder’s interest in the information; and (vii) all registrations, applications, renewals, extensions, continuations, divisions or reissues of any of the foregoing, now or hereafter recognized in any country or jurisdiction in the world.

1.6 “Pre-Existing Materials” means any and all materials, information, inventions, methods, procedures, technology and know-how owned or developed by GlobalLogic prior to the Effective Date that do not embody or incorporate in any manner and are not derived from Client Work Product, Client’s Confidential Information, and Client Materials under this Agreement and the Existing Agreement, which shall remain the exclusive property of GlobalLogic.

1.7 “Reserved Technology” means all (i) Pre-Existing Materials developed by GlobalLogic, that do not embody or incorporate in any manner and are not derived from Client Work Product, Client’s Confidential Information, and Client Materials, and (ii) developed by GlobalLogic outside the scope and independently of this Agreement without reference to, do not embody or incorporate in any manner and are not derived from Client Work Product, Client’s Confidential Information and Client Materials.

1.8 “Services” means the services, functions and responsibilities to be provided by or on behalf of GlobalLogic as (i) described in the Agreement, including the services set forth in the SOWs, and (ii) that are incidental and not specifically described in the Agreement, but which are required for the proper performance and delivery of the services, functions, and responsibilities identified in (i) above.

1.9 “Statements of Work” means written work orders which contain terms including but not limited to requirements and specifications, delivery and performance schedules, fees and expenses, Deliverables, and Parties’ technical points of contact for Services on an ongoing basis. Upon mutual, written acceptance of a work order by Parties, such work order will be a “Statement of Work” or “SOW”.

1.10 “Nonconformity” shall mean any failure, error, Defect, or inadequacy of a Deliverable, Service, or any Client Work Product identified by either Client or GlobalLogic, including any failure to meet the Acceptance Criteria or warranty requirements for such Deliverable, Client Work Product or Service.

1.11 “Service Levels” or “SLA” means the performance requirements set forth in Exhibit E.

PERFORMANCE OF SERVICES

2.1 Performance of Services. GlobalLogic will perform Services in accordance with the terms of this Agreement and each Statement of Work. In the performance of the Services, GlobalLogic will (i) provide Deliverables that conform to the Acceptance Criteria by the applicable due date for such Deliverable, and (ii) meet or exceed the Service Levels. Except as otherwise expressly set forth in a Statement of Work, GlobalLogic will provide, at its own expense, a place of work (for offshore team members) and all equipment, facilities, furniture, telecommunications, software, tools and other resources as necessary to provide the Services to Client from the Service Locations, including those to be provided free of charge pursuant to Exhibit H (“GlobalLogic Resources”). Each Party has the procurement, financial, refresh and other responsibilities with regards to the equipment, software, hardware, computers, facilities, supplies, and other resources set forth in Exhibits A and H.

GlobalLogic will perform the Transition Services and obligations set forth in Exhibit J.

2.2 Compliance. The Services shall be performed and supplied by GlobalLogic in compliance with the policies and procedures as set forth in Exhibit K (Policies and Procedures) (collectively, “Policies and Procedures”). Client retains the right and authority to eliminate, modify, or replace any Policies and Procedures, as a Mandatory Change.

2.3 Service Locations.

2.3.1 General. The Services shall be provided by GlobalLogic in the volumes or ratios, as applicable, specified for and exclusively from:

a) the service locations described on Exhibit I (Service Locations); and

b) any other service location approved by Client pursuant to the Change Control Procedures,

((a) and (b) above are collectively referred to as “Service Locations.”)

2.3.2 Change. Upon Client’s request, if Client determines that a change in Service Locations is necessary to protect Client’s business interests, as a Mandatory Change, GlobalLogic will change any Service Location from which it provides Services to Client or reallocate the volume or nature of work processed between such Service Locations. Costs, taxes and expenses for relocation at Client’s request shall be at Client’s expense. Furthermore, Client shall provide the following Notice to GlobalLogic for *** In such event, GlobalLogic will develop, subject to Client’s approval, a written relocation proposal that sets forth a description of how it proposes to perform such migration, including the applicable project plan identifying resource requirements and milestone dates. Client and GlobalLogic will negotiate in good faith on any equitable commercial adjustments for such Service Location change or reallocation of Services.

2.3.3 Relocation Restrictions. GlobalLogic will not initiate a change to any Service Location from which it provides the Services from the Service Locations specified in Exhibit I (Service Locations), or reallocate the volume or nature of work processed between such Service Locations specified in Exhibit I (Service Locations), without Client’s prior agreement pursuant to the Change Control Procedures; provided, that, GlobalLogic shall provide Client with a written relocation proposal that sets forth a description of (i) such Services, as well as when, where and how it proposes to perform such migration and (ii) the proposed new location, the reasons for the proposed relocation, how the relocation will be beneficial to Client in terms of price reduction, performance and other relevant measures, as well as any other information reasonably requested by Client.

2.3.4 Migration. GlobalLogic shall provide and comply with a detailed migration plan in connection with any change of Service Locations. Such plan shall be subject to approval by Client.

2.3.5 Costs. GlobalLogic shall be financially responsible for all additional costs, Taxes or expenses related to or resulting from any GlobalLogic-initiated relocation to a new or different Service Location, including any costs or expenses incurred or experienced directly or indirectly by Client as a result of such relocation.

2.4 Changes to Services. Either Party may propose to change the terms of a Statement of Work or the Agreement in accordance with Exhibit L (Change Control Procedures).

2.5 Acceptance. Each Deliverable or Services under a SOW or Change Order shall conform to its Acceptance Criteria and be subject to acceptance in accordance with this Section.

2.5.1 “Acceptance Criteria” include the requirement that the applicable Deliverable or Services (and all related or dependent Deliverables or Services): (i) has been completed and delivered to Client, as applicable; (ii) meets or exceeds all functional, technical, and other requirements and specifications identified by a Party for such Deliverable or Services; (iii) in the case of a software Deliverables, successfully completes all applicable quality assurance and related tests (including unit, string, regression, functional, integration, system/performance, stress/volume, as applicable); (iv) has been properly and fully documented, and (v) conforms to such other criteria as may be developed and agreed upon by the Parties.

2.5.2 Acceptance Testing. Each Deliverable or Service will be subject to internal acceptance testing by GlobalLogic and any additional acceptance testing desired by Client during the Client approved acceptance test period.

2.5.3 Correction/Re-performance. If a Deliverable or Service contains any Nonconformities (a “Nonconforming Deliverable or Service”), the Party identifying such Nonconformity shall describe to the other Party in writing the issues with such Deliverable or Service. GlobalLogic shall promptly and proactively correct the Nonconformity (and any other problems of which it has knowledge) and redeliver the Deliverable or Service or re-perform the activities related to the Deliverable or Service, as the case may be, unless Client expressly states in writing that it does not require GlobalLogic to correct a certain Nonconformity that it considers, in its sole discretion, to be immaterial. Such efforts shall be separately tracked and reported by GlobalLogic to Client. Each subsequent version of the Deliverable or reperformance of Service shall be subject to acceptance and acceptance testing as previously described. Subject to Section 2.5.4 below, this process will be repeated as necessary until all Nonconformities are corrected.

2.5.4 Repeated or Prolonged Failure. If GlobalLogic does not re-deliver and correct each Nonconforming Deliverable or Service within a period of time mutually agreed to between the Parties (except if Client determines, in its sole discretion, that such re-delivery and correction is to occur within the earlier of five (5) calendar days or two (2) repetitions of the acceptance testing cycle described above, then such re-delivery and correction will occur within such period), Client may, at its option, do any one or more of the following:

(a) Extend the period of time for GlobalLogic to correct the Deliverable or Service;

(b) Conditionally accept such Deliverable or Service or performance of such Deliverable or Service, as applicable, upon the condition that GlobalLogic correct the Nonconformities in accordance with a remediation plan approved in writing by Client;

(c) (i) Accept the Deliverable or Service in its nonconforming condition, and (ii) reduce GlobalLogic’s charges allocated to the Deliverable by an amount that equitably reflects the reduced value of the Deliverable or Service;

(d) Correct the Deliverable or Service itself or hire a third party to do so at GlobalLogic’s expense; or

(e) Reject the Deliverable or Service and terminate the SOW, or the applicable portions of the SOW, and GlobalLogic will refund all amounts paid for the Services associated with the Non-conforming Deliverable or Service. Payment for such Services or Deliverable prior to inspection will not constitute acceptance thereof, and is without prejudice to any claims that Client may have against GlobalLogic for breach of GlobalLogic’s obligations under the Agreement.

The foregoing shall not limit Client’s other rights and remedies under this Agreement, at law, or in equity.

2.5.5 Related Deliverables or Services. Acceptance of a Deliverable or Service shall not be binding to the extent that the results of acceptance testing of integrated, subsequent, or otherwise related Deliverables or Services indicate that modification or other rework is required or appropriate. If any modification or rework of a previously accepted Deliverable or Service is required because of a GlobalLogic failure, then GlobalLogic shall perform such modification or rework at no additional charge.

2.6 Rework. To the extent any Change, re-work, or correction relating to the Services or a Deliverable could have been avoided or mitigated if GlobalLogic:

(a) complied with its obligations under this Agreement, or

(b) used commercially reasonable efforts to identify any inconsistencies or deficiencies relating to the design or requirements for a Deliverable or Service provided by Client,

then all efforts and costs associated with such Change, re-work, or correction shall be borne by GlobalLogic.

2.7 Service Levels. The Parties agree that the standard for performance of Services shall be governed in accordance with Exhibit E (Service Level Agreement) and the terms of this Agreement.

3. COMPENSATION; FINANCIAL TERMS

3.1 Fees. Subject to the terms and conditions of this Agreement, Client will pay GlobalLogic the fees specified in the Statement of Work and Exhibit G (“Fees”). GlobalLogic’s pricing and reimbursement policies are set forth in Exhibit A, and the terms of such Exhibits may only be modified through the mutual written agreement of both Parties. Client is entitled to review the Fees in accordance with Exhibit M (Benchmarking). Client shall have no obligation to pay GlobalLogic for any fees, charges or other amounts not expressly set forth in the Agreement or a Statement of Work (as amended from time to time to account for any additional Services mutually agreed to between the Parties),

3.2 Expenses. Unless expressly provided otherwise in Exhibit D to this Agreement, GlobalLogic will be solely responsible for all expenses incurred by any of its employees or agents in connection with performing the Services or otherwise performing its obligations under this Agreement.

3.3 Invoicing.

(a) GlobalLogic will submit reasonably detailed invoices to Client on a monthly basis, generally on the fifteenth (15^th ) day of each calendar month, for Services performed during the immediately preceding month. The amounts set forth in invoices and payments made by Client to GlobalLogic will be in U.S. Dollars.

(b) Payment to GlobalLogic of Fees will be due *** following Client’s receipt of the invoice for such Fees. Receipt of invoices in the form of electronic mail (email) shall constitute Client’s receipt of invoice on the date of the email. In the event of a reasonably disputed invoice, Client shall have the right to withhold amounts pertaining to the disputed invoice. Parties thereafter shall make good faith efforts to promptly resolve the dispute in accordance with Section 10.9. Upon resolution of the disputed invoice, all payment/adjustments agreed upon by the Parties shall be made immediately thereafter by the appropriate Party.

3.4 Payment. Payment may be made either by bank wire transfer to GlobalLogic’s bank in the United States of America or by bank draft made payable to GlobalLogic. In the case of payment by wire transfer, the wire instructions are as follows:

***

3.5 Taxes. All Fees payable under this Agreement shall include all applicable sales, use, excise, value-added, services, consumption and other taxes and duties imposed by any jurisdiction and laws. GlobalLogic will identify any Services or Fees that are subject to such taxation. GlobalLogic will be responsible for payment of all such taxes and duties (including taxes based on GlobalLogic’s or its employees’ income or gross receipts or any personal property taxes on property it owns or leases, for franchise and privilege taxes on GlobalLogic’s business or tax witholdings) and any related penalties and interest, arising from the GlobalLogic’s failure to pay such taxes as required hereunder, including any tax related penalties or interest arising from GlobalLogic’s failure to identify whether a Service or Fee is taxable (“Taxes”).

3.6 [Intentionally left blank]

3.7 Audits

3.7.1 Audits. Client is entitled to the audit rights set forth in Exhibit N (Audits).

3.8 ***

(a) ***

(b) ***

3.9 Changes to Fees.

3.9.1 Annual Review of Relationship. GlobalLogic or Client with *** written communication to the other Party before each anniversary of the Effective Date may adjust overhead cost rates upward or downward as permitted hereunder. Any upward adjustment shall be capped at ***. GlobalLogic will work with Client to create a budget for salary increases or decreases for individuals. Market survey data will be used to create the salary and benefit adjustment budget. The Parties shall collaborate to manage any annual overall cost adjustment upward to no more than ***. This will include managing the average experience level, location mix, and skills mix of the resources providing Services to Client. All changes to Fees in this Section must be mutually agreed in writing and signed by both Parties.

3.9.2 Assignment of GlobalLogic Personnel. GlobalLogic shall make available and assign an adequate number of qualified and trained personnel to perform the Services.

Without limiting Section 3.8(b) above, GlobalLogic shall provide Client access to its personnel no less favorable than what it provides any other customer. Client shall have the right to meet with and approve all individuals that GlobalLogic assigns or desires to assign to perform Services. If Client in good faith objects to any GlobalLogic personnel proposed by GlobalLogic or then currently assigned to perform Services under this Agreement, then GlobalLogic shall promptly discuss such objections with Client and resolve Client’s concerns on a mutually agreed basis. If the Parties are unable to do so, such individual shall not be assigned or promptly removed, as applicable, from the Client account.

3.9.3 Reduction of Billing. If Client elects to reduce GlobalLogic’s team size for any Statement of Work for its convenience, Client shall provide a “ramp-down” notice in writing to GlobalLogic in the manner described in the table below:

Client may give notice simultaneously at each percentage threshold above to reduce the team gradually over time. In the event such notice is not provided and the team is reduced immediately for Client’s convenience, Client will be invoiced for *** for the individuals that cannot be redeployed to another client account for the duration of the notice period or until such individual is redeployed (whichever occurs first), provided, that, GlobalLogic uses commercially reasonable efforts to deploy the resources to another client account and GlobalLogic continues to pay such individual his or her salary. The foregoing will not apply in the event that the GlobalLogic or such individuals were terminated for cause.

For all proposed additions or removals of any nature of GlobalLogic resources from the Client account by GlobalLogic, GlobalLogic will provide Client with at least *** of written notice prior to the suggested removal date from the Client team.

3.9.4 Addition and Removal of GlobalLogic Resources

Any proposed addition or removal of GlobalLogic resources by GlobalLogic may be communicated via e-mail from GlobalLogic to Client’s Project Coordinator named in a SOW or to individuals with his/her express written delegation and communicated in an unequivocal written manner to Client. Any addition or removal of GlobalLogic resources by GlobalLogic require the prior written approval of Client. The terms and conditions of ramp ups and ramp downs shall be governed by the terms and conditions of this Agreement.

3.10 Insurance

GlobalLogic will comply with its insurance obligations set forth in Exhibit C.

3.11 Communication Plan

GlobalLogic will conduct the meetings at the frequencies and with the participants set forth in Exhibit F (Communication Plan).

4. CONFIDENTIALITY

4.1 Use and Disclosure. The Parties acknowledge that the Parties entered into a Non-disclosure Agreement dated April 21, 2008. Under this Agreement, each Receiving Party will (a) hold all Confidential Information of the Disclosing Party in strict trust and confidence, (b) refrain from using or permitting others to use such Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, (c) refrain from disclosing or permitting others to disclose any such Confidential Information to any third party without obtaining the Disclosing Party’s express prior written consent on a case-by-case basis, and (d) limit access to the Confidential Information to employees or agents of the Receiving Party who have a reasonable need to have such access in connection with the performance of the Services and are bound by confidentiality provisions no less stringent that those contained herein. The foregoing obligations will survive any termination of this Agreement. To the extent a Party has disclosed information that constitutes a trade secret under law, the Receiving Party agrees to protect such trade secret for so long as the information qualifies as a trade secret under applicable law.

4.2 Exceptions. The obligations set forth in Section 4.1 will not apply with respect to any particular information that: (a) the Receiving Party lawfully knew prior to the Disclosing Party’s first disclosure to the Receiving Party, (b) a third party rightfully disclosed to the Receiving Party free of any confidentiality duties or obligations, (c) is, or through no fault of the Receiving Party has become, generally available to the public, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Additionally, the Receiving Party will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by the Disclosing Party, or is required by law or court order, provided that the Receiving Party immediately notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.

4.3 Return. Upon the Disclosing Party’s request and upon any termination or expiration of this Agreement, the Receiving Party will promptly (a) return to the Disclosing Party or, if so directed by the Disclosing Party, destroy all tangible embodiments of the Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to the Disclosing Party in writing that the Receiving Party has fully complied with the foregoing obligations.

4.4 Cooperation. Each Receiving Party will notify and cooperate with the Disclosing Party in enforcing the Disclosing Party’s rights if the Receiving Party becomes aware of a threatened or actual violation of the Disclosing Party’s confidentiality requirements by a third party. Upon reasonable request by Client, GlobalLogic will provide copies of the confidentiality agreements entered into with its employees, agents, or independent contractors which shall be no less restrictive than the confidentiality obligations between Parties under this Agreement.

4.5 Use of General Knowledge. Nothing in this Agreement shall be construed to limit either Party’s right to independently develop or acquire products without use of either Party’s Confidential Information or Retained Technology either for itself or for other Clients. Further, either Party shall be free to use for any purpose the general knowledge resulting from access to or work with such Confidential Information or Retained Technology, provided that each Party shall maintain the confidentiality of such Confidential Information as provided herein. The term “general knowledge” means information in non-tangible form, which may be retained in the unaided memory of any person who has had access to the Confidential Information or Retained Technology, including ideas, concepts, know-how or techniques contained therein. This Section 4.5 shall not be deemed to grant GlobalLogic a license under the Client’s copyrights or patents.

4.6 Data Protection.

4.6.1 GlobalLogic acknowledges that Client is and/or will be subject to United States federal and state laws and other laws throughout the world including the Gramm-Leach-Bliley Act, Title V, and applicable regulations thereto (collectively, the “Privacy Laws”) governing privacy and confidentiality of personal information as defined in the Privacy Laws or information that relates to a specific, identifiable, individual person (collectively, “Personal Information”) of Client’s customers and employees and the individuals about whom Client has or collects personal and other information. Client and GlobalLogic agree to cooperate with each other with respect to the other’s obligations under the Privacy Laws. Each of GlobalLogic and Client will comply with all applicable Privacy Laws relating to the collection, use and disclosure of Client’s and Client’s customers’, employees and other individuals’ Personal Information provided to or accessible by GlobalLogic pursuant to the Agreement.

4.6.2 GlobalLogic shall perform the Services and GlobalLogic’s other obligations in a manner that complies with all applicable Client policies and Policies and Procedures as set forth in Exhibit K (Policies and Procedures), as such policies may change from time to time, and applicable data protection laws and the Privacy Laws including any applicable laws relating to the collection, use, processing, protection or disclosure of data relating to individuals or corporations, including personal data, during the provision of the Services delivered under the Agreement (which may include European Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and any legislation implementing such article, and any legislation implementing the same in the relevant state (collectively, the “Directive”) (collectively, “Data Protection Laws”). GlobalLogic will not take any action that puts Client in breach of its obligations under the Data Protection Laws and nothing in the Agreement will be deemed to prevent Client from taking the steps it reasonably deems necessary to comply with the Data Protection Laws.

5. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

5.1 Ownership. Client will solely and exclusively own all right, title and interest in and to all Client Work Product and all Intellectual Property Rights related thereto. Subject to the terms and conditions of this Agreement, and to the extent permitted by applicable law, all such Client Work Product shall be considered “works for hire,” provided that, to the extent that any of the foregoing may not be deemed a “work for hire,” or in the event that Client may not, by operation of law or otherwise, be deemed to own any such Client Work Product, GlobalLogic agrees to assign to Client, and to the extent permitted by applicable law does hereby irrevocably and unconditionally assign to Client and its successors, and assigns, all right, title and interest in and to such Client Work Product and all Intellectual Property Rights embodied therein or practiced thereby. Accordingly, without limiting the generality of the foregoing, Client will be deemed to own, without any restrictions or limitations whatsoever, the sole and exclusive rights to prepare derivative works based on the Client Work Products and to reproduce, adapt, distribute, publicly perform and display, and otherwise exploit the Client Work Products and such derivative works, by any and all means and in any and all media now or hereafter known, throughout the world and in perpetuity. To the extent any of GlobalLogic’s rights in the Client Work Products, including without limitation any moral rights, are not capable of assignment under applicable law, GlobalLogic hereby irrevocably and unconditionally waives all enforcement of such rights to the maximum extent permitted under applicable law.

GlobalLogic agrees to execute any documents or take any other actions as may reasonably be necessary, or as Client may reasonably request and at Client’s cost, to perfect Client’s ownership of such Client Work Product and related Intellectual Property Rights.

GlobalLogic shall ensure that all GlobalLogic employees, agents, representatives, and contractors performing Services have executed agreements providing Client the rights described herein and the confidentiality terms of such agreements will be no less restrictive than the confidentiality terms of this Agreement.

GlobalLogic shall not incorporate, imbed or include any third party software, intellectual property or open source code into the Client Work Product, without obtaining Client’s prior written consent.

5.2 Ownership of Client Materials. Any and all technology, code, information or materials provided by Client to GlobalLogic in connection with GlobalLogic’s performance of the Services, including, without limitation, product materials, product and business information of Client, and software programs (collectively, “Client Materials”), together with all Intellectual Property Rights therein, are and shall be owned by, and shall be the sole and exclusive property of, Client. Client hereby grants to GlobalLogic a worldwide, royalty-free, non-exclusive, limited license to use the Client Materials for the sole purpose of GlobalLogic’s performance of the Services under this Agreement.

5.3 Reserved Technologies.

5.3.1 License to Reserved Technologies. Subject to the terms and conditions of this Agreement, GlobalLogic hereby grants to Client a non-exclusive, perpetual, irrevocable, worldwide, fully paid, royalty free license in and to all of GlobalLogic’s Intellectual Property Rights in or relating to the Reserved Technologies or Pre-Existing Materials used in or relating to the Services or Client Work Product. For the sake of clarity, the foregoing license shall include the rights to use, reproduce, publicly display, publicly perform, distribute copies of, prepare derivative works based upon and, if applicable, to make, have made, offer to sell or rent, sell, rent, import and/or practice any and all such Reserved Technologies to the extent embodied in or practiced by any Client Work Product provided under this Agreement, which rights shall be fully sub-licensable by Client in its discretion. Any rights granted to Client under this Section are also subject to §43a of the Lanham Act.

5.3.2 Reservation of Certain Intellectual Property Rights. Subject to the license granted by the preceding paragraph, Each Party reserves all rights that are not expressly granted in this Agreement. Client acknowledges that the foregoing licenses to Client are non-exclusive and that GlobalLogic may use the Reserved Technologies for any purpose in GlobalLogic’s discretion.

6. REPRESENTATIONS AND WARRANTIES

6.1 General.

(a) GlobalLogic represents, warrants and covenants that it has full right, power, and authority to enter into and perform this Agreement without the consent of any third party, including the right to grant all licenses granted by GlobalLogic in this Agreement.

(b) Compliance with Laws And Regulations.

(i) General. GlobalLogic represents and warrants that it shall perform its responsibilities under this Agreement in compliance with all laws, regulations ordinances and codes applicable to this Agreement and the Services and identifying and procuring required permits, certificates, approvals and inspections. If a charge of non-compliance with any such laws, regulations, ordinances, or codes occurs, then GlobalLogic shall (A) promptly notify Client of such charge in writing and (B) immediately remediate such noncompliance at GlobalLogic’s own cost and effort.

(ii) Export Laws. GlobalLogic acknowledge that certain Software and technical data to be provided under this Agreement and certain transactions under this Agreement may be subject to import and export controls under the laws and regulations of the United States and other countries. Without limiting the generality of the foregoing, GlobalLogic will comply with all such import and export related laws and regulations. GlobalLogic will include with copies of all software that GlobalLogic will use outside of the United States documentation stating the following: “These commodities, technology or software were exported from the United States in accordance with Export Administration Regulations. Diversion or re-export contrary to U.S. law is prohibited.” GlobalLogic further represents and warrants to Client that (A) neither GlobalLogic nor any GlobalLogic personnel or representative are included on any Entity List or Denied Persons List (as maintained by the Department of Commerce Bureau of Industry and Security); and (B) GlobalLogic will never involve any entity or person included on any such Entity List or Denied Persons List under this Agreement.

(c) GlobalLogic represents and warrants that all Client Work Product is free of any mal-ware (including viruses, trojan horses, worms, backdoors, and similar items), time bombs, and other disruptive mechanisms. GlobalLogic further represents and warrants that it will not insert into any Client Work Product, software, or system any code which would have the effect of disabling or otherwise shutting down all or any portion of Client’s businesses, environment, or any Deliverable. GlobalLogic further represents and warrants that it will use and maintain, and cause its contractors and subcontractors to use and maintain then current anti-virus software as is commercially reasonable.

(d) GlobalLogic represents and warrants that it will perform the Services under this Agreement in a timely, professional, and workmanlike manner in accordance with the standards of the industry. All Services will be rendered by professionals who possess the required qualifications to perform work outlined in the applicable Statement of Work.

(e) GlobalLogic warrants that for *** after the termination or expiration date of this Agreement, each Deliverable produced or provided in the *** prior to such termination or expiration date, will not deviate from the specifications and documentation for such Deliverable and will remain free of any Nonconformities *** the foregoing *** warranty period will occur during the *** of the Termination Assistance period. If any Deliverable does not conform to the warranty in this Section 6.1(e), GlobalLogic will correct such failure at no charge.

(f) GlobalLogic represents and warrants that documentation delivered with each software Deliverable will be sufficient to allow: (i) a reasonably knowledgeable information technology professional to understand, maintain, support and modify such software Deliverable; and (ii) a typical end user to understand the functions and features of such software Deliverable and the procedures for exercising such functions and features.

(g) GlobalLogic represents and warrants that the resources, equipment, telecommunications and connectivity requirements, hardware and software identified under the Agreement (including in Exhibits A and H), as amended from time to time (to account for any additional requirements mutually agreed to between the Parties), are sufficient for Client to receive the Services and for such Services to perform in accordance with the requirements of this Agreement.

(h) GlobalLogic represents and warrants that Client Work Product, Reserved Technologies, and GlobalLogic’s Services and technologies will not infringe, or constitute an infringement or misappropriation, of any third party’s Intellectual Property Rights; except to the extent and only to the extent that such infringement or misappropriation is caused solely and directly by Client Material provided by Client. GlobalLogic represents and warrants that it has and will have the right, title and interest to grant all of the licenses and other rights granted and/or to be granted under this Agreement and each Statement of Work.

6.2 Disclaimer of Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 6.1 ABOVE OR A STATEMENT OF WORK, NEITHER PARTY MAKES ANY REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED.

6.3 Essential Basis. The Parties acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in Sections 6 and 7 form an essential basis of this Agreement, and that, absent any of such disclaimers, exclusions or limitations of liability, the terms of this Agreement, including without limitation the economic terms, would be substantially different.

7. LIMITATION OF LIABILITY

EXCEPT FOR EITHER PARTY’S (A) INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (B) BREACH OF ITS CONFIDENTIALITY AND DATA PROTECTION OBLIGATIONS, AND (C) BREACH OF ANY REPRESENTATION AND WARRANTY UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS, LOSS OF DATA, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY CAUSE OF ACTION AND ARISING OUT OF THIS AGREEMENT OR UNDER ANY STATUTE OR LAW CONNECTED INDEPENDENTLY OF THIS AGREEMENT TO SUCH CAUSE OF ACTION. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. EXCEPT FOR EITHER PARTY’S (A) INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (B) BREACH OF ITS CONFIDENTIALITY AND DATA PROTECTION OBLIGATIONS, AND (C) BREACH OF ANY REPRESENTATION AND WARRANTY UNDER THIS AGREEMENT, NEITHER PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE, WILL EXCEED ***

8. INDEMNIFICATION

8.1 By GlobalLogic. GlobalLogic will indemnify, defend, and hold harmless Client, its affiliates, and their officers, directors, affiliates, employees, agents and successors and assigns, from and against any and all liabilities, losses, damages, costs, and all other expenses (including attorneys’ and expert witnesses’ costs, and fees and litigation, settlement, judgment, interest and penalties) arising from or relating to any claim caused by (a) fraud, intentional misconduct, or negligence of GlobalLogic or any of its employees, agents, or subcontractors, (b) the alleged breach, misappropriation, or infringement of any Intellectual Property Right of a third party in connection with the Services, Deliverables, Client Work Product, or Reserved Technologies, (c) GlobalLogic’s breach of or any inaccuracy or untruthfulness with respect to any representation or warranty under this Agreement, (d) GlobalLogic’s breach of its confidentiality and data protection obligations under this Agreement, (e) claims by GlobalLogic subcontractors or representatives asserting rights under or in connection with this Agreement, (f) the death or bodily injury of any agent, employee, customer, business invitee, or business visitor or other person caused by the tortious conduct of GlobalLogic or any of its employees, agents, or subcontractors; (g) the damage, loss or destruction of any real

or tangible personal property caused by the tortious conduct of GlobalLogic or any of its employees, agents, or subcontractors; (h) any claim, demand, charge, action, cause of action, or other proceeding resulting from an act or omission of GlobalLogic in its capacity as an employer of a person; and (i) (x) failure by GlobalLogic to comply with its obligations with respect to Taxes, (y) any Taxes assessed against Client that are the responsibility of GlobalLogic under this Agreement or according to applicable law, or (z) for interest or penalties that arise as a result of GlobalLogic having issued an incorrect invoice to Client with respect to Taxes or collection thereof.

8.2 By Client. Client will indemnify and hold harmless GlobalLogic and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any third party claim caused by (a) intentional misconduct of Client or any of its employees, or agents (excluding GlobalLogic) in connection with the Services, or (b) the alleged infringement of any intellectual property right of a third party (other than patents) by GlobalLogic’s use as contemplated under this Agreement of any materials provided by Client to GlobalLogic in connection with the Services, except to the extent that such infringement is caused by: (i) a modification or enhancement, or misuse, by GlobalLogic or GlobalLogic’s personnel or agents (except for modifications made at the written direction of Client); (ii) failure by GlobalLogic or GlobalLogic’s personnel or agents to use new or corrected versions of such materials provided by Client; (iii) the combination, operation or use by GlobalLogic or GlobalLogic’s personnel or agents with products or information not furnished or authorized by Client; or (iv) the Services, Deliverables, Client Work Product, or Reserved Technologies provided by GlobalLogic or GlobalLogic’s personnel or agents.

8.3 Procedures. In the event of any third-party claim, demand, suit, or action (a “Claim”) for which an indemnified Party (or any of its affiliates, employees, or agents) is or may be entitled to indemnification hereunder, such indemnified Party may, at its option, require the indemnifying Party to defend such Claim at such indemnifying Party’s sole expense. The indemnifying Party may not agree to settle any such Claim without the indemnified Party’s express prior written consent. Without limiting the foregoing, the indemnified Party shall be permitted, at its own expense, to participate in the defense of any claim under this Agreement by counsel of its own choice.

9. TERMINATION

9.1 Termination at Will. Client may terminate this Agreement or any Statement of Work without cause for its convenience at any time after *** following the Effective Date

of this Agreement upon *** written Notice to GlobalLogic. If, as at the date of termination of the Agreement, the remaining Initial Term is more than ***, then Client will pay the Termination Recovery Amount set forth in Exhibit O.

9.2 Termination for Breach.

9.2.1 In the event, GlobalLogic:

(a) commits a material breach of the Agreement that is not cured within thirty (30) days after receipt of written notice of the breach from Client;

(b) breaches its confidentiality and data protection obligations under this Agreement;

(c) breaches, simultaneously or over time, covenants, agreements, obligations, representations or warranties in the Agreement, that taken together constitute a material breach of the Agreement after GlobalLogic has been made aware of such breaches, on an individual basis;

(d) commits the third occurrence of a material breach of which Client has provided timely notice within a rolling *** ***, regardless of whether GlobalLogic cured any individual material breach;

(e) fails to successfully complete any Critical Transition Milestone set forth in Attachment J-1 to Exhibit J or in the Transition Plan; or

(f) fails to meet (i) the same SLA ***

then Client, by giving notice to GlobalLogic, may terminate, in whole or in part, this Agreement for cause and/or any Statement(s) of Work as of a date specified in the notice of termination. If Client chooses to terminate this Agreement or any Statement(s) of Work in part, the undisputed Fees payable thereunder for Services performed prior to termination will be paid in accordance with Section 9.3.3.

9.2.2 In the event that Client fails to pay GlobalLogic undisputed Fees when due under the Agreement and the total of all such Fees exceeds, *** then, if Client fails to make such payment within *** of receipt of written Notice from GlobalLogic, GlobalLogic shall have the right to exercise any of the following remedies at its sole election: (i) terminate the Agreement for breach of payment by Client by providing 30 days’ written Notice to Client; or (ii) Terminate a Statement of Work by providing 30 days’ written Notice.

9.2.3 Other Termination Events

9.2.3.1 *** may at its option terminate the Agreement, by giving GlobalLogic at least ninety (90) days prior notice and designating a date upon which such termination shall be effective. For the avoidance of doubt, Client may not terminate the Agreement if ***. All undisputed fees and costs payable for Services performed by GlobalLogic prior to the date of termination shall be paid by Client in the event of such termination in accordance with Section 9.3.3.

9.2.3.2 ***, then Client, by giving notice to GlobalLogic, may terminate, in whole or in part, this Agreement and/or any Statement(s) of Work as of a date specified in the notice of termination. *** If Client chooses to terminate this Agreement or any Statement(s) of Work in part, the undisputed Fees payable thereunder for Services performed prior to termination will be paid in accordance with Section 9.3.3.

9.2.4 Termination Assistance.

Commencing *** prior to the termination date or on such earlier date as Client may request, and continuing for *** after the termination date, GlobalLogic shall provide to Client, or at Client’s request to Client’s designee, all reasonable assistance requested by Client to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to Client or its designee (“Termination Assistance”). GlobalLogic’s obligation to provide Termination Assistance shall apply regardless of the reason that this Agreement or any Statement of Work terminates. Termination Assistance shall include:

(a) Supporting Client’s transition plan, making available necessary personnel and resources to facilitate the transition, and providing training, documentation and other materials necessary to enable Client or its designee to assume responsibility for the Services.

(b) If and to the extent that a third party is designated by Client to assume responsibility for some or all of the Services, GlobalLogic shall provide Termination Assistance to Client’s designee. GlobalLogic shall provide the designee such information regarding the Services as is reasonably required for the designee to assume responsibility for, and continue the performance of, the Services in an orderly manner. Client may not disclose GlobalLogic’s Confidential Information to such third party unless the confidentiality obligations of Client under Section 4.1(d) are complied with.

(c) GlobalLogic shall use reasonable efforts to obtain any necessary rights and thereafter make available to Client or its designee, pursuant to reasonable terms and conditions, any third party services then being utilized by GlobalLogic in the performance of the Services, including services being provided through third party service or maintenance contracts regarding telecommunications or software.

(d) In providing Termination Assistance, GlobalLogic shall provide GlobalLogic and its designee with reasonable access to and use of all such GlobalLogic Resources used by GlobalLogic to provide the Services (subject to restrictions in agreements with third parties).

(e) For a period of *** following the termination date and provided Client has paid any outstanding undisputed Fees, GlobalLogic shall provide, at Client’s request, any or all of the Services that are subject to termination or expiration at the Fees set forth under this Agreement. To the extent GlobalLogic is to perform Services under this Section, the provisions of this Agreement shall be applicable as such provisions would have been applicable to such Services prior

to the termination date. All Termination Assistance shall be chargeable to Client at the Fees for existing Services set forth under this Agreement until completed, including all applicable, preapproved expenses.

9.3 Effects of Termination.

9.3.1 Survival. Sections of this Agreement that are intended to survive will survive any termination or expiration of this Agreement. Expiration or termination of this Agreement will not relieve the Parties of any obligation accruing prior to such expiration or termination.

9.3.2 Return of Client Property. Upon termination of this Agreement or earlier as requested by Client, GlobalLogic will deliver to Client any and all documents, samples, and other materials in GlobalLogic’s possession or control that contain, summarize, or disclose any Client Work Product (in whatever stage of development or completion), Client’s Confidential Information, Client Materials (in whatever stage of development or completion) or any other materials or intellectual property provided by or on behalf of Client.

9.3.3 Compensation. Upon termination or expiration of this Agreement, Client will pay GlobalLogic all undisputed fees for all Services performed through the effective date of termination and will reimburse GlobalLogic for undisputed expenses validly incurred by GlobalLogic before the effective date of such termination; provided that such amounts will be equitably adjusted to account for any Service Level Credit or Critical Milestone Credit not already set off against a previous invoice that Client believes, in good faith, it is entitled to. If

following the foregoing reconciliation, GlobalLogic has received more funds than it is entitled or if GlobalLogic owes Client any Service Level Credits, Critical Milestone Credits, refund or other amount, GlobalLogic will promptly pay Client such amounts through a check drawn from a U.S. based bank.

10. MISCELLANEOUS

10.1.1 Nonsolicitation. Each Party agrees not to employ, or solicit or seek to employ, any employee of the other Party for a period of *** after such employee’s termination of employment, without the prior written consent of the other Party. The foregoing shall not restrict either Party from advertising both internally and externally for a vacancy or position, provided that such advertisement is not intentionally, directly and solely targeted at the other Party’s certain employee(s). Upon breach of this Section 10.1.1 with respect to a particular employee, the Party not in breach may seek a temporary restraining order or injunctive relief from a court of competent jurisdiction and if such temporary restraining order or injunctive relief is granted by such court, then all costs pertaining to seeking such relief shall be borne by the Party in breach.

10.1.2 Notwithstanding the terms and conditions of this Section 10.1, in the event that Client is acquired though a corporate transaction during the term of this Agreement, GlobalLogic shall allow Client’s successor-in-interest to transfer the entire team of GlobalLogic personnel from GlobalLogic to Client, without an additional fee. For the avoidance of doubt, GlobalLogic shall permit this transfer only if Client is current with all undisputed payments then due (under this Agreement and all SOW’s in effect) and has no outstanding undisputed balance.

10.1.3 For *** after any GlobalLogic resource has been rotated off or removed from the Client account or team, GlobalLogic shall not assign, provide, or allow such GlobalLogic resource to work on a Client competitor’s or customer’s account or team for the same Line of Business that such GlobalLogic resource had been working on while assigned to Client’s account or team. As at the Effective Date, the Client “Lines of Business” and Client’s competitors and customers are listed on Exhibit P. Client may, on a quarterly basis, reasonably update Exhibit P in its discretion.

10.2 Independent Contractor Relationship. GlobalLogic’s relation to Client under this Agreement is that of an independent contractor. Nothing in this Agreement is intended or shall be

construed to create a partnership, joint venture, or employer-employee relationship between Client and any of GlobalLogic’s employees or agents. GlobalLogic is not an agent of Client and is not authorized, and shall not represent to any third party that it is authorized to make any commitment or otherwise act on behalf of Client as its agent.

10.3 Governing Law; Venue. This Agreement is governed by the laws of the State of Washington without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Each Party irrevocably consents to the personal jurisdiction and venue of the state and federal courts located in King County, Washington for any suit, claim, or action arising from or related to this Agreement, and waives any right Client may have to object to the venue of such courts.

10.4 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.5 Assignment. This Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by either Party without the other Party’s express prior written consent, except for Client, Client may assign this Agreement to any affiliate or in connection with a merger, acquisition, sale, or corporate reorganization without GlobalLogic’s prior written consent. Subject to the foregoing, this Agreement shall be binding on the Parties hereto and their respective successors and assigns. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.

10.6 Notices. Each Party must deliver all notices, consents, and approvals required or permitted under this Agreement in writing to the other Party at the address listed on the signature page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized overnight carrier. Notice will be effective upon receipt or refusal of delivery. Each Party may change its address for receipt of notice by giving notice of such change to the other Party. Mail that is not registered or certified, email messages, facsimiles or verbal communications shall not be considered “Notice” for the purpose of this Section.

10.7 Force Majeure.

10.7.1 Neither Party shall be liable for any default or delay in the performance of its obligations under this Agreement: (a) if and to the extent such default or delay is caused, directly or indirectly, by: fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, rebellions or revolutions in any country, or any other similar cause beyond the reasonable control of such Party, and (b) provided the non-performing Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means (including, with respect to GlobalLogic, by GlobalLogic meeting its obligations for performing disaster recovery services as described in this Agreement, including without limitation, the obligation to submit code and Client Work Product (no matter the stage of development) back into the Client system as set forth in this Agreement). In such event the non-performing Party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance shall immediately notify the Party to whom performance is due by telephone (to be confirmed in writing within two (2) days of the inception of such delay) and describe at a reasonable level of detail the circumstances causing such delay. If any force majeure event substantially prevents, hinders, or delays performance of the Services necessary for the performance of GlobalLogic functions reasonably identified by GlobalLogic as critical for more than *** then Client may procure the affected Services from an alternate source.

10.7.2 If Client elects to procure replacement services from a third party, Client shall continue to pay the Fees to GlobalLogic for the affected Services and GlobalLogic shall be liable for full payment for all such replacement services from a third party until such time as GlobalLogic can reasonably demonstrate to Client the ability to resume provision of such Services in accordance with the applicable Service Levels and the Agreement; provided, however, that if GlobalLogic is unable to restore the Services within *** of the initial Service outage, Client may, at any time thereafter until such time as the Services have been restored and resumed by GlobalLogic, terminate the affected Services without penalty or payment to GlobalLogic.

10.8 Branding and Publicity.

10.8.1 Branding. GlobalLogic shall make commercially reasonable efforts to accommodate any Client branding and/or internal facility branding requests so as to support the notion, for marketing purposes that the GlobalLogic team is a virtual extension of Client off shore. Client will contribute all applicable marketing/branding materials at its own cost. In the event that Client reasonably requests GlobalLogic to paint its off shore facility internally, in a color of Client’s choice, GlobalLogic shall do so at its own expense. Client Work Products will include Client branding at Client’s request and cost.

10.8.2 Publicity. GlobalLogic shall not use Client’s or its affiliate’s name, logo, or mark or refer to Client or its affiliates directly or indirectly (whether expressly or anonymously) in any media release, public announcement, or public disclosure, including on any website or in any promotional or marketing materials or communications, publicity, directories, customer lists or business presentations through any medium to the public or others without the written consent of Client prior to each such use or release.

10.9 Dispute Resolution.

10.9.1 Informal Dispute Resolution. Prior to the initiation of formal dispute resolution procedures as to any dispute (except as provided in Section 10.9.2), the Parties shall first attempt to resolve each dispute informally, as follows:

(a) The Parties agree that the Client Relationship Manager and the GlobalLogic Relationship Manager shall attempt in good faith to resolve all disputes. In the event the Client Relationship Manager and the GlobalLogic Relationship Manager are unable to resolve a dispute in an amount of time that either Party deems reasonable under the circumstances, such Party may refer the dispute for resolution to the senior corporate executives specified in subsection (b) below upon written notice to the other Party;

(b) Within *** of a Notice under Subsection (a) above referring a dispute for resolution by senior corporate executives, the Client Relationship Manager and the GlobalLogic Relationship Manager will prepare and provide to the Executive Committee summaries of the relevant information and background of the dispute, along with any appropriate supporting documentation, for its review. The members of the Executive Committee will confer as often as they deem reasonably necessary in order to gather and furnish to the other all information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution. The members shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. The specific format for the discussions will be left to the discretion of the members, but may include the preparation of agreed upon statements of fact or written statements of position;

(c) During the course of negotiations under this Section, all reasonable requests made by one Party to another for non-privileged information, reasonably related to the dispute, will be honored in order that each of the Parties may be fully advised of the other’s position; and

(d) Formal proceedings for the resolution of a dispute may not be commenced until the earlier of (1) the Executive Committee under Subsection (b) above concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely, or *** after the notice under Subsection (a) above referring the dispute to the Executive Committee.

10.9.2 Arbitration

(a) If the dispute has not been resolved through the procedure in Section 10.9.1, either Party may within *** of a notice to the other Party submit the dispute for resolution by non-binding arbitration. If a Party determines under this Section 10.9.2 that a dispute should not be resolved through non-binding arbitration, either Party may institute formal court proceedings to resolve the dispute in the courts set forth in Section 10.9.3.

(b) Subject to Section 10.9.3, if either Parties issues a notice to the other Party under Section 10.9.2(a), the matter shall be resolved by arbitration in King County, Washington, administered by AAA. If the Parties are unable to agree on a single arbitrator within sixty (60) days of the original written agreement to resolve the dispute by arbitration (or such additional time to which the Parties may agree), the Parties shall each appoint one arbitrator approved by AAA and the two arbitrators shall select a third neutral, independent and impartial arbitrator from the list of arbitrators approved by AAA. Each such arbitrator shall be an attorney or judge having experience and familiarity with information technology disputes.

(c) The Parties and the arbitrators shall use reasonable, diligent efforts to complete the arbitration within *** after the appointment of the arbitrator(s) under Section 10.9.2(b) above.

(d) If any Party should bring any action (arbitration, at law or in equity) to resolve any claim related to this Agreement or to interpret any term contained in this Agreement, the prevailing Party in such action (as determined by the arbitrator(s) or judge (or equivalent)) shall be entitled to receive from the non-prevailing Party all of its costs and expenses incurred in such action (including, without limitation, reasonable attorneys’ fees).

(e) Governing Law. The arbitrator(s) shall, in rendering its decision, apply the substantive law of the State of Washington, without regard to its conflict of laws provisions, except that the interpretation of and enforcement of this Section 10.9.2 shall be governed by the U.S. Federal Arbitration Act.

(f) Notwithstanding anything to the contrary in the Agreement, nothing in Section 10.9 shall prevent either Party from instituting formal proceedings, and each Party is authorized to institute formal proceedings at any time (including before, during or after any of the informal proceedings addressed in Section 10.9.1(a) or non-binding arbitration in Section 10.9.2 to: (1) avoid the expiration of any applicable limitations period, (2) obtain equitable relief, (3) preserve a superior position with respect to other creditors, (4) resolve a Party’s Intellectual Property Rights, or (5) obtain relief with respect to a Party’s breach or alleged breach of confidentiality or data protection obligations.

10.9.3 Escalation Litigation of a dispute may be commenced by either Party upon the earlier to occur of any of the following: (a) The senior executives conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; (b) The applicable dispute is not resolved within *** of the date of the initial demand therefor (this period shall be deemed to run notwithstanding any claim that the process described in this Section was not followed or completed); (c) Commencement of litigation is appropriate to avoid the expiration of an applicable limitations period or to preserve a superior position with respect to other creditors, or a Party makes a good faith determination that a breach by the other Party is such that a temporary restraining order or other injunctive relief is necessary; or (d) Pursuant to Section 10.9.2 (a) and (f).

10.9.4 Continued PerformanceEach Party agrees that it shall, unless otherwise directed by the other Party, continue performing its obligations under the Agreement while any dispute is being resolved; provided that this provision shall not operate or be construed as extending the Term or prohibiting or delaying a Party’s exercise of any right it may have to terminate the Term as to all or any part of the Services.

10.10 Construction. Section headings are included in this Agreement merely for convenience of reference; they are not to be considered part of this Agreement or used in the interpretation of this Agreement. When used in this Agreement, “including” means “including without limitation.” No rule of strict construction will be applied in the interpretation or construction of this Agreement. In the event of any conflict between these General Terms and Conditions and a Statement of Work, these General Terms and Conditions will control unless the Statement of Work expressly refers to the Parties’ intent to make an exception to the terms of this General Terms and Conditions for that Statement of Work. For the avoidance of doubt, all amounts set forth in this Agreement are expressed in United States Dollars.

10.11 Waiver. All waivers must be in writing and signed by the Party waiving its rights. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. A delay or omission by either Party hereto to exercise any right or power under the Agreement shall not be construed to be a waiver thereof. All remedies provided for in the Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party under this Agreement, at law, in equity or otherwise.

10.12 Entire Agreement; Amendments. This Agreement is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the Parties. No modification of or amendment to this Agreement will be effective unless in writing and signed by both Parties.

10.13 Use of Subcontractors. GlobalLogic may perform certain of its tasks or duties under this Agreement using one or more consultants or subcontractors, provided GlobalLogic has obtained the prior, express, written consent of Client with respect to such consultants or subcontractors. GlobalLogic shall remain solely responsible at all times for the performance of the Services in accordance with the terms hereof by such consultants or subcontractors.

10.14 Foreign Corrupt Practices Act. In conformity with the United States Foreign Corrupt Practices Act in connection with the transaction contemplated under the Agreement, each Party shall have and enforce policies prohibiting its employees and agents from directly or indirectly making any offer, payment, or promise to pay; authorizing payment; offering a gift, promising to give, or authorizing the giving of anything of value for the purpose of influencing any act or decision of an official of any government (including a decision not to act) or inducing such a person to use his or her influence to affect any such governmental act or decision in order to assist such Party in obtaining, retaining or directing any business.

[END OF GENERAL TERMS AND CONDITIONS]