MASTER RELATIONSHIP AGREEMENT

MASTER RELATIONSHIP AGREEMENT

This Master Relationship Agreement by and between OnePak, Inc., a Nevada corporation located at 56 Main Street, Orleans MA 02653 (“Provider”), and Dell USA L.P. a Texas limited partnership located at One Dell Way, Round Rock, Texas 78682 (“Dell”) , is effective as of September 17^th, 2009 (“Effective Date”) .

1.0 Agreement Structure

1.1 This Master Relationship Agreement (“MRA”), together with all schedules, statements of work, attachments and exhibits (collectively, “Schedules”) and purchase orders issued by Dell for the purchase of any Deliverables (“Dell PO(s)”), shall be collectively referred to as the “Agreement.” The Agreement merges and supersedes all prior or contemporaneous understandings, agreements, negotiations and discussions, whether oral or written, between the parties concerning this subject matter and constitutes the entire agreement between the parties with regard to this subject matter. The parties have not relied upon any promises, representations, warranties, agreements, covenants or undertakings, other than those expressly set forth in this Agreement.

1.2 The Agreement constitutes the only terms and conditions under which Dell USA L.P. and its worldwide subsidiaries and affiliates including, without limitation, Dell Inc. and all direct and indirect subsidiaries of Dell Inc. (collectively, “Dell”) will: (i) purchase equipment and materials including, without limitation, any license to software embedded in the equipment and any related tools, maintenance, support, installation, and/or documentation (collectively “Hardware” or “Materials”), (ii) license non-embedded software and related materials and/or documentation (collectively “Software”), and (iii) purchase services (“Services”) including, without limitation, any Dell Work Product and/or Licensed Materials (as defined in Section 9 “Intellectual Property Rights”) provided to Dell as a result of the provision of Services by Provider, its subsidiaries and affiliates (collectively “Provider”) and/or Provider’s subcontractors. Hardware, Materials, Software, Dell Work Product, Licensed Materials and Services shall be collectively referred to as “Deliverables.”

1.3 The terms and conditions of this MRA apply to all Schedules and Dell PO(s) for the purchase of Deliverables. The terms and conditions of this MRA shall apply to Schedules and/or Dell PO(s) issued even if the Schedules or Dell PO(s) fail to specifically reference this MRA unless the Schedule or Dell PO clearly refers to another written agreement executed between the parties. Provider shall not provide Dell with any Deliverables and Dell shall not be obligated to pay for any Deliverables unless Dell has issued a Dell PO for the applicable Deliverables.

1.4 In the event of a conflict between the terms and conditions of this MRA and any Schedule and/or Dell PO, the order of precedence shall be as follows: (i) this MRA, (ii) the Schedule and then (iii) the Dell PO. Notwithstanding the order of precedence above, if a Schedule explicitly identifies a provision in this MRA that the parties intend to be superseded or modified by a provision in the Schedule, the provision in the Schedule shall prevail for purposes of that Schedule only, but only if the Schedule is signed on behalf of Dell by someone with the title of Director or more senior executive of Dell. Amendments/country specific addendums to the MRA shall be binding so long as they follow the same signature requirements set forth herein.

1.5 When a Dell entity desires to purchase a Deliverable, the applicable Dell and Provider entities will execute a Hardware Schedule, Software Schedule and/or Services Schedule (a Statement of Work shall be considered a Services Schedule), as applicable. Once the applicable Schedule is executed, any Dell entity may subsequently issue a Dell PO to purchase and/or license the Deliverables described in the applicable Schedule. For purchases of Deliverables by a Dell entity other than Dell USA L.P., the related Dell PO(s) will be issued by the applicable Dell entity to Provider, or to such other Provider entity designated by Provider. Each Dell PO will be governed by the terms and conditions of this MRA and the applicable Schedule(s). Each Dell PO, along with this MRA and the applicable Schedule(s), shall be deemed a separate agreement between the Dell entity that has issued the Dell PO and the applicable Provider entity or entities. To the extent the entities executing a Schedule require additional or alternative terms and conditions than those contained in this MRA in order to comply with local country law or business practices, such alternative or additional terms mutually agreed to by the applicable entities shall be set forth in a country specific addendum to the MRA or the “Country Unique Terms” section of the applicable Schedule.

2.0 Term and Termination

2.1 Subject to the termination provisions in this MRA, the initial term of this MRA is for three (3) years beginning on the Effective Date. This MRA will automatically renew for additional, successive, one-year terms unless a party provides written notice of non-renewal to the other party at least 180 days before the end of the then current term.

2.2 The applicable Dell and Provider entities who executed a Schedule or issued or accepted a Dell PO, may terminate the applicable Dell PO and/or Schedule for cause in the event of a material breach of such Dell PO or Schedule by the other entity if such breach is not cured within thirty (30) days of receipt of written notice.

2.3 The Dell entity that issued a Dell PO or executed a Schedule may terminate the applicable Dell PO or any portion thereof and/or the applicable Schedule or any portion thereof at any time without cause for its convenience upon fifteen (15) days written notice. In addition, Dell USA L.P. may terminate the MRA without cause upon fifteen (15) days written notice.

3.0 Price and Payment

3.1 Unless otherwise agreed in a Schedule or Dell PO, all payments must be stated (and payments made) in United States dollars and are exclusive of applicable sales, use or similar taxes for which Dell is obligated to pay Provider. Dell has no liability for any taxes based on Provider’s assets or income or for which Dell has an appropriate resale or other exemption. Dell has the right to withhold any applicable taxes from any royalties or other payments due under the Agreement if required by any government authority. All amounts payable under the Agreement shall be exclusive of value added tax (“VAT”) or analogous taxes (if any), which Dell shall pay at the rate applicable thereto from time to time. Provider shall provide Dell with a valid VAT invoice (applicable in the country of supply). Provider and Dell will cooperate to ensure so far as possible that the VAT treatment of the Agreement is accepted by the relevant tax authorities, and each will produce all necessary invoices, records and other documentation for this purpose. In addition, upon Dell’s request, Provider shall bill Dell or its specified affiliates on a regional or local basis.

3.2 All invoices provided to Dell related to the purchase of Deliverables will be accumulated for a period from the 16th day of a calendar month to the 15th day of the following calendar month (“Accumulation Period”). Dell will pay invoices received during the Accumulation Period net fifty (50) days from the end of the Accumulation Period (EOAP 50). No invoice can be dated prior to the date Deliverables are delivered to Dell (or to a Dell customer, if so provided in the applicable Schedule or Dell PO), unless the Schedule sets forth acceptance criteria, in which case no invoice can be dated prior to acceptance by Dell. Provider agrees to invoice Dell within thirty (30) days after it has the right to invoice under the terms of the Agreement. If Provider fails to submit an invoice within ninety (90) days after it has the right to invoice, Dell has the option to refuse payment in whole or in part. Unless otherwise directed by Dell, all Dell PO(s), invoices and payments will be issued through Dell’s designated invoice and payment system, which Provider agrees to use at Provider’s expense. Dell may, in its sole discretion, choose the method of payment, including but not limited to wire transfer, check, and corporate purchasing card.

3.3 Provider represents and warrants that the prices for Deliverables will not be less favorable than prices applicable to sales by Provider to any other customer purchasing like quantities of materially comparable Deliverables. If at any time during the term of the Agreement, Provider accords to any other such customer more favorable prices, Provider will immediately offer to sell the Deliverables to Dell at equivalent prices accorded to such other customer.

4.0 Warranty

Provider represents and warrants that:

(a) All Hardware and Materials will conform to Provider’s published specifications and documentation as well as to any specifications and descriptions set forth in the applicable Schedule and will be free from defects in design, materials and workmanship including, without limitation, cosmetic defects, for a period of thirty-six (36) months from the date of delivery to Dell (or to a Dell customer, if so provided in the applicable Schedule or Dell PO), unless an alternative warranty period is expressly set forth in a Schedule. All Hardware and Materials will be new and unused and shall not contain used or repaired parts unless requested by Dell in writing, in which case such Hardware and Materials shall be clearly labeled as refurbished. Dell will receive good and marketable title to all Hardware and Materials, and all Hardware and Materials will be free and clear of all liens, claims, encumbrances and other restrictions.

(b) All Software will conform to Provider’s published specifications and documentation as well as to any specifications and descriptions set forth in the applicable Schedule for a period of twelve (12) months from the date of delivery to Dell (or to a Dell customer, if so provided in the applicable Schedule or Dell PO), unless an alternative warranty period is expressly set forth in a Schedule. All Software shall be virus-free and without any time-sensitive code or other disabling devices, key lock or code that has potential or capability of causing any unplanned interruption of the operations of the Software. The Software does not include any open source or other third-party code that is subject to a third-party license agreement (“Third-Party Code”) unless such Third-Party Code and the applicable license are set forth in the applicable Schedule.

(c) All Services will be performed in good and workmanlike manner by a skilled and qualified staff in accordance

with industry standards and shall conform to all specifications and descriptions set forth in the applicable Schedule for a period of twelve (12) months from the date of delivery to Dell, unless an alternative warranty period is expressly set forth in a Schedule.

(d) Provider will, at the time of delivery of each Deliverable, have all the rights and licenses in such Deliverable necessary to allow Dell to own, use and/or receive such Deliverable as set forth in the applicable Schedule without additional restrictions or charges. No Deliverable shall infringe or misappropriate any copyright, patent, trade secret, trademark or other intellectual property right of any third party.

(e) The Agreement (including, without limitation, the Deliverables) does not violate any applicable laws (including, without limitation, all applicable import or export regulations and all licensing or permitting requirements) or breach any other agreement to which Provider is a party or bound.

5.0 Indemnification

5.1 Provider will defend, indemnify, and hold harmless Dell and Dell’s directors, officers, employees, representatives, and agents (collectively “Indemnitees”) from and against any and all claims, actions, demands, and legal proceedings (collectively “Claims”) and all liabilities, damages, losses, judgments, authorized settlements, costs and expenses including, without limitation, reasonable attorneys’ fees (collectively “Damages”) arising out of or in connection with: (i) any alleged or actual acts or omissions of Provider or failure to perform or comply with the terms and conditions of the Agreement; (ii) any alleged or actual infringement and/or misappropriation by Provider and/or the Deliverables of any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any third party (an “IP Infringement Claim”); (iii) any Claim that Provider and/or any Deliverables have caused bodily injury including, without limitation, death or have damaged real or tangible personal property; (iv) violation by Provider and/or a Deliverable of any governmental laws, rules, ordinances, or regulations; (v) any Claim by or on behalf of Provider’s subcontractors, suppliers, or employees for salary, wages, benefits or other compensation; (vi) any breach of the terms and conditions of the Information Privacy and Security Schedule or the NDA and/or (vii) breach of any warranty set forth in the Agreement.

5.2 Provider’s obligations above shall apply even if the Claims and/or Damages are due, or alleged to be due, in part to any Indemnitee’s concurrent negligence or other fault, breach of contract or warranty, or strict liability without regard to fault; provided, however, that Provider’s contractual obligations shall not extend to the percentage of the third-party claimant’s Damages attributable to the Indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon Indemnitee as a matter of law.

5.3 In addition to Provider’s obligations and liabilities above, if an IP Infringement Claim is made or appears likely to be made, Provider shall, at Provider’s option after consulting with Dell, either: (i) procure for Dell the right to continue to use the applicable Deliverables; (ii) modify the Deliverables so that they are no longer infringing; or (iii) replace them with non-infringing Deliverables. If none of these alternatives is commercially reasonable, Dell shall have the option to cease using the applicable Deliverables and return or destroy any affected Deliverables for a full refund of the purchase price of the affected Deliverables. Provision of a refund shall in no way impact or diminish Provider’s obligations and liabilities under Section 5.1.

5.4 In the event of any Claims against Dell subject to indemnification pursuant to the Agreement, Dell will: (i) promptly notify Provider; (ii) at Provider’s expense, reasonably cooperate with Provider in the defense thereof; and (iii) not settle any such Claims without Provider’s consent, which Provider agrees not to unreasonably withhold. Provider will keep Dell informed at all times as to the status of Provider’s efforts and consult with Dell (or Dell’s counsel) concerning Provider’s efforts. Provider will not settle any such Claims without Dell’s prior written consent, which Dell agrees not to unreasonably withhold.

6.0 Limitation of Liability

EXCEPT FOR PROVIDER’S OBLIGATIONS AND LIABILITIES UNDER SECTION 5.0 (“INDEMNIFICATION”), AND/OR PROVIDER’S CONFIDENTIALITY/NON-DISCLOSURE OBLIGATIONS AND LIABILITIES INCLUDING, WITHOUT LIMITATION, THOSE CONTAINED IN THE INFORMATION PRIVACY AND SECURITY SCHEDULE AND NDA, NEITHER DELL NOR PROVIDER WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOST SALES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THE AGREEMENT.

7.0 General

7.1 PROVIDER AND DELL IRREVOCABLY SUBMIT AND CONSENT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS AND THE TEXAS STATE DISTRICT COURT IN WILLIAMSON COUNTY, TEXAS, AND HEREBY AGREE THAT SUCH COURTS SHALL BE THE EXCLUSIVE PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING IN CONNECTION WITH THE AGREEMENT. THE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUSIVE OF ANY PROVISIONS OF THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS AND WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. In the event of a dispute between Dell and Provider arising in connection with the Agreement, prior to commencing any litigation or other legal proceeding, Dell and Provider shall each designate and make available an executive officer and, for at least thirty (30) days following notice from one party to the other of the existence of such a dispute, make a good faith effort to resolve such dispute by discussion and mutually agreed action.

7.2 Regardless of the circumstances of termination or expiration of the Agreement, or portion thereof, the provisions of Sections 4 (“Warranty”), 5 (“Indemnification”), 6 (“Limitation of Liability”), 7 (“General”), and 9 (“Intellectual Property Rights”) of this MRA and any provisions in any Schedule that by their nature would survive will survive the termination or expiration and continue according to their terms.

7.3 Any confidential information disclosed by either Dell or Provider related to the Agreement will be governed by the terms and conditions of the Non-disclosure Agreement (#05090728) between OnePak, Inc and Dell Inc. (“NDA”). Although the NDA is referred to in this Agreement, the NDA continues to be a separate and independent agreement applicable to all confidential information exchanged between Provider and Dell. This Agreement may only supplement or modify the NDA terms with respect to information exchanged in connection with this Agreement and then only as to the term, definition and designation of confidential information exchanged under this Agreement. Notwithstanding anything to the contrary in the NDA or subsequent designations by Provider, the Deliverables provided under the Agreement shall not be considered Provider confidential information.

7.4 Provider will not use the name of Dell or any Dell trademarks, trade names, service marks, or quote the opinion of any Dell employee in any advertising, presentations or otherwise without first obtaining the written consent of Dell’s Corporate Communications Department.

7.5 Provider must comply with the Diversity Requirements located at: http://www.dell.com/content/topics/global.aspx/about_dell/values/supp_citizen/sup_faqs_contacts?~ck=ln&c=us&l=en&lnki=0&s=corp, which may be changed from time to time by Dell. For example (and as outlined in more detail in the Requirements), Provider will: (1) comply with any applicable law and regulations targeted towards suppliers to governmental entities; (2) use commercially reasonable efforts to engage minority and women owned and small businesses in the event subcontractors are engaged to provide any Deliverables pursuant to the Agreement; and (3) comply in a timely manner with any reasonable requests or requirements from Dell (such as for reporting or supporting records) regarding Provider’s compliance with the Requirements. As a supplier to Dell, Supplier must adhere to FAR 52.203-13 Contractor Code of Business Ethics and Conduct, the Code of Conduct Schedule as well as the following Supplier Principles which may be changed from time to time by Dell: (http://content.dell.com/us/en/corp/d/corp-comm/cr-supplier-global-citizen-overview.aspx?c=us&cs=19&l=en&s=corp&redirect=1).

7.6 Provider shall retain accurate and legible invoices and records with respect to Provider’s performance of the Agreement for a minimum of five years (or the period prescribed by applicable law or regulation if longer) following submission of an invoice to Dell and, upon reasonable notice will provide Dell or Dell’s designee copies of such invoices and records, and reasonable access to Provider’s facilities, in order that Dell or Dell’s designee may inspect and audit Provider’s compliance with the terms and conditions of the Agreement, including but not limited to the correctness and accuracy of the charges and credits made or granted by Provider, and payments made by Dell to Provider. Nothing in any Schedule, Statement of work or the course of dealings of the parties, including but not limited to payment and or questioning of invoices, shall preclude Dell from subsequently disputing such payment, if for example Dell discovers that the amount was not properly charged to Dell through an audit conducted under this section. Dell shall bear all costs of the audit unless the audit findings show that the amounts invoiced Dell exceed the proper and accurate amount for such fees by more than 5% percent, in which case Provider must bear all costs associated with the audit. Dell reserves the right to claim reimbursement for overpayments resulting from any invoicing errors, including but not limited to clerical error, invoice charges not authorized through written agreement, unsupported invoice charges, Dell payment errors, etc. An invoice charge will be considered unsupported if an audit cannot verify the charge’s legitimacy. Provider shall refund any overcharges to Dell within 30 days of such audit.

Alternatively, Dell may, upon 30 days notice, offset identified overpayments against ongoing payments due Provider.

7.7 Dell and Provider are independent contractors and neither party is an employee, agent, servant, representative, partner, or joint venturer of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other.

7.8 No waiver of any term or condition is valid unless in writing and signed by authorized representatives of both Dell and Provider and limited to the specific situation for which it is given. Use of pre-printed forms, including, without limitation, purchase orders, shrink-wrap agreements, click-wrap agreements, acknowledgements or invoices, is for administrative convenience only and all terms and conditions stated thereon, except as specifically set forth in the Agreement, are void and of no effect. No amendment or modification to the Agreement will be valid unless set forth in writing and signed by authorized representatives of both parties. The Agreement may not be assigned by Provider in whole or in part, even by operation of law, in a merger or stock or asset sale, without the express written approval of Dell. Any attempt to do so will be null and void. Provider may not subcontract any of its obligations under the Agreement without Dell’s prior consent. The provision of such consent shall in no way relieve Provider of any of its obligations and/or liabilities under the Agreement. Provider agrees to be liable for its subcontractors’ acts and omissions to the same extent as if the subcontractors were Provider’s employees and/or subsidiaries, as applicable.

7.9 Any notice required or permitted by the Agreement must be in writing in English and delivered by certified or registered mail, return receipt requested, postage prepaid and addressed as follows or to such other addresses as may be designated by notice from one party to the other, all such notices being effective on the date received: If to Dell: Dell, One Dell Way, Round Rock, Texas 78682, Attn: VP, General Procurement, cc: General Counsel; and, If to Provider: OnePak Inc., 56 Main Street, 2^nd Floor, P.O. Box 130, Orleans MA 02653, Attn: Director of Corporate Affairs, cc: General Counsel.

7.10 Whenever possible, each provision of the Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of the Agreement is found to violate an applicable law, it will be severed from the rest of the Agreement and ignored and a new provision will be deemed to be added to the Agreement to accomplish, to the extent possible, the intent of the parties as evidenced by the provision so severed. The headings used in the Agreement have no legal effect.

7.11 Nothing in the Agreement requires Dell to purchase from Provider any or all of its requirements for hardware, materials, software or services that are the same or similar to the Deliverables provided hereunder. Provider will cooperate and work with Dell and any other providers that Dell may engage in connection with the provision of the Deliverables.

7.12 Except as may be otherwise provided in the Agreement, the rights or remedies of the parties hereunder are not exclusive, and both Dell and Provider are entitled alternatively or cumulatively, subject to the other provisions of the Agreement, to damages for breach, to an order requiring specific performance, or to any other remedy available at law or in equity.

7.13 This MRA may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Both parties expressly consent and agree to execute this Agreement and communicate by electronic transmission through the Dell Supplier Portal and other means and that such execution by electronic transmission will represent final and binding execution and acceptance of the terms and conditions contained in this MRA. Any copy of this MRA made by reliable means (e.g. photocopy or facsimile) shall be considered an original.

7.14 Provider acknowledges that the Deliverables licensed or sold under the Agreement, and the transactions contemplated by the Agreement, which may include technology and software, are subject to the customs and export control laws and regulations of the United States (“U.S.”) and may also be subject to the customs and export laws and regulations of the country in which the Deliverables are manufactured and/or received. Provider agrees to abide by those laws and regulations. Further, under U.S. law, the Deliverables may not be sold, leased or otherwise transferred to restricted end-users or to restricted countries. In addition, the Deliverables may not be sold, leased or otherwise transferred to, or utilized by an end-user engaged in activities related to weapons of mass destruction, including, without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, and chemical or biological weapons.

7.15 Provider will ensure that while performing Services at Dell’s premises and/or the premises of Dell’s customers or suppliers, Provider’s personnel, agents and subcontractors will abide by all of the rules and regulations, including, without limitation, all security, health and safety regulations, to which Dell’s own personnel, invitees and/or subcontractors are subject.

7.16 Business Continuity and Recovery Contingency Plan (BCRP). Provider warrants to Dell that it has a Business Continuity and Recovery Contingency Plan (“BCRP”) and that the said BCRP includes procedures for disaster recovery which are adequate and which ensures continuity of operation of its or third party business processes so as to ensure that there is no disruption to all or any part of its business which will cause the Provider not to be able to perform and/or meet its duties and obligations pursuant to the Agreement. Provider shall provide Dell access to the BCRP and release the relevant portions of the BCRP to Dell for its perusal and audit. Should Dell, in its absolute discretion, deem the BCRP to be inadequate, the Provider hereby agrees at its own costs, if required by Dell, to work with Dell to amend and put into force such changes as are necessary to ensure that such BCRP plan is adequate

8.0 Insurance

Provider shall obtain and at all times during the term of the Agreement maintain at its own expense, with insurance companies rated “A-” or better by AM Best, the minimum insurance coverage set forth below and any additional insurance coverage set forth in a Schedule, Exhibit, Addendum or other written agreement between the parties.

8.1 Statutory workers’ compensation insurance in the state(s) or jurisdiction(s) in which Provider’s employees perform services for Dell, and employer’s liability insurance with limits of not less than $500,000: (i) for each accident; and (ii) for each employee for occupational disease; or (iii) policy limit for disease. Such policy shall be endorsed to name Dell as “Alternate Employer” to prevent Provider’s workers’ compensation carrier from denying coverage based on a claim of employment status. Provider hereby waives all claims and causes of action against Dell, its officers, directors and employees for any and all injuries suffered by Provider’s employees.

8.2 Commercial General Liability insurance with limits for bodily injury and property damage liability of not less than $1,000,000 personal injury each occurrence, $2,000,000 general aggregate and products/completed operations coverage, which shall include: (i) premises/operations liability; (ii) independent contractors liability; and (iii) broad form contractual liability specifically in support of, but not limited to, the indemnity provisions set forth in the Agreement. This policy shall (iv) include a waiver of subrogation in favor of Dell; (v) be endorsed to include Dell as “Additional Insured;” and (vi) contain cross-liability and severability of interest coverage.

8.3 Business automobile liability insurance with a limit of not less than $1,000,000 per occurrence for bodily injury and property damage liability written to cover all owned, hired and non-owned automobiles arising out of the use thereof by or on behalf of Provider and Provider employees. This policy shall include a waiver of subrogation in favor of Dell and be endorsed to include Dell as an “Additional Insured.”

8.4 Professional Liability/Errors & Omissions (E&O) insurance with limits of not less than $10,000,000 each occurrence and $10,000,000 general aggregate.

8.5 Prior to the commencement of any work or service as provided for herein, Provider shall furnish to Dell insurance certificates on standard Acord form, endorsements, or evidence of coverage signed by authorized representatives of the companies providing the coverage required under the terms of this MRA. All policies providing coverage shall contain provisions that no cancellation, non-renewal or material changes in the policy shall become effective, except on thirty (30) days written notice thereof to Dell. Upon request and without expense to Dell, Provider shall furnish Dell with certified copies of said insurance policies signed by authorized representatives of the insurance companies providing the coverage as required herein.

8.6 Failure to secure the insurance coverage required by this MRA or failure to comply fully with any of the insurance provisions of the Agreement as may be necessary to carry out the terms and provisions of the Agreement shall be deemed to be a material breach of the Agreement. A lack of insurance coverage does not reduce or limit Provider’s responsibility to indemnify Dell as set forth in the Agreement. Any and all deductibles and premiums associated with the insurance coverage required by the Agreement shall be assumed by, for the account of, and at the sole risk of, Provider.

8.7 Dell reserves the right to review the insurance coverage requirements of the Agreement and, unless otherwise expressly agreed to by Dell with respect to a particular Schedule, to (at any time and at Provider’s sole cost): (i) make reasonable adjustments to such requirements; and/or (ii) require other types of coverage, in either case, as reasonably appropriate given the nature, volume and/or value of the Deliverables provided from time to time pursuant to the Agreement.

9.0 Intellectual Property Rights

9.1 Provider Intellectual Property shall mean intellectual property owned, leased and/or licensed by Provider prior to the provision of Services or developed outside and independently from this Agreement. Except for Provider Intellectual Property, Provider agrees that the deliverables produced and/or provided under the Agreement shall constitute the work product of Dell (the “Dell Work Product”). Additionally, other than Provider Intellectual Property, Dell Work Product shall further include, without limitation: all tools, data (including, without limitation, specifications) and/or methods used to design, create, generate or otherwise develop the deliverables and/or perform the Services; and all patent, copyright, trade secret and other proprietary and intellectual property rights developed with respect to the deliverables, creation of deliverables and/or performance of the Services. Intellectual property rights (as used in the Agreement) means: any and all intellectual property rights existing from time to time under any law or regulations of the United States, or of any other country.

9.2 To the extent that the Dell Work Product incorporates or requires for use Provider Intellectual Property (“Licensed Materials”), Provider hereby grants to Dell a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license under all necessary intellectual property rights to: (i) use, make, sell, execute, reproduce, display, perform, prepare derivative works based upon, and distribute (internally and/or externally) copies of the Licensed Materials and their derivative works, and (ii) authorize others to do any, some, or all of the foregoing.

9.3 All Dell Work Product is solely and exclusively the property of Dell and Dell shall own all intellectual property rights therein. To the extent any Dell Work Product qualifies as a “work made for hire” under applicable copyright law, it will be considered a work made for hire and the copyright will be owned solely and exclusively by Dell. To the extent that any Dell Work Product is not considered a “work made for hire” under applicable copyright law, Provider hereby assigns and transfers all of its right, title and interest in and to the Dell Work Product to Dell. Furthermore, Provider shall ensure that its employees, subcontractors, representatives, agents or other contractors engaged to perform Services hereunder comply with the terms of the Agreement including, without limitation, this Section. Where applicable, or at the request of Dell, Provider shall deliver an executed, written deed of assignment assigning to Dell ownership of all intellectual property rights in and to any Dell Work Product developed by Provider including, without limitation, those developed by its employees, affiliates or subcontractors, outside of the United States.

9.4 Provider will, as part of the Dell Work Product, disclose promptly in writing to Dell all of the Dell Work Product and document all intellectual property rights as Dell personnel may direct. Furthermore, Provider shall, upon request, provide to Dell all of the Dell Work Product.

9.5 Provider agrees to take any action and fully cooperate with Dell, as Dell may request to effect the provisions of this Section 9.

9.6 To the extent Dell delivers to Provider, or provides Provider access to, any software, specifications, documentation, data, hardware, tools, know how, methodologies, processes and/or any other materials, information or intellectual property owned, leased and/or licensed by Dell (collectively “Dell Materials”), Provider shall have the right to use such Dell Materials solely for Dell’s benefit and solely for the purpose of performing its obligations to Dell under the Agreement including, without limitation, providing the Services. Provider may not remove any Dell Materials from Dell’s premises unless expressly set forth in a Services Schedule. Except for the limited right expressly granted above, Dell is not granting to Provider any other rights or licenses in or to the Dell Materials. Provider shall return to Dell all Dell Materials in its possession upon Dell’s request. In addition, Provider will use the Dell Materials in compliance with any applicable use restrictions (i) that are disclosed by Dell to Provider, or (ii) that are contained in the agreements governing the use of any Dell Materials that are provided or made available to Provider.

9.7 Provider agrees that it will not seek to enforce any of its intellectual property rights (excluding trademark rights) against Dell or any third party in connection with Dell’s use of any hardware, software, services and/or materials that are similar to the Deliverables.

By signing below, the parties are agreeing to the terms and conditions contained in this Master Relationship Agreement.