Malwarebytes Software Add-on

MALWAREBYTES SOFTWARE ADD-ON AGREEMENT

Parties and Recitals

Provider Name:

Client Name:

WHEREAS, Provider and Client are parties to a Master Software License Agreement, Agreement Date: , Agreement No.: (the "Master Agreement");

WHEREAS, Provider offers a Malwarebytes-compatible software add-on product that extends the Master Agreement functionality, including enhanced threat detection, integration modules, and support services;

WHEREAS, the parties desire to amend the Master Agreement to incorporate the add-on features, fees, and service obligations set forth in this Add-On Agreement (the "Add-On").

Scope of Work

The Provider will deliver the add-on in accordance with the acceptance criteria set forth above and will make commercially reasonable efforts to ensure compatibility with the Client's specified Malwarebytes product version(s). Target delivery milestone:

Payment Terms

Unpaid amounts shall accrue interest at or the maximum permitted by law, whichever is less. The Client shall also reimburse Provider for collection costs, including reasonable attorneys' fees.

Term and Termination

Effective Date: . Term End Date: .

Either party may terminate this Add-On for material breach by the other party if the breach remains uncured for a period of days following written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Client will pay Provider for all work performed and non-cancellable commitments incurred through the effective termination date. License rights granted hereunder shall survive termination only to the extent expressly set forth in this Add-On or the Master Agreement.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary, or business information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes generally available to the public other than by a breach of this Add-On; (b) was in its possession prior to receipt from the Disclosing Party without restriction; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by employees who did not have access to the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Add-On and shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Disclosure is permitted to the extent required by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any reasonable protection of confidentiality.

Intellectual Property and License

All intellectual property rights in the Add-On, including modifications and derivative works, remain exclusively with Provider except as expressly granted in the Master Agreement. Provider grants Client a non-exclusive, non-transferable license to use the Add-On solely in accordance with the terms of the Master Agreement and this Add-On. Client shall not reverse engineer, decompile, or otherwise attempt to derive source code from the Add-On except to the extent permitted by applicable law.

Representations, Warranties and Liability

Provider represents that it has the right to grant the rights herein and that the Add-On will materially conform to the specifications in the Scope of Work for a period of days from delivery. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ADD-ON IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Provider's aggregate liability for breach of this Add-On shall not exceed the amounts paid by Client to Provider under this Add-On during the month period preceding the claim. Neither party shall be liable for indirect, incidental, special, or consequential damages.

Notices

Governing Law; Dispute Resolution

This Add-On shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to pursuing any formal remedy; if unresolved, the parties submit to the exclusive jurisdiction of the state and federal courts located within the chosen jurisdiction.

Entire Agreement

This Add-On, together with the Master Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. Any amendment must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Add-On without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Compliance with Laws: Each party shall comply with all applicable laws and regulations in performing its obligations under this Add-On, including export control and data protection laws.

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