Software License Amendment Form

SOFTWARE LICENSE AMENDMENT

This Software License Amendment ("Amendment") is made as of the , (the "Effective Date"), by and between Licensor: , a entity, with its principal place of business at ; and Licensee: , a entity, with its principal place of business at .

RECITALS

WHEREAS, Licensor and Licensee are parties to that certain Software License Agreement dated , (the "Agreement");

WHEREAS, the parties desire to amend certain provisions of the Agreement as set forth in this Amendment to reflect changes in the licensed software, scope, fees, and support obligations;

WHEREAS, capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Agreement unless otherwise provided herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

1. AMENDMENT TO DEFINITIONS

Section(s) of the Agreement are amended to revise the following definitions. The definition of "Licensed Software" is amended to include the updates and modules described in Exhibit A attached hereto. Any capitalized term defined in Exhibit A shall be deemed incorporated into the Agreement.

2. MODIFICATION TO LICENSE GRANT

Effective as of the Effective Date, Section [insert section number] of the Agreement is deleted in its entirety and replaced with the following:

3. FEES AND PAYMENT

In consideration for the amendments set forth in this Amendment, Licensee shall pay Licensor the amount of USD, payable in accordance with the following terms:

4. TERM; TERMINATION

Except as expressly modified herein, the Term of the Agreement shall remain unchanged, provided that the amendments in this Amendment shall commence on the Effective Date and continue for the remaining term of the Agreement. Termination rights under the Agreement remain in full force; however, a material breach of the amended provisions shall constitute a material breach of the Agreement entitling the non-breaching party to terminate in accordance with the Agreement.

5. SUPPORT AND MAINTENANCE

Licensor shall provide support and maintenance for the amended Licensed Software in accordance with the service levels set forth in Exhibit B attached hereto. Any deviations from standard service levels shall be documented in Exhibit B and, where applicable, adjusted fees shall be reflected in Section 3 above.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full corporate power and authority to enter into this Amendment and to perform its obligations hereunder; (b) execution and delivery of this Amendment have been duly authorized by all necessary corporate actions; and (c) this Amendment, when executed and delivered, will constitute a valid and binding obligation enforceable in accordance with its terms.

7. INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Amendment or the Agreement, except to the extent such liability results from the gross negligence or willful misconduct of the indemnified party.

8. LIMITATION OF LIABILITY

Except as expressly set forth in this Amendment or the Agreement, in no event shall either party be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, whether in contract, tort or otherwise, even if advised of the possibility of such damages. The parties' aggregate liability under this Amendment shall be limited to direct damages not to exceed the fees paid under this Amendment during the twelve (12) months preceding the claim.

9. CONFIDENTIALITY

All information exchanged pursuant to this Amendment shall be treated as Confidential Information under the Agreement. The parties agree that any disclosure or use of Confidential Information inconsistent with the Agreement shall constitute a material breach.

10. NOTICES

All notices required or permitted under this Amendment shall be in writing and shall be delivered to the addresses below (or such other address as a party designates by written notice):

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Amendment may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Amendment shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Agreement. If any provision of this Amendment is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. This Amendment, together with the Agreement and any exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating thereto.

13. EXHIBITS

The following exhibits are attached and incorporated by reference: Exhibit A — Amended Licensed Software and Definitions; Exhibit B — Support and Service Levels. Any deliverables or schedules referenced in those exhibits shall have the force of this Amendment.

SIGNATURES

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