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Oracle General Terms Reference: US- OMA-5778

The text of these General Terms differs from Oracle's standard General Terms.

These General Terms (these "General Terms"} are between Oracle America, Inc. ("Oracle"} and the Individual or entity identified below in the signature block. To place orders subject to these General Terms, at least one Schedule (as defined below} must be incorporated into these General Terms. If a term is relevant only to a specific Schedule, that term will apply only to that Schedule if and/or when that Schedule is incorporated into these General Terms.

You assert that you have classified this agreement as a cooperative purchasing contract as defined in North Dakota Century Code section 54-44.4-13, and that You have deemed it an open-ended contract that is made available to other government entities under such section, as described further in section 2, below. You further assert that school boards may participate in this agreement pursuant to section 2 as provided in North Dakota Century Code section 15.1-09-34(k), and that the North Dakota Information Technology Department may participate in this agreement pursuant to section 2 as provided in North Dakota Century Code section 54-59-18. For the avoidance of doubt, only government entities in North Dakota, as further described in section 2, below, may place orders under this agreement.

1. DEFINITIONS

1.1 "Hardware" refers to the computer equipment, including components, options and spare parts. No Hardware may be purchased under this Master Agreement.

1.2 "Integrated Software" refers to any software or programmable code that is (a) embedded or integrated in the Hardware and enables the functionality of the Hardware or (b} specifically provided to You by Oracle under Schedule H and specifically listed (i) in accompanying documentation, (ii) on an Oracle webpage or (iii} via a mechanism that facilitates installation for use with Your Hardware. Integrated Software does not include and You do not have rights to (a) code or functionality for diagnostic, maintenance, repair or technical support services; or (b} separately licensed applications, operating systems, development tools, or system management software or other code that is separately licensed by Oracle. For specific Hardware, Integrated Software includes Integrated Software Options (as defined in Schedule H) separately ordered. No Integrated Software may be purchased under this Master Agreement.

1.3 "Master Agreement" refers to these General Terms (including any amendments thereto} and all Schedule(s) incorporated into the Master Agreement (including any amendments to those incorporated Schedule(s)). The Master Agreement governs Your use of the Products and Service Offerings ordered from Oracle or an authorized reseller.

Only software programs and software technical support services may be purchased under this Master Agreement.

1.4 11Operating System" refers to the software that manages Hardware for Programs and other software. No Operating Systems may be purchased under this Master Agreement.

1.5 "Products" refers to Programs.

1.6 "Programs" refers to (a} the software owned or distributed by Oracle that You have ordered under Schedule P, (b) Program Documentation and (c) any Program updates acquired through technical support. Programs do not include Integrated Software or any Operating System.

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d. Your rights and remedies provided in this subsection 6.4 are in addition to your rights and remedies under section 6.1, above.

7. FEES AND TAXES; PRICING, INVOICING AND PAYMENT OBLIGATION

7.1 All fees payable to Oracle are due within 30 days from the invoice date. You agree to pay any sales, value added or other similar taxes imposed by applicable law that Oracle must pay based on the Products and/or Service Offerings You ordered, except for taxes based on Oracle's Income. Reimbursement of expenses related to providing Service Offerings, if any, will be addressed in the relevant ordering document.

Payment of Taxes by State - State is exempt from local, state, or federal transaction taxes. You are required to provide Oracle proper exemption documentation for this exemption to take place. State sales tax exemption number is E-2001.

7.2 You understand that You may receive multiple invoices for the Products and Service Offerings You ordered.

Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, which may be accessed at http://oracle.com/contracts.

8. NONDISCLOSURE

8.1 By virtue of the Master Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). We each agree to disclose only information that is required for the performance of obligations under the Master Agreement or as such disclosure is required under N.D.C.C.

chapter 44-04 in accordance with this section 8. Confidential information shall be limited to the terms and pricing under the Master Agreement and all information clearly identified as confidential at the time of disclosure.

Protection from mandatory public disclosure shall require a specific exception to the North Dakota open records law, N.D.C.C. ch. 44-04. Oracle agrees to contact You promptly upon receiving a request for Your Confidential information under the open records law and to work with You on how to respond to such request, provided release is not required under federal law or by court order. Notwithstanding any other provision of this section 8, if you receive a request for disclosure of Oracle Confidential Information, You agree to promptly notify Oracle and provide Oracle an opportunity to identify information Oracle believes is exempt from public disclosure under N.D.C.C. ch. 44-04.

8.2 A party's Confidential information shall not Include Information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.

8.3 We each agree not to disclose each other's Confidential information to any third party other than those set forth in the following sentence for a period of six years from the date of the disclosing party's disclosure of the Confidential Information to the receiving party. We may disclose Confidential Information only to those employees or agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than under the Master Agreement. Nothing shall prevent either party from disclosing the terms or pricing under the Master Agreement or orders submitted under the Master Agreement in any legal proceeding arising from or in connection with the Master Agreement. Nothing shall prevent either party from disclosing Confidential Information to a governmental entity as required by law, except as otherwise provided in section 8.1, above.

9. ENTIRE AGREEMENT

9.1 You agree that the Master Agreement and the information which is incorporated into the Master Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, are the complete agreement for the Products and/or Service Offerings ordered by You and supersede all prior or contemporaneous agreements or representations, written or oral, regarding such Products and/or Service Offerings.

9.2 It is expressly agreed that the terms of the Master Agreement and any Oracle order shall supersede the terms in any purchase order, procurement internet portal or any other similar non-Oracle document and no terms included in any such purchase order, portal or other non-Oracle document shall apply to the Products and/or Service Offerings ordered. In the event of inconsistencies between the terms of any Schedule and these

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General Terms, the Schedule shall take precedence. In the. event of any inconsistencies between the terms of an order and the Master Agreement, the order shall take precedence. The Master Agreement and orders may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Oracle Store by authorized representatives of You and of Oracle. Any notice required under the Master Agreement shalt be provided to the other party in writing.

10. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,

OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE.

EXCEPT FOR THE EXCLUSIVE INFRINGEMENT INDEMNIFICATION ABOVE (SECTIONS 5.1

THROUGH 5.7) AND LOSS RESULTING FROIVi PERS ONAL INJURY OR DAMAGE TO

TANGIBL E REAL OR PERSONAL PROPERTY ARISING OUT OF OR RESUL TING FROM

NEGLIGENCE, FAULT, OR INTENTIONAL MISCONDU CT OF ORACLE AND ITS EMPLOYEES

AND AGENTS, ORACLE'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED

TO THE MASTER AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID ORACLE UNDER THE SCHEDULE

GIVING RISE TO THE LIABILITY, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PRODUCTS OR SERVICE OFFERINGS, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID ORACLE FOR THE DEFICIENT PRODUCT OR SERVICE OFFERINGS GIVING RISE TO THE LIABILITY. FOR THE PURPOSES

OF THIS PARAGRAPH, (1) "TANGIBLE REAL OR PERSONAL PROPERTY" SHALL NOT INCLUDE

DOCUMENTATION, SOFTWARE, DATA, OR DATA FILES; AND (2) FOR THE AVOIDANCE OF DOUBT, IN

NO EVENT SHALL ORACLE BE LIABLE FOR "COST OF COVER."

11. EXPORT

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Products. You agree that such export laws govern Your use of the Products (including lechnical data) and any Service Offerings deliverables provided under the Master Agreement, and You agree to comply with all such export laws and regulations (Including "deemed export" and "deemed re-export" regulations). You agree that no data, information, Product and/or materials resulting from Service Offerings (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or Will be used for any purpose prohibited by these Jaws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. You shall include the following notice on packing lists, commercial invoices, shipping documents and other documents used in the transfer, export or re-export of the Products and any Service Offerings deliverables: "These commodities, technology, software, or hardware (including any Integrated Software and Operating System(s)) were exported in accordance with U.S. Export Administration Regulations and applicable export laws. Diversion contrary to applicable export Jaws is prohibited."

12. FORCE MAJEURE

Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic, electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export, import or other license); other event outside the reasonable control of the obligated party. We both will Use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Service Offerings and affected orders upon written notice. This section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for Products and Service Offerings ordered or delivered.

13. GOVERNING LAW AND JURISDICTION

The Master Agreement is governed by the substantive and procedural laws of the State of North Dakota.

14. NOTICE

If You have a dispute with Oracle or if You wish to provide a notice under the Indemnification section of these General Terms, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Oracle America, Inc., 500 Oracle Parkway, Redwood Shores, CA 94065. Attention:

General Counsel, Legal Department. All notices, demands, requests, other communications (collectively "notices") which may be required or desired to be given by Oracle to you with respect to this Master Agreement shall be IN WRITING and addressed as follows:

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