MAS - Xerox It Solutions LLC - GS35F477GA

GENERAL SERVICES ADMINISTRATION

Federal Acquisition Service Authorized Federal Supply Schedule FSS Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu-driven database system. The INTERNET address GSA Advantage!® is: GSAAdvantage.gov.

Multiple Award Schedule

FSC Froup: Information Technology

Xerox IT Solutions, LLC 2015 Spring Road, Suite 300 Oak Brook, IL 60523-3944 630-396-6300 Fax: 630-396-6322

Managed IT Solutions and Support - Xerox

Contract Administration: Angela Barlow Angela.barlow@Xerox.com

Large Business

Contract Period: June 2, 2017 – June 1, 2027 Contract Number: GS-35F-477GA

Pricelist Current through Modification PS-0173 dated October 17, 2025

For more information on ordering, go to the following website: https://www.gsa.gov/schedules Prices Shown Herein are Net (discount deducted)

CUSTOMER INFORMATION:

1a. Table of awarded special item number(s) with appropriate cross-reference to item descriptions and awarded prices.

33411STLOC

Purchase of New Equipment

811212STLOC

Equipment Maintenance

511210STLOC

Software Licenses

54151STLOC

Maintenance of Software as a Service

611420STLOC

Training Courses

54151SSTLOC

IT Professional Services

OLMSTLOC

Order Level Materials

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. See GSA Advantage!

1c. Labor Category Rates and Descriptions Start on Page 15

2. Maximum order: SINs 33411, 811212, 511210, 54151 & 54151S: $500,000 SIN 611420 and OLM: $250,000

3. Minimum order: $100

4. Geographic coverage: Worldwide

5. Point of production: See GSA Advantage! For Manufacturer Production Point. For services under SIN 54151S Addison, IL

6. Discount from list prices or statement of net price. Government net prices (discounts already deducted)

7. Quantity discounts: SIN 54151S: Additional 1% discount for orders over $250,000.

For LG and Jabra SIN 33411 and 811212, Additional 1% discount for orders over $250,000.

8. Prompt payment terms. Net 30 Days

9. Foreign items: None

10a. Time of delivery: SIN 33411: 30 Days.

SINs 811212, 511210, 611420, 54151, OLM and 54151S As Negotiated

10b. Expedited Delivery: As Negotiated

10c. Overnight and 2-day delivery: As Negotiated

10d. Urgent Requirements: As Negotiated

11. F.O.B. point: Destination

12a. Ordering address:

2015 Spring Road, Suite 300 Oak Brook, IL 60523-3944

12b. Ordering procedures: See Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment address:

14. Warranty provision: Standard Commercial Warranty Terms & Conditions

15. Export packing charges: Not Applicable

16. Terms and conditions of rental, maintenance, and repair: Not Applicable

17. Terms and conditions of installation: Not Applicable

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices: Not Applicable

18b. Terms and conditions for any other services: Not Applicable

19. List of service and distribution points: Not Applicable

20. List of participating dealers: Not Applicable

21. Preventive maintenance: Not Applicable

22a. Special attributes such as environmental attributes: Not Applicable

22b. Section 508: Not Applicable

23. Unique Entity ID: CG32TT9XS937

24. Notification regarding registration in SAM: Xerox IT Solutions, LLC is registered in SAM

Software Transaction Agreement This Software Transaction Agreement (the “Agreement”) is made between you, the Customer (“Customer” or “Ordering Activity”) and SonicWALL, as defined below.

1. Definitions. Capitalized terms not defined in context shall have the meanings assigned to them below:

(a) “Affiliate” means any legal entity controlling, controlled by, or under common control with a party to this Agreement, for so long as such control relationship exists.

(b) “Appliance” means a computer hardware product upon which the Software is pre-installed and delivered.

(c) “SonicWALL” means either (i) SonicWALL Software Inc. (“SonicWALL"), with its principal place of business located at 5455 Great America Parkway, Santa Clara, CA 95054, or (ii) if an Order is placed through an Affiliate of SonicWALL, the Affiliate of SonicWALL that executed or approved the Order.

(d) “Documentation” means the user manuals and documentation that SonicWALL makes available for the Software, and all copies of the foregoing.

(e) “License Type” means the model by which the Software is licensed (e.g., by server, by mailbox, by managed user) as indicated in the applicable Order.

(f) “Maintenance Services” SonicWALL means SonicWALL’s maintenance and support offering for the Products as identified in the Maintenance Services Section below.

(g) “Order” means the document by which Customer orders the Product(s). Orders executed by Ordering Activity and SonicWALL shall be governed solely by the terms of this Agreement, the applicable Order, and the applicable GSA Schedule Contract pursuant to which the Order is issued. Orders placed with a Customer purchase order only and all Orders placed through a Partner shall be governed solely by the terms of this Agreement and the applicable GSA Schedule Contract pursuant to which the Order is issued. Any conflicting or additional terms in or accompanying an Order will not be binding on SonicWALL unless SonicWALL accepts such terms in writing. Each Order shall be the Ordering Activity’s irrevocable commitment to purchase and pay for the Products and/or Maintenance Services stated in the Order, subject to the cancellation and termination rights set forth in the applicable GSA Schedule Contract and applicable Federal Acquisition Regulations (FAR).

(h) “Partner” means a reseller or distributor that is under contract with SonicWALL or another Partner and is authorized via such contract to resell the Products and/or Maintenance Services.

(i) “Product Guide” means the document that contains the Product Terms. Changes to the Product Guide shall have no retroactive effect on Licenses purchased prior to any such change.

(j) “Product Terms” means the terms associated with each License Type and any other terms associated with an individual Product. The Product Terms for Products in an Order shall be as stated in the Order. If no Product Terms are stated in the Order, if the Order is placed with a Customer purchase order only or if the Order is placed through a Partner, then the Product Terms for such Products shall be as stated in the Product Guide as of the date of the Order.

(k) “Products” means the Software and Appliance(s) provided to Customer under this Agreement.

(l) “Software” means the object code version of the software that is provided or made available to Customer pursuant to an Order as well as any corrections, enhancements, and upgrades to such software that are made available to Customer pursuant to this Agreement, and all copies of the foregoing. Software includes On-Premise Software and SaaS Software (as defined in the Software License Section), along with software that is delivered on an Appliance.

2. Software License.

(a) General. Subject to the terms of this Agreement, SonicWALL grants to Customer, and Customer accepts from SonicWALL, a non-exclusive, non- transferable (except as otherwise set forth herein) and non-sublicensable license to access and use the quantities of each item of Software identified in the applicable Order within the parameters of the Product Terms associated with the applicable Software and License Type (the

“License”). Except for MSP Licenses (as defined below), Customer shall only use the Software to support the internal business operations of itself and its worldwide Affiliates.

(b) On-Premise Software. If Software is delivered to Customer for Customer’s installation and use on its own equipment (“On-Premise Software”), the License shall be perpetual (unless otherwise stated on the Order) and shall also include the right to (i) make a reasonable number of additional copies of the On-Premise Software to be used solely for non-productive archival or passive disaster recovery purposes, provided such copies are kept in a secure location and are not used for production purposes unless the primary copy of the On-Premise Software is not being used for production purposes, and (ii) make and use copies of the Documentation as reasonably necessary to support Customer’s authorized users in their use of the On-Premise Software. Each License for On-Premise Software shall only be used by Customer in the country in which the On- Premise Software is initially delivered to Customer.

(c) Software as a Service. If an Order provides Customer with a right to access and use Software installed on equipment operated by SonicWALL or its suppliers (“SaaS Software”), (i) the License for such SaaS Software shall be granted for the duration of the term stated in the Order (the “SaaS Term”), as such SaaS Term may be extended by agreed upon renewals, and (ii) the terms set forth in the SaaS Provisions Section of this Agreement shall apply to all use of such Software. If any On-Premise Software is provided in connection with SaaS Software, the License duration for such On-Premise Software shall be for the corresponding SaaS Term, and Customer shall promptly install any updates to the On-Premise Software provided by SonicWALL.

(d) MSP License. If an Order indicates that Software is to be used by Customer as a managed service provider, Customer shall be granted a License to use such Software and the associated Documentation to provide Management Services (an “MSP License”). “Management Services” include, without limitation, application, operating system, and database implementation, performance tuning, and maintenance services provided by Customer to its customers (each, a “Client”). Each MSP License is governed by the terms of this Agreement and the MSP terms in the Product Guide.

If an Order for an MSP License expressly permits Customer to install copies of the Software on its Clients’ equipment or to provide its Clients access to the Software, then Customer shall ensure that (i) each Client only uses the Software and Documentation as part of the Management Services provided to it by Customer, (ii) such use is subject to the restrictions and limitations contained in this Agreement, including, but not limited to those in the Export Section of this Agreement, and the applicable Order, and (iii) each Client cooperates with SonicWALL during any compliance review that may be conducted by SonicWALL or its designated agent. At the conclusion of any Management Services engagement with a Client, Customer shall promptly remove any Software installed on its Client’s computer equipment or require the Client to do the same. Customer agrees that it shall be responsible to SonicWALL for the acts and omissions of its Clients in connection with their use of the Software.

(e) Evaluation License. If an Order indicates that Software is to be used by Customer for evaluation purposes, or if Software is otherwise obtained from SonicWALL for evaluation purposes, Customer shall be granted a License to use such Software and the associated Documentation solely for Customer’s own non-production, internal evaluation purposes (an “Evaluation License”). Each Evaluation License shall be granted for an evaluation period of up to thirty (30) days from the date of delivery of the On-Premise Software or from the date that access is granted to the SaaS Software, plus any extensions granted by SonicWALL in writing (the "Evaluation Period"). There is no fee for an Evaluation License during the Evaluation Period, however, Customer is responsible for any applicable shipping charges or taxes which may be incurred, and any fees which may be associated with usage beyond the scope permitted herein. Customer will only be granted one Evaluation License per release of any item of Software. Notwithstanding anything otherwise set forth in this Agreement, Customer understands and agrees that Evaluation Licenses are provided “AS IS” and that SonicWALL does not provide warranties or Maintenance Services for Evaluation Licenses.

(f) Freeware License. Intentionally Omitted.

(g) Use by Service Providers. If Customer contracts with a third party who performs Software implementation, configuration, consulting or outsourcing services (a “Service Provider”), the Service Provider may use the Software and Documentation provided to Customer hereunder solely for purposes of providing such services to Customer, provided that Customer ensures that (i) the Service Provider’s use of the Software and Documentation is subject to the restrictions and limitations contained in this Agreement, including, but not limited to those in the Export Section, and the applicable Order(s), (ii) the Service Provider cooperates with SonicWALL during any compliance review that may be conducted by SonicWALL or its designated agent, and (iii) the Service Provider promptly removes any Software installed on its computer equipment upon the completion of the Service Provider’s need to use the Software as permitted by this Section.

3. Restrictions. Except and only to the extent that the exclusions and limits of this Restrictions Section are prohibited by applicable law, Customer may not reverse engineer, decompile, disassemble, or attempt to discover or modify in any way the underlying source code of the Software, or any part thereof. In addition, Customer may not (i) modify, translate, localize, adapt, rent, lease, loan, create or prepare derivative works of, or create a patent based on the Products, Documentation or any part thereof, (ii) resell, sublicense or distribute the Products or Documentation, (iii) provide, make available to, or permit use of the Products, in whole or in part, by any third party (except as expressly set forth herein) without SonicWALL's prior written consent, (iv) use the Products or Documentation to create or enhance a competitive offering or for any other purpose which is competitive to SonicWALL, (v) remove Software that was delivered on an Appliance from the Appliance on which it was delivered and load such Software onto a different appliance without SonicWALL’s prior written consent, or (vi) perform or fail to perform any act which would result in a misappropriation or infringement of SonicWALL’s intellectual property rights in the Products or Documentation. Each permitted copy of the Software and Documentation made by Customer hereunder must contain all titles, trademarks, copyrights and restricted rights notices as in the original. Customer understands and agrees that the Products may work in conjunction with third party products and Customer agrees to ensure that it is properly licensed to use such third party products. Notwithstanding anything otherwise set forth in this Agreement, the terms and restrictions set forth herein shall not prevent or restrict Customer from exercising additional or different rights to any open source software that may be contained in or provided with the Products in accordance with the applicable open source licenses. Customer may not use any license keys or other license access devices not provided by SonicWALL, including but not limited to “pirate keys”, to install or access the Software.

4. Proprietary Rights. Customer understands and agrees that (i) the Products are protected by copyright and other intellectual property laws and treaties, (ii) SonicWALL, its Affiliates and/or its suppliers own the copyright, and other intellectual property rights in the Products, (iii) the Software is licensed, and not sold, (iv) this Agreement does not grant Customer any rights to SonicWALL’s trademarks or service marks, and (v) SonicWALL reserves any and all rights, implied or otherwise, which are not expressly granted to Customer in this Agreement.

5. Title, Risk of Loss and Delivery. SonicWALL, its Affiliates and/or its suppliers own the title to all Software. Title and risk of loss to an Appliance shall pass from SonicWALL to Customer upon shipment (unless the Appliance is rented, leased or loaned to Customer). Delivery of Products shall be by electronic download or FOB Shipping Point.

6. Payment. Customer agrees to pay to SonicWALL (or, if applicable, the Partner) the fees specified in each Order. Customer will be invoiced promptly following delivery of the Products or prior to the commencement of any Renewal Maintenance Period and Customer shall make all payments due to SonicWALL in accordance with FAR 52-212-4. Any amounts properly invoiced and payable to SonicWALL by Ordering Activity that remain unpaid after the due date and after written notification from SonicWALL, shall be subject to the Prompt Payment Act (31 USC 3901 et seq) and Treasury regulations at 5 CFR 1315.

7. Taxes. The fees stated in an Order may not include taxes. If SonicWALL is required to pay sales, use, property, value-added or other taxes based on the Products or Maintenance Services provided under this Agreement or on Customer’s use of Products or Maintenance Services, then such taxes shall be billed to and paid by Customer if determined by the Customer’s contracting officer to be applicable. This Section does not apply to taxes based on SonicWALL’s income. FAR 52.212-4(k) shall take precedence over any contrary provision of the LSA relating to taxes.

8. Termination.

Ordering Activity’s termination rights shall be governed by FAR 52.212-4(l) and (m) and SonicWALL’s termination rights shall be governed by the FAR 52.212-4(d).

Upon termination of this Agreement or expiration or termination of a License for any reason, all rights granted to Customer for the applicable Software shall immediately cease and Customer shall immediately: (i) cease using the applicable Software and Documentation, (ii) remove all copies, installations, and instances of the applicable Software from all Customer computers and any other devices on which the Software was installed, and ensure that all applicable Service Providers and Clients do the same, (iii) return the applicable Software to SonicWALL together with all Documentation and other materials associated with the Software and all copies of any of the foregoing, or destroy such items, (iv) cease using the Maintenance Services associated with the applicable Software, (v) pay SonicWALL or the applicable Partner all amounts due and payable up to the date of termination, and (vi) give SonicWALL a written certification, that Customer, its Service Providers and Clients, as applicable, have complied with all of the foregoing obligations.

(f) Survival. Any provision of this Agreement that requires or contemplates execution after (i) termination of this Agreement, (ii) a termination or expiration of a License, or (iii) the expiration of a SaaS Term, is enforceable against the other party and their respective successors and assignees notwithstanding such termination, including, without limitation, the Restrictions, Payment, Taxes, Termination, Survival, Warranty Disclaimer, Infringement Indemnity, Limitation of Liability, Confidential Information, Compliance Verification, and General Sections of this Agreement.

9. Export. Customer acknowledges that the Products and Maintenance Services are subject to the export control laws, rules, regulations, restrictions and national security controls of the United States and other applicable foreign agencies (the "Export Controls") and agrees to abide by the Export Controls. Customer hereby agrees to use the Products and Maintenance Services in accordance with the Export Controls, and shall not export, re-export, sell, lease or otherwise transfer the Products or any copy, portion or direct product of the foregoing in violation of the Export Controls. Customer hereby (i) represents that Customer is not an entity or person to which shipment of Products, or provision of Maintenance Services, is prohibited by the Export Controls; and (ii) agrees that it shall not export, re-export or otherwise transfer the Products to (a) any country subject to a United States trade embargo, (b) a national or resident of any country subject to a United States trade embargo, (c) any person or entity to which shipment of Products is prohibited by the Export Controls, or (d) anyone who is engaged in activities related to the design, development, production, or use of nuclear materials, nuclear facilities, nuclear weapons, missiles or chemical or biological weapons.

10. Maintenance Services.

(a) Description. Except as otherwise stated in an Order or an amendment to this Agreement, during any Maintenance Period and for the applicable fees, SonicWALL shall:

(i) Make available to Customer new versions and releases of the Software, including Software corrections, enhancements and upgrades, if and when SonicWALL makes them generally available without charge as part of Maintenance Services.

(ii) Respond to communications from Customer that report Software failures not previously reported to SonicWALL by Customer. Nothing in the foregoing shall operate to limit or restrict follow up communication by Customer regarding Software failures.

(iii) Respond to reSonicWALLs from Customer’s technical coordinators for assistance with the operational/technical aspects of the Software unrelated to a Software failure. SonicWALL shall have the right to limit such responses if SonicWALL reasonably determines that the volume of such non-error related reSonicWALLs for assistance is excessive or overly repetitive in nature.

(iv) Provide access to SonicWALL’s software support web site

(v) For Customers that have purchased a License to use Software in the “Privileged Account” family of products (“PA Software”) and have purchased Maintenance Services for the PA Software continuously since the purchase of such License, provide the Privileged Account

Appliance Replacement Program (as described in the Product Guide) for the Appliance on which the PA Software is delivered (the “PA Appliance”).

(vi) For Customers that have purchased a License to use Software in the “SonicWALL” family of products (“SNWL Software”) and have purchased Maintenance Services for the SNWL Software continuously since the purchase of such License, provide the SonicWALL Appliance Replacement Program (as described in the Product Guide) for the Appliance on which the SNWL Software is delivered (the “SNWL Appliance”).

Maintenance Services are available during regional business support hours (“Business Hours”) as indicated on the Support Site, unless Customer has purchased 24x7 Support. The list of Software for which 24x7 Support is available and/or required is listed in the Global Support Guide on the Support Site.

The Maintenance Services for Software that SonicWALL has obtained through an acquisition or merger may, for a period of time following the effective date of the acquisition or merger, be governed by terms other than those in this Section. The applicable different terms, if any, shall be stated on the Support Site.

(b) Maintenance Period. For On-Premise Software, the first period for which Customer is entitled to receive Maintenance Services begins on the date of the initial delivery of the Software following an Order and ends twelve (12) months thereafter unless otherwise set forth below or in the applicable Order (the “Initial Maintenance Period”). Following the Initial Maintenance Period, and subject to availability, Maintenance Services shall only be provided pursuant to a separate Order (each, a “Renewal Maintenance Period”). For purposes of this Agreement, the Initial Maintenance Period and each Renewal Maintenance Period shall be considered a “Maintenance Period.” For the avoidance of doubt, this Agreement shall apply to each Renewal Maintenance Period. Cancellation of Maintenance Services for perpetual Licenses for On-Premise Software will not terminate Customer’s rights to continue to use the On-Premise Software. Maintenance fees shall be due in advance of each Renewal Maintenance Period and shall be subject to the payment requirements set forth in this Agreement. Any payment of fees in excess of the amount of past fees for the lapsed period is prohibited. The rate of any past fees shall be at the current GSA Schedule rate.

For SaaS Software, the Maintenance Period is equal to the duration of the applicable SaaS Term. For non-perpetual Licenses for On-Premises Software or for non-perpetual MSP Licenses, the Maintenance Period is equal to the duration of the License.

Maintenance Services for the SNWL Software and SNWL Appliances (collectively, “SNWL Maintenance”) are optional and only provided if purchased separately. If purchased, the Initial Maintenance Period for SNWL Maintenance begins on the date that SNWL Maintenance is initiated in Customer’s MySonicWall account (as such account may be renamed by SonicWALL in its sole discretion).

11. Warranties and Remedies.

(a) Software Warranties. SonicWALL warrants that, during the applicable Warranty Period (as defined in subsection (c) below),

(i) the operation of the Software, as provided by SonicWALL, will substantially conform to its Documentation (the “Operational Warranty”);

(ii) the Software, as provided by SonicWALL, will not contain any viruses, worms, Trojan Horses, or other malicious or destructive code designed by SonicWALL to allow unauthorized intrusion upon, disabling of, or erasure of the Software, except that the Software may contain a key limiting its use to the scope of the License granted, and license keys issued by SonicWALL for temporary use are time-sensitive (the “Virus Warranty”):

(iii) the media provided by SonicWALL, if any, on which the On-Premise Software is recorded will be free from material defects in materials and workmanship under normal use (the “Media Warranty”); and

(iv) it will make commercially reasonable efforts to make the SaaS Software available twenty-four hours a day, seven days a week except for scheduled maintenance, the installation of updates, those factors that are beyond the reasonable control of SonicWALL, Customer’s failure to meet any minimum system requirements communicated to Customer by SonicWALL, and any breach of this Agreement by Customer that impacts the availability of the SaaS Software (the “SaaS Availability Warranty”).

(b) Appliance Warranties. Except for the PA Appliance and the SNWL Appliance, Appliances are warranted in accordance with the warranty document delivered with the Appliance and/or included on the hardware manufacturers’ website. For the PA Appliance and the SNWL Appliance, SonicWALL warrants that, during the applicable Warranty Period, the PA Appliance and the SNWL Appliance will operate in a manner which allows the PA Software and the SNWL Software, respectively, to be used in substantial conformance with the Documentation (the “PA Appliance Warranty” and “SNWL Appliance Warranty”, respectively).

(c) Warranty Periods. The “Warranty Period” for each of the above warranties shall be as follows: (i) for the Operational Warranty as it applies to On-Premise Software, the Virus Warranty and the Media Warranty, sixty (60) days following the initial delivery of the Software following an Approved Order; (ii) for the Operational Warranty as it applies to SaaS Software and the SaaS Availability Warranty, the duration of the SaaS Term;

(iii) for the PA Appliance Warranty, one (1) year following the initial delivery of the PA Appliance following an Order; and (iv) for the SNWL Appliance Warranty, one (1) year following the date the SNWL Appliance is registered with SonicWALL by Customer.

(d) Remedies. Any breach of the foregoing warranties must be reported by Customer to SonicWALL during the applicable Warranty Period. Customer’s sole and exclusive remedy and SonicWALL’s sole obligation for any such breach shall be as follows:

(i) For a breach of the Operational Warranty that impacts the use of On-Premise Software, SonicWALL shall correct or provide a workaround for reproducible errors in the Software that caused the breach within a reasonable time considering the severity of the error and its effect on Customer or, at SonicWALL’s option, refund the license fees paid for the nonconforming Software upon return of such Software to SonicWALL and termination of the related License(s) hereunder.

(ii) For a breach of the Operational Warranty that impacts the use of SaaS Software, SonicWALL shall correct or provide a workaround for reproducible errors in the Software that caused the breach and provide a credit or refund of the fees allocable to the period during which the Software was not operating in substantial conformance with the applicable Documentation.

(iii) For a breach of the Virus Warranty, SonicWALL shall replace the Software with a copy that is in conformance with the Virus Warranty.

(iv) For a breach of the Media Warranty, SonicWALL shall, at its expense, replace the defective media.

(v) For a breach of the SaaS Availability Warranty, SonicWALL shall provide a credit or refund of the fees allocable to the period during which the Software was not available for use.

(vi) For a breach of the PA Appliance Warranty or the SNWL Appliance Warranty, SonicWALL shall fulfill its obligations under the applicable Appliance Replacement Program.

Additional Product-specific warranties and remedies may be stated in an Order.

(e) Warranty Exclusions. The warranties set forth in this Section shall not apply to any non-conformance (i) that SonicWALL cannot recreate after exercising commercially reasonable efforts to attempt to do so; (ii) caused by misuse of the applicable Product or by using the Product in a manner that is inconsistent with this Agreement or the Documentation; or (iii) arising from the modification of the Product by anyone other than SonicWALL.

(f) Third Party Products. Certain Software may contain features designed to interoperate with third-party products. If the third-party product is no longer made available by the applicable provider, SonicWALL may discontinue the related product feature. SonicWALL shall notify Customer of any such discontinuation, however Customer will not be entitled to any refund, credit or other compensation as a result of the discontinuation.

(g) Warranty Disclaimer. THE EXPRESS WARRANTIES AND REMEDIES SET FORTH IN THIS SECTION OR IN A ORDER ARE THE ONLY WARRANTIES AND REMEDIES PROVIDED BY SONICWALL HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES OR REMEDIES ARE EXCLUDED, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE. SONICWALL DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PRODUCTS.

(h) High-Risk Disclaimer. CUSTOMER UNDERSTANDS AND AGREES THAT THE PRODUCTS ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN ANY HIGH-RISK OR HAZARDOUS ENVIRONMENT, INCLUDING WITHOUT LIMITATION, THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, AIR TRAFFIC CONTROL, LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR ANY OTHER APPLICATION WHERE THE FAILURE OR MALFUNCTION OF ANY PRODUCT CAN REASONABLY BE EXPECTED TO RESULT IN DEATH, PERSONAL INJURY, SEVERE PROPERTY DAMAGE OR SEVERE ENVIRONMENTAL HARM (A “HIGH RISK ENVIRONMENT”). ACCORDINGLY, (I) CUSTOMER SHOULD NOT USE THE PRODUCTS IN A HIGH RISK ENVIRONMENT, (II) ANY USE OF THE PRODUCTS BY CUSTOMER IN A HIGH RISK ENVIRONMENT IS AT CUSTOMER’S OWN RISK, (III) SONICWALL, ITS AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE TO CUSTOMER IN ANY WAY FOR USE OF THE PRODUCTS IN A HIGH RISK ENVIRONMENT, AND (IV) SONICWALL MAKES NO WARRANTIES OR ASSURANCES, EXPRESS OR IMPLIED, REGARDING USE OF THE PRODUCTS IN A HIGH RISK ENVIRONMENT.

12. Infringement Indemnity. SonicWALL shall indemnify Customer from and against any claim, suit, action, or proceeding brought against Customer by a third party to the extent it is based on an allegation that the Software directly infringes any patent, copyright, trademark, or other proprietary right enforceable in the country in which the Software is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Indemnification for a Claim shall consist of the following: SonicWALL shall (a) defend or settle the Claim at its own expense, (b).pay any judgments finally awarded against Customer under a Claim or any amounts assessed against Customer in any settlements of a Claim, and (c) reimburse Customer for the reasonable administrative costs or expenses, including without limitation reasonable attorneys’ fees, it necessarily incurs in responding to the Claim. To the extent permitted by 28 U.S.C. 516, SonicWALL’s obligations under this Infringement Indemnity Section are conditioned upon Customer

(i) giving prompt written notice of the Claim to SonicWALL, (ii) permitting SonicWALL to retain sole control of the investigation, defense or settlement of the Claim, and (iii) providing SonicWALL with such cooperation and assistance as SonicWALL may reasonably reSonicWALL from time to time in connection with the investigation, defense or settlement of the Claim. SonicWALL shall have no obligation hereunder to defend Customer against any Claim (a) resulting from use of the Software other than as authorized in this Agreement, (b) resulting from a modification of the Software other than by SonicWALL, (c) based on Customer’s use of the Software after SonicWALL recommends discontinuation because of possible or actual infringement, (d) based on Customer’s use of a superseded or altered release of Software if the infringement would have been avoided by use of a current or unaltered release of the Software made available to Customer, or (e) to the extent the Claim arises from or is based on the use of the Software with other products, services, or data not supplied by SonicWALL if the infringement would not have occurred but for such use. If, as a result of a Claim, Customer must stop using any Software (“Infringing Software”), SonicWALL shall at its expense and option either (1) obtain for Customer the right to continue using the Infringing Software, (2) replace the Infringing Software with a functionally equivalent non-infringing product, (3) modify the Infringing Software so that it is non-infringing, or (4) terminate the License for the Infringing Software and (A) for On-Premise Software, accept the return of the Infringing Software and refund the license fee paid for the Infringing Software, pro-rated over a sixty (60) month period from the date of initial delivery of such Software following an Order, or (B) for SaaS Software, discontinue Customer’s right to access and use the Infringing Software and refund the unused pro-rated portion of any license fees pre-paid by Customer for such Software. This Section states SonicWALL’s entire liability and its sole and exclusive indemnification obligations with respect to a Claim. Notwithstanding the foregoing, if the Ordering Activity is an agency or instrumentality of the U.S. Government, the U.S. Department of Justice shall represent the Government in any such proceedings in accordance with 28 USC 516, and any termination rights shall be subject to the Government’s authorization and consent rights under 28 USC 1498.

13. Limitation of Liability. EXCEPT FOR (A) ANY BREACH OF THE RESTRICTIONS OR CONFIDENTIAL INFORMATION SECTIONS OF THIS AGREEMENT, (B) AMOUNTS CONTAINED IN JUDGMENTS OR SETTLEMENTS WHICH SONICWALL IS LIABLE TO PAY ON BEHALF OF CUSTOMER UNDER THE INFRINGEMENT INDEMNITY SECTION OF THIS AGREEMENT AND CUSTOMER IS LIABLE TO PAY ON BEHALF OF OR TO SONICWALL UNDER THE CONDUCT, EXPORT, MSP LICENSE, AND USE BY SERVICE PROVIDERS SECTIONS OF THIS AGREEMENT, OR (C) ANY LIABILITY TO THE EXTENT LIABILITY MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW, IN NO EVENT SHALL CUSTOMER OR ITS AFFILIATES OR SONICWALL, ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF GOODWILL OR REPUTATION, LOSS OF ANTICIPATED SAVINGS, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, HOWSOEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES AND WHETHER ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE.

EXCEPT FOR (A) ANY BREACH OF THE SOFTWARE LICENSE, RESTRICTIONS, OR CONFIDENTIAL INFORMATION SECTIONS OF THIS AGREEMENT, OR ANY OTHER VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (B) SONICWALL’S EXPRESS OBLIGATIONS UNDER THE INFRINGEMENT INDEMNITY SECTION OF THIS AGREEMENT AND CUSTOMER’S EXPRESS OBLIGATIONS UNDER THE CONDUCT, EXPORT, MSP LICENSE, AND USE BY SERVICE PROVIDERS SECTIONS OF THIS AGREEMENT, (C) SONICWALL’S COSTS OF COLLECTING DELINQUENT AMOUNTS WHICH ARE NOT THE SUBJECT OF A GOOD FAITH DISPUTE; (D) A PREVAILING PARTY’S LEGAL FEES PURSUANT TO THE LEGAL FEES SECTION OF THIS AGREEMENT; OR (E) ANY LIABILITY TO THE EXTENT LIABILITY MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW, THE MAXIMUM AGGREGATE AND CUMULATIVE LIABILITY OF CUSTOMER AND ITS AFFILIATES AND SONICWALL, ITS AFFILIATES AND SUPPLIERS, UNDER THIS AGREEMENT, WHETHER ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED (Y) THE GREATER OF THE FEES PAID AND/OR OWED (AS APPLICABLE) BY CUSTOMER OR ITS AFFILIATES FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE BREACH OR FIVE HUNDRED DOLLARS ($500.00), OR (Z) FOR MAINTENANCE SERVICES OR A PRODUCT SUBJECT TO RECURRING FEES, THE GREATER OF THE AMOUNT PAID AND/OR OWED (AS APPLICABLE) FOR SUCH MAINTENANCE SERVICE OR PRODUCT DURING THE TWELVE (12) MONTHS PRECEDING THE BREACH OR FIVE HUNDRED DOLLARS ($500.00). THE PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR SONICWALL PROVIDING PRODUCTS AND SERVICES TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES OR FAILURES. The foregoing exclusion/limitation of liability shall not apply to (1) personal injury or death resulting from SonicWALL’s negligence; (2) for fraud; (3) for any other matter for which liability cannot be excluded by law or (4) express remedies provided under any FAR, GSAR or Schedule 70 solicitation clauses incorporated into the contract.

SonicWALL’s software includes third party software. The suppliers of this thirdparty software shall be beneficiaries of this Limitation of Liability Section and Customer’s Service Providers are entitled to the rights granted under the MSP License and Use by Service Providers Sections of this Agreement; otherwise, no thirdparty beneficiaries exist under this Agreement. SonicWALL expressly excludes any and all liability to Customer’s Service Providers, Clients and to any other third party.

14. Confidential Information.

(a) Definition. “Confidential Information” means information or materials disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that are not generally available to the public and which, due to their character and nature, a reasonable person under like circumstances would treat as confidential, including, without limitation, financial, marketing, and pricing information, trade secrets, know-how, proprietary tools, knowledge and methodologies, the Software (in source code and/or object code form), information or benchmark test results regarding the functionality and performance of the Software, any Software license keys provided to Customer, and the terms and conditions of this Agreement.

Confidential Information shall not include information or materials that (i) are generally known to the public, other than as a result of an unpermitted disclosure by the Receiving Party after the date that Customer accepts the Agreement (the “Effective Date”); (ii) were known to the Receiving Party without an obligation of confidentiality prior to receipt from the Disclosing Party; (iii) the Receiving Party lawfully received from a third party without that third party’s breach of agreement or obligation of trust; (iv) are protected by SonicWALL in accordance with its obligations under the Protected Data Section below, or (v) are or were independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information.

(b) Obligations. The Receiving Party shall (i) not disclose or permit disclosure of the Disclosing Party’s Confidential Information to any third party, except as permitted in subsection (c) below, (ii) only use the Disclosing Party’s Confidential Information to exercise the rights granted to it under this Agreement, and (iii) protect the Disclosing Party’s Confidential Information from unauthorized use or disclosure by exercising at least the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Disclosing Party’s Confidential Information and will cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to protect its proprietary rights. For the avoidance of doubt, this Section shall apply to all disclosures of the parties’ Confidential Information as of the Effective Date, whether or not specifically arising from a party’s performance under this Agreement.

(c) Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement.

Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction.

15. Protected Data. For purposes of this Section, “Protected Data” means any information or data that is provided by Customer to SonicWALL during this Agreement that alone or together with any other information relates to an identified or identifiable natural person or data considered to be personal data as defined under Privacy Laws, and “Privacy Laws” means any applicable law, statute, directive or regulation regarding privacy, data protection, information security obligations and/or the processing of Protected Data.

Except as permitted herein or to the extent required by Privacy Laws or legal process, SonicWALL shall not disclose Protected Data to any third party for any reason. SonicWALL shall implement appropriate technical and organizational measures to prevent unauthorized disclosure of or access to Protected Data by third parties, and shall only store and process Protected Data as required to fulfill its obligations under this Agreement and any applicable Orders. SonicWALL shall make reasonable efforts to comply with Customer’s written instructions with respect to the Protected Data; however, SonicWALL shall have no liability to Customer for any breach of this Section resulting from SonicWALL’s acts or omissions in accordance with any such instructions. SonicWALL shall promptly notify Customer of any disclosure of or access to the Protected Data by a third party in breach of this Section and shall cooperate with Customer to reasonably remediate the effects of such disclosure or access. SonicWALL further affirms to Customer that it has adequate agreements in place incorporating the EU standard contractual clauses for the transfer of Protected Data from the European Union (“EU”) to a country outside the EU.

Customer hereby (i) represents that it has the right to send the Protected Data to SonicWALL, (ii) consents for SonicWALL to store and use the Protected Data worldwide for the sole purpose of performing its obligations under this Agreement and any applicable Orders, (iii) agrees that the Protected Data may be accessed and used by SonicWALL and its Representatives worldwide as may be needed to support SonicWALL’s standard business operations, and

(iv) agrees that Protected Data consisting of Customer contact information (e.g., email addresses, names) provided as part of Maintenance Services may be sent to SonicWALL’s thirdparty service providers as part of SonicWALL’s services improvement processes.

16. Compliance Verification. Customer agrees to maintain and use systems and procedures to accurately track, document, and report its installations, acquisitions and usage of the Software. Such systems and procedures shall be sufficient to determine if Customer’s deployment of the Software or, if applicable, use of the SaaS Software is within the quantities, Product Terms, and maintenance releases to which it is entitled. SonicWALL or its designated auditing agent shall have the right to audit Customer's deployment of the Software or, if applicable, use of the SaaS Software for compliance with the terms and conditions of this Agreement and the applicable Order(s). Any such audits shall be scheduled at least ten (10) days in advance and shall be conducted during normal business hours at Customer's facilities and shall be in accordance with Ordering Activity’s security requirements. Customer shall provide its full cooperation and assistance with such audit and provide access to the applicable records and computers. Without limiting the generality of the foregoing, as part of the audit, SonicWALL may SonicWALL, and Customer agrees to provide, a written report, signed by an authorized representative, listing Customer's then current deployment of On-Premise Software and/or the number of individuals that have accessed and used SaaS Software. If Customer's deployment of the Software or, if applicable, use of the SaaS Software is found to be greater than its purchased entitlement to such Software, Customer will be invoiced for the over-deployed quantities at SonicWALL’s then current GSA Schedule list price plus the applicable Maintenance Services. All such amounts shall be payable in accordance with this Agreement. The requirements of this Section shall survive for two (2) years following the termination of the last License governed by this Agreement.

17. SaaS Provisions.

(a) Data. Customer may store data on the systems to which it is provided access in connection with its use of the SaaS Software (the “SaaS Environment”). SonicWALL may periodically make back-up copies of Customer data, however such back-ups are not intended to replace Customer’s obligation to maintain regular data backups or redundant data archives. Customer is solely responsible for collecting, inputting and updating all Customer data stored in the SaaS Environment, and for ensuring that it does not (i) knowingly create and store data that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) use the SaaS Environment for purposes that would reasonably be seen as obscene, defamatory, harassing, offensive or malicious. If the Order states where Customer data is to be stored, SonicWALL will not move the data from the specified region without notifying Customer, except if SonicWALL is required to do so by law or legal process. SonicWALL shall have the right to delete all Customer data stored in connection with the use of the SaaS Software thirty (30) days following any termination of this Agreement or any License to SaaS Software granted hereunder.

Customer represents and warrants that it has obtained all rights, permissions and consents necessary to use and transfer all Customer and/or third party data within and outside of the country in which Customer or the applicable Customer Affiliate is located (including providing adequate disclosures and obtaining legally sufficient consents from Customer’s employees, customers, agents, and contractors). If Customer transmits data to a third-party website or other provider that is linked to or made accessible by the SaaS Software, Customer will be deemed to have given its consent to SonicWALL enabling such transmission and SonicWALL shall have no liability to Customer in connection with any claims by a third party in connection with such transmission.

(b) Conduct. In connection with the use of SaaS Software, Customer may not (i) attempt to use or gain…