MLA0077_License_Schedule_02_Fully_Executed.pdf

HCL Technologies Limited MLA0077 License Schedule 2 Page 1 Form Date: 9.23.22

LICENSE SCHEDULE 2

TO MASTER CONTRACT FOR SOFTWARE LICENSING (MLA0077)

This License Schedule 2 (the “Schedule”) is between the State of Ohio (the “State”) through the Department of Administrative Services, for the beneficial use of the Department of Administrative Services (the “Agency”), and HCL Technologies Limited (the "Contractor"). This Schedule is entered into under Master Contract for Software Licensing MLA0077 (the “Contract”) between the State and the Contractor dated August 23, 2021, and becomes part of the Contract upon full execution by the parties.

Any payment obligations and other terms and conditions under this Schedule and in Contractor’s order form, the Program License and Support Order Schedule attached to the Schedule as Exhibit A and incorporated herein, are contingent upon funding appropriations and related requirements as set forth in the Contract and issuance of a purchase order by the Agency. The billing address will be as set forth in the purchase order and payment will be made by the Agency after receipt of a proper invoice from Contractor.

1. Licenses

Software Part # Qty

License Type

# of Licenses (E.g., Users)

List License Price

Discount Actual License Fee*

Support Percentage†

Start Date

HCL Digital Experience Cloud Native Tier 6, Term License & Subscription & Support, Unlimited User Sessions

TN

33Y01

1 Term Unlimited User Sessions

$3,795,198.03 72% $1,060,000.00 Included 8/9/2024- 7/1/2025

HCL Digital Experience Cloud Native Tier 6, Term License & Subscription & Support, Unlimited User Sessions

TN

33Y01

1 Term Unlimited User Sessions

$3,795,198.03 33% $2,550,000.00 Included 7/2/2025- 7/1/2026

HCL Digital Experience Cloud Native Tier 6, Term License & Subscription & Support, Unlimited User Sessions

TN

33Y01

1 Term Unlimited User Sessions

$3,795,198.03 33% $2,550,000.00 Included 72/2026- 7/1/2027

HCL Digital Experience Cloud Native Tier 6, Term License & Subscription & Support, Unlimited User Sessions

TN

33Y01

1 Term Unlimited User Sessions

$3,795,198.03 60% $1,500,000.00 Included 7/2/2027- 7/1/2028

*The License Fee [ X ] does [ ] does not include the Support Fee for the first Support Period for each Software license identified above.

† The Support percentage is based on [ ] list price [ X ] discounted price. Any increase in annual maintenance must be equal to or less than the annual increase in the list price of the Software and is subject to the caps specified in the Contract.

HCL Technologies Limited MLA0077 License Schedule 2 Page 2

2. License Descriptions

License Type Description of License

Term Includes License, Subscription, Support for one year

Location Information

Service Types Locations

Locations where the Contractor will provide Support:

Support may be provided from any one of the locations listed on our HCLSoftware Affiliates and Third Party Subprocessors document found at the following website: https://www.hcl-software.com/resources/data-processing-and-transfers

Locations where the Contractor will provide services or keep the State’s data or from which the data may be accessed:

Locations are listed on our HCLSoftware Affiliates and Third Party Subprocessors document found at the following website:

https://www.hcl-software.com/resources/data-processing-and-transfers

Locations where any subcontractor will provide support or keep the State’s data or from which the data may be accessed:

N/A

TO SHOW THEIR AGREEMENT, the parties have executed this Schedule as of the dates appearing below.

HCL TECHNOLOGIES LIMITED

STATE OF OHIO,

DEPARTMENT OF

ADMINISTRATIVE SERVICES

Signature Signature

Kathleen C. Madden

Printed Name Printed Name

Director

Title Title

Date Effective Date

General Manager

April Wagner

09-Aug-24 | 7:59 PM IST 2024-08-12 11:29:17 UTC

E-SIGNED by Kathleen C. Madden /rlg on 2024-08-12 11:29:17 GMT

HCL Technologies Limited MLA0077 License Schedule 2 Page 3

EXHIBIT A

PROGRAM LICENSE AND SUPPORT ORDER SCHEDULE

This Program License and Support Order Schedule (this “Order”) is for the purchase of the Program licenses, Support, Services and/or Packaged Service Offerings set forth below. This Order is entered into on the date the License Schedule is executed by the parties (the “Effective Date”) and is by and between:

State of Ohio ESS - OAKS

30 W SPRING ST FL 12

COLUMBUS,

Ohio

USA

43215-2241

(hereinafter “Customer”)

Customer No.: HCL31374

HCL Technologies Limited 806 Siddharth, 96 Nehru Place, New Delhi, Delhi India, 110019

(hereinafter “HCLSoftware”)

Quotation No.:

5-QUO-214612-Y8H0L5-

Date Prepared: 8/9/2024

Will Purchase Order be required? _X__Yes ___No

Order Schedule in U.S. Dollars

Product Part Number Start Date End Date Term

Length

Quantity Unit Price

HCL Web Content Manager, S&S Renewal, Processor Value Unit

E026GLL 7/2/2024 8/9/2024 Custom 280 Processor Value Unit/1 Year

HCL Customer Experience Suite, S&S Renewal, Processor Value Unit

E0DT6LL 7/2/2024 8/9/2024 Custom 16,800 Processor Value Unit/1 Year

HCL Digital Experience Cloud Native Tier 6, Term License & S&S, 24M-60M User Sessions

TN100933Y01 8/9/2024 7/1/2025 Custom 1 Unlimited User Sessions

Term License & S&S, 24M-60M User Sessions

TN100933Y01 7/2/2025 7/1/2026 1 Year 1 Unlimited

Term License & S&S, 24M-60M User Sessions

TN100933Y01 7/2/2026 7/1/2027 1 Year 1 Unlimited

Term License & S&S, 24M-60M User Sessions

TN100933Y01 7/2/2027 7/1/2028 1 Year 1 Unlimited

Total Fees excluding taxes $7,660,000.00

Invoicing Frequency: Annual

For information regarding HCLSoftware’s Product Lifecycle and support requirements, please visit https://support.hcltechsw.com/csm.

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1. Scope. This Order governs Customer’s and its Affiliates’ use of the above Programs, Support, Services and/or Packaged Service Offerings. This Order is made under and pursuant to Master Contract for Software Licensing (MLA Number 0077) dated July 1, 2021, and any amendments thereto, between the Parties (“Agreement”) and the terms of which are hereby incorporated herein.

Pursuant to Part III, Section 1 of the Agreement, expiration of the Agreement without renewal will not affect this Order and the Agreement will remain in full force and effect for the term of this Order.

In the event the Agreement was entered into by Customer’s or HCLSoftware’s parent or other Affiliate, then for purposes of this Order, the Agreement shall be deemed as entered into by the Parties hereto. This Order is valid only for the following countries: World-wide except for those countries considered embargoed, sanctioned or terrorist countries under U.S. or applicable laws or regulations (“Territory”).

2. Payment.

a. Fees. Customer will pay any and all fees, without deduction, offset or withholding, as detailed in the Agreement and in accordance with the Order Schedule Payment Table below. Except as provided herein, all fees are non-refundable and non-cancelable.

b. Taxes. Customer is responsible for payment of any and all applicable sales, use, value added, GST, and any other similar taxes or governmental fees associated with this Order in accordance with the Agreement.

3. LICENSE CONVERSION. Upon the Effective Date of this Order, Customer agrees to: i) convert the previously obtained perpetual Processor Value Unit based licenses to term licenses as per the below license conversion table (“License Conversion Table”); and ii) permanently relinquish all previously granted perpetual rights, including all associated or derived rights, such as, for example, any Software Subscription and Support entitlements and warranty claims in lieu of the term licenses as specified in this Order (the “Relinquishment”).

Upon the expiration of the term licenses in this Order, Customer will have the option to renew the term licenses and support on conditions to be agreed upon or otherwise will cease using and destroy all copies of the Programs specified in the table below upon the end of the agreed term.

Both parties agree that no refund, credit, or new products will be granted to Customer in exchange for the Relinquishment unless as otherwise expressly agreed herein.

THE CONVERSION LANGUAGE HEREIN IS SOLELY RELATED TO THE PRODUCTS

INCLUDED IN THIS ORDER.

LICENSE CONVERSION TABLE

HCL Technologies Limited MLA0077 License Schedule 2 Page 5

Perpetual License Part #

Current Perpetual Part Description

Quantity Unit Term License Part # and Quantity

Converted Term Part Description

Term License Start/End Date

E026GLL HCL Web Content Manager, S&S Renewal, Processor Value Unit

(PVU)

280 PVU Part #

TN100933Y01

Quantity

HCL Digital Experience Cloud Native Tier 6, Term License & S&S, 24M-60M User Sessions*

8/9/2024 – 7/1/2028

E0DT6LL HCL Web Customer Experience Suite, S&S Renewal, Processor Value Unit

(PVU)

16,800 PVU Part #

TN100933Y01

Quantity

HCL Digital Experience Cloud Native Tier 6, Term License & S&S, 24M-60M User Sessions*

8/9/2024 – 7/1/2028

* Customer is permitted to use the term licenses for unlimited user sessions as outlined below.

Once the conversion is complete as per the dates above, Customer will be entitled to: HCL Digital Experience Cloud Native Tier 6, Term License & Support, 24M -60M User Sessions (TN#100933Y01), for four (4) years as outlined in the Order. For the duration of this Order, HCL will allow Customer to utilize the licenses for its website operations only, with Unlimited Sessions of the HCL Digital Experience Cloud Native Term Licenses. Prices are fixed for the four (4) year term as set forth in the Order above.

4. SUPPORT, METERING and REPORTING, FUTURE CHARGES. Pricing is fixed for the four (4) year term of this Order and as set forth above. During the term of this Order, HCL will grant Support for Digital Experience on-premise and cloud during the migration period of moving to Cloud Native for a period no greater than the term of this Order.

METERING and REPORTING. Customer understands that the Programs included in this Order are Active License Management Program(s) (“ALMP”) wherein the Programs are metered and report based upon actual usage.

FUTURE CHARGES. Sixty (60) days prior to the expiration of this Order, HCL will utilize the ALMP counts to determine future renewal charges, using the reported final year counts as provided, to calculate Customer’s future renewal value. Metering and reporting obligations will only be applicable during the final year of the Order, or for clarity the year of 2028.

5. NON-ASSIGNMENT. The provisions of Part VIII, Section 2 of the Agreement apply to this Order.

6. MISCELLANEOUS. The terms of the Agreement are incorporated herein. In the event of any inconsistency or conflict between this Order and the Agreement, this Order will prevail and control with respect to this Order only. In the event Customer issues a purchase order, order document, acknowledgment, or other Customer communication, then regardless of whether HCLSoftware acknowledges, accepts, fully or partially performs under any such document, HCLSoftware objects and rejects any additional or different terms in such document and none of such additional or different terms will become part of the Agreement between the Parties even if HCLSoftware uses or refers to such document for invoicing purposes.

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7. ENTIRE AGREEMENT AND MODIFICATIONS. The Parties acknowledge they have read this Order and agree that it, including its referenced terms, read together with the Agreement, is the complete and exclusive statement of the agreement between the parties relating to the subject matter of this Order. This Order may not be modified or rescinded except in writing signed by both parties.