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23.4 Partial assignment of License in corM porate divestitures 23.5 Contractor use of Software OPTIONAL PROVISIONS a) This Section applies ifand only if you or your parent company either (1) assigns, to a third party, assets which you use in a portion of your business in which you use the Software (e.g., a divestiture or spin-off of a division afyanT company), or (2) assigns, to a third party, all of the stock of an Affiliate of Customer which uses the Software, or for the benefit of which you use the Software, pursuant to this Agreement. b) In connection with such assignment, and for one (l) year after its effective date, the assignee will have the option, at its election, to enter into a new license agreement with us that is sub- stantially identical to this Agreement, at no additional charge by us. c) The new license agreement will be for some or all of the Software described in this Agree- ment and for a specified number of the servers, user accounts, or other License Units as to which you are licensed ("Transferred License Units"). The number of License Units for which you remain licensed wiIJ be reduced by the number of Transferred License Units. d) The assignee will automatically be a maintenance subscriber for the Transferred License Units, at no additional charge, for the balance of the then-current maintenance period. e) To exercise such option, you and the assignee must jointly give us written notice of the as. signee's election. Such notice will be deemed to be (i) the assignee's assent to a new license agreement as provided in subparagraph (b), and (it) your consent to the reduction in the num- ber of License Units for which you remain licensed. The provisions of this Section apply if and only if contractor use rights are specified in an ap_ plicable Master Agreement or Order Fonn. a) Your contractors, other than BindView competitors named in BindView's most recent ID-K filing and its three most recentlO-Q filin~s with the Securities and Exchange Commission (available on.line at httplledgar.sec.gov),~ may use the Software, solely on your behalf, in the same manner as you under this Agreement and subject to all the tenns and conditions of this Agreement, including all applicable warranty disclaimers and remedy limitations. If any such use by a contractor (other than individual contractors who work primarily for you) is more than occasional (e.g., if such use is by an outsourcing contractor), you will promptly notify us of the identity of the contractor(s). b) Upon our written request from time to time (but no more than once per year in the absence of good cause), with at least 10 business days' prior notice, you will provide us with a list of all contracting entities (i.e., other than individuals who themselves are serving as contractors), that are using the Software pursuant to this Section}] c) Any such use by any such contractor (1) shall be deemed your use for purposes ofdetermin_ iog whether you are in compliance with this Agreement, and (2) will be at no additional charge other than charges you would have to pay under this Agreement if such use were your own use (e.g., additional license- and/or maintenance fees ifany). d) Any such contractor using the Software will be deemed to have agreed to comply with this Agreement. You will notify such contractor of the same and will be responsible for any non- compliance by it. 34 Section 23.5(a): For obvious reasons, if a BifldView competitor happens also to be an outsourcer, BindView does flot want that competitor to have licensed access to the Software. 35 Section 22.5(b): We need tbis information in part so tbat we will know who is entitled to call usfor support on your behalf BINDVIEW CUSTOMER AGREEMENT 95-3172 PAGE 33