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Connection Services. MMC shall provide to Customer the Virtual Private Network (VPN) software
<br />necessary for Customer to establish connectivity to MMC's System and to utilize the Subscription Services via a
<br />secure connection. Customer shall be solely responsible for any dial -up, DSL, or other ISP service necessary to
<br />provide Customer access to the Internet. Customer shall be issued a FOB device for each concurrent user subscribed
<br />for and identified by Customer. Customer shall be responsible for identifying the specific individuals who shall be
<br />provided access to the Subscription Services. Only those individuals identified by Customer shall be issued a FOB
<br />device. If at any time Customer wishes to designate a different individual to have access to the Subscription Services,
<br />Customer must first return the FOB devise for the individual who will no longer have access, and Customer will
<br />subsequently be issued a new FOB device for the newly identified individual. MMC is not responsible for the
<br />security of Customer's data or the Subscription Services with regards to Customer's policies and procedures regarding
<br />the FOB devices. Any person having access to one of the issued FOB devices can access Customer's data, and
<br />Customer shall be solely responsible for the security of the FOB devices. Any time that a FOB device is lost, stolen,
<br />or otherwise unaccounted for, Customer shall notify MMC immediately, including the name of the individual for
<br />whom the FOB device was issued, and MMC shall immediately cancel access to the Subscription Services for that
<br />FOB device. Customer shall owe to MMC one - hundred dollars ($100) for any lost, damaged, or replaced FOB device
<br />issued in accordance with this Agreement. MMC shall provide the VPN software at no charge to Customer and as
<br />part of the Services. Customer agrees not to use or install the VPN software except as directed by MMC. Customer
<br />agrees to comply with the terms and conditions of the applicable license for the VPN software provided to Customer
<br />by MMC.
<br />Additional Services. At any time that Customer wishes to add additional Services to this Agreement,
<br />Customer may do so by executing the applicable Addendum for the Services which Customer wishes to add. Such
<br />Addendum shall be include the price to be paid for that specific Addendum, and shall be executed with the same
<br />formality as this Agreement.
<br />MMC Scheduled Maintenance. MMC's System and the Software may occasionally require maintenance for
<br />such purposes as installing patches, fixes, or upgrades, loading customer data, or repairs, modifications, updates, and
<br />upgrades to the System. MMC reserves the right to schedule a maintenance window to maintain and improve
<br />Services ( "MMC Scheduled Maintenance "). MMC shall use commercially reasonable efforts to perform MMC
<br />Scheduled Maintenance on days and at times necessary to minimize any interruption of Customer's Services. All
<br />maintenance activity shall be scheduled no less than ten (10) days in advance with notice to Customer. MMC shall
<br />not be liable for any damages or costs incurred by Customer due to MMC Scheduled Maintenance. As required in
<br />response to an emergency, including but not limited to System damage, viruses, worms, electrical problems, or third
<br />party malicious activity (collectively "Emergencies "), Customer's access to the Software may be interrupted.
<br />Interruptions in response to Emergencies shall not be a breach of this Agreement and shall be governed by the Service
<br />Level Agreement attached hereto as Exhibit A.
<br />3. LICENSE RIGHTS; OWNERSHIP OF INTELLECTUAL PROPERTY; CONFIDENTIAL
<br />INFORMATION
<br />License Rights. hi providing the Services to Customer, Customer shall be granted a non - exclusive, non-
<br />transferable, non - sublicensable right to access the Software as set forth in each applicable Addendum attached hereto
<br />and incorporated herein. This license grant to Customer shall be for the exclusive use with the Services and shall not
<br />be for any other purpose. At no time shall Customer have the right to have installed on Customer's Systems any of
<br />the software, in either object code or source code form, nor shall Customer permit any of Customer's employees,
<br />agents, officers, directors, contractors, or any other party directly or indirectly under the direction and control of
<br />Customer, or at any time having access to Customer's Systems, to access, use, view, download, copy, recreate, or
<br />otherwise obtain copies of the Software, except those employees of Customer for which Customer has purchase an
<br />appropriate license therefore. Customer shall not rent, lease, rime - share, or otherwise permit any third party access to
<br />the Software. At any time that Customer discontinues the Services with MMC, this license shall automatically
<br />terminate and Customer shall cease any and all use of the Services and cease all access to the Software. All right,
<br />title and interest in and to the Services and the MMC software and any and all modifications, derivative works or
<br />innovations of the Services or the Software, including all Intellectual Property Rights embodied therein, shall be
<br />retained in full and owned by MMC. "Intellectual Property Rights" for the purposes of this Agreement shall mean
<br />patents, copyrights, trademarks, service marks and trade names, whether registered or not, trade secrets, know -how
<br />and any and all other recognized industrial and intellectual property rights.
<br />MMC Services Agreement Page 19
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