25F - AGMT FOR PD BACKGROUND SOFTWARE

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MILLER MENDEL, INC. 1.10 "Intellectual Property Rights" means all intellectual property rights throughout the world, whether existing under intellectual property, unfair competition or trade secret laws, or under statute or at common law or equity, including but not limited to: (i) copyrights, trade secrets, trademarks, trade names, patents, inventions, designs, logos and trade dress, "moral rights," mask works, rights of personality, publicity or privacy, and any other intellectual property and proprietary rights; and (ii) any registration, application or right to apply for any of the rights referred to in this clause; and (iii) any and all renewals, extensions and restorations thereof, now or hereafter in force and effect. 1.11 "Initial Contract Term" means the period of time commencing on the Setup Date and expiring after the number of License Terms described as the "Contract Tenn" stated in Exhibit A. For example, if Exhibit A specifies a contract tern of three (3) years, then the Initial Contract Tenn would expire on the third anniversary of the Setup Date (which would also be the same day that the third (aro) License Term expires). 1.12 "License Ternt" means the agreed period during which this Agreement is in effect determined as follows. The Initial Contract Term shall commence on the Setup Date and expire on the third anniversary thereof. Each successive renewal period thereafter shall be referred to herein as a "Renewal Term". The Initial Contract Term and/or any Renewal Terms shall define a "License Term". 1.13 "Primary Administrative User" means an Authorized User of Client's choosing who is authorized to grant initial eSOPH System login and password credentials to another Authorized User to access and rise the eSOPH System and either (a) has completed an initial training session provided by MMI on or around the Setup Date or (b) is a successor designated by Client and qualifies in accordance with Section 2.6. 1.14 "Renewal Term" has the meaning given to it in Section 4.2. 1.15 "Security Incident" means an Im urthorized third party gaining access to Client Data in MMI's storage, possession, or care if it was accessed in unencrypted readable form and either (a) it creates a substantial risk of harm to Client or any individual(s) or (b) applicable law requires notification to individuals' whose personal information was accessed. 1..16 "Services" means, collectively, the provision of the eSOPH System in accordance with the SLA, related professional services, and any other services to be provided by MMI to Client pursuant to this Agreement. 1.17 "Service Level Agreement" or "SLA" means the service level obligations of MMI, and any requirements of Client, related to the access, use, operation, availability and maintenance of the eSOPH System, as set forth in the attached Exhibit B. 1.18 "Setup Date" means the day of activation and setup of Client's access to the eSOPH System, which will occur on the first day of training unless otherwise provided in Exhibit A. 1.19 "Software" means the eSOPH System, related proprietary software owned by MMI, and any third -party software required to operate the eSOPH System, all in machine readable, object code form, together with all enhancements, modifications, corrections and amendments thereto, 2. eSOPH SYSTEM LICENSE 2.1 License Grant. MMI hereby grants to Client a revocable, limited license to access and use the eSOPH System commencing on the Setup Date and for the remainder of the Term in accordance with the terns and conditions of this Agreement. MMI will provide the eSOPH System to Client in accordance with the Service Level Agreement attached hereto as Exhibit B, as may be updated from time to time by MMI. 2.2 Authorized User Designation. Client shall designate all current Primary Achninistrative Users of the eSOPH System on the attached Exhibit A. A current Primary Administrative User way grant access to additional Authorized Users. Client shall ensure its Authorized Users' compliance with the terms of this MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 2 of 20 Version: April 12, 2017 25F-4