MICRO FOCUS END USER LICENSE AGREEMENT


IMPORTANT: LICENSOR PROVIDES LICENSED SOFTWARE TO LICENSEE (HEREINAFTER
"CUSTOMER") UNDER THIS END USER LICENSE AGREEMENT (THE "AGREEMENT"). THIS
AGREEMENT GOVERNS CUSTOMER'S INSTALLATION AND USE OF THE VERSION OF THE
LICENSED SOFTWARE IDENTIFIED IN THE APPLICABLE PRODUCT ORDER, OR IF NOT
ACQUIRED VIA A PRODUCT ORDER, CUSTOMER'S DOWNLOAD AND INSTALLATION OR USE OF
THE LICENSED SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. PLEASE READ
THIS AGREEMENT CAREFULLY, AS IT CONTAINS RESTRICTIONS ON CUSTOMER USE OF THE
SOFTWARE. THIS AGREEMENT SUPERSEDES AND CONTROLS OVER ANY OTHER TERMS PROVIDED
TO CUSTOMER REGARDING CUSTOMER'S USE OF THE LICENSED SOFTWARE, WHETHER WRITTEN
OR ORAL, UNLESS A DIFFERENT WRITTEN AGREEMENT IS EXPRESSLY REFERENCED IN A
PRODUCT ORDER OR EXECUTED BY LICENSOR AND CUSTOMER THAT SUPPLEMENTS OR
SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT. ENTERING INTO THIS AGREEMENT DOES
NOT CONSTITUTE A SALES TRANSACTION.


1. DEFINITIONS. Capitalized terms in this Agreement are defined as follows:

"Additional License Authorization" or "ALA" means the additional specific
software license terms that govern the use of a given software product,
including (but not limited to) the provisions of the Non- Production Licensing
Guide. The ALA(s) for Licensed Software are found at
https://www.opentext.com/about/legal/software-licensing by product name, or can
be provided by Micro Focus at Customer's request.

"Customer" or "Licensee" means the legal entity or individual that is
identified in the applicable Product Order or who has rightfully received a
license to the Licensed Product.

"Documentation" means the user documentation Micro Focus makes available for
Licensed Software. "Licensed Product" means Licensed Software and
Documentation.
"Licensed Software" means the executable version of the software listed in the
Product Order or otherwise provided to or rightfully acquired by Customer. This
Agreement will govern the use of any update to the Licensed Software that
Customer receives pursuant to the support and maintenance terms as described in
Section 7 (Support and Maintenance) below, unless such update contains, comes
with, or is otherwise specifically governed by a different end user license
agreement.

"Micro Focus" or "Licensor" means the applicable Micro Focus entity and its
affiliates having intellectual property rights in Licensed Product.

"Open Source Software" means software or other material embedded in or made
available with a Licensed Product where such software or other material is made
available under an "open source license" as this term is commonly understood by
members of the open source community, including, but not limited to, those
licenses meeting all the criteria prescribed in the Open Source Definition
provided by the Open Source Initiative (https://opensource.org/osd).

"Product Order" means a purchase order or purchase order alternative agreed to
by the parties for the sale of a license(s) of one or more specific items of
Licensed Software to Customer.

"Third Party Component" means any third party run time or other elements
embedded in Licensed Software other than Open Source Software.

"Third Party Software" means additional or accompanying third party software
(other than Open Source Software or Third Party Components) that is specified
in the Documentation or in a file accompanying Licensed Software.

"Warranty Period" means the 90-day period starting from the date Licensed
Software is delivered to Customer.

2. PRODUCT ORDERS. The licensing of software products takes place under Product
Orders which (unless stated otherwise in the Product Order) incorporate the
terms of this Agreement. Any terms that conflict or are in addition to the
terms of this Agreement or any applicable ALA ("Inconsistent Terms") in a
purchase order or other document issued by Customer are rejected by Micro Focus
and have no force and effect. If there is any Inconsistent Term(s) in a Product
Order, such Inconsistent Term(s) shall not apply except where such Inconsistent
Term(s) is contained in a Micro Focus quote or a Product Order that is signed
by both parties.

3. LICENSING.
a. License. Except as specifically permitted in the applicable ALA, or as
described in Section 3b (Evaluation Licenses), Micro Focus and its affiliates,
respectively deliver and license to Customer the Licensed Products under a non-
transferable, non-sublicensable, non-exclusive license to use Licensed Software
and its Documentation as set out in this Agreement and/or the applicable ALA
and solely for Customer's internal business operations and not for further
distribution or commercialization.

b. Evaluation Licenses. Except as specifically permitted in the applicable ALA,
when Micro Focus and its affiliates, respectively deliver and license the
Licensed Products solely for evaluation, Customer receives a non-transferable,
non-sublicensable, non-exclusive license to use Licensed Products for internal
evaluation and testing purposes only, and not for any development, production,
distribution or commercial purpose ("Evaluation License"). The term of an
Evaluation License will be 30 days starting from the date Licensed Product is
delivered (i.e., made available for download or physically delivered) to
Customer ("Evaluation Term"), unless Micro Focus authorizes a different period
in writing. The Licensed Product is provided "as is" and there are no
warranties or obligations for Micro Focus to provide support. The Evaluation
License terminates at the end of the Evaluation Term, and Customer is required
to return, or, if Micro Focus so directs, delete and destroy, all copies of
such Licensed Product and provide Micro Focus with written confirmation of its
compliance with this provision within 30 days of the end of the Evaluation
Term. The Evaluation License for any pre-release or beta versions of Licensed
Software ("Pre-Release Software") shall be for a term of 90 days unless Micro
Focus authorizes a different period in writing. Customer agrees to promptly
report to Micro Focus all problems (including errors, failures, nonconforming
results, and unexpected performances) and any comments regarding the Pre-
Release Software and to timely respond to all questionnaires submitted by Micro
Focus regarding the results of Customer's testing of the Pre-Release Software.
Micro Focus may choose not to release a final version of the Pre-Release
Software or, even if released, to alter prices, features, specifications,
capabilities, functions, release dates, general availability, or other
characteristics of the Pre-Release Software.

4. USE RESTRICTIONS.
a. Except as specifically permitted in the applicable ALA or Documentation,
Customer will not, directly or indirectly:

i. Use Licensed Software for time-sharing, outsourcing, hosting, service bureau
or like use, or permit access by, or use for the benefit of, any third party;

ii. Modify or create derivative works of Licensed Software;

iii. Reverse engineer, decrypt, disassemble or otherwise attempt to discover
the source code of Licensed Software, except to the extent permitted by
applicable law;

iv. Unbundle component parts of Licensed Software for separate use, where
Licensed Software with multiple components is provided to Customer as a single
product;

v. Publish or disclose to third parties any evaluation or benchmarking of
Licensed Software; or

vi. Alter, destroy, or remove any proprietary notices or labels on or embedded
in Licensed Software.

b. Customer may make a reasonable number of archival copies of Licensed
Software and Documentation, and will reproduce all copyright and other
proprietary rights notices appearing in or on Licensed Products, including
notices of all third party suppliers, on all permitted copies.

5. TERM. This Agreement and the license term for the Licensed Software granted
herein is perpetual, unless a subscription/term license has been purchased by
Customer (in which case the license term shall be set forth in the Product
Order or ALA), and is subject to earlier termination as provided in Section 6
(Termination). If Customer has purchased a subscription/term license, such
license shall automatically terminate upon expiry of such subscription/term,
unless earlier terminated under Section 6.
6. TERMINATION. Except as set forth herein, either party may terminate this
Agreement, and/or any license granted, on written notice if the other party
materially breaches the terms of this Agreement, or any applicable ALA or
Product Order and does not cure the breach within 30 days of the date such
party is notified of such breach. Micro Focus may terminate this Agreement,
along with any or all licenses then in effect with Customer, immediately by
giving Customer written notice of termination in the event that (i) Customer
becomes insolvent, has a receiver appointed, or files for or has filed against
it, liquidation, bankruptcy or analogous proceedings; or (ii) Customer
infringes or misappropriates the intellectual property rights of Micro Focus.
Termination shall be without prejudice to any other rights or remedies a party
may have. In the event of any termination, Customer's license(s) to install,
access or use the Licensed Software will immediately terminate, and Customer
shall destroy and erase all copies of such Licensed Software in its possession
or control and provide written certification to Micro Focus that it has
complied with this provision. Early termination of this Agreement or any
Product Order will not entitle Customer to any credit or refund or
reimbursement of any previously paid fees.

7. SUPPORT AND MAINTENANCE. Customer is not entitled to any updates to Licensed
Software, unless Customer purchases (or may receive under a subscription/term
license) maintenance and support services pursuant to Micro Focus' then current
applicable standard maintenance and support terms (which are found at
https://www.opentext.com/agreements or can be provided by Micro Focus at
Customer's request).

8. HARDWARE. In the event that Micro Focus provides Licensed Software embedded
in an appliance, or provides hardware to Customer for use in conjunction with
Licensed Software, additional hardware terms and conditions will apply. In all
other instances, Customer will obtain and install any necessary hardware for
proper installation and implementation of Licensed Software.
9. PROFESSIONAL SERVICES. If Customer has Micro Focus or a Micro Focus
affiliate perform any services with respect to Licensed Software (e.g.,
installation, implementation, maintenance, consulting or training), Micro Focus
or its affiliate will provide those services at its then current standard terms
and conditions and rates unless otherwise agreed in writing by the parties.
Customer may agree to enter into a professional services engagement with Micro
Focus or its affiliate through a separate agreement or statement of work.
10. SOFTWARE-AS-A-SERVICE. If Customer purchases access to an online software
solution that Micro Focus makes available for use through a network connection
("SaaS"), then additional terms and conditions will apply governing Customer's
access to and use of SaaS.

11. LIMITED WARRANTY. Micro Focus warrants for the Warranty Period that the
Licensed Software substantially conforms in all material respects to the
Documentation, and any media on which Micro Focus provides Licensed Software is
free from defects in materials and workmanship under normal use.

Customer's sole and exclusive remedy for breach of such warranty is (i) repair
or replacement of the applicable Licensed Software or media free of charge so
that it substantially conforms to Documentation or (ii) if Micro Focus
reasonably determines such remedy is not economically or technically feasible,
a refund of the license fee and any maintenance fee paid for the Licensed
Software for the current year. The license to use such Licensed Software will
immediately terminate when Customer receives the refund.

The warranties in Section 11 (Limited Warranty) do not apply if the defects in
Licensed Software or media result from: (i) failure to use Licensed Software in
accordance with Documentation, this Agreement or the applicable ALA; (ii)
malfunction of Customer's equipment or network; (iii) accident, neglect, or
abuse; (iv) service by any unauthorized person; (v) other software used by
Customer not provided by Micro Focus, or for which Licensed Software is not
designed or licensed for such use; or (vi) any other cause occurring

after initial delivery of Licensed Software or media to Customer, unless
directly caused by Micro Focus. For purposes of this Agreement, Licensed
Software is deemed delivered when it is first made available for download by,
or physically delivered to, Customer.

Micro Focus has no responsibility for any claims made outside the Warranty
Period.

The warranties in Section 11 (Limited Warranty) also apply to Third Party
Components, but do not apply to (i) any free-of-charge Licensed Software or
updates provided following the Warranty Period; or (ii) third party software
that is not a Third Party Component.

12. DISCLAIMER OF WARRANTY. Except for the limited warranties in Section 11
(Limited Warranty), Licensed Products are provided "as is" without warranty of
any kind. To the extent permitted by law, all implied or statutory terms,
conditions, representations, and warranties (including without limitation all
terms, conditions, representations and warranties regarding merchantability,
quality or fitness for a particular purpose, title or non-infringement, or that
may arise out of course of dealing, usage or trade practice) are expressly
disclaimed and excluded to the extent allowed by applicable law. The limited
warranties in this Agreement are provided on the basis that Customer is
procuring Licensed Products for the purposes of a business and not for
household or consumer use. Micro Focus does not warrant that operation of
Licensed Software will be uninterrupted or error-free. Customer has sole
responsibility to select Licensed Software that works with other software,
applications or systems to achieve intended results.

13. LIMITATION OF LIABILITY.
a. Liability Cap. In no event will any liability of one party to the other
party arising out of or in connection with this Agreement exceed the greater of
(i) $250,000 or (ii) the total fees paid by Customer for the affected Licensed
Software in the relevant Product Order(s) (including related maintenance and
support). Nothing in Section 13a (Liability Cap) shall limit either party's
liability for: willful misconduct or fraudulent misrepresentation; unauthorized
use of intellectual property; breach of license; breach of confidentiality,
excluding breach of duties for handling Personal Information (defined in
Section 18 Privacy); death or bodily injury caused by negligence; non-payment
of amounts owed; or any liability which may not be excluded or limited by
applicable law.

b. Mutual Disclaimer of Consequential Damages. In no event will either party be
liable for any indirect, special, incidental, consequential, punitive or
similar damages; loss of profits, business, data or programs (including, but
not limited to, the cost of recovery or replacement of such data or programs);
loss, damage or any costs due to interruption, delay or inability to use
Licensed Software, whether arising out of or in connection with this Agreement,
even if informed of the possibility of such damages in advance.

c. Scope. The limitations and disclaimers in Section 13a (Liability Cap) and
Section 13b (Mutual Disclaimer of Consequential Damages) apply to all causes of
action, including but not limited to, breach of contract, breach of warranty,
negligence, strict liability, misrepresentation and other torts.

d. Exclusive Remedy. The remedies in this Agreement are the parties' exclusive
remedies and the limitations of Section 13a (Liability Cap) and 13b (Mutual
Disclaimer of Consequential Damages) apply even if these remedies fail of their
essential purpose. Customer may have other rights, including consumer rights,
under the laws of the state or country where it is located.

e. Free-of-Charge Software. If Micro Focus provides Customer with any Licensed
Software free-of- charge or under an Evaluation License, to the extent
permitted by law, Micro Focus and its affiliates will not be responsible for
any loss or damage to Customer, its customers, or any third parties caused by
that Licensed Software which is free-of-charge.

14. OWNERSHIP. Micro Focus International plc and its affiliates and their
suppliers own all intellectual property rights in Licensed Products, and
authorize Micro Focus to distribute Licensed Products under this Agreement.
Customer's only rights in Licensed Products are the express licenses referenced
in this Agreement or the applicable ALA.

15. OPEN SOURCE SOFTWARE AND THIRD PARTY SOFTWARE. Open Source Software and
Third Party Software are governed by the terms of their respective licenses and
not the terms of this Agreement, notwithstanding anything to the contrary in
any applicable ALA. Information about the Open Source Software may be found in
a file accompanying the Licensed Software or in the Documentation or ALA.

16. LICENSE FEES AND PAYMENT TERMS. Customer will pay the license fees set
forth in the applicable Product Order for Licensed Software within 30 days of
the date of invoice. Software license fees are non- refundable, except as
provided in Section 11 (Limited Warranty) above, and will be paid without
deduction or tax withholding. Software License fees are exclusive of any
transportation charges, sales, use, value added, and other applicable taxes and
duties, and all such amounts will be paid or reimbursed by Customer. Customer
will be liable for all outstanding past due amounts, which will accrue interest
(at the rate of 1.5% per month compounded or the maximum rate permitted by law
if lower) and any collection costs for recovery of past due amounts.

17. LICENSE VERIFICATION. Micro Focus has the right to verify Customer's
compliance with licenses to the Licensed Software.

Customer agrees to keep records sufficient to show Customer's compliance,
including serial numbers; license keys; logs; records identifying machines on
which Licensed Software is installed, accessed, or from which Licensed Software
can be accessed; the number of different users accessing or authorized to
access Licensed Software (if applicable); and licensing metrics, reports, and
copies of Licensed Software. Micro Focus may require Customer to provide
information about its deployment of Licensed Software, which may be in the form
of a questionnaire. Customer will have a reasonable time to complete the
questionnaire (or other form of request) and provide it to Micro Focus with an
authorized Customer signatory certifying the accuracy of the information
furnished. Upon 10 days prior written notice, Micro Focus or its designated
representative may inspect Customer's records, systems and facilities, during
Customer's normal business hours, to verify compliance with licenses to the
Licensed Software. Customer agrees to cooperate with such verification.
Information obtained will be used solely for compliance purposes and will
otherwise be subject to the confidentiality provisions in Section 21
(Confidential Information) of this Agreement. If Customer has engaged in
unlicensed installation, use of, or access to Licensed Software or infringed or
misappropriated intellectual property rights in Licensed Software, or has
otherwise breached this Agreement or an ALA (a "Non-Compliance"), without
prejudice to Micro Focus' other rights or remedies, including, without
limitation, injunctive relief, within thirty (30) days' notice of such Non-
Compliance, Customer agrees to purchase sufficient licenses and or
subscriptions and associated support and maintenance (12 months forward and any
applicable back support and maintenance) to cure the Non-Compliance, by paying
Micro Focus' current (as of the date of such additional purchase) list license
fees and support and maintenance fees to Micro Focus, plus interest (compounded
at 1.5% monthly or the maximum rate permitted by applicable law if lower) for
such additional licenses from the commencement of the Non-Compliance until
payment of the aforementioned fees, with interest payable even if an invoice
was not issued at the time the Non-Compliance occurred. If Customer's Non-
Compliance results in an underpayment of license fees of 5% or greater,
Customer shall also reimburse Micro Focus for the reasonable cost of such audit
in addition to other amounts due.

18. PRIVACY. Customer is solely responsible for, and assumes all liability with
respect to, its own collection, processing, storage, and transfer of any user
data, including personally identifiable information, personal health and
financial information, and other forms of personal information (collectively,
"Personal Information"). Customer is solely responsible for notifying its users
of proper use of such data. Customer is solely responsible for assessing the
Licensed Product or any related product or service for compliance with any
industry requirements applicable to Customer. Each party must comply with its
respective obligations under all applicable laws, regulations, and industry
standards regarding data collection and data privacy that apply to use of
Licensed Software. Personal information or customer data that Customer provides
to Micro Focus for the purpose of receiving products or services will be
handled in accordance with the OpenText Privacy Policy
(https://www.opentext.com/about/privacy) and the privacy and data security
provisions in the applicable ALA.

19. USE OF CUSTOMER INFORMATION. To the extent permitted by law, Customer
expressly consents to the collection and use of information about Customer's
purchase, installation and use of Licensed Software and the computer systems on
which it is installed or accessed as necessary to fulfill the Product Order and
provide the Licensed Product, for security and licensing purposes and to
improve Micro Focus products and services.

20. CUSTOMER FEEDBACK. Customer agrees that, should it provide Micro Focus with
any feedback or suggestions regarding Licensed Products ("Feedback"), Micro
Focus and its affiliates will be free to use all such Feedback, including (but
not limited to) all intellectual property rights in and to such Feedback, in
their discretion and for any purpose, without obligation of any kind to
Customer.

21. CONFIDENTIAL INFORMATION. Information exchanged under or in connection with
this Agreement, including all information pertaining to Pre-Release Software,
will be treated as confidential if identified as confidential at time of
disclosure, or if the circumstances of disclosure reasonably indicate such
information should be treated as confidential. Confidential information may
only be used for the purpose of fulfilling obligations or exercising rights
under or in connection with this Agreement, and shared with employees,
affiliates, agents or contractors with a need to know such information to
support that purpose, who are contractually bound to protect its
confidentiality. Confidential information will be protected using a reasonable
degree of care to prevent unauthorized use or disclosure for three years from
date of receipt. These obligations do not cover information that (i) was known
or becomes known to the receiving party without a duty of confidentiality; (ii)
is independently developed by the receiving party; (iii) becomes publicly
available without breach of this Agreement; (iv) is disclosed with the
disclosing party's prior written consent; or (v) where disclosure is required
by law, a court or government agency. Should the receiving party be required to
reveal confidential information under subpoena, court order or other operation
of law, the receiving party will provide reasonable prior notice to the
disclosing party and request a protective order, if available.

22. INDEMNIFICATION FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. Micro Focus
will
defend and/or settle any claims against Customer that Licensed Products
furnished under this Agreement infringe the intellectual property rights of a
third party ("IP Infringement Claim"), provided: (i) Customer promptly notifies
Micro Focus in writing of the IP Infringement Claim; (ii) Micro Focus has sole
control of the defense and all related settlement negotiations; and (iii)
Customer reasonably cooperates with Micro Focus in the defense of the IP
Infringement Claim.

Micro Focus will pay all damages, costs, and expenses finally awarded (or
agreed to by settlement) for any such IP Infringement Claim. Micro Focus will
pay all reasonable out-of-pocket costs incurred by Customer for cooperation in
the defense of the IP Infringement Claim. If, however, Customer wants separate
legal representation, Customer will be responsible for the costs and fees of
its separate counsel.

Should any Licensed Products provided under this Agreement become or, in Micro
Focus' opinion, likely become, the subject of an IP Infringement Claim, Micro
Focus may replace or modify affected Licensed Product so as to make it non-
infringing and materially equivalent, or procure for Customer the right to
continue using it. If neither alternative is reasonably available, once
Customer has returned or destroyed all copies of the affected Licensed Product,
Micro Focus will refund to Customer the full amount paid for affected Licensed
Product less straight line depreciation on a five-year basis from date of
delivery.

Micro Focus is not responsible for unauthorized use of Licensed Products, and
has no obligations under Section 22 (Indemnification for Intellectual Property
Rights Infringement), to the extent infringement results from (i) compliance
with Customer's designs or instructions, (ii) a modification not authorized in
writing by an authorized Micro Focus signatory, (iii) use or combination with
software, equipment, or data not provided by Micro Focus, (iv) non-licensed
use; or (v) Third Party Software or Open Source Software.

23. MISCELLANEOUS.
a. Assignment. Micro Focus may assign this Agreement and any Product Orders to
a parent or an affiliate. Customer may not assign or transfer this Agreement
(or any Product Orders) or any of its rights or duties hereunder, including
(but not limited to) by operation of law, without Micro Focus' prior written
consent, which will not be unreasonably withheld, and payment of any applicable
assignment or transfer fee. Any transaction or series of related transactions
resulting in a change in the ownership of more than 50% of the voting equity of
Customer will be deemed an assignment for purposes of this

provision. Any attempted assignment of this Agreement (or a Product Order) not
in accordance with Section 23a (Assignment) will be null and void.

b. Governing Law and Jurisdiction. This Agreement and, subject to Section 15
(Open Source Software and Third Party Software), licenses purchased under
applicable Product Orders, as well as any claims or causes of action, whether
in contract, tort or statute, based on, arising under or relating to this
Agreement, will be governed and enforced as follows: If Customer's applicable
place of business is located in North America, all matters arising out of or
relating to this Agreement are governed by the laws of the state of Delaware,
U.S.A. If Customer is located in Brazil, France, Germany, Italy, China, Japan,
the Netherlands, New Zealand, Spain or Singapore, all matters arising out of or
relating to this Agreement are governed by the laws of the country in which
Licensee is located. If Customer is located in Australia, all matters arising
out of or relating to this Agreement are governed by the laws of the state of
New South Wales, Australia.  In the United Kingdom and the rest of the world,
the laws of England govern all matters arising out of or relating to this
Agreement. The applicable law shall apply without regard to conflicts of law
provisions, and without regard to the United Nations Convention on the
International Sale of Goods. Any suit, action, or proceeding arising out of or
relating to this Agreement shall be subject to the exclusive jurisdiction of
the courts of the country determining the applicable law, except that the
courts of the State of Delaware shall have exclusive jurisdiction in North
America, and Micro Focus will be allowed to apply for injunctive relief in any
jurisdiction. Each party agrees to be subject to the above-described
jurisdiction and waives any right it may have to object to such venue,
including objections based on personal jurisdiction or inconvenient forum. The
prevailing party in any proceeding has the right to recover costs and
reasonable attorneys' fees as awarded by the court or arbitrator.

c. Export Control. Micro Focus and Customer will comply with their respective
responsibilities as exporters and importers under laws and regulations
applicable to the export, import or other transfer of the software, services
and technology provided by Micro Focus under this Agreement, including the
export, import and sanctions laws of the United States and other applicable
jurisdictions. If Customer exports, imports, or otherwise transfers any
Licensed Products provided under or in connection with this Agreement (or any
technical data related thereto), Customer is responsible for obtaining any
required authorizations. Customer will not use Licensed Products for any
purpose prohibited by applicable export laws, including nuclear, chemical,
missile or biological weapons-related end uses. With respect to any Pre-Release
Software provided to Customer, Customer represents and warrants that (i) it is
a non-governmental entity, (ii) the Pre-Release Software will only be used for
internal testing and evaluation, and will not be rented, leased, sold,
sublicensed, assigned, or otherwise transferred, and that it will not transfer
or export any product, process, or service that is the direct product of the
Pre-Release Software, and (iii) it will only use the Pre-Release Software in
the United States or thecountries listed in Title 15, U.S. CFR Supplement No. 3
to Part 740 - License Exception ENC Favorable Treatment Countries. Customer
agrees to indemnify and hold Micro Focus harmless from and against any damages,
claims, losses, fines, settlements, attorneys' fees, legal fees and court costs
and other expenses related to any such activities or any claims in connection
with any breach of this Section.

d. Survival. Rights and obligations of the parties in Sections 4 (Use
Restrictions), 5 (Term), 6 (Termination), 12 (Disclaimer of Warranty), 13
(Limitation of Liability), 14 (Ownership), 15 (Open Source Software and Third
Party Software), 16 (License Fees and Payment Terms), 17 (License
Verification), 18 (Privacy), 19 (Use of Customer Information), 20 (Customer
Feedback), 21 (Confidential Information), 22 (Indemnification for Intellectual
Property Rights Infringement) and 23 (Miscellaneous) will survive termination
or expiration of this Agreement. Neither party will be liable for delays or
non-performance beyond its reasonable control except for payment obligations

e. Notices. All notices permitted or required under this Agreement will be in
writing, signed by the party giving notice, and delivered personally, by
courier, telecopy, first class mail, electronic mail, or similar transmission
to the other party. Notices to Micro Focus shall be addressed to: FAO: The
Chief Legal Officer, Micro Focus, 2440 Sand Hill Road, Suite 302, Menlo Park,
CA 94025. Notices to Customer shall be sent to its address listed on the
applicable Product Order, or at such other address as may be supplied in
writing. The date of personal delivery or the date of mailing will be the date
of notice.

f. Resellers. Micro Focus' obligations with respect to products or services
supplied by Micro Focus and procured by Customer from an authorized Micro Focus
reseller are limited to the terms and conditions

in this Agreement and the Documentation included with the Micro Focus supplied
products and services. With purchases from a reseller, the applicable pricing
and payment terms are as set out in the separate agreement between Customer and
the reseller, and any terms in this Agreement related to Micro Focus pricing
and payments shall not apply. Micro Focus is not responsible for the acts or
omissions of the reseller, or for any other products or services that it
supplies to Customer.

g. Entire Agreement. This Agreement and the applicable Product Order(s) and
ALA(s) represent the entire understanding of the parties with respect to the
subject matter of this Agreement and supersede any previous communications or
agreements that may exist regarding the same subject matter.

h. Order of Precedence. Subject to Section 2 (Product Orders), any conflicting
terms and conditions will be resolved according to the following order of
precedence: the applicable Product Order, the applicable ALA, and this
Agreement.

i. Amendment. No modification of this Agreement will be binding on the parties
unless in writing signed by authorized representatives of Micro Focus and
Customer.

j. Waiver. No waiver of any right under or in connection with this Agreement
will be effective unless in writing, signed by authorized representatives of
both parties. No waiver of any past or present right arising from any breach or
failure to perform will be deemed to be a waiver of any future right arising
under or in connection with this Agreement.

k. Severability. If any provision in this Agreement or the applicable ALA(s) or
Product Order(s) is held invalid or unenforceable, that provision will be
construed, limited, modified or, if necessary, severed, to the extent
necessary, to eliminate its invalidity or unenforceability, and the other
provisions will remain unaffected.



