ENDGAME RESELLER AGREEMENT

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1 ENDGAME RESELLER AGREEMENT THIS RESELLER AGREEMENT ( Agreement ) is entered into between Endgame, Inc. ( Endgame ), and the resale provider ( Reseller ) identified on the Reseller Agreement Cover Page (the Cover Page ), which incorporates this Agreement by reference. This Agreement is effective as of the date that the Cover Page is executed by both parties (the Effective Date ). RECITALS WHEREAS, Endgame has developed the software identified on the Cover Page hereto, as such Cover Page may be amended from time to time (the Endgame Software ); WHEREAS, Reseller sells information security and other technology software, products and services to its customers (each, a Customer ) and desires to resell the Endgame Software as part of such activities; and WHEREAS, Endgame wishes to grant Reseller a license to demonstrate and resell the Endgame Software within the territory identified on the Cover Page (the Territory ). AGREEMENT 1. Non-Exclusive Appointment and Acceptance. 1.1 Appointment. Subject to Reseller s compliance with the terms and conditions of this Agreement, Endgame hereby: (i) appoints Reseller as Endgame s non-exclusive reseller in the Territory; and (ii) authorizes Reseller to describe itself in promotional, advertising, and marketing materials relating to the Endgame Software as an "authorized Reseller" of Endgame Software. 1.2 Acceptance. Reseller hereby accepts Endgame s appointment pursuant to Section 1.1 and agrees, as an ongoing condition to such appointment, to perform all of Reseller s obligations hereunder. Reseller acknowledges that this appointment is non-exclusive, and nothing herein precludes Endgame from appointing others to market and resell the Endgame Software within the Territory or from marketing and selling the Endgame Software itself within the Territory. Nothing contained in this Agreement creates any franchise, dealership, agency or business opportunity relationship between the parties. 2. License Grants. 2.1 Software License. Subject to Reseller s compliance with the terms and conditions of this Agreement and solely in connection with Reseller s operations as a reseller pursuant to Section 1, Endgame hereby grants Reseller a limited, non-exclusive, non-transferable and non-sublicensable license in the Territory as follows: (i) Marketing / Demonstration License: At no cost, use a demonstration version of the Endgame Software for demonstration or marketing purposes in a test environment on its own hardware or (subject to Endgame s prior written consent) on Endgame s hardware solely to market and display the benefits of the Endgame Software to prospective Customers. (ii) Proof of Concept / Trial License: At no cost and following the execution of an Order Form for such use, use the Endgame Software for evaluation or proof of concept purposes in a test environment on Customer s or Reseller s hardware for a maximum per-customer duration of 15 days or such other duration specified by Endgame at its sole discretion (a Trial Period ). A Customer is only entitled to a Trial Period if it has not previously evaluated or purchased the Endgame Software. (iii) Production License: Following the execution of an Order Form for such use and in consideration for the license fees specified in such Order Form, sell and distribute the Endgame Software to Customers for use in a production environment. 2.2 Brand License. (i) Subject to Reseller s compliance with the terms and conditions of this Agreement and solely in connection with Reseller s operations as a reseller pursuant to Section 1, Endgame hereby grants Reseller a limited, non-exclusive, non-transferable and non-sublicensable license in the Territory to use Endgame s trademarks, trade names, logos, domain names or other indicator of affiliation or sponsorship (the Endgame Marks ). Endgame may update the Endgame Marks from time to time at its sole discretion. All uses of the Endgame Marks, and all goodwill associated therewith, shall inure solely to the benefit of Endgame. (ii) Reseller shall not use any Endgame Marks (a) in or in connection with the advertising, promotion, marketing or distribution of any goods, services or technologies other than the Endgame Software; (b) in any way that may cause confusion, mistake or deception; or (c) in any way that may dilute, tarnish or otherwise diminish the Endgame Marks' distinctiveness, or jeopardize the reputation of or goodwill associated with the Endgame Marks, Endgame Software or Endgame or the validity or Endgame s ownership of the Endgame Marks or the registrations therein. Further, Reseller shall not challenge, or cause, induce, authorize, or assist any person to challenge, the validity of the Endgame Marks or Endgame's ownership, use or registration of or rights in any of the foregoing. 3. Proprietary Rights. 3.1 Software and Documentation. As between the parties, Endgame owns all right, title and interest, including all intellectual property rights, in and to the Endgame Software and the Documentation. Endgame further owns the aggregated and statistical data that it may derive from the operation of the Endgame Software, including, without limitation, information related to the performance, operation and use of the Endgame Software (the Aggregated Data ), provided that Endgame s use of Aggregated Data shall not reveal the identity of Reseller or a Customer. 3.2 Data. Endgame may access data and information that Reseller or Customers provide using the Endgame Software in order to perform this Agreement, including, without limitation, providing support, performing account administration, generating invoices with respect to Reseller s and Customers use of the Endgame Software, and evaluating and improving the Endgame Software. Reseller and its Customers, as applicable, are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of the information and data that it provides to the Endgame Software or otherwise in connection with this Agreement. Endgame assumes no responsibility, and will have no liability, for the deletion, correction, destruction, loss or infringement of any such data. 3.3 Open Source. Open source software (if any) is licensed pursuant to the terms of the applicable open source licenses, not this Agreement. 3.4 Feedback. Reseller shall use its reasonable efforts to inform Endgame of all material problems encountered using the Endgame Software and ideas for improvements ( Feedback ). 3.5 No Implied Rights. All rights not expressly granted to Reseller by Endgame are reserved by Endgame. There are no implied rights. 4. Opportunity Registration; Order Forms, Compensation. 4.1 Opportunity Registration. Reseller shall submit all bona fide opportunities through the Endgame opportunity registration process as early in the sales process as is reasonably practicable,. In order to submit an opportunity for registration, Reseller shall provide Endgame with the information set forth on Exhibit A via to Endgame s Director of Channels or via the Endgame Reseller / Channel Portal. The requirements in Exhibit A may be updated, at Endgame s discretion, from time to time by notice to Reseller or by modification of the criteria in the Endgame Reseller / Channel Portal. Endgame is under no obligation to accept any proposed opportunity, and Endgame may reject a proposed opportunity for any reason including, without limitation, due to a channel or business conflict or a preexisting or independently pursued relationship. If accepted by Endgame in writing, then the proposed opportunity will become a registered opportunity (a Registered Opportunity ). Reseller may only pursue Registered Opportunities, Order Forms can only be created for Registered Opportunities, and only Registered Opportunities are eligible for the discounts set forth on the Cover Page. 4.2 Order Forms. Reseller shall place orders for the Endgame Software and any other Endgame products or services directly with Endgame. In order to place an order, Reseller and Endgame shall execute an ordering document (each, an Order Form ) in the form attached hereto as Exhibit B. All orders are subject to acceptance by Endgame in its sole discretion and Endgame is not obligated to accept or countersign any Order Forms. Endgame will promptly notify Reseller in writing of its acceptance or rejection of an order. Orders not accepted by Endgame within ten days of receipt are deemed accepted. Each order placed by Reseller shall be in writing, and

2 shall specify (i) the identity and location of the Customer, (ii) the type and quantity of software, products and services ordered, and (iii) the requested shipment date(s) and delivery method and location for the Endgame Software and associated product keys (if applicable). Each Order Form will be subject to the terms and conditions of this Agreement, and any additional, inconsistent or conflicting provisions of Reseller s order or other documents or business forms will not apply, notwithstanding Endgame s acknowledgment or acceptance of such order. 4.3 Endpoints; Price List. The Endgame Software is licensed based on the number of endpoints (each, an Endpoint ) as specified in Endgame s price list (the Price List ), the current version of which has been provided to Reseller. Any discounts available to Reseller shall be applied to the prices set forth on the Price List that is in effect as of the effective date of the applicable Order Form. Endgame may change the Price List from time to time at its own discretion, and shall promptly provide Reseller with the updated Price List. Any changes set out in an updated Price List will become effective 30 days from the date of notice; however such revised fees shall not affect the prices for Endgame Software licensed pursuant to an Order Form executed prior to the effective date. All fees payable hereunder are in U.S. Dollars. 4.4 Fees. As consideration for the licenses and other rights granted herein by Endgame to Reseller, Reseller shall pay Endgame the fees as identified in each Order Form. All fees payable hereunder are in U.S. Dollars. Reseller shall pay all fees payable pursuant to this Agreement within 30 days following the invoice date. 4.5 Taxes. All fees payable hereunder are exclusive of any sales, use, value-added, or other federal, state or local taxes (excluding taxes based on Endgame s net income). Such taxes shall be borne by Reseller and Reseller agrees: (i) to pay such taxes within 30 days after receipt of Endgame s invoice, or (ii) at no expense to Endgame, to take such action and provide such evidence as may be necessary to establish to the satisfaction of the relevant taxing authorities that such taxes are not owed. Reseller shall reimburse Endgame for any such taxes, if paid by Endgame, together with applicable interest and penalties if not paid to Endgame promptly following receipt of Endgame s invoice. 4.6 Late Payments. Any amounts payable by Reseller to Endgame under this Agreement which remain unpaid after the due date will be subject to a late payment charge equal to the lesser of one and one-half percent (1.5%) of the amount due per month or the maximum charge permitted by law, from the due date until such amount is paid. 4.7 Record Keeping; Audit Right. Reseller shall keep records relating to its license and use of the Endgame Software, including a list of all Customers and prospective Customers to whom Reseller has demonstrated or deployed the Endgame Software and the manner and scale of such deployment. Reseller shall further require that its Customers maintain similar records associated with its use the Endgame Software. Endgame may, in its sole discretion, inspect and audit Reseller s and Customers use of the Endgame Software at any time during the term of this Agreement and for one year thereafter. Upon written notice and during regular office hours, Reseller shall make available such equipment, information and personnel reasonably required by Endgame to perform such audit. 4.8 Shipment. Subject to compliance with Section 4.2, Endgame shall distribute the Endgame Software and product key (if applicable) to either to Reseller or directly to the applicable Customer, as indicated in the Order Form or as otherwise reasonably specified by Reseller. Such distribution may occur via physical or electronic transmission, at Endgame s discretion. If sent to Reseller, Reseller shall promptly provide the Endgame Software and product key (if applicable) to the applicable Customer. 4.9 End User License Agreement. Prior to any Customer being provided access to the Endgame Software (other than for demonstration purposes pursuant to Section 2.1(i)), Reseller shall ensure that each Customer be bound to the then-current End User License Agreement with Endgame ( EULA ) that is valid and enforceable during the entirety of the term of the Order Form applicable to such Customer. The EULA in effect as of the Effective Date is set forth on Exhibit C hereto. Reseller shall comply with this Section 4.8 by either (i) including a provision in its agreement with Customer expressly requiring that Customer agree to be bound to the EULA or (ii) providing the EULA directly to Customer for execution. Any negotiation of the EULA shall be managed directly by Endgame and any changes to the EULA must be approved in writing by Endgame. If Reseller has reason to believe that a Customer has breached the terms of the EULA, Reseller shall promptly notify Endgame of such Customer s conduct. 5. Installation, Training and Maintenance. 5.1 Installation. Except as expressly permitted in Section 2.1, the Endgame Software shall only be installed on Customer s hardware at Customer s operations center identified in the applicable Order Form. Unless expressly stated in an Order Form, the cost of such hardware and of shipping and installing the Endgame Software is not included in the license fees and shall not be borne by Endgame. 5.2 Services. Endgame shall provide installation services or train Reseller personnel only as expressly indicated in an Order Form, and fees for any such services shall be agreed therein. 5.3 Maintenance and Updates. Endgame has no obligation to service or maintain the Endgame Software following installation, except to the extent required pursuant to the warranty set forth in Section 7 or as expressly set forth in an Order Form. Any updates, new builds or error corrections provided hereunder is to be considered Endgame Software and licensed to Reseller subject to the terms of this Agreement. 6. Reseller Obligations 6.1 Affirmative Obligations. Reseller shall, in accordance with the terms and conditions of this Agreement: (i) If any minimum distribution and/or license fee targets are specified on the Cover Page, meet such targets within the times and on the terms specified therein; (ii) Before publicly disseminating or using any advertising, promotional or marketing materials for any Endgame Software, supply a representative sample of such materials to Endgame s review and reasonable approval; (iii) Conduct business in accordance with applicable law and in a manner that is consistent with good business practice and reflects favorably at all times on the Endgame Software and the goodwill and reputation of Endgame; (iv) Promptly give Endgame notice of any notice, complaint or claim of which Reseller becomes aware concerning any violation of law, data security breach, personal injury, property damage or other injury alleged to have been caused, in whole or in part, by the Endgame Software or otherwise in connection with this Agreement; and 6.2 Prohibitions. Reseller shall not, directly or indirectly: (i) Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Endgame Software; (ii) Modify, translate, or create derivative works based on any element of the Endgame Software or any related documentation; (iii) Rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Endgame Software or permit any third party to access the Endgame Software, in each case except to a Customer or prospective Customer as described herein; (iv) Use the Endgame Software for any purpose other than as expressly permitted by the license grant set forth in herein and in the Order Form, or for the benefit of any person or entity other than for the benefit of Reseller and Customer; (v) Remove any proprietary notices from Endgame materials furnished or made available to Reseller or otherwise alter or delete copyright, trademark or other proprietary rights notices of Endgame; (vi) Publish or disclose to third parties any evaluation of the Endgame Software without Endgame s prior written consent; (vii) Incorporate any open source programs in, or in connection with, the Endgame Software without Endgame s consent; (viii) Copy, frame or mirror any part of the Endgame Software, other than copying or framing on Reseller s own intranets or otherwise as reasonably required for Reseller s own internal business purposes; (ix) Access the Endgame Software in order to build a competitive product or service, or copy any features, functions or graphics of the Endgame Software; (x) Use the Endgame Software to store or transmit malicious code;

3 (xi) Interfere with or disrupt the integrity or performance of the Endgame Software or any data contained therein; (xii) Attempt to gain unauthorized access to the Endgame Software or its related data, systems or networks; or (xiii) Make any representations, warranties, guarantees, indemnities, claims or other commitments on Endgame s behalf or concerning or relating to any Endgame Software that are in addition to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, claims or other commitments in this Agreement or the EULA. 7. Warranty. 7.1 Warranty to Reseller. Endgame warrants that for a period of 90 days following the Effective Date (the Warranty Period ), the Endgame Software will conform in all material respects to this Agreement and the applicable user manuals and guides supplied by Endgame with the Endgame Software (as may be updated from time to time by Endgame) ( Documentation ). This warranty: (i) applies to the Reseller and its Customers only and may be acted upon only by the Reseller; (ii) does not apply in the event of any alteration of the Endgame Software or any use of the Endgame Software other than as permitted hereby or in accordance with the installation, operation and other instructions in the Documentation; and (iii) does not apply any information or data originating from third parties and enabled through the Endgame Software. If the Endgame Software does not perform as warrantied in this Section 7, then Endgame will, in its sole discretion, use reasonable efforts consistent with industry standards to remedy such defect or require Reseller to return such Endgame Software and refund to Reseller any amounts paid by Reseller for the returned Endgame Software under this Agreement, provided that Reseller notifies Endgame in writing of such defect before the expiration of the Warranty Period. The foregoing shall be Endgame's sole obligation and Reseller s sole remedy for any breach of the warranty set forth in this Section Warranty to Customers. Reseller acknowledges that Endgame provides a warranty directly to Customers for the Endgame Software pursuant to a EULA, and that Endgame provides no warranty to Reseller under this Agreement other than as described in Section 7.1. If the Endgame Software qualifies under the warranty provisions of the applicable EULA for warranty service, and if the Customer returns the Endgame Software directly to Reseller, Reseller shall promptly notify Endgame and forward the applicable Endgame Software to Endgame for warranty service. 7.3 Disclaimer. Except as expressly stated in Sections 7.1 and 7.2, the Endgame Software and any services provided in connection with this Agreement are provided to Reseller on an as is and with all faults basis. ENDGAME HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE. Endgame does not warrant that (a) the Endgame Software and any services provided by Endgame shall meet Reseller s needs or requirements, (b) access to or the operation of the Endgame Software will be uninterrupted or error-free, (c) the Endgame Software will be always available or available at any particular time, (d) defects in the Endgame Software will be corrected, (e) all malware will be identified or (f) erroneous reports will not be provided. Endgame assumes no responsibility, and will not be liable, for any action or inaction taken in reliance on the use of the Endgame Software. 8. Limitation of Liability. 8.1 Limitation of Liability. IN NO EVENT SHALL ENDGAME S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY RESELLER TO ENDGAME IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 8.2 Consequential Damages Waiver. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. 8.3 Indemnification. Endgame shall (i) defend, indemnify and hold Reseller harmless from and against all claims and causes of action arising out of an allegation that the Endgame Software infringes a third party copyright, trademark or U.S. patent, and (ii) pay the resulting cost and damages finally awarded against Reseller by a court of competent jurisdiction or the amount stated in a settlement agreed in writing by Endgame; provided that Reseller provides Endgame with (a) prompt written notice of such claim or action; (b) the right to control and direct the investigation, preparation, defense, and settlement of the action; and (c) reasonable assistance and information with respect to the claim or action. In the event that the Endgame Software becomes the subject of a claim (or Endgame reasonably believes that the Endgame Software is likely to become the subject of a claim), then Endgame may, in its sole discretion, (1) obtain the right for Reseller to continue to use the Endgame Software; (2) replace or modify the Endgame Software so that it no longer infringes but functions in a materially equivalent manner; or (3) if Endgame reasonably determines that neither of the alternatives in clauses (1) or (2) is reasonably available, terminate this Agreement and refund any prepaid fees for such license on a pro rata basis. This section shall not apply to infringement or misappropriation claims arising in whole or in part from (x) designs, specifications or modifications originated or requested by Reseller; (y) the combination of the Endgame Software or any part thereof with other equipment, software or products not supplied by Endgame if such infringement or misappropriation would not have occurred but for such combination; or (x) Reseller s failure to install a maintenance update, where same would have avoided such claim. THIS SECTION STATES CUSTOMER S SOLE AND EXCLUSIVE REMEDY AND ENDGAME S ENTIRE LIABILITY FOR THIRD PARTY INFRINGEMENT CLAIMS. 9. Term and Termination. 9.1 Limited Term. This term of this Agreement shall begin on the Effective Date and, unless terminated sooner as provided herein, continue in full force and effect for [two] years (the Initial Term ). After the Initial Term, this Agreement will automatically renew for successive one year periods, unless a party gives written notice to the other party at least 30 days prior to the expiration of the then-current term of its intent not to renew this Agreement. In the event of expiration of this Agreement pursuant to this Section 9.1, all active Order Forms at the time of expiration shall continue pursuant to their terms unless expired or otherwise terminated. In the event of expiration of this Agreement pursuant to this Section 9.1, all active Order Forms at the time of expiration shall continue pursuant to their terms unless expired or otherwise terminated. 9.2 Termination. This Agreement may be earlier terminated: (i) By Endgame, effective upon written notice to Reseller, if Reseller fails to pay any amount when due under this Agreement, where such failure continues for more than 30 days after Endgame s delivery of written notice thereof (a Payment Failure ); (ii) by Endgame, immediately on written notice to Reseller, if two or more Payment Failures occur in any 12-month period; (iii) by Endgame, immediately on written notice to Reseller, if Reseller s use of the Endgame Software exceeds the scope of the license set forth in Section 2; (iv) by either party, effective upon written notice to the other party, if the other party materially breaches this Agreement and such breach is incapable of cure or, if capable of being cured, remains uncured 30 days after the nonbreaching party notifies the breaching party of such breach; (v) by either party, effective immediately if the other party: (a) is dissolved or liquidated or takes any corporate action for such purpose; (b) becomes insolvent or is generally unable to pay its debts as they become due; (c) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of creditors; or (e) applies for, or consents to, the appointment of a trustee, receiver or custodian of a substantial part of its property. 9.3 Effect of Termination. Upon termination or expiration of this Agreement, Reseller shall cease all access to the Endgame Software and each party shall return or destroy all of the other party s Confidential Information in its possession or control (including with respect to Reseller, any copies of the Endgame Software furnished to Reseller). 9.4 Survival. The definitions in this Agreement and the rights, duties and obligations of the parties that, by their nature, continue and survive will survive termination or expiration of this Agreement.

4 10. Confidential Information Definition. Confidential Information means all non-public information, whether in oral, written or other tangible or intangible form, of a party that is disclosed to the other party under this Agreement that the discloser designates as being confidential or which, under the circumstances surrounding disclosure, the recipient knows or reasonably should know is confidential to the discloser. Endgame Confidential Information includes, without limitation, the Endgame Software (including all Documentation), all Endgame Software support materials and any studies or reports concerning its features, performance or operation and the terms and conditions of this Agreement. Reseller Confidential Information includes the Reseller Data, with the exception of IP addresses and hostnames that may be associated with malware Obligations. Each party, as recipient, shall not use the other party s Confidential Information except as necessary to exercise rights under or perform this Agreement and shall not disclose Confidential Information to any third party. Without limiting the generality of the foregoing, Reseller shall not disclose the existence, features, capabilities or performance of the Endgame Software. A party shall promptly notify the other of any unauthorized disclosure or use of Confidential Information that comes to its attention. The recipient shall assist the discloser in remedying the unauthorized use or disclosure Exceptions. The obligations set forth in this Section 8 do not apply to Confidential Information which: (i) is already known to the recipient at the time of disclosure; (ii) is, or, through no act or failure to act of the recipient, becomes, publicly known; (iii) is received by the recipient from a third party without restriction on disclosure; (iv) is approved for release by written authorization of the discloser; or (v) is independently developed by the recipient without the use of or reference to the discloser s Confidential Information. A disclosure of Confidential Information by the recipient pursuant to a proper order of a court of competent jurisdiction will not be a breach of this Section 8, on condition that the recipient uses diligent efforts to minimize the disclosure and consults with, and assists the discloser in obtaining, a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. 11. Compliance with Law Export Law. Reseller shall not use the Endgame Software in violation of applicable laws or regulations, and Reseller shall indemnify and hold Endgame harmless from and against claims, losses, costs, or liability, arising in connection with Reseller s breach of this Section. Reseller acknowledges that the Endgame Software and certain Confidential Information ( Technical Data ) may be subject to United States export controls. Without first completing all required undertakings (including obtaining any necessary export license or other governmental approval), Reseller shall not itself, and shall not permit its representatives to,: (i) export, reexport, divert or transfer any such Technical Data, or any direct product thereof, to any destination or person restricted or prohibited by the United States export controls, or (ii) disclose any such Technical Data to any national of any country when such disclosure is restricted or prohibited by the United States export controls. Reseller represents and warrants that it is not located in, or under the control of, or a national or resident of, a country as to which the United States and/or the European Union maintains an embargo or a national or resident thereof, or any person or entity on the U.S. Department of Treasury s List of Specially Designated Nationals or the U.S. Department of Commerce s Table of Denial Orders Anti-Corruption Law. Reseller represents and warrants that it is aware of, understands, and will comply with, (i) all applicable U.S. and foreign anticorruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act 2010; and (ii) all applicable laws relating to economic or trade sanctions administered or enforced by the United States (including by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any EU Member State or any other relevant government entity, in each case in connection with Distributor s performance under this Agreement. 12. General Governing Law and Jurisdiction. The laws of the Commonwealth of Virginia govern all matters arising out of this Agreement. Any and all disputes between the parties arising under or in connection with this Agreement, which cannot amicably be resolved by the parties, shall be resolved solely and exclusively in the state and federal courts located in Arlington, Virginia, with the exception that a party shall have the right to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdiction anywhere in the world. Each party hereby expressly consents to the service of process in connection therewith and irrevocably waives any objections to the jurisdiction of such courts on any grounds, including without limitation, forum non conveniens. Any judgment or award by such courts may be entered and enforced by any court having jurisdiction over the parties or their assets Assignment. Reseller shall not, voluntarily, by operation of law, or otherwise, assign its rights or obligations under this Agreement or delegate any performance without the prior written consent of Endgame, and any attempt to assign or delegate in violation of the foregoing is void. Subject to the foregoing, this Agreement is binding on, and will inure to the benefit of, the parties of this Agreement and their respective successors and permitted assigns Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision will be amended to achieve as closely as possible the economic effect of the original provision and all other provisions shall continue in full force and effect Amendment; Waiver. This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties. No term or provision hereof shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by a party to, or waiver of, a breach by the other party, whether express or implied, shall constitute that party s consent to, waiver of, or excuse of any other, different, or subsequent breach by the other party Independent Contractor. Reseller is an independent contractor of Endgame, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Reseller and Endgame for any purpose. Reseller has no authority (and shall not hold itself out as having authority) to bind Endgame and Reseller shall not make any agreements or representations on Endgame s behalf without Endgame s prior written consent Entire Agreement. This Agreement (including all Order Forms issued hereunder) constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral, with respect to such subject matter Force Majeure. Endgame will not be liable hereunder by reason of any failure or delay in the performance of this Agreement on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, acts of nature, war, governmental action, labor conditions, power outages, earthquakes, or any other cause which is beyond its reasonable control Remedies Cumulative. All remedies available to a party are cumulative and may be exercised concurrently or separately; the exercise of any remedy shall not be deemed an election of such remedy to the exclusion of other remedies Publicity. Endgame may identify Reseller as an Endgame reseller and use the Reseller name and logo for marketing purposes and securities compliance, and may further publicly disclose generalized details regarding the services provided to Reseller for press releases and other marketing purposes. Additionally, Reseller commits to participate in, and contribute to, a case study, press release and other similar written or visual media that may be distributed to the public regarding Reseller s relationship with Endgame and Endgame s services provided hereunder Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. If this Agreement is executed in counterparts, no signatory hereto shall be bound until both the parties named below have duly executed or caused to be duly executed a counterpart of this Agreement.

5 EXHIBIT A OPPORTUNITY REGISTRATION PROCESS In order to submit an opportunity for registration, Reseller shall provide Endgame with the information set forth on Exhibit A via to Endgame s Director of Channels or via the Endgame Reseller / Channel Portal. The requirements in Exhibit A may be updated, at Endgame s discretion, from time to time by notice to Reseller or by modification of the criteria in the Endgame Reseller / Channel Portal. Proposed Customer Name (including subsidiary or affiliate that will be primarily responsible for access to the Endgame Software) Location of Customer Operations Center Customer Primary Point of Contact Name Role of Customer Buying Organization (SOC, hunt team, etc.) Estimated Annual License Fees Payable by Customer Target Closing Date Summary Description of Opportunity

6 EXHIBIT B FORM OF ORDER FORM This Order Form is governed by the Reseller Agreement (the Agreement ), dated as of [ ], between Endgame, Inc. and the Reseller identified below. Capitalized terms used but not defined herein have the meanings assigned to them under the Agreement. RESELLER PROVIDER INFORMATION Reseller Name: Address: Contact: Phone: ORDER INFORMATION Customer Name: New or Existing Customer? Trial Period Term (if any): Subscription Term Product: (For a new subscription, minimum of one year; If adding endpoints to an existing subscription term, specify existing subscription term) Endgame Endpoint Security for Resale Market SKU [ ] Number of Endpoints Added Under this Order Form: [Number of Endpoints] Total Endpoints Licensed (including those added hereunder): [Number of Endpoints] Total License Fees Payable by Customer to Reseller: $[ ] Total License Fees Payable by Reseller to Endgame: $[ ] Installation, Training and Professional Services: [SKU] [Quantity] Total Installation, Training and Professional Services Fees: $[ ] ENDGAME, INC. RESELLER: By: Name: Title: Date: By: Name: Title: Date:

7 EXHIBIT C ENDGAME END USER LICENSE AGREEMENT FOR CUSTOMERS OF RESELLERS This End User License Agreement ( Agreement ) is made and entered into as of the date the applicable order form or purchase order ( Order Form ) is issued by Reseller to the licensee or client specified in such Order Form ( Licensee ) with respect to the Endgame Software, and is entered into by and between Endgame, Inc. ( Endgame ) and Licensee. RECITALS WHEREAS, Endgame has developed an endpoint detection and response software platform and other software and products as identified on the Order Form (the Endgame Software ); and WHEREAS, Licensee wishes to license the Endgame Software for its internal business purposes under the terms and conditions of this Agreement. 1. License. AGREEMENT 1.1 License Grant. Endgame hereby grants Licensee a limited, nonexclusive, non-transferable and non-sublicensable license to use the Endgame Software solely for Licensee s internal business purposes and solely as specified herein and in the Order Form. The maximum number of endpoints for which Licensee can use the Endgame Software will be set forth on an Order Form, and if no such maximum is stated, then Licensee can use the Endgame Software for up to 200 endpoints, in the aggregate, during the term of such Order Form. 1.2 Prohibitions. Licensee shall not, directly or indirectly do any of the following: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Endgame Software; (ii) modify, translate, or create derivative works based on any element of the Endgame Software or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Endgame Software; (iv) use the Endgame Software for any purpose other than as expressly permitted by the license grant set forth herein and in the Order Form, or for the benefit of any person or entity other than for the benefit of Licensee; (v) remove any proprietary notices from Endgame materials furnished or made available to Reseller or otherwise alter or delete copyright, trademark or other proprietary rights notices of Endgame; (vi) publish or disclose to third parties any evaluation of the Endgame Software without Endgame s prior written consent; (vii) permit any third party to access the Endgame Software; (viii) copy, frame or mirror any part of the Endgame Software, other than copying or framing on Licensee s own intranets or otherwise as reasonably required for Licensee s own internal business purposes; (ix) access the Endgame Software in order to build, or provide any assistance in the development of, a competitive product or service, or copy any features, functions or graphics of the Endgame Software; (x) use the Endgame Software to store or transmit malicious code; (xi) interfere with or disrupt the integrity or performance of the Endgame Software or any data contained therein; or (xii) attempt to gain unauthorized access to the Endgame Software or its related data, systems or networks. 1.3 No Implied Rights. All rights not expressly granted to Licensee by Endgame are reserved by Endgame. There are no implied rights. 2. Proprietary Rights. 2.1 Software and Documentation. As between the parties, Endgame owns all right, title and interest, including all intellectual property rights, in and to the Endgame Software and the Documentation. Endgame further owns the aggregated and statistical data that it may derive from the operation of the Endgame Software, including, without limitation, information related to the performance, operation and use of the Endgame Software (the Aggregated Data ), provided that Endgame s use of Aggregated Data shall not reveal the identity of Licensee. 2.2 Licensee Data. As between the parties, Licensee shall own all data and information that Licensee provides or stores using the Endgame Software ("Licensee Data"). To the extent Licensee Data is within Endgame s possession, custody or control, Endgame may access Licensee s account and Licensee Data from time to time solely in order to perform this Agreement, including, without limitation, providing support, performing account administration, generating invoices with respect to Licensee s use of the Endgame Software, and evaluating and improving the Endgame Software. Licensee is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of Licensee Data. Endgame assumes no responsibility, and will have no liability, for the deletion, correction, destruction, loss or infringement of any Licensee Data. 2.3 Open Source. Open source (if any) is licensed pursuant to the terms of the applicable open source licenses, not this Agreement. 3. Fees. License fees, service fees, taxes and all other costs and fees payable by Licensee pursuant to this Agreement shall be subject to the agreement between Licensee and the seller, reseller or distributor ( Reseller ) identified on the Order Form. As consideration for the licenses and other rights granted herein and in the Order Form, Licensee will pay Reseller the fees to be agreed between such party and Licensee and documented on the Order Form. 4. Warranty. For any Endgame Software for which Licensee is required to pay a license fee pursuant to an Order Form, Endgame warrants that for a period of 90 days after the delivery of the Endgame Software, the Endgame Software will conform in all material respects to this Agreement and the applicable user manuals and guides supplied by Endgame with the Endgame Software (as may be updated from time to time by Endgame) ( Documentation ). This limited warranty: (i) applies to the Licensee only and may be acted upon only by the Licensee; (ii) does not apply in the event of any alteration of the Endgame Software or any use of the Endgame Software other than as permitted hereby or in accordance with the the installation, operation and other instructions in the Documentation; and (iii) does not apply any information or data originating from third parties and enabled through the Endgame Software. If the Endgame Software does not perform as warrantied in this Section 4, then Endgame will use its reasonable efforts to remedy such defect or require Licensee to return such Endgame Software and refund to Licensee (through Reseller) any amounts paid by Licensee for the returned Endgame Software under this Agreement, provided that Licensee notifies Endgame in writing of such defect before the expiration of the Warranty Period. The foregoing shall be Endgame's sole obligation and Reseller s sole remedy for any breach of the warranty set forth in this Section 4. Except as expressly stated above, the Endgame Software and any services provided in connection with this Agreement are provided to Licensee on an as is and with all faults basis. ENDGAME HEREBY DISCLAIMS AND EXCLUDE ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE. Endgame does not warrant that (a) the Endgame Software and any services provided by Endgame shall meet Licensee s needs or requirements, (b) access to or the operation of the Endgame Software will be uninterrupted or error-free, (c) the Endgame Software will be always available or available at any particular time, (d) defects in the Endgame Software will be corrected, (e) all malware will be identified or (f) erroneous reports will not be provided. 5. Limitation of Liability. 5.1 Limitation of Liability. IN NO EVENT SHALL ENDGAME S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY LICENSEE TO RESELLER AND ENDGAME IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 5.2 Consequential Damages Waiver. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS

8 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. 5.3 Indemnification. Endgame shall (i) defend, indemnify and hold Licensee harmless from and against all claims and causes of action arising out of an allegation that the Endgame Software infringes a third party copyright, trademark or U.S. patent, and (ii) pay the resulting cost and damages finally awarded against Licensee by a court of competent jurisdiction or the amount stated in a settlement agreed in writing by Endgame; provided that Licensee provides Endgame with (a) prompt written notice of such claim or action; (b) the right to control and direct the investigation, preparation, defense, and settlement of the action; and (c) reasonable assistance and information with respect to the claim or action. In the event that the Endgame Software becomes the subject of a claim (or Endgame reasonably believes that the Endgame Software is likely to become the subject of a claim), then Endgame may, in its sole discretion, (1) obtain the right for Licensee to continue to use the Endgame Software; (2) replace or modify the Endgame Software so that it no longer infringes but functions in a materially equivalent manner; or (3) if Endgame reasonably determines that neither of the alternatives in clauses (1) or (2) is reasonably available, terminate this Agreement and refund any prepaid fees for such license on a pro rata basis. This section shall not apply to infringement or misappropriation claims arising in whole or in part from (x) designs, specifications or modifications originated or requested by Licensee; (y) the combination of the Endgame Software or any part thereof with other equipment, software or products not supplied by Endgame if such infringement or misappropriation would not have occurred but for such combination; or (x) Licensee s failure to install a maintenance update, where same would have avoided such claim. THIS SECTION STATES CUSTOMER S SOLE AND EXCLUSIVE REMEDY AND ENDGAME S ENTIRE LIABILITY FOR THIRD PARTY INFRINGEMENT CLAIMS 6. Term and Termination. 6.1 Term. This Agreement shall continue in full force and effect for the license period stated on the Order Form, unless terminated sooner as provided for herein or therein. 6.2 Termination. This Agreement may be terminated at any time: (a) by either party, effective upon written notice to the other party, if the other party materially breaches this Agreement and such breach is incapable of cure or remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; and (b) by Endgame, effective upon written notice to Licensee, if Licensee fails to pay any amount when due under this Agreement or to Reseller, where such failure continues for more than 30 days after written notice. 6.3 Effect of Termination. Upon termination or expiration of this Agreement, Licensee shall cease all access to the Endgame Software and return or destroy all of the other party s Confidential Information in its possession or control (including with respect to Licensee, any copies of the Endgame Software furnished to Licensee). 6.4 Survival. The definitions in this Agreement and the rights, duties and obligations of the parties that, by their nature, continue and survive will survive termination or expiration of this Agreement. 7. Confidential Information. 7.1 Definition. Confidential Information means all non-public information, whether in oral, written or other tangible or intangible form, of a party that is disclosed to the other party under this Agreement that the discloser designates as being confidential or which, under the circumstances surrounding disclosure, the recipient knows or reasonably should know is confidential to the discloser. Endgame Confidential Information includes, without limitation, the Endgame Software (including all Documentation), all Endgame Software support materials and any studies or reports concerning its features, performance or operation and the terms and conditions of this Agreement. Licensee Confidential Information includes the Licensee Data, with the exception of IP addresses and hostnames that may be associated with malware. 7.2 Obligations. Each party, as recipient, shall not use the other party s Confidential Information except as necessary to exercise rights under or perform this Agreement and shall not disclose Confidential Information to any third party. Without limiting the generality of the foregoing, Licensee shall not disclose the existence, features, capabilities or performance of the Endgame Software. A party shall promptly notify the other of any unauthorized disclosure or use of Confidential Information that comes to its attention. The recipient shall assist the discloser in remedying the unauthorized use or disclosure. 7.3 Exceptions. The obligations set forth in this Section 7 do not apply to Confidential Information which: (i) is already known to the recipient at the time of disclosure; (ii) is, or, through no act or failure to act of the recipient, becomes, publicly known; (iii) is received by the recipient from a third party without restriction on disclosure; (iv) is approved for release by written authorization of the discloser; or (v) is independently developed by the recipient without the use of or reference to the discloser s Confidential Information. A disclosure of Confidential Information by the recipient pursuant to a proper order of a court of competent jurisdiction will not be a breach of this Section 7, on condition that the recipient uses diligent efforts to minimize the disclosure and consults with, and assists the discloser in obtaining, a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. 8. Compliance with Law. Licensee shall not use the Endgame Software in violation of applicable laws or regulations, and Licensee shall indemnify and hold Endgame harmless from and against claims, losses, costs, or liability, arising in connection with Licensee s breach of this Section. Licensee acknowledges that the Endgame Software and certain Confidential Information ( Technical Data ) may be subject to United States export controls. Without first completing all required undertakings (including obtaining any necessary export license or other governmental approval), Licensee shall not itself, and shall not permit its representatives to,: (i) export, reexport, divert or transfer any such Technical Data, or any direct product thereof, to any destination or person restricted or prohibited by the United States export controls, or (ii) disclose any such Technical Data to any national of any country when such disclosure is restricted or prohibited by the United States export controls. Licensee represents and warrants that it is not located in, or under the control of, or a national or resident of, a country as to which the United States and/or the European Union maintains an embargo or a national or resident thereof, or any person or entity on the U.S. Department of Treasury s List of Specially Designated Nationals or the U.S. Department of Commerce s Table of Denial Orders. 9. General. 9.1 Usage and Record Keeping. Licensee shall keep records relating to its use of the Endgame Software, including serial numbers and the installation location(s) of the Endgame Software and other relevant records. During the Term and for three years following the termination of this Agreement, Endgame may review such materials in order to confirm compliance with this Agreement and Licensee's use of the Endgame Software. 9.2 Governing Law and Jurisdiction. The laws of the Commonwealth of Virginia govern all matters arising out of this Agreement and disputes between the parties arising under this Agreement, which cannot amicably be resolved by the parties, shall be resolved exclusively in the state and federal courts located in Arlington County, Virginia, with the exception that a party shall have the right to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdiction anywhere in the world. 9.3 Assignment. Licensee shall not, by operation of law or otherwise, assign its rights or delegate any performance under this Agreement to any third party (including its affiliates) without the prior written consent of Endgame, and any attempt to assign or delegate in violation of the foregoing is void. Subject to the foregoing, this Agreement is binding on, and will inure to the benefit of, the parties of this Agreement and their respective successors and permitted assigns. 9.4 Amendment; Waiver. This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties. 9.5 Entire Agreement. This Agreement (including all Order Forms issued hereunder) constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral, with respect to such subject matter. 9.6 Force Majeure. Endgame will not be liable hereunder by reason of any failure or delay in the performance of this Agreement on account of riots, acts of terrorism, insurrection, fires, storm, explosions, acts of nature, war, governmental action, earthquakes, or any other cause beyond its reasonable control. Endgame End User License Agreement for Resale Clients CONFIDENTIAL

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