License Agreement for ASI Products

Licence Agreement for ASI Products  By Signing and Returning This Licence Agreement, You Accept Its Terms and Conditions ( You are: with offices at: We are: Advanced Solutions International, Inc., represented by Advanced Solutions International-Canada, Inc. with offices at 5000 Yonge Street Suite 1901, Toronto, ON M2N 7E9 Contact Your primary contact person for this project is: Name: Email: Your Salesperson is from Version of iMIS Level -300 Your iMIS A base package of Modules for that version is listed, with its specifications, at System http://docs.imis.com has these Options: iMIS Modules 3rd Party Products List of third party products ordered for you

Seats: 0 Named User Seat Licences Database size: Number of Name type records [Excess size measured in 25,000 record blocks] Updates: Any additional prepaid or contracted SUP

By signing below, you agree that you have read and agree to all of the terms, including the General Terms and Conditions ( 7 pages).

By: ______[Signature]

Name: ______[Please Print]

Title: ______Date: ______

Licence Agreement for ASI Products – Signature Page [version 11 June 2013] Page 1 of 1 SOFTWARE | Licence Agreement for 11 June and ASIProductsLicence Agreement –General Conditions Terms [version 2013] WHO minimum: identifying key processes; converting or loading legacy data; setting numerous switches and devel and switches numerous setting data; legacy loading or converting processes; key identifying minimum: Microsoft WindowsServer and SQL. as such Internet. needs the it Software with You Other interact the to and site this providing for responsible are andthat have you provide to such operating as systems and SQL. of Some Software requires our hostinga site both.or a with marked manufacturer.is the software This with to agree you that agreement licence own its has Each you. to venience page. ture Youare only permitted use to Software inAssociated conjunction with our Software. an with marked items as well as Crystal and Omnis from runtimes the are Examples site. web our on have also and request your on you to send we that agreement licence own its has Each us. by warranted in Customer the site Area at (currently www. web our on is Agreement Software Pre-Production the of copy A Software. Pre-Production the of your use to applies it as Agreement this of terms the changes and supplements that Agreement Software duction Pre-Pro our of terms the by governed be will Software Pre-Production of use the that Youas tested. agree well not is that Software”) “Pre-Production (together, Software interim and (patch) maintenance and Software (test) beta and §6.4). alpha We (see issue sometimes Plan also Update Software our of part as customers isting anddesigned to work with by distributed and documentation Work Software ASI software Party related (except Third and Products) ware soft computer other any includes also Software term The items. such of copies all with together you, to us by provided enhancements and updates, corrections, additions, all and media, distribution and backup mentation, is WorkProduct. withof usedyourcopy be designed to that are computer oftypessoftware andother grams Toolkits licensed are only to used createbe a to WorkProductfor with your use of copy WorkProduct. is use you version derivative modified, Implementer.The your by modification with site your ( jects alongside work that programs custom writing in you assist to ules §6.4). (see Plan Update Software are Modules licensed groups in levelsor identified our onthe SignaturePage. of part are and site every at version each for code identical have sites, warrantiesor on behalf. our and (§6 §11,below) promises make to authorized is Counsel) General our for (except Representative No §2.2. agentsin shown as except no have We us. represents apparently or actually who person, other or individually) and (collectively the buy Software.Solution Providers are independent businesses andare notour agents. 1. (o) (n) (m) (l) (k) (j) (i) (h) (g) (f) (e) (d) (c) (b) (a) Definitions iBO “ " “ “ “ “ “ “ “ A" “ " “ iMIS You Associated Software Associated ProductionSoftware Software Our Our Tools Ordered Software Ordered Toolkits Work Modules Solution Provider Solution To“ To“ Other Software Other ’s) Representative " (your)," iMIS Implement Install ” is our is ” basic product that consists of multiple Modules.

. † Product on the signature page. “ page. signature the on ” are programs, routines, scripts, templates or other software that are designed to be used at used be to designed are that software other or templates scripts, routines, programs, are ” ” are sets of programs with a common purpose that can be used at substantially all of our of all substantially at used be can that purpose common a with programs of sets are ” ” means means ” SOA tools and other web services. ” are programs or features that provide an Application Programming Interface to the Mod the to Interface Programming an Application provide that features or programs are ” ” Software” is itto activate computerona so that runsit terminations.without abnormal we ” and “ and ” (us, our) are identifiedon signature the page and“ ” Software is to Install it and make it productive for the Users. It usually involves as a involvesas ItUsers. productive usually for itthe toandmake it Install is Software” ” means software from third parties that may be required to operate our Software our operate to required be may that parties third from software means ” " is is " employee, an officer,agent, distributor, SolutionProvider, developer, consultant iMIS iMIS ” means the authorized reseller of our products from whom you have chosen to chosen have you whom from products our of reseller authorized the means ” ” means software from third parties that we order for you as your agent as a con a as agent your as you for order we that parties third from software means ” " means software that we distribute that was created by a third party and is not is and party third a by created was that distribute we that software means " ” is what we label as such and ship to new customers and make available to ex to available make and customers new to ship and such as label we what is ” Work ProductsWork or tofacilitate access an and the Modules and Toolkits licensed by us to you, and the associated docu associated the and you, to Toolkitsus and by Modules licensed the and G ENERAL iMIS Third Party Software Party Third .com/faq)andits fromterms change may time to time. T ” ERMS If your Implementer uses Toolkits to produce scripts, pro scripts, produce to Toolkits uses Implementer your If A iMIS ND C Database, such Our as Tools. ONDITIONS ” is Associated Software or Ordered Software Ordered or Software is Associated ” iMIS . They include our our include They . bothusof ” means you means ” andwe. iMIS iMIS iMIS . * * , that , software Business Ob Business on the signa the on Page 1 of of 7

------| | | Licence Agreement for 11 June and ASIProductsLicence Agreement –General Conditions Terms [version 2013] LICENSES USERS DATABASE bv n eodteuegatdt h eea ulco orgnrlmmesi.Altaiinltraditional All User membership. a When Users. Full general are Database the in your records update can or that program a of public users all and general users desktop the to granted use the beyond and above Database your to access give you that part others or volunteers, partners or affiliates as of employees workers, such outsource or would, time employees your like Database the with work who others or employees your Full Users. are This would (a) include indirect Userswho are notOpen Users and(b) otherall Users, including Licences Seat hour. Concurrent one All any during Database the to connected Licences) Seat Named of users based ternet in our by allowed type only the is licensing of type User. This of class by licensed are Licences Seat Named Licences. Seat Concurrent like pooled or shared be not must and person the with stays Licence Seat A Named 20.x. iMIS in User Public a or 15.x iMIS in User Open an to Licence Seat Named a assign You to need not do licensed. number the exceed cannot time one any at assigned type one any of Licences Seat Named of number in Database. the records update or create to unable are and information, authentication not but Database, the from information money, you are Public PublicUsers. Usersare also used only in 15.x iMIS send or meeting a for up sign address, own their change who Users So, Database. your in are who constituents often are They password. a as such authentication, for Database the in stored information need they or selves only They licensed are iMIS in 15.x. Users. Full also Tools are Our using without Database the in records update or create can that program any of users different to applicable are (usuallyparticular older) only versions iMIS. of are definitions There users Some Modules. Modules. the our to access by of level access their on direct based Users of as classes well as programs Access and ColdFusion through as such access indirect includes this and of Agreement terms the under licensed is indirectly. access or This ectly or er machine file. Thisabsolutely is prohibited our without prior written consent. Also see §5.1 for consent. whether um, physical, magnetic otherwise.or A torefers the“copy” representation created.thus this In inoperable. Software the make and data your to refers “Schema” theAgreement, of schema to the Database. corruption cause can Database, the with interacts ships data between elements. the Changesto Schema causethe unpredictablecan changes to howour Software relation and linkages the includes also It contain. can structure the within element data each that contents of onephysical location. active one only and One database. standby Each name type record has a unique ID usually assigned bytype. the Software. that of others and prospects donors, members, for records includes That years. three past the during thenumber nameof type Software. the by accessed be to designed or Software the by created tion notincludedoes displays byusingcreated the Software. helpingyou Implement person The Users. training and reports; custom writing accounts; User and security up setting formulae; oping (bb) (aa) (z) (y) (x) (w) (v) (u) (t) (s) (r) (q) (p) “ “ “ “ “ To“ To“ “ “ An " To" iMIS Casual Users Casual Schema Open Users Open Public Users Public Users Full Users Full " “ Concurrent Seat Licences Seat Concurrent Named Seat Licences Seat Named disclose copySoftware copy the the copy iMIS cieactive

” are the people or processes that access or are authorized to access your your access to authorized are or access that processes or people the are ” Database ” means the definition of an entire database. It defines the structure and also defines the type the defines also and structure the defines It database. entire an of definition the means ” 15.x andiMIS 20.x. ” are Users who can have general access to all of the Modules in your your in Modules the of all to access general have can who Users are ” iMIS " Software means to allow any person to possess, use or copy any part of the Software but Software the of part any copy or use possess, to person any allow to means Software " ” are Public Users that use tools we do not distribute (such as Word mail merge) to read to merge) Word as mail (such distribute not do we tools use that Users Public are ” iMIS ” are all other Users. They cannot change anything in the Database except about them about except Database the in anything change cannot They Users. other all are ” ” are Full Users that are licensed for more limited access to Modules and the Database. the and Modules to access limited more for licensed are that Users Full are ” iMIS " (sometimes called just the “ the just called (sometimes " Database records Database ” means to means ” create representation a any portionof of the or Software in onanymedi is " your ” are licences for Users who are defined to to defined are who Users for licences are ” expected theinDatabase be to that have hadany type offinancial activity ” is used in production and not as a backup, test, training, reporting or reporting training, test, backup, a as not and production in used is ” ” means to copy any or all of the Schema of the the of Schema the of all or any copy to means ” " are required for all Users (not counting Open Users or Public Users or Users Public or Users Open counting (not Users all for required are " Implementer iMIS Database is allowed per licence and that Database must be in be must Database that and licence per allowed is Database ". See §See ". Database 6.9. ”) means a set of records containing informa containing records of set a means ”) The size of your iMIS DatabaseisiMIS your of size The iMIS by the system manager. system The the by iMIS iMIS Database to anoth to Database iMIS Database, dir Database, system. All system. Page 2 of of iMIS 7

------Licence Agreement for 11 June and ASIProductsLicence Agreement –General Conditions Terms [version 2013] | times after its termination, you and your employees and agents shall maintain the confidentiality of this in this of confidentiality the maintain shall agents and employees your and you termination, its after times all at and effect in this is period Agreement property. the exclusive During our is that information confidential 5.2 erty.prop exclusive our remain Software the of copies Any Database. the or Software the of portion any copy to else anyone permit or copy not will necessary. you longer copies, noauthorized such are they for Except when copies such destroy or erase shall you and Software, the on and in appearing rights proprietary and copyright of noticesinclude mustall copy Each Database. the active use be licensedto properly must copy a of user Any use. non-production internal other your for or system test or standby, reporting training, a as or backup as use 5.1 5. terms the of agreements.those We are notresponsible for any usecustomized of ThirdParty Software. accepting also are you this Agreement accepting by and terms their by abide and read shall you on site, web you our to available are or Software Party Third the with included are notices licence any If Software. our of rights proprietary and confidentiality the protect to required are you as software such of rights proprietary and e-Series, ProgressCRM, us. to provide you content and works data, er byyouwritten or thirdbya party if that software is worknota onfor hire our behalf; and the in placed any of design structure and layout, the in rights the of all own we (b) party; third a or us by made whether modifications, other or updates enhancements, corrections, any and Software the to and in rights proprietary other and trademark 4. SUPfee invoice. by acquired items (§ fee Update Software future. annual the in The you additional any to apply also shall Agreement Licence this of conditions and terms all and 3. people in located Canada. by used are Licences Seat your of 80% least at and Canada in located is Database your if use for valid only is and customers Canadian to available exclusively pricing Canadian for issued was Licence This below. stated as term the extends and use you products ASI all to applies Licence one, this old us, the supersedes with Agreement agreement licence previous a accepted or signed had you If key. licence the supplying our of part is Agreement Licence in us This by accepted is Austin and Texasby evidenced Provider Solution as your with and review agreement after agents. no have currently We below). 11, and 6 sections (see behalf our on promises or claims any make to authorized is person other or Representative No you. this with to Agreement party sole and principal disclosed the Weare you. and us between solely made is Agreement Licence 2.2 keyandcontinues untilterminated accordance with in this Agreement. licence and Software the ship we when starts licence The Page. Signature the on shown type active the of one Database only and one with Page Signature the on shown Licences Seat of number the to up by Page use to 2.1 2 usedfor our older is what is licensing based LAN of type User.This another by used immediately be can Licence Seat that and outof logs Licence Seat Concurrent a of . . The Licence The (cc) Confidentiality:Limitations on Yourof Use the Software confidentiality the protect shall and Software Party Third of owners the of rights the recognise Youalso Proprietary Rights. AdditionalModules andSeats. iMIS You agree that the Software contains proprietary information, including trade secrets, know-how and know-how secrets, trade including information, proprietary contains Software the that Youagree internal own your for Database the and Software the of copies of number reasonable a You make may secret, trade copyright, patent, including rights, proprietary all own we (a) that: acknowledge You additionalUsers additionalModuleslicence useand right to the purchase may anticipated you is that It We the and WorkSoftware the of owner the make. may This remain you that copy any andof Products this Weof terms the under non-transferablelicence non-exclusive, perpetual, Agreement a you to grant “ Seat LicencesSeat and the Modules and programs produced by using Toolkits (if any) as indicated on the Signature the on indicated as any) Toolkits (if using by produced programs and Modules the and iMIS . iMIS Database; (b) you own the rights in software that operates with the Software and that was that and Software the with operates that software in rights the own you (b) Database; iMIS 4.xand 10.x seriesproducts. Database. We acknowledge that (a) you own the information that you place or have or place you that information the own you (a) that Weacknowledge Database. ” refers torefers Concurrent” either Seat Named or or Licences Licences Seat both. iBO , , iPart and iMIS iMIS Xtender our Xtender trademarks. are , he/she is no longer counted as using a Concurrent Seat Licence Seat Concurrent usinga as counted longer no is he/she , You also acknowledge that that You acknowledge also 4 ), if any, next if your ), on shown be will items new these for . iMIS , , iMIS

10, 10, (c) you own all oth(c) all you own iMIS 15, iMIS 20, iMIS 15, Page 3 of of iMIS 7

- - - formation and not sell, licence, publish, display, distribute, disclose or otherwise make available this information to any third party except for your Solution Provider nor facilitate such disclosure nor use such information except as authorized by this Agreement or by us in writing. If you need to show our manuals, table structures, software development kits or Our Tools to a consultant or have some or all of your Software hosted by an ISP, for example, contact us for a confidentiality form to use. 5.3 You grant us the right to reasonably audit your use of the Software for licence violations or other breaches of this Agreement and to gather other non-personally identifiable usage information, such as average transaction times and return error logs. By using the Software, you consent to the transmission of this information to us. 5.4 You shall not disassemble, decode, decrypt or reverse engineer or otherwise attempt to create a human readable version of any portion of the Software or modify any portion of the Software, nor merge or embed the Software or any part of it into another computer program nor facilitate such misuse by others. 5.5 You are responsible for your employees and anyone else that you allow to use a Seat Licence (for example, a volunteer or a temporary worker) and shall make sure that they adhere to all of the terms of this Agreement. 6. Limited Warranty and Disclaimer of Implied and Other Warranties. 6.1 We warrant that each Module of iMIS will perform substantially in accordance with its then current published specifications during the warranty period set forth below. Specifications vary by version and are in our help files (including those at http://docs.iMIS.com), Release Notes, Bulletins and Alerts, but do not include advertising literature, brochures, presentations, verbal communications, proposals or any representations by Representatives. If some features are not documented in specifications, then they have no warranty at all. We only fix problems with the most current published version. We do not warrant any Third Party Software and if we distribute it, then it is distributed "AS IS" and you have to look to the manufacturer of Third Party Software for its warranty service. 6.2 During the warranty period, we will provide to you, through your Solution Provider, free iMIS updates provided to other, similar Licensees in general. Routine support for iMIS is provided by your Solution Pro- vider at a price negotiated between you and the Solution Provider. We will offer your Solution Provider routine support for the Modules covered by this Agreement during the warranty period to aid the Solution Provider in providing direct support to you. We do not represent that your Solution Provider will provide direct support that will be to your satisfaction, but you are always free to use a different Solution Provider. 6.3 The above warranties extend for three months starting on the date that we accept this Agreement. For initial sales, we effectively supplement and extend this period to one year in our Software Update Plan (see §6.4) that may include other benefits. These warranties are made only to you and no warranty is made to any other person. Any action for breach of warranty must be made within six months of the end of the ap - plicable warranty period. 6.4 The Software Update Plan (“SUP”) also starts when we accept this Agreement and your purchase of the first year is a mandatory part of your initial purchase. Thereafter, the cost may vary from year to year. The SUP contains the same warranty stated in section 6.1, above, so you get that warranty for a full year under the SUP. The warranty and the SUP do not include updates to Toolkits and Third Party Software and they will be extra if they are offered - postal code database updates are an example. In all cases the price of the SUP is computed when we issue the invoice. For all pre-paid SUP, there are no refunds and adding Seats or Modules will result in a pro-rata charge based on the rates in effect at the time of the change. If you agree to purchase a number of years of SUP, failure to pay for the SUP within thirty days of invoicing is grounds to suspend your membership and you will still owe us the contracted payments. 6.5 iMIS is a tool that you can use to help you to communicate with and manage your interactions with your constituents and not a solution for a particular problem. It is not suited for all sites and you agree that you have carefully examined its specifications and determined that it will meet your needs and can be used to solve your problems. You agree to work very closely with your Implementer to use this tool to benefit your organisation.

Licence Agreement for ASI Products – General Terms and Conditions [version 11 June 2013] Page 4 of 7 6.6 We do not warrant that the Software will meet your requirements that exceed the capabilities of the Software as defined in §6.1 above. This warranty does not cover any Software that has been altered or changed in any way by anyone other than us or our authorized agents (Solution Providers are not our agents). We are not responsible for problems (including corruption of your database) caused by changes in the operating characteristics of computer hardware or computer operating systems that are made after the release of the Software, (ii) in the interaction of the Software with software (a) not supplied by us or (b) no longer supported by its manufacturer, or (iii) caused by your use of software not supplied by us. The speed of operation of the Software and the quality and capacity of the interface at your site or a hosting site is partly dependant on the hardware, other software, connections and interconnections used. 6.7 THE LIMITED WARRANTIES SET FORTH IN SECTIONS 6 AND IN 8 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WAR- RANTIES OF MERCHANTABILITY AND PARTICULAR PURPOSE; OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE; OR ANY OTHER IMPLIED CONDI- TIONS. 6.8 Our Representatives are not authorized to make modifications to these warranties, nor additional warranties binding on us. Accordingly, additional statements such as advertising or presentations or proposals, whether oral or written, do not constitute warranties by us and should not be relied upon as a warranty or promise of ours. 6.9 This Agreement does not cover Installation, Implementation or any other services and it does not make us responsible for, or give any warranties about, the Implementation or for any schedules or delays. Many Implementations involve custom work performed by the Implementer and we do not perform, super- vise or warranty that work under this Agreement. We list many Implementers on our web site and if we in- troduced or recommended an Implementer, that does not mean that we are responsible for its capabilities or its work. You are solely responsible for deciding who your Implementer is and negotiating your contract. We may undertake the Implementation or supervision of some tasks or other services under a separ - ate Master Services Agreement with its own warranties and other terms. A copy of that Master Services Agreement is on our web site (currently at www.imis.com/faqs) and its terms may change from time to time and you agree that any services that you purchase or obtain from us now or in the future is under the terms of the then current Master Services Agreement unless we have some other written agreement gov- erning those services. 6.10 Using iMIS over the Internet (or an intranet that simulates the Internet) requires a hosting site to interact with the users. You are responsible for providing this site and the various equipment and programs needed to operate it. These programs include Microsoft Windows 20xx Server and SQL. Ek- tron Editors and Adobe ColdFusion are needed if you chose to use the older, optional, e-Series. Communit- ies can use the optional ListServ software that we do not provide. If the site will be hosted by your ISP, it has to sign a confidentiality agreement with us. The quality and capacity of the hosting site can affect the speed and quality of connectivity. You should coordinate all of this with your Implementer. 7 Licensee Remedies and Limitation of Liability. 7.1 During the warranty period, if an iMIS Module does not perform as warranted, we will provide you (within a commercially reasonable time period) with one or more of the following as remedies without charge to you: (a) advise you how to achieve substantially the same functionality through a different procedure, (b) provide a version of the Module that does perform as warranted, (c) replace the Module or all of iMIS with a functionally similar program, or (d) cause a refund of sums received by us for the Software Licence for that Module. 7.2 These are your sole and exclusive remedies for any breach of the above warranties. All warranty claims must be addressed to us with a copy to the person (if other than us) who supplied the item(s). 7.3 Neither we nor our Representatives shall in any case be liable for special, incidental, consequential, indirect, general, compensatory, aggravated, exemplary, punitive or other similar damages arising from any breach of these warranties, breach of contract, tort, strict liability, misrepresentation, fraud, negligence, or Licence Agreement for ASI Products – General Terms and Conditions [version 11 June 2013] Page 5 of 7 any other legal theory even if we or our Representatives have been advised of the possibility of such dam - ages. 7.4 The aggregate of: (a) all of our liability and all of the liability of our Representatives arising out of or in connection with this Agreement, whether based on breach of contract, tort, strict liability, or otherwise; and (b) the cost to us of performance of our obligations under Section 7.1 above and under Section 8.3(c) below; shall be limited to the total amount received by us for the Software Licences of the Modules in- volved. 8. Infringement. 8.1 We represent and warrant to you that, to the best of our knowledge, iMIS does not infringe any patent or copyright. We make no other representations or warranties with respect to infringement. 8.2 We shall defend you (with our lawyers), at our expense, against any and all claims (“Claims”) asserted by any person against you and shall also pay, or reimburse you, for any judgments finally awarded and re - lating thereto (including any court costs and legal fees awarded) where the Claim, if true, would be a breach of our warranty in Section 8.1. We will also pay all amounts required under any settlement we reach relating to such Claims. Our obligation under this Section 8.2 is contingent upon the following conditions being met: 8.2.1 You promptly notify us of any Claim of infringement that could be a breach of the warranty in §8.1 8.2.2 We have the right to control fully in a reasonable fashion the defence of any such infringement Claim. 8.2.3 You agree to any settlement of a Claim reached by us, provided that we shall pay all money damages, and 8.2.4 You reasonably cooperate with us in the defence of any such Claim of infringement. 8.3 If a preliminary or final injunction or judgment shall be obtained against your use or operation of iMIS or any part thereof by reason of any alleged infringement or violation that would constitute a breach of our representation in Section 8.1, or if, in our opinion, some of the Software is likely to become subject to a claim for infringement or violation that would constitute a breach of our representation in Section 8.1, we shall, at our expense and option, either: (a) modify the Modules so that they become non-infringing or non-violating; or (b) procure for you the right to continue to use the Modules; or (c) take back the Modules in question and refund of sums received by us for the Software Licences for those Modules under this Agreement, reduced appropriately to take into account your use of the Soft - ware. 8.4 We shall have no liability or obligation to you with respect to any claim of infringement based upon: (a) use of the Software in an application or environment for which it was not designed or that is neither supported by us nor specified by us as being a proper use of the Software; (b) modification of the Software by you or at your direction unless approved in writing by us; or (c) the operation or use of the Software with other equipment or software when such equipment or software is neither supported by us nor specified by us as to be used with the Software. 9. Escrow. We have deposited the source code for all Modules in an escrow account and will continue to deposit Updates to this source code into the account. A licence to use the most recent version of the source code of Modules that you have licensed, for your direct business operation and subject to all other terms and conditions of this Agreement will pass to you under the terms of the escrow upon the occurrence of any of the fol - lowing: (i) we stop providing iMIS (through merger or otherwise) without obligating a successor to offer the Soft- ware; (ii) we are judged as bankrupt by a court, make a general assignment for the benefit of creditors, or file a voluntary petition of bankruptcy and the Trustee tries to nullify either the licence or this section of this Agreement.

Licence Agreement for ASI Products – General Terms and Conditions [version 11 June 2013] Page 6 of 7 10. Termination. 10.1 You may terminate the licence granted under this Agreement at any time for any reason. If you fail to comply with any provision of this Agreement, we may, in addition to all other remedies available, terminate the licence by notice to you. If either of us terminates the licence, you will: (a) erase or destroy the original and all copies of the Software; and (b) send us a sworn affidavit stating the original and all copies were erased or destroyed; and (c) send us (if you terminated) the reasons why you have stopped using iMIS. 10.2 Any provision of this Agreement, including your obligation to hold the Software in confidence, which can operate after the termination of the licence, will remain in full force and effect. 11. Miscellaneous. This written Agreement, including the signature page and any Riders or addenda, is the complete and exclusive statement of the agreement between the parties relating to licensing or using software. It supersedes any proposal or prior agreement, oral or written, and any other communications or representations between parties relating to the subject matter of this Agreement. This Agreement may only be amended by the written agreement of the parties titled “Addendum”, “Annex” or “Settlement Agreement” that specifically says that it amends or replaces this Agreement and not, for example, by a letter that infers changes. This Agreement can also be replaced by a new version under the terms of the Software Update Plan. No Representative except for our General Counsel has any authority to agree to any such addendum, annex or settlement and any other warranty or promise shall not be en- forceable by you. If any provision of this Agreement is held by a court to be invalid, illegal, or unenforceable, the remainder of this Agreement shall remain in full force and effect. Any failure to enforce a provision of this Agreement shall not constitute a waiver of that provision or of any other provision. Your rights do not enure to any third party. You may not assign or sub licence your rights under this Agreement without prior written consent from us. The language in this Agreement shall be construed in accordance with its fair and common meaning and not strictly for or against any of the parties. This Agreement will be governed by the laws of the Province of Ontario. You consent to the exclusive jurisdiction of the federal and local courts in the City of Toronto in any action arising out of or in connection with this Agreement. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement. If any legal action is brought by either party against the other regarding the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable legal fees and expenses.

Licence Agreement for ASI Products – General Terms and Conditions [version 11 June 2013] Page 7 of 7