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7.0—ADMINISTRATIVE REQUIREMENTS 8.2 Order Requirements 7.1 OEM Licenses. Under Esri's OEM or Solution OEM a. All orders pertaining to this Agreement will be programs, OEM partners are authorized to embed or processed through Licensee's centralized point of bundle portions of Esri products and services with contact. their application or service. OEM partners' business b. The following information will be included in each model, licensing terms and conditions, and pricing Ordering Document: are independent of this Agreement. Licensee will not seek any discount from the OEM partner or Esri (1) Licensee name; Esri customer number, if known; based on the availability of Products under this and bill-to and ship-to addresses Agreement. Licensee will not decouple Esri products (2) Order number or services from the OEM partners' application or (3) Applicable annual payment due service. 7.2 Annual Report of Deployments. At each 9.0—MERGERS, ACQUISITIONS, OR anniversary date and ninety (90) calendar days prior DIVESTITURES to the expiration date of this Agreement, Licensee will provide Esri with a written report detailing all If Licensee is a commercial entity, Licensee will notify Deployments. Upon request, Licensee will provide Esri in writing in the event of(i) a consolidation, merger, records sufficient to verify the accuracy of the annual or reorganization of Licensee with or into another report. corporation or entity; (ii) Licensee's acquisition of another entity; or (iii) a transfer or sale of all or part of Licensee's organization (subsections i, ii, and iii, collectively referred 8.0-ORDERING, ADMINISTRATIVE to as "Ownership Change"). There will be no decrease in PROCEDURES, DELIVERY, AND Fee as a result of any Ownership Change. DEPLOYMENT 9. 1 If an Ownership Change increases the cumulative 8.1 Orders, Delivery, and Deployment program count beyond the maximum level for this Agreement, Esri reserves the right to increase the Fee a. Licensee will issue an Ordering Document upon or terminate this Agreement and the parties will execution of this Agreement and annually thereafter negotiate a new agreement. in accordance with the Quotation. Payment will be 9.2 Wan Ownership Change results in transfer or sale of due and payable within thirty (30) calendar days of a portion of Licensee's organization, that portion of the anniversary date of the Effective Date, with the initial payment due within thirty (30) calendar days Licensee s organization will uninstall, remove, and of execution of this Agreement. Esri's federal ID destroy or transfer the Products to Licensee. number is 95-2775-732. 9.3 This Agreement may not be assigned to a successor b. Upon receipt of the initial Ordering Document from entity as a result of an Ownership Change unless Licensee, Esri will authorize download of the approved by Esri in writing in advance. If the Products to Licensee for Deployment. If requested, Esri will ship backup media to the ship to address assignment to the new entity is not approved, Licensee will require any successor entity to identified on the Ordering Document, FOB uninstall, remove, and destroy the Products, and this Destination, with shipping charges prepaid. For those Agreement will terminate upon such Ownership entities that avoid sales tax by downloading Change deliverables, request for delivery or receipt of tangible media may cause the Fee to be subject to taxes. Licensee acknowledges that should such taxes become due, Esri has a right to invoice and Licensee will pay any such sales or use tax associated with its receipt of tangible media. c. Esri will provide Authorization Codes to activate the nondestructive copy protection program that enables the Products to operate. Ani/A9M0 16.187/ESRI / Enterprise License Page 5 of 5