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initial Copies of the Solution stated on the Order by supplying such Customer shall be solely responsible for maintaining secure and initial Copies (a) by physical shipment, such as on a disc or other media, complete back-up copies of all data that Customer processes using or(b) by electronic delivery, such as by posting it on Superion's network the Solution, which data will be backed-up on not less than a daily for downloading. Physical shipment is on F.O.B. terms, Superior's basis and which will be readily available on machines controlled by shipping point and electronic delivery is deemed effective at the time Customer to facilitate the prompt restoration of such data in the Superion provides Customer with access to download the Solution. The event of any loss of or damage to it. Superion shall have no liability date of such delivery shall be referred to as the "Delivery Date." for any loss or damage caused by Customer's failure to maintain such backed-up copies. 8.3. Support. Beginning on the Order Execution Date and continuing for the duration of the initial support term set forth on the Order ("Initial 8.8. Audit. At Superion's expense and upon written request Support Term"), Superion shall provide the ongoing support services with reasonable notice, Customer will permit Superion, its described in that Order; and Customer shall pay to Superion support personnel or its outside auditors to enter the relevant Customer fees stated on such Order ("Support Fees"). Upon expiration of the Initial locations during normal business hours and audit the number of Support Term, the ongoing support services shall automatically renew copies of the Solution and Documentation in Customer's possession and Customer shall be obligated to pay the Support Fees for additional and information pertaining to Customer's compliance with this annual support periods (each a "Renewal Support Term"), until the Agreement. Such audits shall not occur more than once in any twelve earlier of: (a) a party giving the other notice of its intent to terminate (12.) month period (unless Superion believes, in good faith, that there ongoing support services (in accordance with Section 9.1) at least sixty has been a breach of this Agreement by Customer) and shall be (60) days before the end of the Initial Support Term or Renewal performed in a manner not to disrupt Customer's business and Support Term, as applicable, provided that Superion shall not provide operations and will respect the confidentiality of Customer, its such notice of support termination if such termination would be effective suppliers and customers. Customer will, in a timely manner, prior to whichever is the later of (i) the fifth (5th) anniversary of the Order reasonably cooperate with the auditors and provide the auditors all Execution Date; or (ii) the date which falls at the end of the period assistance as they may reasonably request in connection with the equal to two (2) times the Initial Support Term; or (b) termination of this audit. Customer may require auditors acting on behalf of Superion Agreement. On an annual basis, Superion may increase the Support Fees to execute reasonable confidentiality agreements and comply with payable. Customer's reasonable security requirements, but the requirement will not apply to Superion's internal auditors otherwise bound by 8.4. Support Termination. Upon the effective date of termination of the confiden-Cality conditions of this Agreement. ongoing support services by either party or at any time when Customer has failed to pay Support Fees ("Support Termination Date"): (i) 9. Ott er Provisions. Superion shall discontinue providing all ongoing support services, 9.1. Notices. Reserved Superion's obligations under Section 8.3; (ii) an y Superion warranties under this Agreement shall cease to apply for the p:=rind after 9.2. Defined Terms. As used in this Agreement, the terms below the Support Termination Date; and (iii) Superion shall not be liable for (and their plural forms) have the following meanings: Customer's use of the Solution after the Support Termir,a .ion Date except for Superion's indemnification obligations for any third-pz1:-ty (a) "affiliate" whether capitalized or not, means, with respect claims covered by Section 4.2 or Section 11 of the PSA. to a specified Person, any Person which directly or indirectly controls, is controlled by, or is under common control with the 8.5. Software Warranty. Superion warrants to Customer that for a specified Person as of the date of this Agreement, for as long as period of twelve (12) months from the Delivery Date, the Solutior: (as such relationship remains in effect. delivered to Customer by Superion and when properly used for the purpose and in the manner specifically authorized by this Agreement), (b) "Authorized Recipient" means: (i} with respect to will perform as described in the Documentation in all material respects. Customer, Customer, any Authorized User, any Customer Superion's sole obligation and liability under this warranty is to comply contractor, and any employee of a Customer contractor, provided with the provisions of Section 8.3 of this Agreement. that the contractor is not a competitor of Superion; and (ii) with respect to Superion, its foreign and domestic Affiliates and their 8.6. Remote Access of Installed Software. Provided that Superion respective contractors. performs such services in accordance with the confidentiality provisions of this Agreement, Customer shall permit Superion, at (c) "Authorized User" means a Customer employee. Superion's option, to remotely access the Solution installed at the (d) "Confidential Information" means: (i) Customer Data and Designated Location for the purpose of providing support services to the details of Customer's computer operations; and (ii) information Customer under Section 8.3 and otherwise implementing the purposes of clearly marked as "Confidential" at the time it is provided by the this Agreement. In remotely accessing such Solution, Superion will Disclosing Party to the Receiving Party. Confidential Information comply with Customer's reasonable security procedures and company does not include information that: (aa) prior to the receipt thereof policies that have been provided to Superion in writing. Customer shall under this Agreement, had been developed indevndently by promptly reimburse Superion for arty out-of-pocket costs incurred in Receiving Party, or was lawfully known to Receiving Party, or had complying with such procedures and policies. been lawfully received by Receiving Party from at; a- sources, provided such other source did not receive it due to a Preach of an 8.7. Backup. Customer acknowledges that it is the best judge of the agreement with Disclosing Party, and Receiving Party I new of such value and importance of the data held on Customer's systems and that breach or ought to have reasonably known of such breach; (bb) is ATTy/AGR/2017.226/SPS PROFESSIONAL SERVICES AGREEMENT — EXHIBITS 1 THRU 6 REV: 09-27-17 PR Page 12 of 20