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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
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<br />Intellectual Property by, an unauthorized or prohibited destination; or (ii) transfer the SaaS Product or Terryberry Intellectual
<br />Property to, or allow the use of the Subscription Services or Terryberry Intellectual Property by, any Prohibited Person.
<br />10.3.Commercial Computer Software. If Customer is an agency or contractor of the United States Government, Customer
<br />acknowledges and agrees that: (i) the SaaS Products (including any software forming a part thereof) were developed entirely at
<br />private expense; (ii) the SaaS Products (including any software forming a part thereof) in all respects constitute proprietary data
<br />belonging solely to Terryberry; (iii) the SaaS Products (including any software forming a part thereof) are not in the public domain;
<br />and (iv) the software forming a part of the SaaS Products is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of
<br />DFAR section 252.227-7014 or FAR Part 12.212. Customer shall provide no rights in the Software (including any software forming a
<br />part thereof) to any U.S. Government agency or any other party except as expressly provided in this Agreement.
<br /> 10.4.Notice. Any and all notices, requests, demands and other communications required or otherwise contemplated to be made
<br />under this Agreement shall be in writing and in English to 2033 Oak Industrial Drive NE, Grand Rapids, Michigan 49505, United
<br />States, Attn: General Counsel, provided by one or more of the following means and deemed to have been duly given (i) if delivered
<br />personally, when received; (ii) if delivered by certified or registered mail (postage prepaid and return receipt requested), when
<br />received; (iii) if transmitted by facsimile (to those for whom a facsimile number is set forth below), on the date of receipt of the
<br />transmission confirmed by receipt of a transmittal confirmation; or (iv) if delivered by courier SaaS Product, on the third business
<br />day following the date of deposit with such courier service. Either Party may change its address by giving notice as provided herein
<br />of the new address to the other Party. Notices to Terryberry shall be sent to the address specified for the applicable Terryberry
<br />entity below. Notices to Customer shall be sent to the address provided on the Order.
<br />10.5.Governing Law; Jurisdiction.
<br /> 10.5.1.Customers Located in Canada, the United States, or the Americas. If Customer’s billing address set forth on the Order is
<br />located in Canada, North America, Central America, or South America, each Party agrees to the governing law of the State of
<br />Michigan, United States, without regard to choice or conflict of law rules, and to the exclusive jurisdiction of the state and federal
<br />courts located in Kent County, Michigan, United States with respect to any dispute, claim, action, suit, or proceeding (including non-
<br />contractual disputes or claims) arising out of or in connection with this Agreement, or its subject matter formation.
<br /> 10.5.2.Customers Located in the United Kingdom, EEA, or APAC. If Customer’s billing address set forth on the Order is located in
<br />United Kingdom, European Economic Area, or the Asia-Pacific Region, each Party agrees to the governing law of England and Wales
<br />without regard to choice or conflict of law rules, and to the exclusive jurisdiction of the state and federal courts located in England
<br />and Wales with respect to any dispute, claim, action, suit, or proceeding (including non-contractual disputes or claims) arising out of
<br />or in connection with this Agreement, or its subject matter formation.
<br />10.5.3.Application of Legislation. Except to the extent expressly required by Applicable Law, neither the United Nations Convention
<br />on Contracts for the International Sale of Goods 1980, nor any international and domestic legislation implementing such
<br />Convention, applies to this Agreement. The Parties’ rights and obligations under this Agreement are solely and exclusively as set
<br />forth in this Agreement and the Uniform Computer Information Transactions Act (“UCITA”), whether enacted in whole or in part by
<br />any state or applicable jurisdiction, regardless of how codified, does not apply to this Agreement and is hereby disclaimed. The
<br />Parties will amend this Agreement as may be necessary to comply with any mandatory disclaimer language required by UCITA in
<br />any applicable jurisdiction.
<br />10.6.Waiver of Jury Trial. To the extent not prohibited by Applicable Law, each of the Parties hereby irrevocably waives any and all
<br />right to trial by jury in any legal proceeding arising out of or related to this Agreement.
<br /> 10.7.Assignment. Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior
<br />written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its
<br />rights and obligations under this Agreement to a successor in interest in the event of a merger or acquisition or to an Affiliate, upon
<br />written notice to the other Party. Any purported assignment, pledge, delegation or transfer in violation of this Section 10.8 is null
<br />and void. All provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against, the
<br />respective successors and permitted assigns of Terryberry and Customer.
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 33 of 36)
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