Tanuki Software, Ltd. Maintenance Support Services Addendum Version 1.3 Maintenance Support Agreement Number: TSIMS-_____________ This Maintenance Support Services Addendum to the Development Software License Agreement, number TSILA-_______________ ("Agreement") is effective on ______ __, ____. All terms and definitions contained in the Agreement to which this Addendum refers shall apply to the Software Program and services provided hereunder unless superseded by the terms below. 1. DEFINITIONS: The following definitions apply to this Addendum. 1.1 "TSIMS" means the annual, prepaid Maintenance Support services plan provided to Licensee by Tanuki Software, Ltd. ("TSI") which includes email based technical support during business hours (wrapper-support@tanukisoftware.com) for the Software Program version licensed hereunder including any applicable Updates and New Versions. 1.2 "New Version" means a major Software Program release that includes new product functionality and is denoted by a whole new product extension number (i.e., 3.3 to 4.0). New Versions shall include the following deliverables online: - documentation, - installation guide, - authorization codes, - release notes. 1.3 "Site" means a single physical location, a single purchasing contact, and a single Licensee support contact where Software Program is in use. TSIMS must be purchased for all Software Programs at a Site when TSIMS is renewed at that Site. 1.4 "Updates" means all bug fixes, patches, workarounds, and enhancements contained in any of the releases of the Software Program (i.e., 3.3 to 3.4). 2. SERVICES: 2.1 Licensee shall be entitled to the level of service as described in Section 7 herein. 2.2 TSIMS is provided subject to the terms and conditions set forth in this Addendum. TSI has no obligation to provide TSIMS unless; (a) Licensee is in compliance with all terms and conditions of the Agreement, (b) the Software Program is unmodified by Licensee or any third party, and is properly maintained by Licensee at the current or immediately preceding version level, (c) and Licensee provides to TSI technical support personnel the name of its sole point of contact for technical support. Additional support services may be available to Licensee at TSI's current hourly consulting rates. 3.3 Prior to or upon expiration of this Agreement, upon Licensee's request, the parties hereto will negotiate in good faith an ongoing Software Program support plan. 3. TERM AND RENEWALS: 3.1 TSIMS shall commence on (a) the day of the Software Program shipment or (b) the date specified in this Agreement; or (c) as otherwise specified and agreed to in writing by TSI but in no case not later than six (6) months from date of Software Program shipment and will continue for a period of one year from the date established in (a), (b) or (c) above. If no specific TSIMS start is established, then TSIMS will commence on the Software Program shipment date. TSIMS may be renewed for subsequent one (1) year periods subject to then current TSIMS fees and the execution of a new Maintenance Support Services Addendum. 4. CONDITIONS AND DISCLAIMER: 4.1 TSI's obligation to provide TSIMS hereunder shall be limited to the express undertakings described herein and shall not extend to any software or hardware products, (a) owned by any third party (b) furnished, modified, revised or repaired by persons other than employees or agents of TSI, (c) operated under improper or unsafe conditions, (d) transferred without notice to TSI, or (e) any Licensee hardware or expendable supplies. TSIMS shall not include, without limitation, relocation or transfer of the Software Program, or modifications required to adapt products to other hardware or to other software not bearing the TSI trademark and not supplied by TSI, or modifications required to bring any outdated TSI Products to a revision level acceptable to TSI. 4.2 Licensee shall notify TSI promptly of problems requiring support or corrective action by TSI. Licensee shall maintain at its own cost (i) any necessary backup and security of software and any data; and (ii) the overall performance of the Licensee system. 5. ASSIGNMENT: The rights to prepaid TSIMS are assignable by Licensee, upon written notice to TSI, to any successor of Licensee who agrees in writing to be bound by the terms hereof and pays for the services provided. 6. Standard level Maintenance and Support 6.1 Scope of Services TSI will provide the following services to all Licensees: - Answers to Installation and Authorization Questions - Product Use Guidance - Problem Diagnosis - Software Program Configuration Help - Software Program Updates - New Media and documentation - New Versions of the Software Program These services exclude explicitly: - Third-Party Products - Hardware Platform Related Support - Operating System Related Support - Integration Advice or Any Other Consulting - Training. TSI maintains training and consulting departments that can assist, on a fee-for-service basis, with some or all of the services explicitly excluded as above. 6.2 Limitation TSI supports the Software Program as described in the then-current price book for which an annual TSIMS fee is paid. However, TSI will fix errors in the current version and the immediately preceding version of the Software Program. The Licensee will provide TSI with all the necessary information on the application, the platform, and the infrastructure at the supported Site. If any of such information is confidential, the Licensee should notify TSI in accordance with the confidentiality provision of the License Agreement. 6.3 Levels of Support 1st Level (or First Line Support) Support includes filing the problem as an issue in TSI's database, querying the TSI database for similar problems, bugs, and resolutions on the topic and communicating a resolution or plan for a resolution back to the Licensee. 2nd Level Support includes further research on the issue and includes, but is not limited to: recreating the problem in house, receiving and working with pieces of Licensee's code that illustrate the behavior; debugging Licensee's code and working to resolve the issue. 2nd Level Support issues are typically assigned to a TSI Product Specialist. 3rd Level Support includes but is not limited to the assistance of Product Support Specialists and Engineering Level Developers to assist in debugging code, providing hints to solve the problem, working with TSI product code to determine root causes. When the Licensee acquires TSI products through a TSI Partner, it is expected that the main support channel will be established through that Partner. In that case, 1st level support will be handled by that Partner, and TSI will communicate solely with the Partner on Licensee's issues. 6.4 Priority of an Issue The Licensee and TSI customer support staff shall jointly set issue priority levels. SEVERITY LEVEL 0 - CRISIS - An emergency deployment or production environment situation where the Software Program is inoperable or fails catastrophically and there is no workaround. SEVERITY LEVEL 1 - HIGH - A detrimental situation where one of the following conditions occurs: 1.) performance of the Software Program degrades substantially under reasonable loads causing a severe impact on use; or 2.) one or more primary functions or commands of the Software Program is inoperable. SEVERITY LEVEL 2 - MEDIUM - Occurs when use of the Software Program is noticeably affected but reasonably correctable by a workaround, documentation change, or patch which may be completely resolved and integrated into a future release. SEVERITY LEVEL 3 - LOW - An inconvenient situation where the Software Program is usable but does not provide a function in the most convenient manner and the Licensee suffers little or no significant impact. 6.5 Licensee Assistance and Responsibility in Problem Resolution When filing an issue, Licensee shall make the following information available to TSI: - Maintenance Support Agreement Number - Version (including revision level) of the TSI Software Program involved and any supporting product of software involved - Platform (Including Operating System Revision Level) of the Operating Environment - Error or other warning or advisory messages which you have been receiving - A reproducible test case where applicable - Any trace, log, and/or console files - Configuration files - Severity Level of problem - Priority Business or other justification for Severity Level 0 priority issues - Licensee responsibility with regard to assisting in resolving the Licensee issue includes providing a Licensee on-site technical contact, whose availability and response should mirror the response level requested of TSI, to provide resource and operational assistance. 6.6 Response/Resolution Time Within the business hours of the Customer Support Engineer responsible for the issue: Response Time: For the most prompt service, relevant technical detail and quickest response time, (generally less than 1 day) issues should be reported via email at wrapper-support@tanukisoftware.com. Response to issues reported to Customer Support through fax, or telephone may have longer response times. Initial Analysis/Resolution Time: Crisis Handled on a Case by Case Basis, but initial response will be within 1 Business Day High Within 5 Business Days Medium Within 10 Business Days Low Subject to Development and Customer Support Priority Resolution means that Customer Support will use its reasonable efforts to resolve Licensee issues as prioritized above. Resolution may include: specification of a workaround; identification of a bug; or the recognition that additional analysis work needs to be done, on the part of Customer Support and the Licensee, which will extend beyond the initial resolution time. In all cases, resolution of issues by Customer Support will require the Licensee to assist in the following: documentation and reproduction of the issue; provision of a Licensee contact person with whom TSI Customer Support can maintain contact to arrange for analysis, testing, systems, and other resources and other tasks in support of resolution of the Licensee's problem and to whom status reports and requests for resources can be addressed. Ongoing communication shall be maintained regarding Licensee issue status and progress towards resolution between TSI Customer Support and the Licensee's issue contact. 6.7 Notification The Licensee will, by default, be notified by e-mail of all relevant updates on the issue since appropriate levels of technical detail are often best captured and presented via written e-mail. TSI's Support staff can also maintain telephone contact with the Licensee, if requested. 6.8 Distribution of Updates Shipment of Updates and New Versions will be made on a request-only basis. Requests can be made through an e-mail message. 6.9 Licensee Issues Are Typically Handled by Customer Support Engineers This is the primary and usual scenario. Contact is maintained between the Licensee and the TSI Customer Support Engineer ("CSE") responsible for the issue. The e-mail address to be used is: wrapper-support@tanukisoftware.com