DEVELOPER SOFTWARE LICENSE AGREEMENT

CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE INSTALLING OR USING
THE "DEVELOPER MATERIALS" (AS BELOW DEFINED). BY INSTALLING AND USING THE DEVELOPER
MATERIALS, YOU CONSENT TO BE BOUND BY, AND BECOME A PARTY TO, THIS AGREEMENT. IF YOU
DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE
DEVELOPER MATERIALS. IF YOU ELECT NOT TO INSTALL, AND HAVE NOT VIOLATED ANY OF THE
TERMS OF THIS AGREEMENT, ANY PAYMENTS FOR THE DEVELOPER MATERIALS WILL BE RETURNED
TO YOU, UPON RETURN TO GENESYS OF THE MEDIA CONTAINING THE DEVELOPER MATERIALS.

1. General.
This Developer Software License Agreement (the "Agreement") is entered into effective on the date
accepted ("Effective Date") by and between GENESYS TELECOMMUNICATIONS LABORATORIES,
INC. ("GENESYS") and the party accepting the terms and conditions of this Agreement ("User").
Genesys and User may also be known individually as a "party" and collectively as the "parties." NOW
THEREFORE, in consideration of the mutual promises herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
A. Agreement. This Agreement shall govern User's use of Genesys Developer Materials, as defined
herein. For the avoidance of doubt, except as otherwise stated in Paragraph 1. B (i) of this Agreement,
this Agreement constitutes the entire agreement between the parties concerning the subject of Genesys
Developer Materials and supersedes all prior or contemporaneous representations, discussions,
proposals, negotiations, conditions, agreements and communications, whether oral or written, between
the parties relating to the subject matter of Genesys Developer Materials and all past courses of dealing
or industry custom. Except as otherwise expressly stated herein, no Agreement or modification of any
provision of this Agreement shall be effective unless in writing and signed by each party.
B. Precedence. (i) Notwithstanding anything to the contrary herein contained, in the event User has
executed a development agreement with Genesys, received by User during or after October, 2007 ("2007
Development Agreement"), the terms of the 2007 Development Agreement shall govern for the purposes
of the subject matter of this Agreement. To that end, the 2007 Development Agreement is hereby ratified
by each party and shall remain in full force and effect in accordance with its terms and conditions. (ii) In
the event User has not executed a 2007 Development Agreement, and in the event of any inconsistency
or conflict between the terms and conditions of this Agreement and any other agreement regarding the
purposes of the subject matter of this Agreement, the terms and conditions of this Agreement shall
govern for the purposes of the subject matter of this Agreement.

2. Definitions.
(a) "User Products" means the commercially available software products that are owned or licensed by
User, which products access, communicate or interoperate with Genesys Products through
Developed Works.
(b) "Derivative Work" means a new or modified work that is based on or derived from all or any part of
Genesys Products, including without limitation, a revision, modification, translation, localization,
adaptation, abridgment, port, condensation or expansion, in any form, of the Genesys Products, or
any work that would infringe any copyright or any other Intellectual Property Right in the Genesys
Products or that uses trade secrets or other Proprietary Information embodied in or used by the
Genesys Products.
(c) "Designated CPU" means the designated hardware upon which the Developer Materials is installed.
(d) "Designated Site" means that single facility of User at which the Developer Materials is installed and
which shall be identified in the Order.
(e) "Developed Works" means the software code (including without limitation the application or
integration) developed by User by using the Developer Materials, which software code enables User
Products to access, communicate or interoperate with Genesys Products solely through Genesys
proprietary interface elements, application program interfaces ("API") and/or software development
kits ("SDK").
(f) "Developer Materials" means Genesys developer tools, in object code (and clear text formats if
applicable) only (which may include modifiable script files which shall not be modified by User), and
Documentation, ordered by User pursuant to an Order. Developer Materials includes the Genesys
 developer tool components that are included within Genesys GVP Developer Edition (but do not
include any other portion or the whole of Genesys GVP Developer Edition). Developer Materials
excludes:
i. any Genesys SDK that is not obtained pursuant to an Order;
ii. any Genesys API that has not been productized for external use by Genesys;
iii. any Genesys API that is not a developer tool as hereinabove described; and,
iv. any features or functionality not explicitly set forth in the Documentation.
(g) "Developer Training" means the Genesys technical development courses for the applicable Developer
Materials plus any course prerequisites.
(h) "Genesys Products" means all copies of Genesys commercially available software programs as
listed in the Genesys then-current applicable price list, in object code format, ordered in accordance
with a valid Order, including any Documentation provided by Genesys to the User. Genesys reserves
the right, at its reasonable discretion, to add items to or remove items from, and otherwise modify
Genesys Products on the then-current Genesys price list.
(i) "Order(s)" means the document by which User orders Genesys Products and Services. The Order
shall include:
i. the effective date of the Order;
ii. the incorporation of this Agreement by reference;
iii. the Developer Materials being ordered;
iv. the quantity and price;
v. the User;
vi. the Designated Site;
vii. the Designated CPU;
viii. the billing address; and
ix. the destination of the shipment.
All Orders are irrevocable and non-refundable except as provided herein.
(j) "Run-Time License" means the applicable Genesys run-time licenses and fees, and includes
run-time licenses and fees for integrations ("Connectors") and other fees (including applicable
maintenance fees) described in the schedule of applicable Genesys run-time licenses set forth in
Section 3. (c) ("Run-Time Licenses") of this Agreement.
(k) "Subcontractor" means a third party entity or individual independent contractor whom User contracts
to perform on its behalf the authorized development activities set forth in this Agreement to create,
debug, test, and/or deploy Developed Works as works made for hire; provided that:
i. such third party shall not be a competitor of Genesys, as Genesys deems in its reasonable
discretion;
ii. User shall notify Genesys in writing of the identity the third party (including without limitation
contact information of such third party) to Genesys prior to the start of any work by such third
party under this Agreement;
iii. User shall bind such Subcontractor, in writing prior to the engagement of such Subcontractor,
by the terms of this Agreement, including, without limitation, restrictions regarding disclosure
and use of Proprietary Information that are no less restrictive than those set forth herein;
iv. User shall properly coordinate and supervise work to be performed by such Subcontractor
hereunder;
v. User shall remain responsible and liable for such Subcontractor's compliance with the provisions
of this Agreement;
vi. User shall ensure that such Subcontractor has assigned all rights, title and interest such
Subcontractor may have or acquire in the Developed Works to User, and shall obtain from such
Subcontractor all necessary waivers of rights by (including without limitation moral rights) in and
to the Developed Works, in favor of User and its authorized assigns and successors; and
vii. User shall ensure that such Subcontractor delivers to User:
(A) the Developer Materials;
(B) the Developed Works; and,
(C) all information, documentation and materials (including without limitation, source code)
 relating to the Developed Works, (the requirements of this Section 2. collectively, "Additional
Subcontractor Requirements"), including without limitation, the Additional Subcontractor
Requirements. For the avoidance of doubt, the Subcontractor shall only have those limited
rights to perform the development activities on behalf of the User as set forth hereunder, and,
once delivered to User, the Subcontractor shall not retain Developer Materials, Developed
Works or any information, documentation and materials relating the Developed Works, or
use any of the foregoing for any other purposes.

3. License Grants and Audit.

(a) Genesys grants to User a limited license to use the Developer Materials solely in accordance with
the Documentation to create one or more User specific objects and/or software files that access,
communicate, or interoperate with Genesys software. Unless expressly set forth herein, User may
not use the Developer Materials for any other purpose. Anything created by the User hereunder shall
be deemed Developed Works as defined above.
(b) Development Rights. Subject to the provisions of this Agreement (including without limitation, all of
the conditions set forth in Section 4. ("Restrictions"), Genesys grants to User a non-exclusive,
non-transferable, terminable license, without any right to sublicense (except as expressly permitted
herein), to permit its employees or a Subcontractor to use the Developer Materials described in a
valid Order issued by User, solely in accordance with the Documentation and the schedule of
authorized integration development activities set forth at the Genesys Developer Program web page
located at the following URL: [http://www.genesyslab.com/storage/legal/sdk/], to create, debug,
and/or test the Developed Works. For the avoidance of doubt, Genesys reserves the right to amend
the information set forth at the aforementioned Genesys Developer Program web page in its sole
discretion.
(c) Run-Time Licenses. User shall comply with policies set forth at the Genesys Developer Program web
page located at the following URL: [http://www.genesyslab.com/storage/legal/sdk/]. For the
avoidance of doubt, Genesys reserves the right to amend Run-Time License related information
published at the Genesys Developer Program web page, in its sole discretion and accordance with
Genesys' applicable standard price list as of the date of the Order. Unless otherwise expressly
agreed to in writing, the provisions of the Run-Time License information set forth herein (and on the
applicable Genesys Developer Program web page) shall supersede any conflicting information in the
Documentation.
(d) Internal Use. Subject to the provisions of this Agreement, User shall be entitled to use the
Developed Works solely for its own internal business operations; provided, however, that User
licenses all applicable Genesys Run-Time Licenses and fees prior to deployment of the Developed
Works.
(e) Audit. During the Term of this Agreement and for two (2) years thereafter, User shall keep complete
and accurate records relating to the Developer Materials and User's compliance with the provisions of
this Agreement. Upon at least thirty (30) days prior Notice, User shall permit Genesys or Genesys'
representatives, at Genesys expense (except as provided herein), to examine and copy as
reasonably necessary its physical and electronic records during User's regular business hours for the
purpose of and to the extent necessary to verify User's compliance with the provisions of this
Agreement. If any such examination conducted by Genesys or its representatives determines any
material non-compliance with the provisions of this Agreement (including without limitation, shortfall
in fees to Genesys), then, in addition to any legal remedies or equitable relief that may be available
to Genesys, User shall be responsible for any expenses incurred by Genesys for any such
examination. Without prejudice to the foregoing, if shortfall in payment to Genesys is so disclosed,
User shall pay Genesys all amounts due within thirty (30) days of Genesys notification to User of
such shortfall.

4. Restrictions.
(a) User shall not directly or indirectly, without the prior written consent of Genesys:
i. copy all or any portion of the Developer Materials, except for one (1) copy of the Developer
Materials for normal backup and archival;
ii. decompile, disassemble or otherwise reverse engineer the Developer Materials or any portion
thereof, or determine or attempt to determine any source code, algorithms, methods, interfaces,
data structures or techniques embodied in or used by the Developer Materials or any portion
thereof (except to the extent, if at all, expressly permitted by applicable law, notwithstanding a
 contractual obligation to the contrary);
iii. create any Derivative Works;
iv. distribute, disclose, market, sell, rent, lease, time-share, assign, sublicense, pledge, encumber
or otherwise transfer or make available the Developer Materials or Developed Works, or rights
granted under this Agreement, as applicable, in whole or in part, to any third party;
v. remove or alter any copyright, trademark, trade name, confidentiality or other proprietary notices,
legends, symbols or labels appearing on or in copies of the Developer Materials;
vi. perform, or release the results of, benchmark tests or other comparisons of the Developer
Materials with other programs;
vii. transfer the Developer Materials, other than the SDKs, to any CPU other than the Designated
CPU or to any site other than the Designated Site
viii. permit the Developer Materials to be used in connection with a service bureau or otherwise used
for processing the data of any third party;
ix. incorporate the Developer Materials or any portion thereof into any other program or product; and
x. use the Developer Materials other than in accordance with the provisions of this Agreement.
User shall not create Developed Works, and shall not permit the Developed Works to be used or
distributed in a manner that subjects or may subject Genesys Proprietary Information, in whole
or in part, to all or part of license provisions which seek to require any Genesys Proprietary
Information to be licensed to or otherwise shared with any third party under provisions that
require such Genesys Proprietary Information to (A) be disclosed or distributed in source code
form; (B) be licensed for the purpose of making Derivative Works; or (C) be redistributable at no
charge.
(b) Without limiting Section 4. (a) above, User's development activities during the Term of this Agreement
shall be subject to all of the following additional conditions:
i. User shall use the Developer Materials to create Developed Works, which, running in conjunction
with Genesys Products and applicable Run-Time licenses (collectively, "Integrated Solution"),
shall conform to design and implementation guidelines and restrictions set forth in the
Documentation and the Genesys Products documentation. Notwithstanding the generality of the
foregoing, the Integrated Solution shall:
(A) Use only Genesys supported SDKs and Genesys Products to access Genesys data;
(B) Not modify data/database schema in Genesys database tables directly using SQL;
(C) Not introduce database triggers or stored procedures that operate on Genesys database
tables;
(D) Not compromise data or application security, access or visibility restrictions enforced by
either Genesys Products or Developed Works;
(E) Not impede the accurate or effective operation of Genesys Products;
(F) Not compromise data integrity of Genesys Products (e.g., if both Genesys Products and
Developed Works can modify the same data, then modifications by Developed Works must
not circumvent data integrity rules of Genesys Products); and
(G) Not cause duplicate copies of data to exist in both Integrated Solution and Genesys
databases.
(H) Not directly or through any third party, distribute, productize, or utilize in anyway, other than
for Internal Use, the Developer Materials, the Developed Works, and/or any User created
integration or connection, to enable Genesys Products to access, communicate or
interoperate with products of competitors of Genesys in the contact center industry, which
products have substantially similar or the same functionality as Genesys Products as
documented in the applicable documentation, and vice versa.
ii. User shall not use the Developer Materials to create a User Product which has substantially
similar or the same functionality as Genesys Products as documented in the applicable
documentation;
iii. User shall be solely responsible for updating the Developed Works as required to access,
communicate or interoperate with the latest release of the Developer Materials and/or Genesys
Products; and
iv. User shall provide to Genesys a description of Developed Work, enabling Genesys to reasonably
confirm that the proposed Developed Work conforms to the terms of this Agreement.
5. Proprietary Rights.
(a) Notwithstanding anything to the contrary in this Agreement, Genesys retains all rights, title and
interest, including without limitation, all patent rights, copyrights, trademarks and trade secrets, in
and to the Genesys Proprietary Information, including without limitation, any copy or portion thereof.
As between User and Genesys, User shall retain all rights, title and interest in and to User Products
and Developed Works. User shall have only those rights in or to Genesys Proprietary Information
expressly granted to User pursuant to this Agreement.
(b) User acknowledges and agrees that Genesys and other licensees of Developer Materials may use,
develop and/or sell the same or similar technology as User's Developed Works or User Products;
provided that such technology is developed without the use of or reference to User's Developed
Works or User Products.
(c) User agrees to take any action reasonably requested by Genesys to evidence, maintain, enforce or
defend the foregoing rights, and agrees not to take any action to jeopardize, limit or interfere in any
manner with Genesys' ownership of, and rights with respect to, the Developer Materials, Genesys
Products or any Derivative Work.
(d) User hereby assigns (and shall cause its personnel, its contractor(s), Subcontractors, or agent(s) as
the case may be to assign), to Genesys all rights (including without limitation, moral rights), title and
interest in and to:
i. any modifications or improvements to the Developer Materials or Derivative Works that are made
by or for User or its employees, agents or contractors (notwithstanding any prohibitions to the
contrary within this Agreement);
ii. any invention or creation made by or for User or its employees, agents or contractors that is
based upon or uses all or any portion of the Developer Materials or Genesys Proprietary
Information (as defined below); and
iii. any report, feedback or other information concerning the Developer Materials provided by User to
Genesys hereunder
(e) User shall have only those rights in or to the Developer Materials and any Derivative Work expressly
granted to User pursuant to this Agreement. Genesys shall reimburse User for all reasonably
incurred direct costs of such transfer.

6. Delivery and Acceptance.

Genesys shall deliver the Developer Materials and Documentation to User after execution of this
Agreement. In the case of physical shipment, delivery shall be deemed to occur at the Genesys
shipping point. In the case of electronic delivery, delivery shall occur when Developer Materials have
been uploaded onto the FTP site and User is provided all necessary passwords for download from such
site. Acceptance shall be deemed to occur upon delivery of the Developer Materials.

7. Payment.
User shall pay the Developer Materials license fees ("Developer Materials License Fees") within thirty
(30) days after date of invoice, which invoice shall be issued on the delivery date of the Developer
Materials. The Developer Materials License Fees set forth in this Agreement shall be subject to change
in accordance with Genesys' applicable standard price list as of the date of the Order. User shall pay the
Annual Maintenance Fee ("AMF") for Developer Materials Maintenance and Support on or before the
delivery date of Developer Materials and on or before the Renewal Date, as applicable. Genesys may
increase the AMF effective on each Renewal Date, by notifying User at least forty-five (45) days prior to
such Renewal Date.

8. Maintenance and Support.

(a) "Maintenance and Support" means the maintenance and support service purchased by User that
provides
i. Maintenance, Minor and Major Releases, if any, and appropriate Documentation to the Developer
Materials;
ii. telephone or email assistance with respect to the Developer Materials between 8:00 AM and
8:00 PM Eastern Standard Time, Monday through Friday and
iii. User access to Genesys support personnel via a message pager twenty-four (24) hours per day,
 seven (7) days per week, for "Critical" issues. Telephone assistance shall comprise:
(A) clarification of functions and features of the Licensed Software,
(B) clarification of Documentation pertaining to the Licensed Software and
(C) error verification, analysis and resolution. Genesys shall only provide Maintenance and
Support for the Current Version of the Developer Materials. All other Genesys standard
Maintenance and Support terms are herewith incorporated by reference.
(b) Genesys shall not provide Maintenance and Support relating to problems arising out of:
i. changes to the operating system or environment which adversely affects the Developer
Materials;
ii. any alterations of or additions to the Developer Materials performed by parties other than
Genesys or at the direction of Genesys;
iii. use of the Developer Materials in a manner for which it was not designed;
iv. accident, negligence or misuse of the Licensed Software;
v. operation outside of the environment or equipment for which the Developer Materials was
designed and licensed;
vi. interconnection of the Developer Materials with other software not supported by Genesys;
vii. modification of the database structure designed to be used by the Developer Materials or
viii. introduction or extraction of data into, or from any Developer Materials database, by any means
other than the use of Genesys application programming interfaces (or documented application
program interfaces published in Developer Materials.
(c) Provided:
i. User's "Designated Contacts" (2 User-appointed User employees to initiate and manage
Maintenance and Support inquiries with Genesys) shall have completed the applicable Genesys
Developer Training, at User's Cost; and,
ii. payment of the AMF Genesys shall provide to User Maintenance and Support for Developer
Materials, in accordance with this Agreement. .
(d) The AMF shall be as set forth on Genesys' applicable standard price list as of the date of the Order.
For purposes of clarification, User acknowledges and agrees that Maintenance and Support is for
Developer Materials only; Genesys shall not provide Maintenance and Support for the development of
Developed Works, or the Developed Works themselves. General development support can be sought
through the Genesys DevZone portal located at the following URL:
[http://www.genesyslab.com/developer], or pursuant to an "SOW" (as below defined) and Services
Order. Genesys shall be entitled to charge reasonable additional fees for all support services provided
beyond the scope of Genesys' support obligations set forth in this Section 8. ("Maintenance and
Support").
(e) Maintenance and Support shall be provided to User for a period of twelve (12) months commencing
on the Effective Date ("Initial Maintenance Term") and for consecutive twelve (12) month terms
commencing on each anniversary of the Effective Date ("Renewal Date") (each such term being a
"Renewal Maintenance Term"), as agreed upon by the parties (collectively, "Maintenance Period").
Maintenance and Support provisions of this Agreement shall expire at the end of the Maintenance
Period unless renewed by the parties by issuance and acceptance of an Order. Genesys shall notify
User of an impending expiration at least forty-five (45) days prior to the last date of the Initial
Maintenance Term or a Renewal Maintenance Term ("Expiration Date") and User shall, at least thirty
(30) days prior to the then-current Expiration Date, either notify Genesys of its intent not to renew or
issue a Maintenance and Support renewal Order.
(f) If Maintenance and Support is terminated or expires, the parties may agree in writing to subsequently
renew Maintenance and Support. In such case, as a prerequisite to renewal, User shall pay all
Maintenance and Support fees that would have been due had Maintenance and Support not
terminated or expired.

9. Professional Services.
(a) Genesys shall provide the professional services described in a Statement of Work ("SOW") executed
by the parties (collectively, the "Services").
(b) Genesys shall control the manner by which the Services are performed and may subcontract or
assign any or all of its obligations and rights under this Agreement. Any such subcontract or
 assignment of the Services is subject to User's consent, which consent shall not be unreasonably
withheld or delayed.
(c) All Derivative Works, source and object code, specification, designs, processes, techniques,
concepts, improvements, discoveries and inventions made or developed in connection with the
Services (collectively, "Creations") shall be the sole and exclusive property of Genesys.
(d) User is hereby granted a license to use the Creations solely in connection with, and under the same
provisions as, its use of the Licensed Software. Support of Creations is provided on a time and
materials basis under the provisions of this Section 9. ("Professional Services"); Creations are not
supported under Section 8. ("Maintenance and Support") or under any other Maintenance and
Support services provided for Genesys Products.
(e) User shall make available in a timely manner at no charge to Genesys all technical data, computer
facilities, programs, files, documentation, test data, sample output, office space, services, equipment
or other resources reasonably required by Genesys to perform the Services. User assumes the risk
of any problems resulting from the content, accuracy, completeness and consistency of any data,
materials and information supplied by User.
(f) Unless otherwise stated in an applicable Statement of Work, User shall pay Genesys on a time and
materials basis for the Services in accordance with the fees set forth in the Statement of Work.
Genesys shall invoice User on a monthly basis as Services are performed. User shall reimburse all
reasonable travel and other expenses incurred by Genesys in performance of the Services.
(g) Genesys cannot guarantee staffing levels unless User gives a minimum two (2) weeks prior Notice of
a project start date. In the event that User provides a project start date, and such start date is
delayed by more than five (5) days, Genesys cannot guaranty staffing without an additional two (2)
weeks prior Notice of the new project start date. In the event of unscheduled delays during the
course of a project not attributable to Genesys, Genesys cannot guarantee staffing or that a specific
person shall continue to be assigned to such project.

10. Warranty.
(a) User shall be solely responsible for all use, installation, function, performance, operation,
maintenance and support of the Developed Works. GENESYS AND ITS SUPPLIERS MAKE NO
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO ANY
DEVELOPED WORKS, AND GENESYS EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT,
OR THE NUMBER OF CLAIMS, AND WHETHER IN RESPECT OF A BREACH OR DEFAULT IN TH
NATURE OF A BREACH OF CONDITION, OR FUNDAMENTAL TERM OR A FUNDAMENTAL
BREACH:
i. NEITHER GENESYS, NOR ANY OF GENESYS'S SUPPLIERS OR LICENSORS SHALL HAVE
ANY LIABILITY TO USER AND/OR ANY OF USER'S DELAGATES, OR THIRD PARTIES
CLAIMING THROUGH USER, FOR ANY ECONOMIC, CONSEQUENTIAL, INDIRECT,
INCIDENTAL, OR SPECIAL DAMAGES (INCLUDINGN BUT NOT LIMITED TO, ANY LOST
PROFITS) ARISING OUT OF THIS AGREEMENT, AND
ii. GENESYS'S ENTIRE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREENENT SHALL NOT EXCEED THE PARTICULAR: LICENCE
FEES, MAINTENANCE AND SUPPORT FEES, AND/OR SERVICE FEES UNDER AN
APPLICABLE ORDER PLACED TO GENESYS IN RESPECT OF WHICH SUCH CLAIM HAS
ARISEN.
(c) No action arising out of this agreement may be brought by User more than one (1) year after the
cause of action or claim to which it relates first becomes known (or ought to have become known) to
User.

11. Indemnification.
User shall defend or, at its sole discretion, settle, any claim, action or proceeding brought against
Genesys based upon a substantive allegation relating to User's unauthorized possession, use, copying
or distribution of the Developer Materials or any part thereof; the development, performance or use of the
Developed Works; or any representation made by User that Genesys has endorsed, warranted or
supports the Developed Works, and to indemnify Genesys against, and hold Genesys harmless from,
any and all costs and damages finally awarded against Genesys that are directly attributable to such
claim, action or proceeding.

12. Proprietary Information.

(a) "Proprietary Information" means all information and material disclosed by the disclosing party
("Discloser") to the receiving party ("Recipient") (whether in writing, or in oral, graphic, electronic or
any other form) that is marked as (or provided under circumstances reasonably indicating it is)
confidential or proprietary, or if disclosed orally or in other intangible form or in any form that is not so
marked, that is identified as confidential at the time of such disclosure. Proprietary Information,
includes without limitation, the Genesys Products (including, without limitation, Developer Materials,
Derivative Works, Run-Time License related information (including through a Genesys online portal),
the provisions of this Agreement and Genesys training, including the Developer Training, and as to all
training the training materials), User Products, Developer Materials, the provisions of this Agreement,
and any trade secrets, know-how, inventions (whether or not patentable), techniques, processes,
programs, ideas, algorithms, formulas, schematics, testing procedures, software design and
architecture, computer code, internal documentation, design and function specifications, product
requirements, problem reports, performance information, software documents, and other technical,
business, product, marketing and financial information, plans and data. Each party acknowledges
and agrees that the other party's Products embodies substantial creative efforts and constitutes and
contains valuable trade secrets and confidential information of that party.
(b) Recipient shall hold all Proprietary Information in strict confidence and shall not disclose any
Proprietary Information to any third party, other than to its employees or agents who need to know
such information to perform Recipient's obligations or exercise Recipient's rights hereunder and who
are bound by restrictions regarding disclosure and use of such information comparable to and no less
restrictive than those set forth herein. Recipient shall not use any Proprietary Information for the
benefit of itself or any third party or for any purpose other than the performance of Recipient's
obligations or exercise of Recipient's rights hereunder. Recipient shall take the same degree of care
that it uses to protect its own confidential and proprietary information and materials of similar nature
and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the
unauthorized use, disclosure, publication or dissemination of the Proprietary Information. Recipient
shall not make any copies of the Proprietary Information except as necessary to perform its
obligations or exercise its rights hereunder, unless otherwise approved in writing in advance by
Discloser.
(c) The foregoing restrictions on disclosure and use shall not apply with respect to any Proprietary
Information which the Recipient reasonably demonstrates:
i. was or becomes publicly known through no act or omission of Recipient;
ii. was known by Recipient before receipt from Discloser or
iii. becomes known to Recipient without confidential or proprietary restriction from a source other
than Discloser that does not owe a duty of confidentiality to Discloser with respect to such
Proprietary Information. In addition to the foregoing, Recipient may disclose Proprietary
Information to the extent (A) approved by Discloser or (B) Recipient is legally compelled to
disclose such Proprietary Information; provided that Recipient shall (1) promptly notify Discloser
of the notice compelling disclosure, (2) reasonably cooperate with Discloser in protecting against
any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure
and/or use of the Proprietary Information, (3) reproduce any confidentiality or proprietary
markings appearing on the Proprietary Information in the copies of such Proprietary Information,
(4) only furnish the portion of the Proprietary Information that it is required to disclose and (5) use
reasonable efforts to obtain reliable assurances that the disclosed Proprietary Information shall
be treated confidentially. Notwithstanding any such compelled disclosure by the Recipient, such
compelled disclosure shall not otherwise affect the Recipient's obligations hereunder with respect
to Proprietary Information so disclosed.
(d) Recipient acknowledges and agrees that due to the unique nature of Discloser's Proprietary
Information, there may be no adequate remedy at law to compensate Discloser for the breach of any
provision regarding License (including grant, requirements and restrictions), Proprietary Information or
Intellectual Property; that any such breach may result in irreparable harm to Discloser that would be
difficult to measure and that upon any such breach or threat thereof, Discloser shall be entitled to
seek injunctive and other appropriate equitable relief (without the necessity of proving actual
damages), in addition to whatever remedies it may have at law.
13. Term and Termination.
(a) This Agreement shall commence upon the Effective Date and continue in full force and effect for one
(1) year unless earlier terminated as provided herein ("Initial Term"). Thereafter, this Agreement shall
automatically be renewed for successive one (1) year terms commencing on each anniversary of the
Effective Date (each such term being a "Renewal Term;" the Initial Term and Renewal Term shall
together be referred to as the "Term"), unless earlier terminated as provided herein.
(b) Either party may terminate this Agreement by Notice (and in the case of Genesys, may revoke the
license grant) if the other party fails to pay any amount due under this Agreement within thirty (30)
days after Notice of such non-payment or commits a material non-monetary breach of this
Agreement and such breach, if capable of being cured, is not cured within thirty (30) days of a Notice
of termination.
(c) This Agreement may be terminated immediately upon Notice by either party if the other party:
i. violates Sections 3. (b) ("Development Rights") and 3. (d) ("Internal Use"), 4. ("Restrictions"), 5.
("Proprietary Rights") or 12. ("Proprietary Information");
ii. terminates or suspends its business;
iii. becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an
assignment for the benefit of creditors or becomes subject to direct control of a trustee, receiver
or similar authority; or,
iv. becomes subject to any bankruptcy or insolvency proceedings or orders. In addition to any other
appropriate equitable relief (which shall be available without the necessity of proving actual
damages) or remedies it may have at law, if Genesys has terminated this Agreement pursuant to
this Section 13. (c), it shall be entitled to revoke the license granted.
(d) Either party may terminate this Agreement for any reason at any time after the Initial Term upon
providing thirty (30) days Notice to the other party.
(e) Upon any termination or expiration of this Agreement, all licenses granted hereunder shall terminate
and User shall promptly (not to exceed ten (10) days) deliver to Genesys or destroy all copies of the
Developer Materials and all Genesys Proprietary Information, including without limitation, all extracts
of the foregoing and all documents, notes and other materials relating to User's testing and evaluation
of the Developer Materials, and shall furnish to Genesys within the same time period an affidavit
signed by an officer of User certifying that such delivery or destruction has been fully effected.
Payments made by User to Genesys hereunder, including AMF, are non-refundable.
(f) Termination of this Agreement by either party shall not act as a waiver of any breach of this
Agreement and shall not act as a release of either party from any liability for breach of such party's
obligations under this Agreement. Neither party shall be liable to the other for damages of any kind
solely as a result of terminating this Agreement in accordance with its terms, and termination of this
Agreement by a party shall be without prejudice to any other right or remedy of such party under this
Agreement or applicable law.

14. General Terms.

(a) This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law or
otherwise, by User. Subject to the preceding sentence, the rights and liabilities of the parties hereto
shall bind and inure to the benefit of their respective assignees and successors, and is binding on the
parties and their successors and assigns. Any attempted assignment shall be null and void. For the
avoidance of doubt, any change in the ownership or effective management or control of the User will
be deemed to be an assignment for the purposes hereunder.
(b) Nothing contained in this Master Agreement shall be deemed or construed as creating a joint
venture, partnership, agency, employment or fiduciary relationship between the parties. Neither party
has any authority of any kind to bind the other party in any respect whatsoever, and the relationship
of the parties is, and at all times shall continue to be, that of independent contractors.
(c) This Agreement shall be governed by and construed in accordance with the laws of the State of
California, without reference to its conflicts of law provisions, and where applicable, with the federal
law of the United States. Any dispute arising out of or relating to this Agreement shall be subject to
the exclusive jurisdiction of the California state courts in and for San Mateo County, California (or, if
there is federal jurisdiction, the United States District Court for the Northern District of California), and
the parties irrevocably agree to submit to the personal and exclusive jurisdiction of these courts and
that venue therein is proper and convenient. Any judgment or order by any court having proper
 jurisdiction against a party may be enforced in any court having jurisdiction over such party or its
assets. The United Nations Convention on Contracts for the International Sale of Goods shall not
apply in any respect to this Master Agreement or the parties.
(d) The parties acknowledge and agree that any products, licensed materials and information provided
under this Agreement, and any use or transfer thereof, are subject to United States and Canadian
export control laws and regulations, and each party shall comply with all United States and Canadian
export control laws and regulations. In addition to the foregoing, each party shall perform all actions
reasonably required by the other party in order to enable such other party to comply with United
States and Canadian export control laws and regulations. Notwithstanding the foregoing and for the
avoidance of doubt, each party shall be solely responsible for obtaining on its own behalf any
appropriate licenses or other applicable documentation required under United States or Canadian
export control laws and regulations.
(e) User and its employees and agents shall, and each shall cause its contractors, consultants and
subcontractors (all "User Personnel") to comply at their own expense with all applicable local,
national, regional and international laws, ordinances, regulations and codes, standards, directives
and international conventions and agreements, to the extent that any of the foregoing have the force
of law by being directly enforceable by a governmental authority, a court or other proper tribunal,
(collectively "Laws"), including, but not limited to, the US Foreign Corrupt Practices Act ("FCPA") or
similar anti-corruption and/or anti-bribery laws in other countries, the UN Universal Declaration of
Human Rights, child labor laws, data protection and privacy laws, criminal reporting laws or any other
similar laws.
(f) User acknowledges and agrees that User has been made fully acquainted with the Genesys Code of
Conduct (which may be updated from time to time and available at: (
http://www.genesyslab.com/docs/?id=21547)) and agrees to apply the principles set forth therein
with respect to performance of this Agreement and all Purchase Orders and in particular with
reference to non-discrimination of employees, combating bribery of domestic and foreign public
officials, protection of international human rights and environmental responsibility, all as provided in
the Compliance With Laws clause above. User recognizes that violation of this principle and any law
will be a material breach of this Agreement.
(g) If User (or successor or permitted assignee) is an agency or instrumentality of the United States
Government, the Developer Materials are "commercial computer software" and "commercial
computer software documentation," and, pursuant to FAR 12.212 or DFARS 227.7202 and their
successors, as applicable, use, reproduction and disclosure of the Genesys Products is governed by
the provisions of this Agreement.
(h) Except for payment obligations, neither party shall be liable for the failure to perform its obligations
under this Agreement due to events beyond such party's reasonable control including, but not limited
to, strikes, riots, civil disorder, wars (declared or undeclared), terrorism, fire, perils of sea or air, flood,
drought, explosion, sabotage, accident, embargo, acts of God, acts of Federal, State or local
government, or (subject to Section 12. ("Proprietary Information") acts in compliance with any
applicable law, regulation or order (whether valid or invalid) of any court or governmental body. Time
of performance of either party's obligations hereunder shall be extended by the time period
reasonably necessary to overcome the effects of such occurrences, provided, however, that if such
circumstances continue beyond thirty (30) days, the party awaiting performance may cancel this
Agreement or the Order affected.
(i) Any notice, request, demand or other communication required or permitted hereunder shall be in
writing, shall reference this Agreement and shall be deemed to be properly given:
i. when delivered personally;
ii. when sent by facsimile, with written confirmation of receipt;
iii. seven (7) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid or
iv. two (2) business days after deposit with a private industry express courier, with written
confirmation of receipt ("Notices").
(j) All Notices shall be sent to the respective address (with a copy to the Legal Department) set forth (or
to such other address as may be designated by a party by giving Notice to the other party pursuant
to.
(k) The waiver by either party of a breach of or a default under any provision of this Agreement shall be in
writing and shall not be construed as a waiver of any subsequent breach or default under this
Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any
 right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
(l) If the application of any provision of this Agreement to any particular facts or circumstances shall be
held to be invalid or unenforceable by a court of competent jurisdiction, then:
i. the validity and enforceability of such provision as applied to any other particular facts or
circumstances and the validity of other provisions of this Agreement shall not in any way be
affected or impaired thereby; and
ii. such provision shall be enforced to the maximum extent possible so as to effect the intent of the
parties and reformed without further action by the parties to the extent necessary to make such
provision valid and enforceable.