Motility Software Solutions

This maintenance and support Services Exhibit describes the Motility maintenance and support services purchased in an Order Form.

1. Standard Maintenance and Support.

1.1. Coverage. As part of this Maintenance and Support, Motility will offer maintenance and support solely for the Software licensed under the Agreement. This package shall include:

1.1.1. Software Support and Maintenance. Motility will use commercially reasonable efforts to provide software support that covers telephone, e-mail, and fax support including finance and insurance form programming, parts price book interfacing, labor time guide imports, federal payroll tax tables, and standard periodic updates for the base software. Motility will use commercially reasonable efforts to maintain the Software so that it operates without Defects. This shall include Updates, patches and Upgrades to the Software or its components

1.1.2. Updates and Upgrades. Motility will supply Client with Updates and Upgrades that are made generally available to other customers. Motility may charge delivery charges for providing Updates or Upgrades to Client or, if a fee applies, additional fees for an upgrade. The Updates and Upgrades will either by loaded remotely by Motility, or Client will promptly load all Updates and Upgrades delivered to Client by Motility. Client will promptly load all Updates and Upgrades and will be subject to termination of services if failure to do so means you are not on the most current version of the licensed Software. If changes to Client’s equipment configuration are required as a result of the Update or Upgrade, you agree to make such changes promptly, when required, and at your expense. Except for such Upgrades, Client shall not be entitled to any other Software as part of maintenance and support services.

1.1.3. Version Support Period. Motility shall support a version of the Software for a period of twelve (12) months after such version is made generally available. After the end of support period for a version, such version will not be supported unless Motility, in its discretion, decides to support such previous version.

1.1.4. Update Process. Motility shall notify Client of an Update when the Update is available and upon a notice period made known to Client. Motility typically completes these processes outside normal business hours so as to minimize impact on Client operations. Fixes or Upgrades relating to Level 1 Issues or other critical issues that may affect more than one customer shall be exempt from the four (4) week notice period and may be conducted during business hours if necessary.

1.1.5. Motility Interfaces. Motility offers interfaces that are built based on Third Party Products where selected by Client in an Order Form. As these interfaces are dependent on such third party technology, Motility shall only have an obligation to provide the interface and maintenance and support services for such interface for so long as it has the contractual right to use the Third Party vendor’s technology and it is compatible with the Software. In the event that Motility can no longer provide or support the interface, Client shall work with the Third Party Product Vendor to obtain the rights for Motility to use the Third Party Products solely on Client’s behalf and Motility shall have no liability for the discontinued availability of an interface or Third Party Product, provided that Client provides a pro-rata credit, if available, for any prepaid amounts for such interface.

2. Customization Maintenance and Support.

2.1. Coverage. As part of maintenance and support, Motility shall offer maintenance and support for Software implemented that is specific to the Client.

2.1.1. Customization Maintenance. Motility shall use commercially reasonable efforts to maintain the Customizations to the Software so that it operates without Defects.

2.1.2. Customization Technical Support. Motility shall provide technical support related to bug fixes and resolution of Defects in the Customizations implemented for the Client as per the documented Functional Specifications.

3. Client Internal Support.

3.1. Coverage. All maintenance and support requests that are not covered in the standard maintenance and support packages shall qualify as “Client Internal Support”. This shall include but not be limited to Authorized User errors, usability/training questions, maintenance and support requests that are not due to Defects, maintenance and support requests that are not repeatable or reproducible, maintenance and support requests resulting from Client deviation from recommended use of the Software.

4. Remote Administration System Maintenance and Support.

4.1. Coverage. Motility does not provide system maintenance and administration and Software administration Services to Client as part of standard support. However, Client may elect such maintenance and support as part of a package. The specific coverage agreed to between the Parties shall be selected in the Order Form.

5. Terms of Support.

5.1. Support Scope. All maintenance and support provided by Motility shall be second level. Client shall designate named Authorized Users who shall be authorized to request Maintenance and Support. Motility shall provide maintenance and support only to such named Client Authorized Users.

5.2. Bulletins. From time to time, at its sole discretion, Motility may publish bulletins containing information about Updates and other Motility news. Motility shall send all bulletins to the named Authorized Users designated by Client to the last known address.

5.3. Support Team. Client shall have access to a maintenance and support team consisting of (i) Client Support Representative [CSR], who will log, track and coordinate resolution of issues on a daily basis; (ii) Account Manager who is responsible for ensuring that maintenance and support standards are met on an ongoing basis; and (iii) Executive Sponsor who will be involved as necessary to ensure resolution of escalated issues.

5.4. Support Options. Client shall be able to request maintenance and support either by telephone, email or fax.

5.5. Telephone Support. Motility shall provide telephone assistance to Client with respect to use of the Software and to resolve Defects at telephone numbers designated by Motility from time to time. Motility will provide an unlimited customer support line between the hours of 9:00 a.m. and 6:00 p.m, Eastern Standard Time, Monday through Friday (excluding holidays). A Software Support technician will also be made available after hours for emergencies. Motility will put forth its best efforts to answer all questions in a timely manner, but cannot guarantee any response times or immediate answers posed to support personnel.

5.5.1. Fee Based Services. Motility reserves the right to charge for (i) customized reports, screens, calculations; (ii) creation of finance form graphics; (iii), support, installation, and configuration of computer hardware, networking equipment, printers, operating systems, and non-Motility software (iv) and on-site services.

5.6. Problem Definition. To assist in expeditiously resolving Client’s problem, the Client should, at the time of reporting the issue, record the following information in the Tracker: (i) error messages and indications that Client received when the malfunction occurred; (ii) what the User was doing when the malfunction occurred; (iii) what steps Client has taken to reproduce the malfunction; (iv) what steps Client may have already taken to solve the problem; and (v) system logging.

5.7. Issue Severity Levels. Defects in the Software are classified according to severity of impact on the use of the Software as follows:

5.7.1. Level 1/Blocker. These are issues/support requests that have a fatal impact. This includes all issues that can cause production systems to go down.

5.7.2. Level 2/Critical. These are issues / support requests that have a critical / near fatal impact. This includes all issues that cause severe impairment of daily operations and have no workarounds available.

5.7.3. Level 3/High. These are issues / support requests that have a severe impact on daily operations. This includes all issues that cause severe impairment of daily operations but have some workarounds available.

5.7.4. Level 4/Medium. These are issues / support requests that have a significant impact on daily operations. This includes all issues, which cause general impairment of daily operations but have workarounds available.

5.7.5. Level 5/Low. These are issues / support requests that have a minor impact on daily operations. This includes all issues, which cause some/minor impairment of daily operations and/or have workarounds available.

5.8. Response Time Goals: Motility agrees to use reasonable efforts to acknowl¬edge Software Defects reported to Motility by Client on Motility’s problem reporting form and to use all reasonable efforts to provide Workarounds and Updates. Acknowledgements will be sent to Client via Email or telephone. The following response time goals will be in effect:

5.8.1. Level 1/Blocker. If a Level 1/Blocker issue occurs during normal operating hours, Motility will begin immediate and continuous efforts to reproduce and resolve the Defect, and will carry out those efforts until the Defect is resolved. If a Level 1 Defect occurs after normal operating hours, Motility will respond to the issue no later than two (2) hours the following business day unless Client is covered under Extended Hours Support in which case Motility will start resolution efforts immediately. Motility will use all reasonable efforts to resolve all Level 1 Defects in the shortest time possible, and will review with Client the status on a daily basis or more frequently, if requested. Client is expected to notify Motility of a Level 1 issue by Phone.

5.8.2. Level 2/Critical. If a Level 2/Critical issue occurs Motility will respond within four business hours. Motility will begin immediate and continuous efforts to reproduce and resolve the Defect, and will carry out those efforts until the Issue is resolved.

5.8.3. Level 3/ High. If the Issue is a Level 3/High severity issue, Motility will begin efforts to reproduce the problem no later than 2 hours the following business day. Motility will use reasonable efforts to resolve Level 3 problems within the next Update after reproduction of the reported error.

5.8.4. Level 4/Medium. If the Issue is a Level 4 / Medium severity issue, Motility will begin efforts to reproduce the problem no later than 5 business days. Motility will use reasonable efforts to resolve these issues within the next Update after reproduction of the reported error.

5.8.5. Level 5/Low. If the Issue is a Level 5 / Low severity issue, Motility will begin efforts to reproduce the problem. Motility will use reasonable efforts to resolve these issues within the next Update after reproduction of the reported error.

5.9. Priority Levels. If there are multiple issues at a given severity level, then Motility shall focus efforts on resolving the issue with the higher priority level first

5.10. Inclusion. All workarounds and Updates shall become part of the Software updated and subject to the terms and conditions of the Agreement.

6. Obligations of Client.

6.1. Single Point of Contact. All communications relating to the maintenance and support services shall be supervised, coordinated, and undertaken by no more than 2 designated contact persons (or their alternates in case of the designated contact persons’ absence) per Client work-shift who shall act as a single point of contact between Client and Motility.

6.2. Escalation Contact. Client shall designate a single executive/authorized person and an alternate if that person is unavailable to act as a point of contact should Motility seek to escalate any disagreements with Client team around maintenance and support being provided.

6.3. Remote Connection. Client shall allow and enable Motility to perform maintenance and support via remote connection using standard, commercially available remote control software agreed upon by Client and Motility. Client agrees to obtain a copy of such software and provide such assistance as reasonably necessary to facilitate such maintenance and support. Client shall be solely responsible for instituting and maintaining security safeguards to protect Client’s systems and Data.

6.4. Problem Reporting. Client shall follow the guidelines outlined in Section 5.6 on Problem Definition and Prioritization while requesting maintenance and support. Client acknowledges that failure to follow the suggested guidelines may result in unnecessary maintenance and support costs on Motility and Motility may, at its reasonable discretion, not support such requests as per the terms of this SLA.

6.5. Services Related to Software Upgrades. Client acknowledges and agrees that Upgrades provided by Motility pursuant to this Agreement may require additional services such as training of Client’s personnel or production data migration support which are not part of Support. Such services shall be charged at the then-prevailing rates.

6.6. Testing. CLIENT AGREES TO PROVIDE BASIC TESTING FOLLOWING UPGRADES AND NOTIFY Motility IMMEDIATELY OF ANY KNOWN OR POSSIBLE ISSUES that arise so that Motility can determine the cause and correction needed. If outside of the scope of standard customization or at the discretion of Motility, a fee for such corrections may be assessed.

6.7. Training. Client will ensure all system users are trained to a level of reasonable competence. In the event of access by an unauthorized individual(s), Motility reserves the right to deny access to said individual(s) until adequate authorization is completed.

7. Limitations.

7.1. Client Defects. If Client notifies Motility of a problem and Motility correctly determines that the problem is due to Client’s incorrect or improper use of the Software or failure to comply with the terms of this Agreement (as opposed to a Defect in the Software), at Client’s request in writing approving the Fees therefore, Motility shall use commercially reasonable efforts to correct the problem, and Client shall pay Motility the then-current time and materials rate for all Services provided and all expenses of Motility associated with performance of those Services.

7.2. Disclaimer. Motility shall not be responsible for providing maintenance and support services, Updates, or any other maintenance and support to the extent that Defects arise because Client: (i) uses the Software with gross negligence or willful misconduct, alters, or damages the Software; (ii) uses the Software with any hardware or software not supplied or approved by Motility; (iii) uses the Software in a location other than within the Client Network or by internet remote users not on Client Network within the Licensed Territory; or (iv) otherwise uses in a manner not in accordance with the Agreement.

7.3. Third Party Products. Except for Embedded Third Party Products, maintenance and support services do not cover the operation of Third Party Products including Resale Third Party Products.

7.4. Client Data. On a Non-Hosted Software Model, Motility shall have no responsibility for loss of or damage to Client’s Data, regardless of the cause of any such loss or damage, unless it is determined that such loss is the direct result of gross negligence on part of Motility, its employees or representatives. Client shall take all necessary steps to back-up Client Data.

7.5. Training. Assistance in training Client’s personnel in the installation, administration, servicing, or normal use of the Software is not included as part of maintenance and support. Support does not include answering questions that are readily answered by Documentation that accompanies the Software.