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SPECIFIC TERMS AND CONDITIONS FOR TRUSTWAVE PRODUCTS/SERVICES

1. Structure, Definitions and Interpretation

1.1 These Specific Terms and Conditions (“Specific Terms and Conditions”) for Trustwave Products & Services (the “Services”) comprise of the following parts:

(a) these Specific Terms and Conditions; and

(b) the Singtel General Terms.

1.2 The words and expressions used in these Specific Terms and Conditions, which are defined in the General Terms but are not defined in these Specific Terms and Conditions, shall have the same meanings as defined in the General Terms unless the context otherwise requires.

1.3 The headings or titles to the Clauses in these Specific Terms and Conditions are to facilitate reference and shall not be referred to or relied upon in the construction of any provision of these Specific Terms and Conditions.

1.4 The Customer shall be bound by and shall fully observe and comply with all the General Terms as well as such other terms and conditions as may be agreed or accepted by the Customer. The rights and protections conferred on Singtel under these Specific Terms and Conditions shall be additional to the rights and protections conferred on Singtel under the General Terms and any other terms and conditions agreed or accepted by the Customer.

1.5 In these Specific Terms and Conditions, the following words and expressions shall have the following meanings:

“Change Request” means a request to amend any hardware and/or software configuration on the CPE or Service platform in connection with the Service. “Configuration and Security Policy” means Singtel’s default hardware/software configuration, security gateway and IDPS rules that are implemented for the Service. “Customer Premise Equipment (CPE)” means the equipment (including any hardware, software and any peripherals), provided to the Customer by Singtel and/or the Vendor and located at the Customer’s premises, which are to be used in the provisioning of the Services. “End User Agreement” or “EULA” means end user terms as required by Singtel or the Vendor (as modified from time to time), attached as Schedule 2 hereto and/or integrated into the Product (and which can be accepted by online click through), which the Customer is required to acknowledge, accept and comply with/procure compliance by its end users.

“Fees and Charges” means the fees and charges payable by the Customer to Singtel in respect of the Services hereunder, the Work or any part(s) thereof as specified by Singtel from time to time (including the Monthly Recurring Charges and/or Subscription Charges). “General Terms” means Singapore Telecommunications Limited’s General Terms and Conditions of Service available at URL: www.singtel.com. “Products” shall mean the Trustwave products (including any software) fully described in the Statement of Work. “Recurring Monthly Charges” means the Fees and Charges payable by the Customer on a recurring monthly basis.

“Service/s”, means the Trustwave Products and Services as more fully described in the Statement of Work .

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“Software” means the configuration software script downloaded into the CPEs to allow the implementation and/or provision of the Service.

“SRCA Form” means the form prescribed by Singtel and used by the Customer to subscribe for the Service. “Statement of Work” shall mean the statement of work, attached as Schedule 1 hereto. “Subscription Charges” means the Fees and Charges payable by the Customer on an annual/monthly or quarterly basis, as subscription charges. “Term” means the Initial Contract Term (as defined in Clause 2.2) and any renewal or amendment of the same. “Trustwave” means Trustwave Holdings, Inc. “Vendor/s” means the Trustwave and/or any vendors/partners whose products and services are included as part of the Service. “Work” means any additional work that the Customer requests and to which Singtel has agreed to perform, whether directly or via its sub-contractors, in relation to the Service which Work may include but not be limited to the delivery, onsite installation and configuration of any CPE.

2. Commencement and Duration of Service

2.1 The Services shall commence on the Date of Service Required (as stated in the SRCA Form) or, in the

event that Singtel is unable to provide the Service on the Date of Service Required, the date specified by Singtel in writing, as the case may be (the "Commencement Date of Service").

2.2 The minimum period of subscription for the Service shall be:

(a) a period of twelve (12) months or such other period as stated in the SRCA Form;

or

(b) such other period as may be stipulated by Singtel as the relevant minimum period of

subscription when the Customer applies for the Service;

calculated to commence on the Commencement Date of Service (the “Initial Contract Term”).

Thereafter the Service shall continue in force for successive periods corresponding with the Initial Contract Term unless terminated earlier in accordance with the terms hereof.

2.3 If any additional Services or features are subsequently subscribed to, the Initial Contract Term shall be revised

to commence from the Commencement Date of the said additional Services or features, unless Singtel agrees otherwise in writing.

3. Fees and Charges

3.1 Without prejudice to anything in the General Terms, Singtel reserves the right to vary the Fees and Charges

at any time during or after Initial Contract Term.

3.2 The Customer shall be liable to pay all Fees and Charges for the Service, including the following:

(a) All Fees and Charges including any one-time Fees and Charges for any delivery and/or installation and/or configuration of the CPEs;

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(b) All Monthly Recurring Charges, payable in advance each month, unless otherwise specified in the SRCA

Form or by Singtel;

(c) Subscription Charges; and

(d) All other Fees and Charges as may be levied by Singtel from time to time in respect of any Work done.

3.3 Unless expressly stated otherwise by Singtel in writing, the Fees and Charges are exclusive of any

charges for the de-installation and/or removal of any CPEs. Such charges shall be payable by the Customer in addition to any other Fees and Charges hereunder if and when the relevant CPE(s) are de-installed by Singtel.

3.4 If there is a revision of Singtel’s generally available Fees and Charges for the Service during the Initial

Contract Term, then the Customer shall not be entitled to those revision benefits.

4. Termination

4.1 Termination for convenience: Singtel or the Customer may terminate this Agreement by giving to the other

not less than thirty (30) days’ prior written notice. 4.2 Termination for Cause. Singtel or the Customer may terminate this Agreement, by written notice, for cause, if

any of the following events occur:

i. Either party may terminate for cause if the other party is in material breach of any term, condition or

provision of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days

after such party gives the breaching party written notice of such breach; or

ii. Singtel may terminate for cause if, as to any Service Singtel delivers to Client from a third-party vendor,

such vendor removes or disables access to all or any portion of such Service, ceases to do business or

otherwise terminates its business operations; or

iii. Singtel may terminate for cause if the Customer fails to pay any amount due to Singtel within thirty (30)

days after Singtel gives Client written notice of such nonpayment; or

iv. Singtel may terminate for cause if the Customer (i) terminates or suspends its business, (ii) 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 (iii)

becomes subject to any bankruptcy or insolvency proceeding.

4.3 Licensed CPE Return. Within ten (10) business days after the date of termination or discontinuance of this Agreement for any reason, the Customer agrees to return, at its sole expense without setoff to any fees owed, any CPE(s) to Singtel. The Customer shall retain the risk of loss until such CPE is delivered to Singtel’s premises. The Customer shall be solely responsible for, and shall reimburse Singtel for, any damage caused to the CPE while it is installed at the Customer’s facilities, except to the extent such damage is caused by Singtel personnel. If the CPE(s) are not timely returned or are not in the same condition in which received by the Customer (except for normal wear and tear), Client agrees to pay a fee of $5,000 per CPE.

4.4 Upon termination of the Service, the Customer shall be liable to pay Singtel:

(a) Where the termination date is the same as the expiry date of the Term;

i. the Fees and Charges up to and including the date of termination; and

ii. the applicable Fees and Charges for equipment provided or used by Singtel in respect of the Service up to and including the date of termination.

(b) Where the termination date is before the expiry date of the Term:

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i. the Fees and Charges for the Services (including for equipment provided or used by Singtel

in respect of the Service), up to and including the date of termination; and

ii. 100% of the monthly recurring charges for the balance of the unexpired Term.

iii. all CPE installation and configuration charges in accordance with Singtel’s prevailing rates.

4.5 If the Service is terminated, Singtel or its subcontractor shall be entitled to:

(a) Enter onto the Customer’s premises (with consent, such consent not to be unreasonably withheld or delayed) to repossess the CPE(s);

(b) Sell or otherwise deal with or dispose of any or all of the CPEs in such manner as Singtel may deem

fit; and (c) Remove all relevant access to Singtel Customer portals.

5. Service Requirements and Limitations

5.1 Subject to this Clause 5, Singtel shall supply any CPEs in accordance with the manufacturer’s

technical specifications. Any additions or alterations requested by the Customer shall be at Singtel’s sole discretion and, if supplied, shall be supplied at Singtel’s then prevailing rates.

5.2 The Customer acknowledges that Service availability (including that of any CPEs) shall be subject to:

(a) Availability of stocks, resources including, without limitation, availability of manpower and a suitable network infrastructure at the time at which the Service is requested or is to be delivered;

(b) Geographic and technical capability of the Singtel network and of Singtel’s delivery systems

at the time at which the Service is requested or is to be delivered; and

(c) Provisioning time for any equipment whatsoever that may be required by Singtel to provide the Service.

5.3 The Customer shall ensure that all Customer-provided equipment on its premises that connects to the

Service will perform according to published technical specifications for such equipment and Singtel’s interface, other specifications for the Service and any other requirements as Singtel may specify.

5.4 The Customer agrees that:

(a) It must procure and maintain at its own expense any equipment or software needed to

implement, receive and use the Service, unless Singtel expressly agrees otherwise in writing; and

(b) It shall fully indemnify and hold Singtel harmless at all times against all actions, claims, proceedings,

costs (including legal costs), losses or damages whatsoever, which may be incurred by Singtel or brought against Singtel by any person out of or in connection with any loss or damage to any equipment, including third party equipment, resulting from the Customer’s actions or omissions pertaining to the Service;

(c) It must maintain good engineering and operational practices in its use of any equipment

pertaining to the Service; and

(d) The technical means by which Singtel supplies the Service shall be at Singtel’s sole discretion.

5.5 The Customer acknowledges that the Service includes the on supply of hardware, software and services provided

by Vendors (“On-supplied Products/Services”). Such On-supplied Products/Services shall be governed by the

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respective Vendor’s end user terms as set out in Schedule 2 hereto and/or which are integrated into the Product

and which can be accepted by online click through, between the Customer and the Vendor and to the extent

permitted by law, Singtel shall have no liability whatsoever in respect of any On-supplied Products/Services and

that the Customer and the relevant Vendor shall have direct recourse to each other for the matters governed by

such End User Agreement.

5.6 The Customer hereby accepts the terms of and shall comply at all times with the End User Agreement and shall provide a signed copy to Singtel or accept such terms through an on-line click through process.

5.7 The End User Agreement may be amended from time to time. If Customer do not comply with, or respond to a

request from Singtel or the Vendor to accept or comply with, the End User Agreement, Singtel may cancel Customer’s right to use the Services.

5.8 Customer shall indemnify Singtel against all damages which Singtel, its Affiliates, employees and representatives

may incur in connection with Customer and Customer’s end user’s, use of the Services in violation of applicable law or the relevant End User Agreement.

5.9 Singtel, acting in its capacity as reseller for the Vendor, will invoice the Customer for the Services. 5.10 The Customer acknowledges and agrees that the Vendor of the Product or Service is a third party beneficiary of

Customer’s right of use and may enforce the terms of Customer’s right of use directly. 5.11 Singtel may be required to keep records of and provide details to the Vendor relating to Customer’s use of the

relevant Products or Services and Customer authorises Singtel to do so. 5.12 The Customer shall be solely responsible for all content and applications, including any third party content or

applications, provided to Singtel or a Vendor for delivery via the Vendor or Singtel network (“Content”). Singtel shall have no liability whatsoever with respect to the Content provided by or owned by a Customer. Singtel does not assume and Customer shall be solely responsible for the business and operational risks associated with the Customer’s business or any aspects of the operation or contents of the Customer’s web site(s). Singtel shall have no liability whatsoever for any loss of customer data in the course of providing the Service and Customer agrees to be responsible for backing up all customer data.

5.13 The Customer shall obtain Singtel’s prior written approval before:

(a) Interconnecting the Service to any private or public network whatsoever; or

(b) Making any changes to the Customer's network configuration during the Term.

5.14 Customer acknowledges that:

(a) the Customer shall not under any circumstances change or reconfigure the CPE needed to implement, receive and use the Service.

(b) in providing the Service, Singtel/Vendor’s Personnel will remotely access Customer’s environment from the Singtel network.

(c) the third party Products may require power to operate and will not continue if power is unavailable at Customer’s Site. If continuity of service is essential then Singtel recommends that Customer provides an uninterruptible power supply (UPS) at the Site for the third party Products. The Customer must at all times subscribe for bandwidth as required by the Service.

(d) The Customer will identify and notify to Singtel a designated a u t h o r i z e d point of contact, familiar with the Service to assist with problem resolution and to field all end-user calls.

5.15 (a) Shipping, Title, & Risk of Loss: All products shipped within the United States will be shipped by Trustwave F.O.B. Shipping Point (Freight Prepaid and Added). All products shipped to a final

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destination outside of the United States will be shipped by Trustwave EXW (Ex Works) IncoTerms 2010. The Customer is responsible and will pay for freight, shipping, handling, insurance and other transportation charges, including, but not limited to all applicable import and export fees, customs, duties and surcharges. Notwithstanding the foregoing, title to any CPE or software delivered in connection with the Services shall remain with Trustwave/Singtel. Title and risk of loss to any purchased hardware shall pass to Customer upon shipment; title to software shall remain with Trustwave/Singtel.

(b) In respect of any CPEs, the Customer shall at all times keep all such CPEs, each being deemed to be Singtel Equipment, free from all levies, attachments, liens, encumbrances, charges and other debts. If any claim is made against such CPE by a third party due to any act or omission of Customer resulting in any levy, attachment, lien, encumbrance, charge or debt against such CPE, the Customer shall give Singtel immediate written notice of the claim and shall fully indemnify and hold harmless Singtel from and against any costs, damages and expenses including those that may be incurred by Singtel in defending or responding to any such claim by such third party without any limitation whatsoever.

5.16 The Customer shall not disassemble, decompile, nor make any alterations, additions or improvements to

any CPE, nor shall Customer on-supply, resell or export any such CPE or any part of the Service. 5.17 Without limiting the generality of Clause 5.15, the Customer acknowledges that the Customer assumes

and shall bear the entire risk of any loss, theft, damage and destruction to any CPE from any and every cause whatsoever during the Term until the CPE is properly returned to Singtel or its nominated agent. Accordingly, Customer shall:

(a) Promptly notify Singtel in writing in the event of any damage to, or loss, theft, or destruction of, any

CPE; and

(b) Shall be responsible for, and indemnifies Singtel against, any and all costs and expenses incurred by Singtel in making well or replacing the damaged, lost, stolen or destroyed CPE.

5.18 The Customer shall not, nor permit any other person (without the written consent of

Singtel) to:

(a) Move any CPE to a location other than the location to which it was delivered; or

(b) Change, deface, obscure or remove any label or markings attached to any CPE.

5.19 If the Customer reports any fault and, following an investigation by Singtel, either no fault is found or Singtel determines that the fault is not with the Singtel network, Singtel equipment or the Service, then Singtel may charge the Customer a fee for attending to the fault report at Singtel's then prevailing rates.

5.20 The Customer may, with the written consent of Singtel, purchase additional features or services ancillary to

the Service and, on provision of those additional services or features, these Specific Terms and Conditions shall also apply to those additional services or features.

5.21 Sites: Customer shall:

(a) ensure that Singtel/Vendor Personnel have full and safe access to relevant Customer hardware and

software required for the purpose of providing the Services;

(b) ensure that each Site is at all relevant times ready and available, including all necessary access,

permissions, cabling and security, and of appropriate standard for the equipment and for Singtel or its

representatives to provide any necessary services (either onsite or remotely);

(c) where and to the extent that Singtel Personnel are required to deploy to and/or work within Customer’s

site, Customer must comply with the applicable Work Health & Safety (WH&S) Laws;

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(d) provide suitable and adequate working space around the relevant hardware and software for the use of

our Personnel, including adequate light, heat and ventilation, electric outlets and telephone facilities in

accordance with applicable WH&S laws for safe working environments.

5.22 The Customer is solely responsible for ensuring your collection, use, disclosure and any other handling of data that occurs in relation to use of the Service (including its storage) and ensuring that the information provided to individuals about how their data is handled) complies with all laws. The Customer agrees that Singtel shall be entitled to use and disclose any information or data disclosed by the Customer in accordance with Clause 15 of the General Terms as posted at www.singtel.com. The Customer is entitled to withdraw such consent in the procedure as prescribed by Singtel from time to time. In the course of providing the Services, Singtel may collect information relating to activities on Customer’s network (the “Data”) including, but not limited to, network configuration, TCP/IP packet headers and contents, log files, malicious codes, and Trojan horses. Singtel retains the right to use the Data or aggregations thereof for any reasonable purpose, provided such data does not contain information identifying Customer or disclose any of Customer’s confidential information.

5.23 The service features or service offerings are as set out in the Statement of Work attached as Schedule 1 hereto.

6. Limitation of Liability 6.1 Customer agrees that use of the Service is entirely at Customer's own risk. THE PRODUCTS AND SERVICES

ARE PROVIDED “AS IS” AND SINGTEL NEITHER GRANTS NOR MAKES ANY WARRANTIES, EXPRESS OR

IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS, DESIGNATED EQUIPMENT,

INSTALLED PROGRAMS OR ANY SERVICES PROVIDED BY SINGTEL/VENDOR. FURTHERMORE,

SINGTEL EXPRESSLY DISCLAIMS AND EXCLUDES ALL EXPRESS AND IMPLIED WARRANTIES,

INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,

MERCHANTABILITY, UNINTERRUPTED ACCESS OR NON-INFRINGEMENT. SINGTEL DOES NOT

WARRANT THAT THE OPERATION OF THE PRODUCTS, SERVICES, DESIGNATED EQUIPMENT,

INSTALLED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE PRODUCTS,

SERVICES, DESIGNATED EQUIPMENT, AND INSTALLED PROGRAMS WILL OPERATE IN ANY SPECIFIC

SYSTEM ENVIRONMENT. Singtel does not warrant that the CPE or Services are offered without defect or error,

or that the operation of the CPE or availability of the Services will be uninterrupted or error-free. Furthermore

Client acknowledges and understands that the monitoring for availability of dynamically addressed CPE devices

may result in a greater time window for device outage detection. Client understands and agrees that receiving

the Services does not guarantee Client’s PCI compliance or that Client's information systems will be secure.

Singtel does not warrant that Customer’s use of the Software shall be error-free, uninterrupted, virus-free, or

secure. Customer acknowledges that it has relied on no other warranties and that no other warranties are made

herein by Singtel or any of Singtel’s Vendors. Some states or jurisdictions do not allow the exclusion of implied

warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to

Customer. To the maximum extent permitted by applicable law, any implied warranties are limited to thirty (30)

days.

6.2 Clause 11.1.3 of the General Terms shall be replaced by the following clause, solely in relation to these Specific

Terms and Conditions: “11.1.3 subject always to the exemptions and exclusions set out in paragraphs 11.1.1 and 11.1.2 above, the

Service Provider's liability to the Customer whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any and all losses, damages or liabilities caused or arising from any breach, failure or default of the Service Provider to perform any of its obligations or duties to the Customer (whether arising under any Customer Agreement or at Law) with respect to any Service shall not in aggregate exceed the lower of: (a) the aggregate Fees and Charges in respect of the Service paid or payable by the Customer to the Service Provider during the Term; or (b) SG$ 1,000,000 (Singapore Dollars One Million), provided that nothing in this paragraph 11.1.3 shall apply to limit or restrict the amount recoverable from the Service Provider as compensation for any death or personal injury caused by the negligence or breach of duty (statutory, contractual or otherwise) of the Service Provider.”

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It is clarified for the avoidance of doubt that all other provisions of the General Terms shall continue to remain

in full force and effect. 6.3 In no event will Singtel or any of its Vendors, licensors, employees, contractors, or agents, be liable under this

Agreement or otherwise for any consequential, indirect, special, punitive, or incidental damages incurred by the Customer or any end user, whether foreseeable or unforeseeable and regardless of whether the Customer has been expressly advised of the possibility of such damages, (including but not limited to, claims for loss of data, goodwill, lost profits, loss of use, business interruption, use of money or use of the Services, equipment or installed programs, interruption in use or availability of data, stoppage of other work or impairment of other assets), whether arising out of breach or failure of warranty or related remedies, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. In addition Singtel will not be liable for any damages caused by delay in delivery or furnishing the Services.

6.4 WITHOUT PREJUDICE TO ANY OTHER TERMS HEREOF, SINGTEL SHALL NOT BE LIABLE TO CLIENT

FOR (1) ANY ACTS OR OMISSIONS WHICH ARE NOT THE RESULT OF SINGTEL’S GROSS NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT, (2) ANY OUTAGES OR SLOW DOWNS OF CLIENT'S COMPUTER SYSTEMS RESULTING FROM THE PERFORMANCE OF ANY SERVICES UNLESS SUCH ARE THE RESULT OF SINGTEL’S GROSS NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT, OR (3) ANY LOSSES, COSTS, DAMAGES OR EXPENSES INCURRED BY CUSTOMER RESULTING FROM THE PERFORMANCE OF ANY TEST, UNLESS SUCH ARE THE RESULT OF SINGTEL’S GROSS NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT. Singtel shall incur no liability for any claims arising solely and directly from (i) good faith reliance on the information provided by the Customer, (ii) resulting from any action of the Customer, or (iii) any failure of the installed programs or the equipment due to operator error or security breach caused by Customer.

6.5 Restrictions on Use. Customer acknowledges that the Software and its structure, organization, and source

code constitute valuable trade secrets of Trustwave and its suppliers. Accordingly, Customer shall not, nor shall it permit, assist or encourage any third party to: (i) modify, adapt, alter, translate, or create derivative works from the Software or Documentation; (ii) merge the Software with other software; (iii) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Software or the Documentation to any third party; (iv) make available the Software via an outsourcing, timesharing, service bureau, or other arrangement; (v) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or unbundle any of the programs embedded in the Software; (vi) publish results of any program benchmark tests without Trustwave’s prior written consent; (vii) exceed the permitted number of Workstations and/or Users; (viii) remove any proprietary notices on or relating to the Software; (ix) permit any third party application to access the collection of data indexed by the Software; or (x) otherwise exercise any rights in or to the Software or the Documentation except as expressly permitted hereunder.

6.6 Singtel reserves the right to vary, upon the provision of reasonable notice, change and/or otherwise amend

its Configuration and Security Policy at any time and from time to time in its sole discretion. 6.7 Any service level credits/service level agreement relating to the Service shall constitute the Customer’s sole

and exclusive remedy in respect to any breach of or failure to meet the applicable service levels.

7. Service Provision

7.1 Singtel shall charge for all Work at Singtel’s then prevailing rates.

7.2 In addition to the Fees and Charges in Clause 3 of the General Terms, or in these Specific Terms, a surcharge shall be payable for any Work on public holidays, the eve of public holidays, or outside the following hours:

Monday to Friday 9.00am - 6.00pm

7.3 Where the Customer requests that Singtel provision the Service within a specific period Singtel shall, in

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consultation with the Customer, determine the date ("RFS Date") to complete the Work.

7.4 If Singtel is unable to complete all or any of the Work on or before the RFS Date, then the Customer must

either:

(a) Cancel that part of the Work that Singtel is unable to complete on or before the RFS Date, without being liable to pay the cancellation charges referred to in Clause 5.3 of the General Terms; or

(b) Accept that part of the Work that Singtel has completed on or before the RFS Date, and pay for

the same at Singtel’s then prevailing rate;

And provided always that the Customer shall have no other claim against Singtel, and Singtel shall have no liability in contract, at law or in equity, for failure to complete the Work before the RFS Date.

7.5 If the Customer requests to defer completion of the Work to a date after the originally agreed RFS Date,

then:

(a) The Customer shall be liable to pay a reservation fee at Singtel's then prevailing rate (and, for the

purposes of this clause, the period of reservation shall be the period between the originally agreed RFS Date and the date of completion of the Work); and

(b) If the deferment relates to any CPE installation and is for a period of three (3) or more months after

the originally agreed RFS Date, Singtel shall be entitled to charge the Customer the relevant Fees and Charges for the CPE on the earlier of three (3) months after the originally agreed RFS Date, or on installation of the CPE.

7.6 If the Customer cancels the Work, the Customer shall be liable to pay the cancellation charges at Singtel's

then prevailing rate without prejudice to any of the Customer’s obligations to pay any other sums under these Specific Terms or the General Terms.

7.7 Singtel shall not be liable for any causes beyond Singtel’s reasonable control including but not limited to any

acts of God, diseases, epidemics, social or civil unrest, catastrophic incidents, riots, vandalism, terrorism, lightning, power failure, fire, flood, earth quake, emergency, curfew, industrial disputes, acts or omissions of any person for whom Singtel is not responsible, or any such causes whether similar or otherwise.

7.8 The Service will be provided on a commercially reasonable efforts basis. Singtel and the Vendor, may use

global resources (locally and/or personnel in locations worldwide) in providing the Service to Customer, including escalation of technical support issues where required.

7.9 Singtel will refer to the Customer, any matter raised to Singtel, by a third party relating to Personal Information

in connection with Customer’s use of the Service. Customer must handle all referred matters at Customer’s cost and Customer agrees to indemnify Singtel for all Loss Singtel incurs in respect of any claim or proceedings commenced against Singtel by a third party including a regulator, in relation an individual's Personal Information collected, used, stored or disclosed in relation to Customer’s use of the Service.

7.10 For the purpose of provisioning the Service, the Customer acknowledges that:

(a) The Customer shall provide the necessary operating environment for all CPEs delivered, in

accordance with the equipment manufacturer’s specifications;

(b) The Customer shall provide the necessary rack or shelf space for the CPEs;

(c) The Customer shall assist in obtaining the security clearance at the Customer’s site, if needed, for

Singtel or its subcontractor to enter the workspace;

(d) The Customer shall be responsible to effect all maintenance and repairs to any equipment not

specifically covered by any terms of the maintenance service as Singtel may have agreed to provide

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under the Service;

(e) The Customer shall provide Singtel or its subcontractor all necessary access, assistance, support and services as may be required to assist in the performance of Singtel’s or its subcontractor’s activities in performing any Work; and

(f) Unless otherwise provided in these Specific Terms and Conditions, the Customer shall not make

any subsequent changes to its infrastructure setup that may require Singtel or its subcontractor to redesign or rework any plans, designs or solutions under the Service.

8. Agency 8.1 The Customer hereby appoints Singtel as its duly authorized agent (“Agent”) and gives Singtel full power and

authority to order, purchase, hire and/or lease the CPE, which CPE would be used in connection with the provision of the Services in territories outside of the Republic of Singapore, on the Customer’s behalf from any vendor nominated by the Customer in writing or, where the Customer has not nominated any equipment vendor, from any vendor which Singtel may deem appropriate.

8.2 The Customer hereby adopts, ratifies and shall be liable for all that Singtel does or may do pursuant to the

agency granted to Singtel (“Agency”). 8.3 The Customer agrees to execute all such documents, deeds or instruments that may be required by any service

provider in the territory where the Services are provided, to effect or perfect the Agency. 8.4 The Customer agrees that the Agency created under this Clause shall remain in force until revoked by the

Customer with a written notice given to and acknowledged in writing by Singtel. Revocation of the Agency shall be without prejudice to any rights of Singtel under contract, at law or in equity for the recovery of any damages, costs, expenses or indemnity from the Customer by Singtel and arising both before and after the effective date of revocation.

8.5 The Customer warrants that there are no legal or other impediments to the creation and the existence of the

Agency and agrees to indemnify and keep indemnified in full Singtel against any damages, costs or expenses that Singtel may suffer or incur by reason of a breach of this warranty.

9. Intellectual Property Rights

All intellectual property rights in and to the Products and Services, whether created prior to or as a result of the provision of the Service hereunder, shall at all times remain with Singtel and or Trustwave (as the case may be) and not the Customer.

10. Changes and Modifications

Singtel reserves the right to at any time and from time to time, at its sole discretion, change and modify the Service, any terms and conditions contained in these Specific Terms and Conditions as well as change or modify any addendum, terms of use, policy or guideline incorporated by reference. Any changes or modifications will be effective upon posting thereof on Singtel’s/Trustwave’s website or upon notice to the Customer in writing (including in an electronic format). The Customer’s continued use of the Service thereafter shall constitute the acceptance of such changes or modifications.

11. Compliance with laws

11.1 The Customer shall not, and shall not authorize or permit any third party to, use, sell, license, export, re-export, or otherwise transfer any Product/Service in violation of applicable export, import, or sanctions laws or regulations or with knowledge that such Products/Services will be used directly or indirectly for any purpose that would not be permitted under the aforesaid laws or regulations.

11.2 Customer represents, warrants and undertakes that it is, and shall remain, compliant with all applicable anti-corruption/anti-bribery laws of the jurisdictions where Customer operates.

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12. General

The Service provided by Singtel under these Specific Terms and Conditions may not be re-sold or otherwise re-provided by the Customer to any other person(s) whomsoever. In the event that the Customer desires to re-sell or re-provide the Service, the Customer and Singtel may mutually agree to enter into a separately negotiated agreement prescribed for the same by Singtel containing the terms and conditions for such a re-sale or re-provision.

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SCHEDULE 1: STATEMENT OF WORK 6. Trustwave Unified Threat Management (UTM) Service

Trustwave Unified Threat Management (UTM) offers various security functions consolidated in a

single device. The managed UTM service provides Client with perimeter security controls as the core

component of an overall “defense in depth” corporate security strategy.

Trustwave Managed UTM includes the following components, split between services included in

base subscription pricing and add-on, optional services priced separately:

Services Included in Base Subscription Pricing

Firewall – industry standard firewall with NAT support.

Intrusion Prevention System (IPS) – focused signature library protects against attacks.

Gateway Anti-Virus – over 100,000 virus signatures for web and email protection.

VPN & Network DMZ segments – support for one (1) site-to-site (S2S) VPN connection

and configuration of one (1) local network DMZ segment. Note that the Managed UTM XS-

10 appliance can physically support two network DMZ segments.

Web URL Whitelist/Blacklist support – restriction of or allowance to specific Web sites

by internal users.

Remote Access Control (RAC) – authenticates users for Web-accessible services;

conceals services and applications used on an interim basis. Configured per application upon Client’s written request.

Add-on, Optional Services (priced separately)

Web Content Filtering - prevents inappropriate use of organization’s Internet connection;

configuration of user-level & group policy and category whitelist/blacklist support.

NAC on UTM – Network Access Control (NAC)-based service that detects, alerts and

optionally blocks any unauthorized devices that connect to the network. Please refer to detail

in the “NAC on UTM” section of this Statement of Work.

UTM+IVS – Trustwave’s Managed IVS service hosted on the Managed UTM appliance.

Please refer to detail in the “UTM+IVS” section of this Statement of Work.

Virtual Private Network (VPN) – configuration of encrypted communication links.

Support provided for both Site-to-Site connections and Remote User VPN Clients.

Network DMZ segments – configuration of additional network DMZ segments.

The UTM’s inline IPS and email protection capability of the Anti-Virus components are intended to

protect remote locations and retail outlets where the traffic mixes and varied user activity is limited.

Accordingly, the inline IPS component of the Trustwave Managed UTM provides a focused signature

set of high confidence signatures designed to protect against attacks commonly found in smaller,

less complex network environments. In a similar fashion, the email capability of the Anti-Virus

component protects against viruses found in email traversing the Internet gateway at smaller

locations, where a comprehensive secure email solutions is not needed or necessary.

For larger, more complex network environments, the inline IPS component of the Trustwave

Managed UTM should be complemented by Trustwave’s full-function IPS, which provides an

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expanded signature set to address a more varied traffic mix and user activity upstream and separate

from a remote location.

MSS Services Scope

The following is the Managed Services scope:

UTM Scope (Single or High Availability):

Locations where UTM units are to be placed:

UTM Features to be leveraged by Client:

Firewall IPS Anti-virus

Web Content Filtering

Remote user VPN

Estimated number of remote users: ____

NAC on UTM device detection

UTM+IVS

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SCHEDULE 2: VENDOR USAGE TERMS

Services Agreement (for Services)

1. Definitions

“Client Premises Equipment” or “CPE” means any equipment licensed to Client by Trustwave and used by Trustwave for provision

of the Services.

2. Obligations

a. Trustwave shall provide to Client the services and deliverables (collectively, the “Services”) described in this Agreement.

b. Client shall provide to Trustwave the information described in this Agreement as Trustwave may from time to time reasonably

request in order to perform the Services.

c. Client acknowledges that Trustwave will rely upon the accuracy of information provided by Client and that Trustwave’s

performance is dependent on Client’s timely and effective satisfaction of all of Client’s responsibilities hereunder and timely

decisions and approvals by Client.

d. In the event Client purchases any equipment from Trustwave, Client or its designated agent or contractor shall have sole

responsibility to install and configure the purchased equipment to operate in Client’s networks.

e. Annualized Services must be used each year during the term of this Agreement and such Services cannot be used and/or

credited in subsequent years. Any Services not used within such timeframes shall be forfeited.

3. Proprietary Rights

a. Trustwave Technology and IP. All technology used by Trustwave in connection with performing the Services, including

software, portals, data processing systems (each of the foregoing, in object code and source code form), report templates, and

CPE (collectively, “Trustwave Technology”), and any Trustwave intellectual property (“Trustwave IP”), and any derivative works

of or modifications to the Trustwave Technology or Trustwave IP, is the sole and exclusive property of, and is valuable,

confidential and proprietary to, Trustwave or its licensors. Except as otherwise expressly provided herein, Client shall not

acquire any rights in any Trustwave Technology or Trustwave IP as a result of receiving the Services. The sale of any equipment

conveys no right or license to manufacture, duplicate or otherwise copy or reproduce any of the equipment. Client shall not

remove any proprietary notices on equipment delivered hereunder and may not co-brand or otherwise add any branding or

marking to such equipment or its packaging.

b. Data. In the course of providing the Services, Trustwave may collect information relating to activities on Client’s network (the

“Data”) including, but not limited to, network configuration, TCP/IP packet headers and contents, log files, malicious codes,

and Trojan horses. Trustwave retains the right to use the Data or aggregations thereof for any reasonable purpose, provided

such data does not contain information identifying Client or disclose any of Client’s confidential information.

c. Publicity, Trademarks and Logo. Without prior written approval signed by an authorized representative of Trustwave, Client

shall not, directly or indirectly, (i) use Trustwave’s name or any of Trustwave’s trademarks, service marks or logos, (ii) make

any public announcement related to this Agreement or the Services or (iii) disclose to any third party the fact that Trustwave

is Client’s service provider.

4. Confidentiality

a. “Confidential Information” means any information disclosed by either party to the other (including without limitation,

documents, data centers, prototypes, samples, equipment, all software, benchmark tests, specifications, trade secrets, object

code and machine-readable copies, including Trustwave’s service portals). Confidential Information shall not, however,

include any information which (i) was in the public domain when disclosed; (ii) becomes publicly known after disclosure

through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of

disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of

confidentiality; (v) is independently developed by the receiving party without use of the disclosing party’s Confidential

Information; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the

disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining a protective

order.

b. Each party agrees not to use any Confidential Information of the other party for any purpose other than as contemplated by

this Agreement. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such

party’s employees, except to those employees of the receiving party who are required to have the information in order to

evaluate or engage in discussions concerning the contemplated business relationship. Neither party shall reverse engineer,

disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential

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Information and which are provided to the party hereunder. Each party agrees that it shall take reasonable measures to

protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party.

c. The parties acknowledge that either party’s breach of its obligations of confidentiality may cause the other party irreparable

injury for which it would not have an adequate remedy at law. In the event of a breach, the non-breaching party shall be

entitled to seek injunctive relief in addition to any other remedies it may have at law or in equity.

5. Warranties

a. Trustwave Services. Trustwave warrants that the Services provided under this Agreement shall be performed with that degree

of skill and judgment normally exercised by recognized professional firms performing services of the same or substantially

similar nature. The exclusive remedy for any breach of the foregoing warranty shall be that Trustwave, at its own expense,

and in response to written notice of a warranty claim by Client within 90 days after performance of the Services at issue, re-

perform the Services to conform to this standard.

b. Licensed Equipment (CPE). In the event of a defect in the materials or workmanship of the CPE, Client shall have the right to

return such defective CPE to Trustwave, and Trustwave shall, at Trustwave’s election and expense, either repair or replace

such defective CPE. Client shall be solely responsible for all costs associated with repairing or replacing any CPE damaged by

accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or

humidity control; causes other than ordinary use; or any damage resulting from a breach of Client’s obligations hereunder.

c. Purchased Equipment. Trustwave warrants to Client, for the benefit of Client only, that any purchased equipment (excluding

software) furnished by Trustwave pursuant to the Agreement will be free from defects in material and workmanship for ninety

(90) days from the date of shipment of the equipment. In the event of a defect in the materials or workmanship of the

equipment during said warranty period, Client shall have the right to return such defective equipment to Trustwave, and

Trustwave shall, at Trustwave’s election and expense, either repair or replace such defective equipment. After such warranty

period expires, Trustwave shall have no obligation to repair or replace such equipment. During such warranty period, Client

shall be solely responsible for all costs associated with repairing or replacing any equipment damaged by accident; unusual

physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or humidity control;

causes other than ordinary use; or any damage resulting from a breach of Client’s obligations hereunder.

d. By Client. Client represents and warrants to Trustwave that possession and use of information, specifications and data

provided by Client to Trustwave under the terms and conditions of this Agreement will not constitute an infringement upon

any patent, copyright, trade secret, or other intellectual property right of any third party.

6. Limitation of Liability & Disclaimer of Warranties

a. TRUSTWAVE SHALL NOT BE LIABLE TO CLIENT FOR (1) ANY ACTS OR OMISSIONS WHICH ARE NOT THE RESULT OF TRUSTWAVE’S

GROSS NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT, (2) ANY AMOUNTS IN EXCESS OF ANY FEES PAID BY CLIENT

WITH RESPECT TO THE APPLICABLE SERVICE IN THE TWELVE MONTHS PRECEDING THE CLAIM, (3) ANY OUTAGES OR SLOW

DOWNS OF CLIENT'S COMPUTER SYSTEMS RESULTING FROM THE PERFORMANCE OF ANY SERVICES UNLESS SUCH ARE THE

RESULT OF TRUSTWAVE’S GROSS NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT, OR (4) ANY LOSSES, COSTS,

DAMAGES OR EXPENSES INCURRED BY CLIENT RESULTING FROM THE PERFORMANCE OF ANY TEST, UNLESS SUCH ARE THE

RESULT OF TRUSTWAVE’S GROSS NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT.

b. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, IN NO EVENT WILL TRUSTWAVE BE LIABLE FOR ANY LOSS OF

PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR

CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR

USE OF THE SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT,

INCLUDING NEGLIGENCE, EVEN IF TRUSTWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION,

TRUSTWAVE WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SERVICES.

c. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TRUSTWAVE DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY,

MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR

USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS OR SERVICES PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER

THIS AGREEMENT. Trustwave does not warrant that the CPE or Services are offered without defect or error, or that the

operation of the CPE or availability of the Services will be uninterrupted or error-free. Furthermore Client acknowledges and

understands that the monitoring for availability of dynamically addressed CPE devices may result in a greater time window for

device outage detection. Client understands and agrees that receiving the Services does not guarantee Client’s PCI compliance

or that Client's information systems will be secure.

7. Terms Applicable to Certain Services

a. In the event Trustwave performs Payment Card Industry-related services for Client, the following shall apply:

i. Client is responsible for PCI compliance and notification of any suspected breach of its systems and any fines,

penalties or registration fee imposed by any payment card association or its acquiring bank. Client hereby

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authorizes Trustwave to release a redacted copy of Client’s PCI DSS Report on Compliance (“ROC”) to the PCI SSC

upon the PCI SSC’s written request. Trustwave shall provide Client with notice of such request from the PCI SSC. In

the event Client suffers a credit card compromise, Client authorizes Trustwave to release a copy of its ROC to the

credit card associations upon the credit card associations’ written request. Trustwave shall provide Client with

notice of such request from the credit card association. Finally, Client authorizes Trustwave to release a copy of

Client’s ROC to Client’s acquiring bank. Trustwave shall have the right to retain a copy of Client's information solely

as necessary for Trustwave to comply with the PCI SSC data retention requirements for Qualified Security Assessors.

b. In the event Client purchases portal-based services, such as TrustKeeper services, and/or security testing services, the following

shall apply:

i. Client represents and warrants that Client has full right, power, and authority to consent to have the TrustKeeper

service scan for vulnerabilities the IP address and/or URL and/or domain names identified to Trustwave by Client

for scanning, whether electronically or by any other means, whether during initial enrollment or thereafter.

Without limiting any other remedy that Trustwave may have, Client agrees to indemnify and hold Trustwave and

its affiliates harmless from and against all liabilities, losses, damages, costs and expenses, including without

limitation reasonable attorney’s fees and costs incurred by Trustwave resulting from Client’s breach of this

provision. If applicable, Client shall obtain all consents and authorizations from any third parties necessary for

Trustwave to perform the Services, including without limitation, third party datacenters, co-locations and hosts.

Trustwave will not be required to execute agreements with any such third parties. Client agrees that TrustKeeper,

including without limitation its functionality and contents, is confidential information, and Client’s use and/or

access to TrustKeeper is subject to the terms of the mutual non-disclosure agreement executed by the parties.

Client acknowledges and understands that accessing and scanning IP addresses and penetration testing involves

inherent risks, including, without limitation, risks related to system or network performance and availability, and

data corruption or loss.

ii. Client’s use of Trustwave portals, reports, and scanning solution is subject to the following restrictions: (i) Client

may use the services and portals only to scan IP addresses, URLs and domain names owned by and registered to

Client; (ii) portals, services, and reports may only be used for the stated purposes in this Agreement for Client’s

internal business purposes in accordance with all applicable laws (including any export control laws); and, (iii) Client

shall limit access to portals to only those employees and/or contractors who have an obligation of confidentiality

with Client and only to those who have a requirement for such access on a “need to know” basis and Client shall be

solely responsible for disabling portals accounts for those employees and/or contractors who no longer require

access. Client shall not (i) decompile, reverse engineer, disassemble, or otherwise derive the source code from any

component of the portals including the software embedded therein; (ii) modify, enhance, translate, alter, tamper

with, upgrade or create derivatives works of the portals, software or documentation; or (iii) strip out or alter any

trademark, service mark, copyright, patent, trade secret, ownership or any other proprietary or Intellectual Property

notices, legends, warnings, markings or indications on or within any component of the portals, software or

documentation, or attempt (i), (ii), and/or (iii) above.

c. If Client purchases a digital certificate, Client’s use of such certificate is subject to and governed by the terms and conditions

in the applicable Certification Practice Statement(s), Certificate Policy(ies), Subscriber Agreement and other related

documentation.

8. General

a. Assignment. Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the prior written

consent of the other party; provided, however, that no written consent shall be required to assign this Agreement to any

parent or wholly owned subsidiary of a party, and further provided that Trustwave may assign this Agreement without Client’s

prior written consent to a successor by way of a merger, acquisition, sale, transfer or other disposition of all or substantially

all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective

successors and permitted assigns.

b. Force Majeure. Neither party shall be liable for any default or delay in the performance of its obligations hereunder (except

for payments) if and to the extent such default or delay is caused, directly or indirectly, by acts of God, governmental acts,

accidents, wars, terrorism, riots or civil unrest, fires, storms, earthquakes, floods or elements of nature, or any other similar

cause beyond the reasonable control of such party, provided such default or delay could not have been prevented by

reasonable precautions and cannot reasonably be circumvented by the non-performing party through the use of commercially

reasonable alternative sources, workaround plans or other means.

c. Notice. Except as otherwise provided in this Agreement, all notices, consents, or approvals required by this Agreement shall

be in writing sent by certified or registered mail, postage prepaid, or by electronic mail (receipt confirmed) to, (i) in the case

17

of Trustwave, 70 W. Madison Street, Suite 1050, Chicago, IL 60602, Attn: Legal Department, Email: legal@trustwave.com, and

(ii) in the case of Client, the address and email address set forth on the signature page hereto. Notices shall be deemed effective

on the date of mailing (for certified or registered mail) or the date that receipt is confirmed (for electronic mail). Client agrees

to accept communications from Trustwave via email.

d. Relationship. The relationship between the parties to this Agreement shall be that of independent contractors. Nothing in this

Agreement shall be construed to create or imply a partnership, joint venture, agency relationship or contract of employment.

e. No Third Party Beneficiaries. Nothing herein expressed or implied is intended to or shall be construed to confer upon or give

any person or entity, other than the parties hereto, Trustwave’s affiliates and the Parties’ respective successors and permitted

assigns, any rights or remedies under or by reason of this Agreement.

f. Subcontractors. Client expressly consents to Trustwave’s right to use of subcontractors in connection with the performance of

Services hereunder, provided that Trustwave shall remain responsible for its obligations under this Agreement.

g. No Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, Client shall not, directly or

indirectly, hire or solicit to be hired any employee of Trustwave or any of its affiliates. If Client breaches this provision, Client

shall pay Trustwave two times (2X) the salary paid by Trustwave to such employee so hired. The parties agree that said amount

is a reasonable estimate of the costs and expenses that Trustwave will incur as a result of training and replacing such employee.

h. Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in

writing to be effective.

i. Severability. If any provision in this Agreement is found to be invalid, unlawful or unenforceable, the parties shall agree in good

faith to such amendments as will preserve the intent of this Agreement. If the parties fail to so agree, such invalid provision

will be severed from this Agreement, which will continue in full force and effect.

j. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware,

without giving effect to conflict of law principles. The parties agree that any legal action or proceeding relating to this

Agreement may be instituted in a state or federal court in Cook County, Illinois, and agree to submit to the jurisdiction of, and

agree that venue is proper in, these courts in any such action or proceeding.

k. Directives. Client shall immediately notify Trustwave if Client knows or has reason to believe that Trustwave has been or will

be required, as a result of activity arising out of or related to this Agreement or the services contemplated hereunder, by any

court or administrative agency of the United States or any state, by the Payment Card Industry Security Standards Council, or

by any legal process to respond to any subpoena, search warrant, discovery or other directive under the authority of such

court, administrative agency, governmental inquiry or process in connection with any proceeding or investigation in which

Client or any of its affiliates, officers, directors, agents, employees, or subcontractors is involved. Whether or not such notice

is given by Client, Client shall directly assist Trustwave in Trustwave’s attempt to reduce the burdens of compliance with any

such directive, and Client shall reimburse any and all reasonable expenses incurred by Trustwave and its affiliates in complying

with any such directive, including, but not limited to, attorneys’ fees and Trustwave’s outside counsel attorneys’ fees for

representation and advice, travel and lodging expenses and an hourly labor rate of $275 per hour for all time spent by

Trustwave in responding to such matters.

l. Export Control. Client agrees to comply with all applicable U.S. and foreign export laws, restrictions, and regulations and not

to export or re-export or allow the export or re-export of any product, technology or information it obtains or learns pursuant

to its relationship with Trustwave in violation of any such laws, restrictions or regulations. Client shall bear all expenses relating

to any necessary licenses and/or exemptions with respect to the export from the U.S. of the equipment purchased from

Trustwave to any location in compliance with all applicable laws and regulations prior to the delivery thereof by Client. Client

shall indemnify and hold Trustwave harmless from all claims, damages and related expenses (including reasonable attorneys’

fees) incurred by Trustwave that result from Client’s breach of this provision. TRUSTWAVE SHALL NOT BE LIABLE FOR CLIENT'S

VIOLATION OF ANY EXPORT OR IMPORT LAWS, WHETHER UNDER THE UNITED STATES OR FOREIGN LAW.

m. Entire Agreement; Amendment. This Agreement, together with any software end-user license agreement (EULA) and any non-

disclosure agreement executed between the parties, constitutes the entire agreement between Trustwave and Client

regarding the subject matter hereof. All prior or contemporaneous agreements, proposals, understandings and

communications between Trustwave and Client regarding the subject matter hereof, whether oral or written, are superseded

by and merged into this Agreement. This Agreement may not be modified or amended except by a written instrument executed

by both Trustwave and Client. Notwithstanding anything else in this Agreement or otherwise, in the event of any changes or

updates to applicable laws, regulations, rules, standards, interpretations or other external guidelines (including without

limitation the PCI Data Security Standard or the Payment Application Data Security Standard), Trustwave may, upon notice to

Client, make appropriate revisions to the scope and pricing for any Services that are affected by such changes or updates. The

terms of any Client purchase order are accepted for accounting convenience only. No terms or conditions contained in any

purchase order shall amend this Agreement or shall otherwise constitute an agreement between the parties.

n. Dependencies. Client acknowledges that the provision of Services is dependent upon the performance of Client, and its

affiliates, and that Trustwave shall not be liable for its failure to perform to the extent such failure is due to (i) a failure by

Client or any third party retained by, or under the control of, Client to provide data or materials that Client or such third party

is required to provide to Trustwave or required by Trustwave to perform the services under this Agreement, (ii) a failure by

Client to timely and accurately perform its responsibilities as set forth in this Agreement, or (iii) a failure by Client to obtain

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consents, approvals or access for Trustwave.

ACCEPTED BY CUSTOMER:

[Customer’s name]

By: _______________________

Name:____________________

Date:_____________________