GOVERNMENT CUSTOMER ADDENDUM

As more specifically set forth herein, the terms and conditions of this Government Customer Addendum ("Addendum") apply to any and all access to, or use of, GreyMatter by a U.S. Government Entity Customer. This Addendum is expressly incorporated by reference into each applicable Order for GreyMatter, and by entering into an Order for GreyMatter, or otherwise accessing or using GreyMatter, Customer agrees to be bound by and subject to the terms and conditions of this Addendum. Capitalized terms used in this Addendum and not otherwise defined in context will have the meaning given to such terms in Section 9 (Definitions) or otherwise by the Agreement.

1. Applicability. ReliaQuest (or an Authorized Reseller) may, from time-to-time, enter into Orders for GreyMatter with U.S. Government Entities, which may require additional terms and conditions or changes to the Agreement to comply with applicable law or procurement regulations. This Addendum applies only to U.S. Government Entity Customers.

2. Scope of Rights; Commercial Items. GreyMatter is commercial computer software. The use, duplication, reproduction, release, modification, disclosure, or transfer of GreyMatter, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the Agreement (including this Addendum) in accordance with FAR 12.212. ReliaQuest technical data provided to U.S. Government Entities is subject to and governed by the commercial practices set forth in FAR 12.211. GreyMatter was developed fully at private expense. All other use is prohibited.

3. Taxes. Without limiting the Agreement, ReliaQuest, or the applicable Authorized Reseller, will identify any sales, use, value added, withholding, and other taxes applicable to an Order for GreyMatter and submit such taxes to the U.S. Government Entity by way of an invoice for a determination of applicability.

4. Confidentiality. U.S. Government Entities may be obligated to comply with the FOIA, which may direct the release of certain information that would otherwise be protected from disclosure as "Confidential Information" for the purposes of the Agreement, subject to the applicable exceptions or protections from release under the FOIA (e.g., trade secrets and privileged or confidential commercial or financial information). To the extent Customer believes it must disclose Confidential Information pursuant to the FOIA, Customer will provide ReliaQuest with written notice of compelled disclosure (to the extent legally permitted) and reasonable assistance, at ReliaQuest's expense, in asserting any claims for exceptions or protections from release under the FOIA. The Agreement (including this Addendum) and any contract list price shall not be deemed "Confidential Information" for the purposes of the Agreement, and any issues regarding the release of "unit pricing" will be resolved consistent with the FOIA.

5. Indemnification; Remedies.

5.1. Indemnification. Nothing in the Agreement is intended, or may be construed, to violate or limit the U.S. Department of Justice's right to represent a U.S. Federal Government Entity in any litigation to which such U.S. Federal Government Entity is a party or is interested or to require the U.S. Federal Government Entity to give ReliaQuest sole control of the defense or settlement of any such litigation. Any provisions of the Agreement that would require a U.S. Federal Government Entity to defend or indemnify ReliaQuest shall be limited such that the U.S. Federal Government Entity shall defend or indemnify up to the amount of available appropriations at the time of the claim for which the defense or indemnification obligation arises. The foregoing shall apply mutatis mutandis to a U.S. Government Entity Customer which is not a U.S. Federal Government Entity, if and to the extent required by applicable law; provided, however, that the foregoing does not otherwise modify Customer's obligation to notify ReliaQuest of a claim subject to indemnification under the Agreement.

5.2. Injunctive Relief. Any provision of the Agreement that purports to entitle ReliaQuest to receive, or a U.S. Federal Government Entity to be subject to, injunctive relief shall not apply; provided, however, that the foregoing shall not be construed to limit or waive any right ReliaQuest may have to seek or obtain injunctive, declaratory, or other equitable relief in accordance with or as provided by applicable law.

5.3. Limits on Remedies. If the liability of a U.S. Federal Government Entity is limited by applicable law, such as by the ADA, the liability of ReliaQuest shall be limited to the same extent. Nothing in the Agreement is intended, or may be construed, to violate or limit a U.S. Federal Government Entity's right to recover for fraud or crimes arising out of or related to the Agreement under any federal fraud statute, including the FCA, or to limit a party's liability for any other matter for which liability cannot be excluded by law. Notwithstanding anything in the Agreement to the contrary, neither party will bring a legal action against the other more than six (6) years after the cause of action arose unless applicable law prohibits this contractual limitation.

6. Termination; Suspension. If Customer is a U.S. Federal Government Entity, then the following shall apply:

6.1. Termination. Notwithstanding anything to the contrary in the Agreement, any material breach of the Agreement, or any disputed material breach of this Agreement, will be subject to the CDA. Either party may bring a claim under the CDA to terminate the Agreement if the other party breaches a material obligation under the Agreement and does not dispute the occurrence of the breach and the breach continues uncured, or without a mutually-agreed-upon plan for cure, for a period of sixty (60) days after the party seeking to terminate the Agreement delivers written notice of such breach to the allegedly-breaching party. During any dispute under the Agreement, each party shall, to the extent practicable, proceed diligently with performance under the Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any valid decision of the applicable contracting officer. The foregoing is not intended, and may not be construed, to prohibit ReliaQuest from terminating a U.S. Federal Government Entity's access to, or use of, any Evaluation, Beta Program, or Service Tools, at any time, with or without cause or notice.

6.2. Suspension. Any provision of the Agreement that purports to authorize ReliaQuest to suspend a U.S. Federal Government Entity's access to or use of GreyMatter if a U.S. Federal Government Entity has materially breached the license provisions of the Agreement or uses or allows the use of GreyMatter or any Third-Party Software Products in a manner inconsistent with applicable law or if a U.S. Federal Government Entity fails to pay undisputed fees when due will not apply for purposes of this Addendum, unless a U.S. Federal Government Entity does not dispute the basis for which ReliaQuest may suspend such access or use.

7. Miscellaneous.

7.1. Excusable Delays. For further clarity, the circumstances described in the force majeure provisions of the Agreement shall be excusable delays subject to FAR 52.212-4(f).

7.2. Assignment. ReliaQuest, or its assignee, may assign its rights to receive payment due as a result of performance of the Agreement to a bank, trust company, or other financing institution, including any federal lending agency, in accordance with applicable law; provided, however, that when a third party makes payment (e.g., use of the government-wide commercial purchase card), ReliaQuest may not assign its rights to receive payment under the Agreement. Otherwise, where applicable law prohibits an assignment of the Agreement, neither party may assign the Agreement without the prior written consent of the other party or without following the process prescribed by applicable law or procurement regulations for such assignment (e.g., novation).

7.3. Governing Law. Notwithstanding anything to the contrary in the Agreement:

(a) If Customer is a U.S. Federal Government Entity, then the Agreement is governed by, and shall be construed in accordance with, the applicable federal laws of the United States of America. If the federal laws of the United States of America are not dispositive or require incorporation of state law, then, to the extent permitted by the federal laws of the United States of America, the Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict-of-laws principles. The Agreement does not otherwise affect statutory rights that cannot be waived or changed by contract.

(b) If Customer is a U.S. Government Entity which is not a U.S. Federal Government Entity, then the Agreement is governed by, and shall be construed in accordance with, the applicable laws of the state pursuant to which Customer is created or organized or the state in which Customer's primary headquarters or main office is geographically located. If such applicable state laws are not dispositive, then the Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict-of-laws principles. The Agreement does not otherwise affect statutory rights that cannot be waived or changed by contract.

7.4. Waiver of Jury Trial. The waiver of any right to have a trial by jury set forth in the Agreement is not intended, and may not be construed, to create or give rise by implication to a right to a trial by jury if such right would be inconsistent with the applicable dispute resolution procedures under the CDA.

7.5. Publicity. Notwithstanding anything to the contrary in the Agreement, ReliaQuest may identify or refer to Customer as a ReliaQuest customer on ReliaQuest's website or marketing materials, so long as ReliaQuest does not state that the product or service provided is endorsed, recommended, or preferred by a U.S. Government Entity or is considered by a U.S. Government Entity to be superior to other products or services.

8. General.

8.1. Term; Updates. This Addendum is effective as of the effective date of the applicable Order for GreyMatter or the date on which Customer first accesses or uses GreyMatter, whichever is earliest, and this Addendum will remain in effect for so long as Customer accesses or uses GreyMatter, unless this Addendum or the Agreement expires or is terminated earlier in accordance with this Addendum or the Agreement, as applicable. ReliaQuest may change the terms and conditions of this Addendum from time to time for business purposes and to comply with changes in applicable law and will communicate such changes by posting the updated Addendum on ReliaQuest's website, by email, or by other methods elected by ReliaQuest; provided, however, that any change to this Addendum as described in this sentence that purports to (a) restrict the Customer's rights under this Addendum, (b) increase the fees or other amounts due under an applicable Order for GreyMatter, (c) decrease ReliaQuest's service level agreement or Ongoing Enablement obligations included in an Order, or (d) limit any other Customer rights expressed in the Agreement shall be effective only upon the mutual acceptance of a rider or other amendment to this Addendum (including by way of an Order). Continued use of or access to GreyMatter following any changes to this Addendum constitutes acceptance of the Addendum, as changed.

8.2. Entire Agreement; Conflict. This Addendum, the Agreement, and each applicable Order for GreyMatter are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all prior or contemporaneous oral or written agreements or communications relating to the subject matter of this Addendum. Except as expressly set forth in this Addendum, all terms and conditions of the Agreement remain in full force and effect. In the event of any direct conflict between this Addendum, on the one hand, and the Agreement, on the other hand, this Addendum shall control solely with respect to such direct conflict relating to the subject matter of this Addendum; otherwise, the order of precedence set forth in the Agreement shall apply.

9. Definitions. Except as defined below in this Section 9 or elsewhere in this Addendum, capitalized terms used in this Addendum shall have the meanings assigned to such terms in the Agreement (as defined below).

"ADA" means the Antideficiency Act set forth at 31 U.S.C. §§ 1341–1342, §§ 1511–1519.

"Agreement" means the Platform and Support Agreement between ReliaQuest and Customer governing ReliaQuest's provision of GreyMatter and the Ongoing Enablement activities to Customer.

"CDA" means the Contract Disputes Act set forth at 31 U.S.C. §§ 7101–7109.

"CFR" or "C.F.R." means the Code of Federal Regulations.

"Customer" means the U.S. Government Entity identified in the applicable Order and the party to which ReliaQuest is providing GreyMatter under an Order.

"FAR" means the Federal Acquisition Regulation set forth in Title 48 of the CFR.

"FAR 12.211" means 48 C.F.R. § 12.211.

"FAR 12.212" means 48 C.F.R. § 12.212.

"FAR 52.212-4(f)" means 48 C.F.R. § 52.212-4(f).

"FCA" means the False Claims Act set forth at 31 U.S.C. §§ 3729–3733.

"FOIA" means the Freedom of Information Act set forth at 5 U.S.C. § 552. As used in this Addendum, FOIA also includes any state or local law or regulation equivalent to the FOIA, as the same may be applicable to a particular U.S. Government Entity Customer.

"ReliaQuest" means ReliaQuest, LLC, unless a different ReliaQuest legal entity is expressly named in an applicable Order for GreyMatter.

"U.S.C." or "USC" means United States Code.

"U.S. Government Entity" means a federal, state, or local government entity or agency in or of the United States of America, including an applicable tribal government entity or agency subject to the laws of the United States of America. For further clarity, U.S. Government Entity includes a U.S. Federal Government Entity.

"U.S. Federal Government Entity" means a federal government entity or agency in or of the United States of America.