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IBM is an independent contractor, not Client's agent, joint venturer, partner, or fiduciary, and does not undertake to
<br />perform any of Client's regulatory obligations, or assume any responsibility for Client's business or operations. Each
<br />party determines the assignment of its personnel and contractors, their direction, control, and compensation.
<br />Client is responsible for obtaining all necessary permissions to use, provide, store and process content in any services,
<br />maintenance, or support, and grants IBM permission to do the same. Some of Client's content may be subject to
<br />governmental regulation or may require security measures beyond those specified by IBM for an offering. Client will not
<br />input or provide such content unless IBM has first agreed in writing to implement additional required security measures.
<br />Client is responsible to pay communications charges associated with accessing SaaS, Appliance Services, IBM Software
<br />Subscription and Support, and Select Support unless IBM specifies otherwise in writing.
<br />IBM and its subcontractors may process the business contact information of Client, its employees and contractors
<br />worldwide for our business relationship, and Client has obtained the necessary consents. IBM will comply with requests
<br />to access, update, or delete such contact information. IBM may use personnel and resources in locations worldwide and
<br />third party suppliers to support the delivery of products and services,
<br />Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other. EPs are for
<br />use within Client's Enterprise only, and may not be assigned, resold, rented, leased, or transferred to third parties. Any
<br />attempt to do so is void. Lease -back financing of Appliances is permitted. Assignment of IBM rights to receive payments
<br />and by IBM in conjunction with the sale of the portion of IBM's business that includes the product or service is not
<br />restricted.
<br />All notices under this Agreement must be in writing and sent to the address below, unless a party designates in writing a
<br />different address. The parties consent to use electronic means and facsimile transmissions for communications as a
<br />signed writing. Any reproduction of this Agreement made by reliable means is considered an original. This Agreement
<br />supersedes any course of dealing, discussions or representations between the parties.
<br />No right or cause of action for any third party is created by this Agreement or any transaction under it. Neither party will
<br />bring a legal action arising out of or related to this Agreement more than two years after the cause of action arose.
<br />Neither party is responsible for failure to fulfill its non -monetary obligations due to causes beyond its control. Each party
<br />will allow the other reasonable opportunity to comply before it claims the other has not met its obligations. Where
<br />approval, acceptance, consent, access, cooperation or similar action by either party is required, such action will not be
<br />unreasonably delayed or withheld.
<br />1.7 Governing Laws and Geographic Scope
<br />Each party is responsible for complying with: i) laws and regulations applicable to its business and content, and H) import,
<br />export and economic sanction laws and regulations, including those of the United States that prohibit or restrict the
<br />export, re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries,
<br />end uses or end users. Client is responsible for its use of IBM and Non -I BM Products.
<br />Both parties agree to the application of the laws of the country where the transaction is performed (or for services, the
<br />laws of the country of Client's business address) to this Agreement, without regard to conflict of law principles, The rights
<br />and obligations of each party are valid only in the country where the transaction is performed or, if IBM agrees, the
<br />country where the product is placed in productive use, except all licenses are valid as specifically granted. If any
<br />provision is invalid or unenforceable, the remaining provisions remain in full force and effect. Nothing in this Agreement
<br />affects statutory rights of consumers that cannot be waived or limited by contract. The United Nations Convention on
<br />Contracts for the International Sale of Goods does not apply to transactions under this Agreement.
<br />1.8 Agreement Termination
<br />After expiration or termination of its obligations under this Agreement, the Client Originating Company may terminate this
<br />Agreement without cause on one month's notice to the IBM Originating Company, and the IBM Originating Company
<br />may terminate this Agreement on three months' notice to the Customer Originating Company.
<br />If Client acquired or renewed IBM Software Subscription and Support, Selected Support, IBM SaaS, or if Client acquired
<br />or renewed a Program's license prior to the notice of termination, IBM may either continue to provide such services or
<br />allow Client to use the Program for the remainder of the current term(s), or give Client a prorated refund.
<br />The Client Originating Company will be considered to have terminated this Agreement if neither it nor any of its
<br />participating Enterprise companies have placed orders for EPs for 24 consecutive months nor have Software
<br />Subscription and Support or Selected Support in effect, nor have any outstanding quotes for EPs.
<br />Either of us may terminate this Agreement if the other does not comply with any of its terms, provided the one not
<br />complying is given written notice and reasonable time to comply.
<br />Client agrees to promptly discontinue use of and destroy all of Client's copies of a Program upon termination of a license
<br />grant.
<br />Any terms that by their nature extend beyond termination remain in effect until fulfilled, and apply to respective
<br />successors and assignees.
<br />1.9 Eligible Products
<br />IBM determines EPs, and assigns each EP a point value. IBM can add or withdraw EPs (including in CEO Product
<br />Categories), change PA point values, or add or withdraw a license metric for an EP at any time. EPs may not be used to
<br />provide commercial hosting or other commercial information technology services to third parties.
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