Common use of Software Warranties Clause in Contracts

Software Warranties. AppGate warrants to Customer that Software will function materially in accordance with the Documentation for a period of thirty (30) days from commencement of the Software Term with respect thereto (the “Warranty Period”). Any failure of the Software to function materially in accordance with the Documentation during the Warranty Period for such Software shall be a “non- conformity”. In the event Customer sends written notice to AppGate during the Warranty Period notifying AppGate of any non-conformity with respect to the Software (the “Non-Conformity Notice”), AppGate will use commercially reasonable efforts to remedy such non- conformity. In the event AppGate fails to remedy such non-conformity or provide a mutually agreed work around within thirty (30) days after its receipt of the Non-Conformity Notice, either party may terminate such non-conforming Software and any Support services directly related to such non-conforming Software by providing written notice to the other party, provided, that, the terminating party exercises its right to terminate before AppGate is able to remedy such non-conformity. Notwithstanding the foregoing, Customer shall not have the right to terminate such non-conforming Software or Support services, as applicable, in the event Customer fails to provide AppGate all information reasonably requested by AppGate to resolve the non- conformity. In the event of any delay in Customer providing AppGate any such information, the thirty (30) day period for AppGate to remedy such non-conformity or provide a mutually agreed work around shall be deemed extended by the number of days of such delay. In the event of termination of a Software license or Support services, as applicable, in accordance with this Section 10.a, (i) Customer will not be liable for any “Early Termination Charge” in connection with such termination and (ii) Customer will be entitled to a refund of all pre-paid fees with respect to such terminated Software or Support service, as applicable, and relating to periods of time following such termination. With respect to a perpetual Software license, such refund shall be calculated, as depreciated, on a five (5) year straight line basis (the foregoing shall also apply in the event of a termination of a perpetual Software license (for which Customer is entitled to a refund of pre-paid fees relating to periods of time following termination) pursuant to (a) Customer’s right under the MA to terminate such perpetual Software license as a result of an “Event of Default”, (b) AppGate’s right under the MA to terminate such perpetual Software license as a result of a Claim or potential infringement by the Software of a third party’s intellectual property rights or (c) either Party’s right under the MA to terminate a perpetual Software license as a result of a Force Majeure Event). Notwithstanding anything in this Section 10.a to the contrary, this warranty shall not apply to any non-conformity to the extent resulting from (1) any use of the Software other than in accordance with the Documentation and the Schedule Agreement, (2) a modification to the Software made or caused by Customer or any other party acting on behalf of Customer, (3) any customer data (including, for the avoidance of doubt, Customer Confidential Information and Customer Data), (4) use of the Software in violation of applicable law, (5) use of the Software in combination with any hardware, software, application, equipment, technology or material that was not provided by AppGate, (6) Customer’s or any Authorized User’s failure to use any new or corrected version of the Software made available by AppGate to Customer, or (7) Customer’s or any Authorized User’s negligence or willful misconduct. Except as set forth in the Support Terms with respect to the Software, if any, this Section 10.a states AppGate’s sole obligation, and Customer’s sole and exclusive remedy, in connection with any failure of the Software to function in accordance with the Documentation.

Software Warranties. AppGate Subject to Section 16.j, Appgate warrants to Customer that Software will function materially in accordance with the Documentation for a period of thirty (30) days from commencement of the Software Term with respect thereto (the “Warranty Period”). Any failure of the Software to function materially in accordance with the Documentation during the Warranty Period for such Software (except as set out in Section 16.j) shall be a “non- conformity”. In the event Customer sends written notice to AppGate Appgate during the Warranty Period notifying AppGate Appgate of any non-conformity with respect to the Software (the “Non-Conformity Notice”), AppGate Appgate will use commercially reasonable efforts to remedy such non- conformity. In the event AppGate Appgate fails to remedy such non-conformity or provide a mutually agreed work around within thirty (30) days after its receipt of the Non-Conformity Notice, either party may terminate such non-conforming Software and any Support services directly related to such non-conforming Software by providing written notice to the other party, provided, that, the terminating party exercises its right to terminate before AppGate Appgate is able to remedy such non-conformity. Notwithstanding the foregoing, Customer shall not have the right to terminate such non-conforming Software or Support services, as applicable, in the event Customer fails to provide AppGate Appgate all information reasonably requested by AppGate Appgate to resolve the non- conformity. In the event of any delay in Customer providing AppGate Appgate any such information, the thirty (30) day period for AppGate Appgate to remedy such non-conformity or provide a mutually agreed work around shall be deemed extended by the number of days of such delay. In the event of termination of a Software license or Support services, as applicable, in accordance with this Section 10.a9.a, (i) Customer will not be liable for any “Early Termination Charge” in connection with such termination and (ii) Customer will be entitled to a refund of all pre-paid fees with respect to such terminated Software or Support service, as applicable, and relating which relate to periods of time following such termination. With respect to a perpetual Software license, such refund shall be calculated, as depreciated, on a five (5) year straight line basis (the foregoing shall also apply in the event of a termination of a perpetual Software license (for which Customer is entitled to a refund of pre-paid fees relating to periods of time following termination) pursuant to (a) Customer’s right under the MA to terminate such perpetual Software license as a result of an “Event of Default”, (b) AppGateAppgate’s right under the MA to terminate such perpetual Software license as a result of a Claim or potential infringement by the Software of a third party’s intellectual property rights or (c) either Party’s right under the MA to terminate a perpetual Software license as a result of a Force Majeure Event). Notwithstanding anything in this Section 10.a to the contrary, this warranty shall not apply to any non-conformity to the extent resulting from (1) any use of the Software other than in accordance with the Documentation and the Schedule Agreement, (2) a modification to the Software made or caused by Customer or any other party acting on behalf of Customer, (3) any customer data (including, for the avoidance of doubt, Customer Confidential Information and Customer Data), (4) use of the Software in violation of applicable law, (5) use of the Software in combination with any hardware, software, application, equipment, technology or material that was not provided by AppGate, (6) Customer’s or any Authorized User’s failure to use any new or corrected version of the Software made available by AppGate to Customer, or (7) Customer’s or any Authorized User’s negligence or willful misconduct. Except as set forth in the Support Terms with respect to the Software, if any, this Section 10.a 9.a states AppGateAppgate’s sole obligation, and Customer’s sole and exclusive remedy, in connection with any failure of the Software to function in accordance with the Documentation.

Software Warranties. AppGate Subject to Section 16.j, Appgate warrants to Customer that Software will function materially in accordance with the Documentation for a period of thirty (30) days from commencement of the Software Term with respect thereto (the “Warranty Period”). Any failure of the Software to function materially in accordance with the Documentation during the Warranty Period for such Software (except as set out in Section 16.j) shall be a “non- non-conformity”. In the event Customer sends written notice to AppGate Appgate during the Warranty Period notifying AppGate Appgate of any non-conformity with respect to the Software (the “Non-Conformity Notice”), AppGate Appgate will use commercially reasonable efforts to remedy such non- non-conformity. In the event AppGate Appgate fails to remedy such non-conformity or provide a mutually agreed work around within thirty (30) days after its receipt of the Non-Conformity Notice, either party may terminate such non-non- conforming Software and any Support services directly related to such non-conforming Software by providing written notice to the other party, provided, that, the terminating party exercises its right to terminate before AppGate Appgate is able to remedy such non-non- conformity. Notwithstanding the foregoing, Customer shall not have the right to terminate such non-conforming Software or Support services, as applicable, in the event Customer fails to provide AppGate Appgate all information reasonably requested by AppGate Appgate to resolve the non- non-conformity. In the event of any delay in Customer providing AppGate Appgate any such information, the thirty (30) day period for AppGate Appgate to remedy such non-conformity or provide a mutually agreed work around shall be deemed extended by the number of days of such delay. In the event of termination of a Software license or Support services, as applicable, in accordance with this Section 10.a9.a, (i) Customer will not be liable for any “Early Termination Charge” in connection with such termination and (ii) Customer will be entitled to a refund of all pre-pre- paid fees with respect to such terminated Software or Support service, as applicable, and relating which relate to periods of time following such termination. With respect to a perpetual Software license, such refund shall be calculated, as depreciated, on a five (5) year straight line basis (the foregoing shall also apply in the event of a termination of a perpetual Software license (for which Customer is entitled to a refund of pre-paid fees relating to periods of time following termination) pursuant to (a) Customer’s right under the MA to terminate such perpetual Software license as a result of an “Event of Default”, (b) AppGateAppgate’s right under the MA to terminate such perpetual Software license as a result of a Claim or potential infringement by the Software of a third party’s intellectual property rights or (c) either Party’s right under the MA to terminate a perpetual Software license as a result of a Force Majeure Event). Notwithstanding anything in this Section 10.a to the contrary, this warranty shall not apply to any non-conformity to the extent resulting from (1) any use of the Software other than in accordance with the Documentation and the Schedule Agreement, (2) a modification to the Software made or caused by Customer or any other party acting on behalf of Customer, (3) any customer data (including, for the avoidance of doubt, Customer Confidential Information and Customer Data), (4) use of the Software in violation of applicable law, (5) use of the Software in combination with any hardware, software, application, equipment, technology or material that was not provided by AppGate, (6) Customer’s or any Authorized User’s failure to use any new or corrected version of the Software made available by AppGate to Customer, or (7) Customer’s or any Authorized User’s negligence or willful misconduct. Except as set forth in the Support Terms with respect to the Software, if any, this Section 10.a 9.a states AppGateAppgate’s sole obligation, and Customer’s sole and exclusive remedy, in connection with any failure of the Software to function in accordance with the Documentation.

Software Warranties. AppGate Subject to Section 16.j, Appgate warrants to Customer MSP that Software will function materially in accordance with the Documentation for a period of thirty (30) days from commencement of the Software Term with respect thereto (the “Warranty Period”). Any failure of the Software to function materially in accordance with the Documentation during the Warranty Period for such Software (except as set out in Section 16.j) shall be a “non- conformity”. In the event Customer MSP sends written notice to AppGate Appgate during the Warranty Period notifying AppGate Appgate of any non-conformity with respect to the Software (the “Non-Conformity Notice”), AppGate Appgate will use commercially reasonable efforts to remedy such non- non-conformity. In the event AppGate Appgate fails to remedy such non-conformity or provide a mutually agreed work around within thirty (30) days after its receipt of the Non-Conformity Notice, either party may terminate such non-non- conforming Software and any Support services directly related to such non-conforming Software by providing written notice to the other party, provided, that, the terminating party exercises its right to terminate before AppGate Appgate is able to remedy such non-conformity. Notwithstanding the foregoing, Customer MSP shall not have the right to terminate such non-conforming Software or Support services, as applicable, in the event Customer MSP fails to provide AppGate Appgate all information reasonably requested by AppGate Appgate to resolve the non- non-conformity. In the event of any delay in Customer MSP providing AppGate Appgate any such information, the thirty (30) day period for AppGate Appgate to remedy such non-conformity or provide a mutually agreed work around shall be deemed extended by the number of days of such delay. In the event of termination of a Software license or Support services, as applicable, in accordance with this Section 10.a9.a, (i) Customer will not be liable for any “Early Termination Charge” in connection with such termination and (ii) Customer MSP will be entitled to a refund of all pre-paid fees with respect to such terminated Software or Support service, as applicable, and relating which relate to periods of time following such termination. With respect to a perpetual Software license, such refund shall be calculated, as depreciated, on a five (5) year straight line basis (the foregoing shall also apply in the event of a termination of a perpetual Software license (for which Customer MSP is entitled to a refund of pre-paid fees relating to periods of time following termination) pursuant to (a) CustomerMSP’s right under the MA to terminate such perpetual Software license as a result of an “Event of Default”, (b) AppGateAppgate’s right under the MA to terminate such perpetual Software license as a result of a Claim or potential infringement by the Software of a third party’s intellectual property rights or (c) either Party’s right under the MA to terminate a perpetual Software license as a result of a Force Majeure Event). Notwithstanding anything in this Section 10.a to the contrary, this warranty shall not apply to any non-conformity to the extent resulting from (1) any use of the Software other than in accordance with the Documentation and the Schedule Agreement, (2) a modification to the Software made or caused by Customer or any other party acting on behalf of Customer, (3) any customer data (including, for the avoidance of doubt, Customer Confidential Information and Customer Data), (4) use of the Software in violation of applicable law, (5) use of the Software in combination with any hardware, software, application, equipment, technology or material that was not provided by AppGate, (6) Customer’s or any Authorized User’s failure to use any new or corrected version of the Software made available by AppGate to Customer, or (7) Customer’s or any Authorized User’s negligence or willful misconduct. Except as set forth in the Support Terms with respect to the Software, if any, this Section 10.a 9.a states AppGateAppgate’s sole obligation, and CustomerMSP’s sole and exclusive remedy, in connection with any failure of the Software to function in accordance with the Documentation.