Resale Agreement Between Mobile Iron, Inc. And AT&T Services, Inc.

Resale Agreement Between Mobile Iron, Inc. And AT&T Services, Inc.

Document Metadata

Table of Contents

Document Metadata

Exhibit 10.16

Resale Agreement

20100106.054.C

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

20100106.054.C

TABLE OF CONTENTS

Contents


1.0 PREAMBLE		5

	1.1 Preamble and Effective Date	5
	1.2 Scope of Agreement	5

2.0 DEFINITIONS		6

	2.1 Accept or Acceptance	6
	2.2 Acceptance Date	6
	2.4 Acceptance Test Period	7
	2.5 Acceptance Tests	7
	2.6 Affiliate	7
	2.7 Agreement	7
	2.8 Approved Source	7
	2.9 Cancel or Cancellation	7
	2.10 Customer	7
	2.11 Customer Information	7
	2.12 Deliver or Delivery	8
	2.13 Delivery Date	8
	2.14 Documentation	8
	2.15 XXXX	8
	2.16 Intentionally Omitted	8
	2.17 Harmful Code	8
	2.18 Information	9
	2.19 Material	9
	2.20 Notice of Completion	9
	2.21 Order	9
	2.22 Services	9
	2.23 Software	10
	2.24 Special Terms and Conditions	10
	2.25 Specifications	10
	2.26 Standard Software	10
	2.27 Statement of Work	11
	2.28 Terminate or Termination	11
	2.29 Third-Party Software	11
	2.30 Work	11

[* * *] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities act of 1933, as amended.

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TABLE OF CONTENTS


3.0 GENERAL TERMS		11

	3.1 Affiliate	11
	3.2 Amendments and Waivers	11
	3.3 Anticipated Delays in Delivery and Performance	12
	3.4 Assignment and Delegation	12
	3.5 Cancellation and Termination	13
	3.6 Compliance with Laws	14
	3.7 Conflict of Interest	14
	3.8 Construction and Interpretation	14
	3.9 Cumulative Remedies	15
	3.10 Delivery, Performance and Acceptance	15
	3.11 Duration of Agreement	16
	3.12 Entire Agreement	16
	3.13 Force Majeure	16
	3.14 Governing Law	17
	3.15 Government Contract Provisions	17
	3.16 Indemnity	18
	3.17 Information	19
	3.18 Infringement	21
	3.19 Insurance	24
	3.20 Invoicing and Payment	26
	3.21 Licenses and Patents	27
	3.22 Limitation of Damages	27
	3.23 Intentionally omitted	27
	3.24 [* * *]	27
	3.25 Non-Exclusive Market	27
	3.26 Notices	28
	3.27 Order of Precedence	29
	3.28 Orders	29
	3.29 Ownership of Work Product	30
	3.30 Price Revision	31
	3.31 Publicity	31
	3.32 Quality Assurance	31
	3.33.A Records and Audits	32
	3.33.B Resale of Material and Services	34
	3.34 Severability	35
	3.35 Survival of Obligations	35
	3.36 Taxes	35
	3.37 Third Party Administrative Services	37
	3.38 Title and Risk of Loss	37
	3.39 Intentionally Omitted	37
	3.40 Warranty	37

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TABLE OF CONTENTS


4.0 SPECIAL TERMS		40

	4.1 Restricted Activities	40
	4.2 Background Checks	40
	4.3 Change Notices	41
	4.4 Continuing Availability	42
	4.5 Customer - Information	42
	4.6 Dispute Resolution	44
	4.7 Intentionally Left Blank	45
	4.8 Independent Contractor	45
	4.9 Insignia	46
	4.10 Maintenance Resale	46
	4.11 Monthly Order & Shipment Reports	46
	4.12 Part 68 Compliance	47
	4.13 Plant and Work Rules	47
	4.14 Radio Frequency Energy Standards	47
	4.15 Reimbursable Expenses	48
	4.16 Shipping and Packing	48
	4.17 Statement of Work for Subcontracted Services	48
	4.18 Suppliers XXXX Materials Warranty and Maintenance Agreement	49
	4.19 Technical Support	50
	4.20 Trademarks, Trade Names and Copyrights	50
	4.21 Training Consulting Marketing Sales	51
	4.22 Work Done by Others	51

5.0 EXECUTION OF AGREEMENT		51

	5.1 Transmission of Original Signatures and Executing Multiple Counterparts	51

APPENDICES		53

	Appendix A - Description of Supplier’s Material and/or Services	00
	Xxxxxxxx X - Supplier’s Price(s)	54
	Appendix B1 - Suppliers Discount Schedule	55
	Appendix C - Specifications	56
	Appendix D - Acceptance Letter	57
	Appendix G - Intentionally Omitted	59
	Appendix H - Intentionally Omitted	60
	Appendix J - Order	61
	Appendix R1 - End User License Agreement	63
	Appendix R2 - Materials Warranty	73
	Appendix R3 - Maintenance Agreement	74
	Appendix R4 - Return Materials Authorization Policy	77
	Appendix U - Partnered Maintenance Solutions	78
	Appendix Z - Vendor Expense Policy	83

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1.0

Preamble

1.1

Preamble and Effective Date

This Agreement, effective on the date when signed by the last Party (“Effective Date”), is between Mobile Iron, Inc., a Delaware corporation (hereinafter referred to as “Supplier”), and AT&T Services, Inc., a Delaware Corporation (hereinafter referred to as “AT&T”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.”

1.2

Scope of Agreement

Pursuant to Orders, Supplier shall sell to AT&T the Material (other than licensed Material) and Services listed in Appendix A, for resale to AT&T’s customers in the United States of America (“Territory”), and Supplier shall authorize AT&T to distribute licensed Material listed in Appendix A and to distribute Supplier’s XXXX, warranties, and maintenance service agreements associated with Material to AT&T customers in the Territory. Where agreed pursuant to Section 4.17, as a subcontractor to AT&T, Supplier shall provide Services (other than Maintenance Services) described in a Statement of Work for Subcontracted Services, for the benefit of AT&T’s customers in the United States of America. All sales of Material and Services to AT&T for resale, provision of Services to AT&T, and authorization to distribute licensed Material and Supplier’s XXXX, warranty, and maintenance agreements shall be subject to the terms and conditions of this Agreement and shall be done pursuant to and in conformance with Orders submitted by AT&T and accepted by Supplier. Prices to AT&T are the prices listed in Appendix B, if any, minus the appropriate discount, as shown in Appendix B 1, if any, or prices established pursuant to firm prices to AT&T which are quoted to AT&T by Supplier in writing in response to requests for pricing for such Material and Services or in connection with a Statement of Work attached to or set forth in an Order, whichever is relevant.

Supplier shall accept any Order placed under this Agreement for Standard Software or for Maintenance Services for such Standard Software unless the Order includes:

Delivery Dates to which Supplier has not agreed, prior to the placement of the Order, and which Supplier is unable to meet;

Special Terms and Conditions to which Supplier has not agreed, prior to placement of the Order, and which are objectionable to Supplier; or prices contrary to those established under this Agreement.

Orders by an Affiliate of AT&T (other than AT&T Corp.) under Section 3.1 where such Affiliate either (i) is a competitor of Supplier or (ii) does not have the financial or other resources, in Supplier’s reasonable judgment, to fulfill its obligations under this Agreement and such Order.

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If Supplier rejects an Order, Supplier shall give AT&T written notice stating Supplier’s reasons for rejecting the Order and the modifications, if any, that would make the Order acceptable to Supplier. Supplier shall furnish Materials that materially conform to the Specifications established under this Agreement. If Supplier is unable to tender conforming Material, Supplier shall not tender non-conforming Material unless expressly approved by AT&T; the Parties agree non-conforming tenders are not an accommodation to AT&T unless approved by AT&T. All Delivery Dates are firm, and time is of the essence where specified in an Order or Statement of Work.

AT&T will determine, in its sole discretion, the extent to which it will market, advertise, promote or otherwise offer the Material and Services to its customers consistent with the terms of this Agreement and the relevant Order or Statement of Work.

Section 3.10 Delivery, Performance and Acceptance, Section 3.20, Invoicing and Payment, Section 3.30 Price Revision, Section 3.38 Title and Risk of Loss, and Appendices A, B and B1 shall apply to Supplier only with respect to Material and Services purchased directly from Supplier, unless noted otherwise within such sections. When Supplier subcontracts its delivery of Material and Services to an Approved Source, then all other provisions in this Agreement shall apply to Supplier both to Material and Services purchased and/or licensed directly from Supplier and to Material and Services purchased or obtained from any Approved Source.

2.0

Definitions

2.1

Accept or Acceptance

“Accept” or “Acceptance” means AT&T’s acceptance of the Material or Services ordered by AT&T and provided by Supplier as specified in the Section entitled “Delivery, Performance, and Acceptance.” Unless a Statement of Work or an Order provides that Acceptance is subject to inspection and testing after Delivery, AT&T’s acceptance shall be deemed to occur upon Supplier’s Delivery of the Material and Services, respectively.

2.2

Acceptance Date

“Acceptance Date” means the date on which Material or Services are Delivered, unless a Statement of Work provides otherwise.

2.3

Acceptance Letter

“Acceptance Letter” means a document signed by AT&T substantially in the form of Appendix D, which is to be used only when specifically required by a Statement of Work, indicating AT&T’s Acceptance of the Material and/or Services.

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2.4

Acceptance Test Period

“Acceptance Test Period” means the length of time specified in a Statement of Work, if any, during which the Acceptance Tests are performed.

2.5

Acceptance Tests

“Acceptance Tests” means the performance and reliability demonstrations and tests specified in a Statement of Work, if any, that must be successfully completed by the Material and Services during the Acceptance Test Period.

2.6

Affiliate

“Affiliate” means a business association that has legal capacity to contract on its own behalf, to xxx in its own name, and to be sued, if and only if either (a) such business association owns, directly or indirectly, a majority interest in AT&T (its “parent company”), or (b) a thirty percent (30%) or greater interest in such business association is owned, either directly or indirectly, by AT&T or its parent company.

2.7

Agreement

“Agreement” means the written agreement between the Parties as set forth in this document and the attached appendices and shall include the terms of such other documents as they are incorporated by express reference in this document and the attached appendices.

2.8

Approved Source

“Approved Source” means any entity that is subcontracted by Supplier hereunder to distribute or resell Material and Services directly to AT&T on behalf of Supplier for resale to its Customers that has undertaken (i) an obligation of non-disclosure consistent with this Agreement; (ii) an obligation to use the information provided by Supplier, including information proprietary to AT&T or its Customers, solely to perform services for Supplier and (iii) an obligation to comply with the terms of this Agreement and any applicable Order.

2.9

Cancel or Cancellation

“Cancel” means to put an end to this Agreement or any Order for breach by the other Party. “Cancellation” means an exercise of a remedy of a Party entitled to Cancel.

2.10

Customer

A “Customer” or “customer” of AT&T refers to a third party end user of Materials and/or Services, other than an Affiliate of AT&T that purchases or licenses such Materials and/or Services from AT&T for such third party’s use only and not for resale.

2.11

Customer Information

“Customer Information” means Information relating to Customers provided by AT&T or its Affiliates to Supplier or obtained by Supplier while performing Services, which may include, but

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is not limited to, customer name, address, phone number, any customer or employee personal information, credit card and credit related information, health or financial information, authentication credentials, information concerning a customer’s calling patterns, unlisted customer numbers, any other information associated with a customer or with persons in the household of a customer, and any information available to AT&T and/or its suppliers by virtue of AT&T’s relationship with its customers as a provider of telecommunications, Internet, information or other services, including, but not limited to, the quantity, technical configuration, location, type, destination, amount of use of telecommunications or other services subscribed to, and information contained on the telephone bills of AT&T’s customers pertaining to telephone exchange service, telephone toll service or other services received by a customer of AT&T.

2.12

Deliver or Delivery

“Deliver” or “Delivery” occurs (a) for Material, when possession of such Material passes from Supplier to the carrier (when shipped) or when such Material is electronically or otherwise made available, whichever is sooner, (b) for Services other than Maintenance, when Supplier completes provision of such Services to AT&T or the Customer, as applicable, and (c) for Maintenance, when the applicable Maintenance term commences.

2.13

Delivery Date

“Delivery Date” means the date on which Supplier is scheduled to complete its Delivery, as established in an Order.

2.14

Documentation

“Documentation” means all end user documentation, including, but not limited to, user instructions, training materials for Material and Software delivered by Supplier to AT&T hereunder.

2.15

XXXX

“XXXX” means a standard form of end-user license agreement which Supplier or its licensors or original equipment manufacturers require purchasers or licensees of their goods, software, or services to accept as a condition of sale and use of the goods, software, or services in question.

2.16

Intentionally Omitted

2.17

Harmful Code

“Harmful Code” means computer viruses, worms, trap doors, time bombs, undocumented passwords, disabling code (which is created with the intention to render Software unusable until a patch or new password is provided), or any similar mechanism or device. Notwithstanding the above, enabling keys which are provided by Supplier to ensure conformance to product licensing restrictions shall be permitted, however, these enabling keys may not interfere with the proper use of the Software.

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2.18

Information

“Information”, with respect to a Party, means all of such Party’s confidential, proprietary or trade secret information, including discoveries, ideas, concepts, know-how, techniques, processes, procedures, designs, specifications, strategic information, proposals, requests for proposals, proposed products, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, marketing plans, Customer Information, employee personal information, health or financial information, authentication credentials, and other technical, financial or business information, whether disclosed in writing, orally, visually, in tangible or intangible form, including in electronic mail or by other electronic communication and further includes information that such Party obtains from a third party under an obligation of confidentiality.

2.19

Material

“Material” means the products and equipment listed in Appendix A which may be ordered hereunder, including apparatus, components, tools, supplies, Documentation, and hardware which may include system programs (such as operating systems, compilers and utilities that interact with and manage the Material) associated with such Material (sometimes referred to as firmware), or Software, purchased or licensed hereunder by AT&T from Supplier and includes third party material provided or furnished by Supplier under an accepted Order. Material shall be deemed to include any replacement parts which are provided or furnished by Supplier to AT&T under an accepted Order.

2.20

Notice of Completion

“Notice of Completion” means a written document provided by Supplier substantially in the form of Appendix E, which is to be given only when specifically and as required by a Statement of Work, after Supplier has completed the Delivery of the Materials or Services ordered by AT&T, stating that Supplier has completed such Delivery. Supplier’s provision of the Notice of Completion is a representation and warranty that to the best of Supplier’s knowledge the Material and Services have been tested to assure compliance and are delivered in material compliance with the Specifications.

2.21

Order

“Order” means such paper or electronic records as AT&T may send to Supplier for the purpose of ordering Material and Services hereunder which is mutually executed by the Parties. An example Order which is to be used by AT&T is supplied as Appendix J.

2.22

Services

“Services” means any labor or service provided pursuant to this Agreement, an Order or a Statement of Work, including, Supplier’s installation and removal services, Maintenance, training, technical support, repair, and on-site support ancillary to the acquisition of Material, and provision of any Services-related Material, including any related Documentation. For greater certainty, Services excludes consulting and professional services whereby enhancements, modifications or any development activities would occur. No development, enhancements, or modifications shall be requested, performed or paid for under this Agreement. All development, enhancement and modification activities shall be negotiated and performed under a separate written agreement between the Parties.

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“Maintenance” shall mean the then-current standard support and maintenance services that Supplier supplies to its end user customers who purchase such support (either as a part of a subscription pricing or separately) for releases, updates or any fix, patch, restoral and resolution made to Software or any revision made to Documentation, made generally available to Supplier’s customers.

2.23

Software

“Software” means the Standard Software.

2.24

Special Terms and Conditions

“Special Terms and Conditions” means written terms and conditions that are (a) different from or additional to the terms and conditions set forth in this Agreement, or provided in this Agreement (including the Exhibits) as terms that may be specified in an Order, (b) specially negotiated by the Parties in reference to an Order, (c) expressed in an Order or incorporated by reference to a document attached to an Order, such as a scope of work or Statement of Work, and (d) executed by both Parties. For avoidance of doubt, stipulations that Acceptance is subject to inspection and testing after Delivery would have the effect of delaying Acceptance of Material to a time after title to Material would pass to AT&T or Customer and, for that reason, such stipulations are Special Terms and Conditions.

2.25

Specifications

“Specifications” means (i) Supplier’s applicable published specifications and descriptions, including any warranty statements, and (ii) AT&T’s requirements, specifications, and descriptions specified in a Statement of Work, an Order, or an amendment to this Agreement, which shall control over an inconsistency with Supplier’s specifications and descriptions.

2.26

Standard Software

“Standard Software” means (i) the pre-existing and then-current computer programs licensed by Supplier to AT&T and its Customers hereunder and (ii) the computer programs independently developed or licensed by Supplier (either alone or jointly with others) during the term of this Agreement, without use of AT&T’s or its Customers’ Information, which are licensed by Supplier to AT&T and its Customers hereunder and (iii) including, with respect to (i) and (ii), all associated Documentation. Standard Software also includes fixes, upgrades, updates, modifications, revisions, or enhancements to such computer programs delivered to AT&T or its Customers in connection with this Agreement by way of Maintenance, all Documentation supplied together with Standard Software, and all Third-Party Software, freeware, shareware, and open source software provided hereunder.

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2.27

Statement of Work

“Statement of Work” or “SOW” has the meaning specified in the Section, “Statement of Work for Subcontracted Services.”

2.28

Terminate or Termination

“Terminate” means to put an end to this Agreement or any Order, either (a) by one Party, pursuant to law or a provision of this Agreement, otherwise than for a breach of the other Party, or (b) by both Parties, by mutual consent. “Termination” means an exercise of a power to Terminate.

2.29

Third-Party Software

“Third-Party Software” means any Software (i) not developed by Supplier, its agents or contractors under this Agreement or any Order, and (ii) not owned by Supplier or AT&T or an Affiliate of AT&T.

2.30

Work

“Work” means all Material and Services, collectively, that Supplier provides pursuant to this Agreement, an Order or a Statement of Work.

3.0

General Terms

3.1

Affiliate

An Affiliate may transact business under this Agreement and place Orders with Supplier that incorporate the terms and conditions of this Agreement. References to “AT&T” herein (other than in this Section 3.1) are deemed to refer to an Affiliate when an Affiliate places an Order with Supplier under this Agreement, or when AT&T places an Order on behalf of an Affiliate, or when an Affiliate otherwise transacts business with Supplier under this Agreement. An Affiliate is solely responsible for its own obligations, including, but not limited to, all charges incurred in connection with such an Order or transaction. Nothing in this Agreement is to be construed to require AT&T to indemnify Supplier, or otherwise assume responsibility, for any acts or omissions of an Affiliate, nor is anything in this Agreement to be construed to require any Affiliate to indemnify Supplier, or to otherwise assume any responsibility for the acts or omissions of AT&T or any other Affiliate.

3.2

Amendments and Waivers

The Parties may not amend this Agreement or an Order or a Statement of Work except by a written agreement of the Parties that identifies itself as an amendment to this Agreement or such Order or Statement of Work and is signed by both Parties, or as otherwise expressly provided below in this Section. No waiver of any right or condition for the benefit of a Party is effective unless given in writing and signed by the Party waiving such right or condition for its benefit. No failure or delay in exercising any right or remedy under this Agreement or an Order operates as a waiver or estoppel of any right or remedy; unless otherwise expressly specified, no failure or delay in requiring the satisfaction of any

20100106.054.C

condition under this Agreement or an Order operates as a waiver or estoppel of any condition; and no course of dealing between the Parties operates as a waiver or estoppel of any right, remedy, or condition. A waiver on one occasion is effective only in that instance, and only for the purpose for which it is given, and is not to be construed as a waiver on any future occasion or against any Affiliate other than the entity that makes such waiver.

AT&T’s project manager may, at any time, request changes to the scope of Work, which shall be confirmed in writing, and Supplier shall not unreasonably withhold or condition its consent. An equitable adjustment shall be made to the charges if such change to the scope substantially or materially affects the time of performance or the cost of the Work to be performed or supplied. Such cost adjustment shall be as agreed in writing.

3.3

Anticipated Delays in Delivery and Performance

If Supplier becomes aware of any event or circumstance that causes Supplier to anticipate a reasonably certain delay in its performance of its obligations beyond the Delivery Date scheduled in the Order, Supplier shall immediately notify AT&T of the event or circumstance and the length of the anticipated delay. If the events or circumstances causing the anticipated delay are attributable to Supplier and not to any failure of AT&T or its Customer, then AT&T may Cancel the Order after receipt of such notification and expiration of cure period as defined in Section 3.5.a, provided the breach has not been cured during such cure period. If the events or circumstances may be attributable to the fault of AT&T or Customer then the Delivery Date shall be extended to the extent Supplier’s performance was delayed by the fault of AT&T or such Customer. If for any reason AT&T does not Cancel such Order after receipt of a notice under this Section and a failure to cure, then AT&T and Supplier shall negotiate in good faith to modify the Order so as to extend the Delivery Date. If the Parties fail to reach agreement on an extended Delivery Date after negotiating for a reasonable time, or if Supplier fails to meet an extended Delivery Date, AT&T may Cancel the Order.

3.4

Assignment and Delegation

Neither Party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner, without the prior written consent of the other Party, except as follows: without securing the consent either Party may assign this Agreement in whole or in part to any third party that assumes the operation of or otherwise acquires any substantial portion of the business of such Party affected by this Agreement or an Order; and, subject to the written approval of AT&T, Supplier may subcontract its performance in accordance with any subcontracting plan incorporated into this Agreement or any Order (provided, however, without such approval Supplier may subcontract call center support services in support of Services); and, both Parties may assign their respective right to receive money due hereunder, but any assignment of money will be void if (i) the assignor fails to give the non-assigning Party at least thirty (30) days prior written notice, or (ii) the assignment purports to impose upon the non-assigning Party additional costs or obligations in addition to the payment of such money, or (iii) the assignment purports to preclude AT&T from dealing solely and directly with Supplier in all

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matters pertaining to this Agreement. Any assignment, delegation or transfer for which consent is required hereby and which is made without such consent given in writing will be void. This Agreement binds and benefits both Parties and their permitted successors and assigns.

3.5

Cancellation and Termination

Cancellation

Either Party may Cancel this Agreement or an Order for a material breach of the Agreement or the Order (as relevant) by the other Party, if such breach is not cured within thirty (30) days of written notice of the breach. Notwithstanding anything else herein, neither Party shall Cancel this Agreement nor any Order until such Party has first given the other Party a written notice specifying the breach that justifies Cancellation and an opportunity to cure such breach as required herein. If the breach is one that by its nature could be cured by the Party receiving such notice (no matter how long it might take), neither Party shall Cancel unless such notice includes a written demand for cure of such breach and gives the receiving Party thirty days (or if that is not practical or sufficient given the circumstances a reasonable period not to exceed sixty (60) days for Cancellation of an Order or ninety (90) days for Cancellation of this Agreement) in which to cure such breach. Neither Party is liable to the other Party for detriment resulting purely from a proper Cancellation of the Agreement or any Order.

Termination

Provided it pays the appropriate Termination Charges, AT&T may Terminate this Agreement or any Order as specified below, on written notice to Supplier.

[* * *]

Partial Termination and Partial Cancellation

Whenever law or a provision of this Agreement requires AT&T to Terminate or Cancel any Order, AT&T will Terminate or Cancel such Order either in whole or in part accordingly. If AT&T Terminates or Cancels an Order in part, AT&T shall pay only for such Materials and Services as AT&T Accepts at prices established under the Order or, if there are none, at prices calculated on the basis of such partially Terminated or Canceled Order, and, unless a Termination Charge applies, AT&T has no obligation to pay for such Materials or Services as AT&T does not Accept.

Cancellation of Related Orders

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Whenever law or a provision of this Agreement permits AT&T to Cancel any Order, AT&T may also Cancel such other Orders as related to the same transaction or series of transactions as the Order in question to the extent such other Order is materially and adversely affected by Supplier’s breach.

Further Remedies and Obligations upon Cancellation

Upon Cancellation of an Order by AT&T, Supplier shall: reimburse AT&T for any cost incurred in returning such Materials to Supplier. If AT&T returns or rejects any Material to which title has already passed, title in such Material shall revert to Supplier when Supplier satisfies its refund and reimbursement obligations under the preceding sentences. Supplier bears the risk that such Materials may be lost or damaged in transit.

3.6

Compliance with Laws

Each Party shall comply with all relevant laws in the Territory (including all statutes, ordinances, regulations, orders and codes, whether specifically mentioned elsewhere in this Agreement or not) attendant upon its performance under this Agreement. Supplier shall procure all approvals, bonds, certificates, insurance, inspections, licenses, and permits that such laws require for the performance of this Agreement in the Territory.

3.7

Conflict of Interest

Supplier represents and warrants that no officer, director, employee or agent of AT&T has been or will be employed, retained or paid a fee, or otherwise has received or will receive, any personal compensation or consideration, by or from Supplier or any of Supplier’s officers, directors, employees or agents in connection with the obtaining, arranging or negotiation of this Agreement or other documents entered into or executed in connection with this Agreement.

3.8

Construction and Interpretation

This Agreement has been prepared jointly and has been the subject of arm’s length and careful negotiation. Each Party has been given the opportunity to independently review this Agreement with legal counsel and other consultants, and each Party has the requisite experience and sophistication to understand, interpret and agree to the particular language of its provisions. Accordingly, the drafting of this Agreement is not to be attributed to either Party.

Article, Section and paragraph headings contained in this Agreement are for reference purposes only and are not to affect the meaning or interpretation of this Agreement. The word “include” in every form means to include without limitation by virtue of enumeration. Whenever this Agreement refers to a consent or approval to be given by either Party, such consent or approval is effective only if given in writing and signed by the Party giving approval or consent. The singular use of words includes the plural and vice versa.

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3.9

Cumulative Remedies

The rights and remedies of the Parties set forth in this Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity, by statute or otherwise, except in those cases where this Agreement or an Order specifies that a particular remedy is sole or exclusive, but neither Party may retain the benefit of inconsistent remedies. No single or partial exercise of any right or remedy with respect to one breach of this Agreement or any Order precludes the simultaneous or subsequent exercise of any other right or remedy with respect to the same or a different breach.

3.10

Delivery, Performance and Acceptance.

Notwithstanding anything stated herein, Sections (b), (d) and (e) below relating to Acceptance/Acceptance Testing/ Rejection, etc. shall not be applicable to any Orders for Standard Software or Maintenance. Standard Software and Maintenance Services are deemed “Accepted” upon Delivery:

Unless otherwise agreed in an Order or SOW, Supplier shall deliver all Software electronically. Supplier shall deliver Material that materially conforms to Specifications. If any Materials are shipped, Supplier shall prepay for shipment and ship, based on the lowest published price, by reliable common carrier.

If a Statement of Work provides that Acceptance is subject to inspection and testing after Delivery: Supplier shall provide AT&T a Notice of Completion after Delivery; and AT&T’s Acceptance Test Period shall commence upon (i) AT&T’s receipt of Supplier’s Notice of Completion for Services, or (ii) upon AT&T’s receipt of Material, whichever is earlier.

If Material or Services are not in material compliance with the Specifications at the time of Delivery, AT&T shall so notify Supplier and provide Supplier an opportunity to cause such Material or Service to comply with the Specifications. Supplier shall notify AT&T of its plan to take corrective action within [* * *], and shall thereafter proceed to complete its corrective action as promptly as reasonably possible, in accordance with a plan reasonably acceptable to AT&T. After prompt corrective action, Supplier shall notify AT&T and, if a Notice of Completion was previously provided, Supplier shall provide a new Notice of Completion, and AT&T has the right to start a new Acceptance Test Period.

If the Material and Services successfully complete the Acceptance Tests during the Acceptance Test Period, AT&T will Accept the Material and Services by furnishing the Acceptance Letter to Supplier. If a Statement of Work provides that Acceptance is subject to inspection and testing after Delivery, then Acceptance occurs when AT&T furnishes and Acceptance Letter or when the Acceptance Test Period lapses without any notification from AT&T providing a description and valid objection to the Material or Services (e.g. that the Materials or Services fails to meet the relevant Specifications).

[* * *] Unless otherwise expressly provided in the SOW, in no event does AT&T’s use of Material or Service during the Acceptance Test Period constitute Acceptance, nor is Acceptance to be deemed ever to occur before Supplier completes its Delivery. Payment for Material or Services does not constitute Acceptance of such Materials or Services.

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3.11

Duration of Agreement

This Agreement will continue in effect for a term expiring three (3) years from Effective Date, unless it is Cancelled or Terminated before that date. The Parties may extend the term of this Agreement beyond that date by mutual written agreement.

Any Order in effect on the date when this Agreement expires or is Terminated or Cancelled will continue in effect until such Order either (i) expires by its own terms or (ii) is separately Terminated or Cancelled, prior to its own expiration, as provided in this Agreement. The terms and conditions of this Agreement shall continue to apply to such Order as if this Agreement were still in effect.

3.12

Entire Agreement

This Agreement constitutes the final, complete, and exclusive expression of the Parties’ agreement on the matters contained in this Agreement. All prior written and oral negotiations and agreements, and all contemporaneous oral negotiations and agreements, between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The Parties do not intend that the provisions of this Agreement be explained, supplemented, or qualified through evidence of trade usage or any prior course of dealings or any course of performance under any prior agreement. In entering into this Agreement, neither Party has relied upon any statement, estimate, forecast, projection, representation, warranty, action or agreement of the other Party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement other than any expressly stated in this Agreement.

3.13

Force Majeure

A Party is excused from performing its obligations under this Agreement or any Order if, to the extent that, and for so long as:

such Party’s performance is prevented or delayed by an act or event (other than economic hardship, changes in market conditions, insufficiency of funds, or unavailability of equipment and supplies) that is beyond its reasonable control and could not have been prevented or avoided by its exercise of due diligence; and

ii.

such Party gives written notice to the other Party, as soon as practicable under the circumstances, of the act or event that so prevents such Party from performing its obligations.

By way of illustration, and not by limitation, acts or events that may prevent or delay performance (as contemplated by this Section) include: acts of God or the public enemy, acts of civil or military authority, terrorists acts, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, and labor disputes (even if AT&T is involved in the labor dispute).

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If Supplier is the Party whose performance is prevented or delayed, AT&T may elect to:

Terminate, in whole or in part, this Agreement and the affected Order, without any liability to Supplier, other than Termination Charges (unless such performance was prevented or delayed more than thirty (30) days) or

ii.

suspend this Agreement and the affected Order or any part thereof for the duration of the delay;; and resume performance under this Agreement or such Order when Supplier resumes its performance; and (at AT&T’s option) extend any affected Delivery Date or performance date up to the length of time Supplier’s performance was delayed or prevented. If AT&T does not give any written notice, within thirty (30) days after receiving notice under this Section that Supplier’s performance has been delayed or prevented, this option (ii) will be deemed to have been selected.

3.14

Governing Law

The laws of the State of New York (excluding any laws that direct the application of another jurisdiction’s law) govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates, including its validity, interpretation, construction, performance, and enforcement. Uniform Computer Information Transactions Act (UCITA) shall not be applicable to the terms of this Agreement notwithstanding the jurisdiction or law applicable.

3.15

Government Contract Provisions.

The following provisions set forth in this Section 3.15 are Special Terms and Conditions and may apply to the extent specified in an Order, but they shall only apply to the extent an Order specifies that the Order is pertaining to a government contract or contractor:

To the extent that Supplier’s or AT&T’s performance is subject to certain executive orders (including E.O. 11246 and E.O. 13201) and statutes (including Section 503 of the Rehabilitation Act of 1973, as amended; the Vietnam Era Veteran’s Readjustment Assistance Act of 1974; and the Jobs for Veterans Act) pertaining to government contractors, Supplier or AT&T (as relevant) shall:

comply with such executive orders and statutes, and their implementing regulations, as amended from time to time; and

fulfill the obligations of a contractor under the clauses incorporated by this Section.

To the extent the Parties execute an Order pertaining to a government contractor, AT&T shall so specify in an Order. This Section incorporates the following clauses but only to the extent compliance is required under such laws in connection with a Party’s performance hereunder:

“Affirmative Action For Workers With Disabilities” (at 48 CFR §52.222-36);

“Employment Reports On Special Disabled Veterans, Veterans Of The Vietnam Era, and Other Eligible Veterans” (at 48 CFR §52.222-37);

“Equal Employment Opportunity” (at 48 CFR §52.222-26);

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“Equal Employment Xxxxxxxxxxx Xxxxxx” (xx 00 XXX §00-0.0(x));

“Equal Opportunity For Special Disabled Veterans And Veterans of the Vietnam Era” (at 41 CFR §60-250.5);

“Equal Opportunity for Disabled Veterans, Recently Separated Veterans, Other Protected Veterans, and Armed Forces Service Medal Veterans” (at 41 CFR Sec. 60-300.5);

“Equal Opportunity For Workers With Disabilities” (at 41 CFR §60-741.5);

“Notice Of Employee Rights Concerning Payment Of Union Dues Or Fees” (at 29 CFR § 470.2);

“Notification Of Employee Rights Concerning Payment Of Union Dues Or Fees” (at 48 CFR §52.222-39);

10.

“Prohibition of Segregated Facilities” (at 48 CFR §52.222-21);

11.

“Small Business Subcontracting Plan” (at 48 CFR §52.219-9); and

12.

“Utilization Of Small Business Concerns” (at 48 CFR §52.219-8).

If an Order is intended to include performance for the benefit of a government contract, the Order will so specify. If an Order includes a statement that performance is intended for a government contract and incorporates additional government contracting provisions, Supplier shall also fulfill the obligations of a contractor or offeror under those additional provisions where specified in such Order.

3.16

Indemnity

Supplier shall indemnify, hold harmless, and defend AT&T, its Affiliates, and their employees (“Indemnified Parties”), in accordance with this Section, against any Loss to the extent resulting from a third party claim (i) of damage to tangible property damage or personal injury caused by Supplier [* * *] (iv) for Supplier’s gross negligence or intentional misconduct; or (v) that is a products liability claim associated with hardware Supplied by Supplier (collectively “Claims”). Supplier’s duty to indemnify, hold harmless, and defend against Loss from any Claims shall not extend to Loss to the extent such Loss is caused by or resulting from (i) the breach of this Agreement by or gross negligence or intentional misconduct of AT&T, an Affiliate, or any other Indemnified Party or (ii) with respect to delivery, performance, maintenance, support or availability of any Material or Services, any obligation, remedy or liability assumed by AT&T or an Affiliate beyond those assumed by Supplier in this Agreement and in the applicable XXXX with the applicable Customer.

“Loss” means any liability, loss, claim, demand, suit, cause of action, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), liens, fines, fees, penalties, and Litigation Expense resulting from a Claim. “Litigation Expense” means any court filing fee, court cost, arbitration fee, and each other fee and cost of investigating or defending an indemnified claim or asserting any claim for indemnification or defense under this Agreement, including Attorney’s Fees, other professionals’ fees, and disbursements, other than Attorney’s Fees which are to be covered by AT&T as specified in Section d. below. “Attorney’s Fees” include fees paid to independent counsel and not in-house counsel of a Party.

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With respect to any indemnification obligation described in this Agreement (whether in this section or others) the following shall apply: AT&T shall notify Supplier in writing, and with reasonable promptness, of any claim, demand, suit, cause of action or legal proceeding that may give rise to a claim against Supplier for defense or indemnification. If AT&T fails to give notice, Supplier is still obligated to indemnify, hold harmless and defend AT&T, except that Supplier is not liable for any Litigation Expense that AT&T incurs before the time when notice is given or for any Loss to the extent it could have been prevented, avoided or mitigated but for timely notice.

With respect to any indemnification obligation described in this Agreement (whether in this section or others) the following shall apply: Supplier shall be permitted to conduct AT&T’s defense [* * *], at Supplier’s expense, against any claim, demand, suit, cause of action or legal proceeding, whether or not litigation is actually commenced or the allegations are meritorious. AT&T shall assist Supplier, as reasonably requested by Supplier and at Supplier’s expense (excluding the time of in-house AT&T personnel). At its own option and at AT&T’s sole expense, AT&T may employ separate counsel, including in-house counsel, to conduct AT&T’s defense against such a claim. AT&T and Supplier shall cooperate in the defense of any such claim. Supplier may control the defense and settlement of such a claim, but if the settlement of a claim may require AT&T to admit to any wrongdoing, take any action against its interest or pay any fee which is not covered by this indemnity, then Supplier shall not settle such claim without the consent of AT&T, and AT&T shall not unreasonably withhold or delay its consent.

[* * *]

[* * *] Supplier waives any immunity from indemnification that Supplier may hold, by virtue of Supplier’s compliance with its workers’ compensation obligations in any jurisdiction, even if such immunity arises under the constitution or statutes of such jurisdiction (such as, for example, Section 35, Article II, of the Ohio Constitution and Sections 4123.74 and 4123.741 of the Ohio Revised Code).

3.17

Information

In connection with this Agreement, including Supplier’s performance of its obligations hereunder and AT&T’s receipt of Material and Services, either Party may find it beneficial to disclose to the other Party (which may include permitting or enabling the other Party’s access to) certain of its Information. Information of a disclosing Party shall be deemed to be confidential or proprietary only if it is clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party shall designate it as confidential or

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proprietary at the time of such disclosure. Notwithstanding the foregoing, a disclosing Party shall not have any such obligation to so xxxx or identify, or to so designate, Information that the disclosing Party discloses to or is otherwise obtained by the other Party’s employees, contractors, or representatives (x) while located on the disclosing Party’s premises or (y) while accessing the disclosing Party’s systems; any such Information so disclosed shall automatically be deemed to be confidential and proprietary. Additionally, the failure to xxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is reasonably obvious, under the circumstances surrounding disclosure, that the Information is confidential or proprietary; any such Information so disclosed or obtained shall automatically be deemed to be confidential and proprietary. For greater certainty, Information provided by either Party to the other Party prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (howsoever denominated) is also subject to the terms of this Agreement. Neither Party shall disclose such Information of the other Party under this Agreement that includes, in any form, any of the following: customer or employee personal information, credit card and credit related information, health or financial information, and/or authentication credentials.

With respect to the Information of the disclosing Party, the receiving Party shall:

1. hold all such Information in confidence with the same degree of care with which it protects its own confidential or proprietary Information, but with no less than reasonably prudent care;

2. restrict disclosure of such Information solely to its employees, contractors, and agents with a need to know such Information, advise such persons of their confidentiality obligations hereunder with respect thereto, and ensure that such persons are bound by obligations of confidentiality reasonably comparable to those imposed in this Agreement;

3. use such Information only as needed to perform its obligations or exercise its rights hereunder (and, if AT&T is the receiving Party, to receive the benefits of the Material and Services provided to the extent necessary to exercise rights granted hereunder) under this Agreement;

4. except as necessary under clause 3.17.b.3, not copy, distribute, or otherwise use any such information or allow anyone else to copy, distribute, or otherwise use such Information; and ensure that any and all copies bear the same notices or legends, if any, as the originals; and

5. upon the disclosing Party’s request, promptly return, or destroy all or any requested portion of the Information, including tangible and electronic copies, notes, summaries, extracts, mail or other communications, and upon written request provide written certification within 15 business days to the disclosing Party that such Information has been returned or destroyed, provided that with respect to archival or back-up copies of Information that reside on the receiving

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Party’s systems, the receiving Party shall be deemed to have complied with its obligations under this clause if it makes reasonable efforts to expunge from such systems, or to permanently render irretrievable, such copies.

Neither Party shall have any obligation to the other Party with respect to Information which:

1. at the time of disclosure was already known to the receiving Party free of any obligation to keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such disclosure);

2. is or becomes publicly known through no wrongful act of the receiving Party (such obligations ceasing at the time such Information becomes publicly known);

3. is lawfully received from a third party, free of any obligation to keep it confidential;

4. is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or

5. the disclosing Party consents in writing to be free of restriction.

If a receiving Party is required to provide Information of a disclosing Party to any court or government agency pursuant to a written court order, subpoena, regulatory demand, or process of law, the receiving Party must, unless prohibited by applicable law, first provide the disclosing Party with prompt written notice of such requirement and reasonable cooperation to the disclosing Party should it seek reasonable protective arrangements for the production of such Information. The receiving Party will (i) take reasonable steps to limit any such provision of Information to the specific Information required by such court or agency, and (ii) continue to otherwise protect all Information disclosed in response to such order, subpoena, regulation, or process of law.

A receiving Party’s obligations with respect to any particular Information of a disclosing Party shall commence on the Effective Date and remain in effect during the term of the Agreement and extend with regard to all Information, including after the expiration, Termination or Cancellation of this Agreement, for a period of two (2) years. Thereafter, the Parties’ obligations hereunder survive and continue in effect with respect to any Information that is a trade secret under applicable law.

3.18

Infringement

Definitions. For purposes of this section:

“Indemnified Parties” shall mean AT&T and its Affiliates, as well as their employees and Customers, individually or collectively, as the case may be.

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ii.

“Loss” shall mean any claim, demand, suit, cause of action, settlement payment, cost and expense incurred in connection with any Claim, interest awarded, judgment, damages awarded (including punitive damages and increased damages for willful infringement), liens, fines, fees, penalties, and Litigation Expense. “Litigation Expense” means any court filing fee, court cost, arbitration fee, and each other fee and cost of investigating or defending an indemnified claim or asserting any claim for indemnification or defense under this Agreement, including Attorney’s Fees, other professionals’ fees, and disbursements. “Attorney’s Fees” include fees paid to independent counsel and not in-house counsel of a Party.

iii.

For avoidance of doubt, the term “Materials and Services” shall include any portion or functionality of any Material(s) or Service(s).

Obligations.

Supplier shall indemnify, hold harmless, and defend the Indemnified Parties against any Loss to the extent resulting from a third party demand, claim or lawsuit (“Claim”) based on a claim or allegation that:

the Materials or Services, or the use, resale or sublicensing thereof in accordance with the terms and conditions of this Agreement, infringe any patent, copyright, trade xxxx, service xxxx, trade secret, or other intellectual property right, in the Territory (including, for avoidance of doubt, direct, contributory and active inducement infringement), including, for example, any Claim of infringement based on:

making, repair, receipt, use, importing, sale or disposal (and offers to do any of the foregoing) of Materials and Services, or

[* * *]

the Materials or Services, or the use, resale or sublicensing thereof in accordance with the terms and conditions of this Agreement, result in misappropriation of any trade secret, proprietary or non-public information;

provided that Supplier shall have no obligation under this paragraph b with respect to any infringement or misappropriation to the extent arising out of (i) any modification to any Materials or Services, not made or consented to by Supplier or its subcontractors, after they are provided by Supplier to AT&T, its Affiliate or Customer, as applicable, and the Claim would not have arisen but for the modification (ii) the failure to use, resell or sublicense the latest version of any Software after such latest version has been made available hereunder and Supplier had notified AT&T that the latest version addressed

20100106.054.C

the potential Claim, (iii) any use, resale or sublicense of any Materials not in accordance with the Documentation or the terms and conditions of this Agreement, and the Claim would not have arisen but for such actions (iv) compliance with written specifications provided by AT&T or any Affiliate or (v) combination of the Materials or Services with products, systems, services, processes or methods not furnished by Supplier, except as expressly provided in Section 1(b) above. Any such Loss referenced in sections 1 or 2 of this paragraph b.i, a “Covered Loss” regardless of whether such Claim is meritorious.

ii.

[* * *]

Continued Use of Materials and Services.

If (i) as a result of a Claim for which Supplier is obligated to indemnify the Indemnified Parties under this paragraph b, the use, resale or sublicensing of the Materials or Services is enjoined, or if the Indemnified Parties’ rights under this Agreement are otherwise materially restricted or diminished, then Supplier shall or (ii) an injunction is sought or is likely (in Supplier’s judgment) to be issued against the Indemnified Parties’ use of Materials and Services, or Material or Services are likely (in Supplier’s judgment) to become the subject of a claim of infringement, then Supplier may, in addition to its other obligations set forth in this Section, in any case at its sole expense and at no cost to the Indemnified Parties or their customers, (x) obtain for the Indemnified Parties the right to continue using or conducting other activities with respect to (as the case may be) the Materials or Services or (y) provide modified or replacement non-infringing Materials or Services that are equally suitable and functionally equivalent while retaining the quality of the original Materials or Services or (z) if neither (x) or (y) is commercially practicable, accept return of the applicable Materials or Services, terminate any rights granted thereto under this Agreement or the applicable XXXX, and refund a pro rata portion of any amounts previously paid for perpetual rights to such Materials or Services, as amortized over a three (3) year period from delivery (or, for subscriptions, any amounts previously paid for any remaining unexpired portion of such subscription), and the Indemnified Parties shall cease to use, resell or sublicense the applicable Materials or Services.

d. Elimination of Charges. AT&T has no obligation to pay Supplier any charges under this Agreement for the purchase, use, or maintenance of Materials or Services after such time as the Indemnified Parties cease to use them pursuant to clause (z) of paragraph c.i.

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e. Procedures Relating to Indemnification. The Parties shall follow the procedures and comply with the obligations respecting indemnification provided in the Section entitled “Indemnity”, including paragraph d thereof (except that, with respect to a Combination Claim, paragraph b.ii above shall govern to the extent it conflicts with such paragraph d). In the event of any conflict between this Section 3.18 and the Section entitled “Indemnity”, the provisions of this Section 3.18 shall prevail.

Forbidden Settlements. In no event shall Supplier settle any Combination Claim or other Claim in whole or in part in a manner that would amount to Supplier paying less than its determined Proportionate Share, or that would require AT&T to admit to any wrongdoing, take any action against its interest not required by this Agreement or pay any fee which is not covered by this indemnity.

3.19

Insurance

With respect to Supplier’s performance under this Agreement, and in addition to Supplier’s obligation to indemnify, Supplier shall at its sole cost and expense:

maintain the insurance coverages and limits required by this Section and any additional insurance and/or bonds required by law:

at all times during the term of this Agreement and until completion of all Work associated with this Agreement, whichever is later; and

with respect to any coverage maintained in a “claims-made” policy, for two (2) years following the term of this Agreement or completion of all Work associated with this Agreement, whichever is later. If a “claims-made” policy is maintained, the retroactive date must precede the commencement of Work under this Agreement;

ii.

[* * *]

iii.

procure the required insurance from an insurance company eligible to do business in the state or states where Work will be performed and having and maintaining a Financial Strength Rating of “A-” or better and a Financial Size Category of “VII” or better, as rated in the A.M. Best Key Rating Guide for Property and Casualty Insurance Companies, except that, in the case of Workers’ Compensation insurance, Supplier may procure insurance from the state fund of the state where Work is to be performed; and

iv.

deliver to AT&T certificates of insurance stating the types of insurance and policy limits. Supplier shall provide or will endeavor to have the issuing insurance company provide at least thirty (30) days advance written notice of cancellation, non-renewal, or reduction in coverage, terms, or limits to AT&T. Supplier shall deliver such certificates:

prior to execution of this Agreement and prior to commencement of any Work;

prior to expiration of any insurance policy required in this Section; and

for any coverage maintained on a “claims-made” policy, for two (2) years following the term of this Agreement or completion of all Work associated with this Agreement, whichever is later.

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The Parties agree that:

the failure of AT&T to demand such certificate of insurance or failure of AT&T to identify a deficiency will not be construed as a waiver of Supplier’s obligation to maintain the insurance required under this Agreement;

ii.

the insurance required under this Agreement does not represent that coverage and limits will necessarily be adequate to protect Supplier, nor be deemed as a limitation on Supplier’s liability to AT&T in this Agreement;

iii.

Supplier may meet the required insurance coverages and limits with any combination of primary and Umbrella/Excess liability insurance; and

iv.

Supplier is responsible for any deductible or self-insured retention.

The insurance coverage required by this Section includes:

Workers’ Compensation insurance with benefits afforded under the laws of any state in which the Work is to be performed and Employers Liability insurance with limits of at least:

$500,000 for Bodily Injury - each accident

$500,000 for Bodily Injury by disease - policy limits

$500,000 for Bodily Injury by disease - each employee

To the fullest extent allowable by Law, the policy must include a waiver of subrogation in favor of AT&T, its Affiliates, and their directors, officers and employees.

In states where Workers’ Compensation insurance is a monopolistic state-run system, Supplier shall add Stop Gap Employers Liability with limits not less than $500,000 each accident or disease.

ii.

Commercial General Liability insurance written on Insurance Services Office (ISO) Form CG 00 01 12 04 or a substitute form providing equivalent coverage, covering liability arising from premises, operations, personal injury, products/completed operations, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with limits of at least:

$2,000,000 General Aggregate limit

$1,000,000 each occurrence limit for all bodily injury or property damage incurred in any one (1) occurrence

$1,000,000 each occurrence limit for Personal Injury and Advertising Injury $2,000,000 Products/Completed Operations Aggregate limit

$1,000,000 each occurrence limit for Products/Completed Operations

The Commercial General Liability insurance policy must:

1. include AT&T, its Affiliates, and their directors, officers, and employees as Additional Insureds. Supplier shall provide a copy of the Additional Insured endorsement to AT&T. The Additional Insured endorsement may either be specific to AT&T or may be “blanket” or “automatic” addressing any person or entity as required by contract. A copy of the Additional Insured endorsement must be provided within sixty (60) days of execution of this Agreement and within sixty (60) days of each Commercial General Liability policy renewal;

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2. include a waiver of subrogation in favor of AT&T, its Affiliates, and their directors, officers and employees; and

3. be primary and non-contributory with respect to any insurance or self-insurance that is maintained by AT&T.

iii.

Business Automobile Liability insurance with limits of at least $1,000,000 each accident for bodily Injury and property damage, extending to all owned, hired, and non-owned vehicles.

iv.

Umbrella/Excess Liability insurance with limits of at least $1,000,000 each occurrence with terms and conditions at least as broad as the underlying Commercial General Liability, Business Auto Liability, and Employers Liability policies. Umbrella/Excess Liability limits will be primary and non-contributory with respect to any insurance or self-insurance that is maintained by AT&T.

Professional Liability (Errors & Omissions) insurance with limits of at least $1,000,000 each claim or wrongful act.

3.20

Invoicing and Payment

Supplier shall render a correct invoice in duplicate promptly after completing Delivery of all Material or Services required by the Order (unless the Order or an Appendix specifies that Supplier may submit invoices for progress payments prior to Acceptance, as provided below). The invoice must specify in detail (i) quantities of each ordered item, (ii) unit prices of each ordered item, (iii) whether the item is taxable and the amount of tax per item, (iv) item and commodity codes, (v) total amounts for each item, (vi) total amount of applicable sales or use taxes, (vii) discounts, (viii) shipping charges (if any, unless shipment is FOB Origin), (ix) total amount due, and (x) Software right-to-use fees as either “initial operating system license” or “other.” Except as provided in the provision for progress payments, AT&T shall pay Supplier within [* * *] after Acceptance (as determined under the Section entitled “Delivery, Performance and Acceptance”). If AT&T disputes any invoice rendered or amount paid (in good faith with reasonable cause), AT&T shall so notify Supplier. The Parties shall use their best efforts to resolve invoicing and payment disputes expeditiously, and AT&T is not obligated to make any payment against a disputed or incorrect invoice until the dispute is resolved or the error corrected. Invoices received by AT&T more than one (1) year after the Delivery of Material or Services are untimely and AT&T has no obligation to pay such invoices.

Invoices for or including freight charges must be accompanied by legible copies of prepaid freight bills, express receipts or bills of lading supporting the invoice amounts. Such invoices must include (i) carrier’s name, (ii) date of shipment, (iii) number of pieces, (iv) weight, and (v) freight classification.

AT&T may deduct any setoff that it may have against Supplier from amounts due or to become due to Supplier hereunder. Supplier shall pay any amount due to AT&T or its Affiliates hereunder that is not applied against the invoiced amounts within [* * *] after written demand by AT&T.

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If an Order or an Appendix specifies that Supplier may submit invoices for progress payments prior to Acceptance, Supplier is permitted to submit invoices at the end of each month and AT&T shall make progress payments to Supplier [* * *] after receipt of such invoices. Such progress payments are not to exceed ninety percent (90%) of the price of satisfactorily completed Work at the time of billing, as determined by AT&T. Supplier shall earmark and apply such progress payments to expenses incurred for Services or Material used in performance of the Order for AT&T.

3.21

Licenses and Patents.

No license, express or implied, is granted under this Agreement to Supplier for any patent, trademark, copyright, trade secret or any other intellectual property or application therefor which is now or may hereafter be owned by AT&T or its Affiliates.

3.22

Limitation of Damages

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, EXCEPT FOR LIABILITY ARISING OUT OF [* * *], NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (A) AMOUNTS THAT IN THE AGGREGATE ARE IN EXCESS OF THE LIMITATION AMOUNT (AS DEFINED BELOW) OR (B) ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE OR LOST DATA. AS USED IN THIS SECTION, THE “LIMITATION AMOUNT” MEANS [* * *], BUT NOT LESS THAN [* * *].

3.23

Intentionally omitted

3.24

[* * *]

[* * *]

3.25

Non-Exclusive Market

This Agreement does not grant Supplier any right or privilege to provide to AT&T any Material and Services of the type described in or purchased under this Agreement. Except for obligations arising under an Order, this Agreement does not obligate AT&T to purchase or license any such Material or Services. AT&T may contract with other manufacturers and vendors for the procurement or trial of Material and Services comparable to those described in or purchased under this Agreement, and AT&T may itself perform such Services and Supplier may supply and distribute directly and indirectly Material and Services to third parties through other channels.

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3.26

Notices

Each Party giving or making any notice, consent, request, demand, or other communication (each, a “Notice”) pursuant to this Agreement must give the Notice in writing and use one of the following methods, each of which for purposes of this Agreement is a writing: in person; first class mail with postage prepaid; Express Mail, Registered Mail, or Certified Mail (in each case, return receipt requested and postage prepaid); internationally recognized overnight courier (with all fees prepaid); facsimile; or email. If Notice is given by e-mail, it must be confirmed by a copy sent by any one of the other methods. Each Party giving Notice shall address the Notice to the appropriate person (the “Addressee”) at the receiving Party at the address listed below:

Supplier

Mobile Iron, Inc.

000X Xxxx Xxxxxxxxxxx Xxxx

Xxxxxxxx Xxxx, XX 00000

Xxxxxxxxx, XX 00000

Attn: Legal; ATT Contract Manager

Email Address: [* * *]

Business Number: 000-000-0000

Fax Number: 000-000-0000

AT&T

0000 Xxxx Xxxxxx, 0-X-000

Xxxxx Xxxxx, XX 00000

Attn: Xxxxxxx Xxxxx

Email Address: [* * *]

Business Number: [* * *]

Fax Number: [* * *]

A Notice is effective only if the Party giving notice has complied with the foregoing requirements of this Section and the Addressee has received the notice. A Notice is deemed to have been received as follows:

If a Notice is delivered by first class mail, five (5) days after deposit in the mail;

If a Notice is furnished in person, or sent by Express Mail, Registered Mail, or Certified Mail, or internationally recognized overnight courier, upon receipt as indicated by the date on the signed receipt;

If a Notice is sent by facsimile, upon receipt, by the Party giving or making the Notice, of an acknowledgment or transmission report generated by the machine from which the facsimile was sent, indicating that the facsimile was sent in its entirety to the Addressee’s facsimile number; and

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If a Notice is sent by e-mail, upon successful transmission to the receiving machine, if such Notice is sent in time to allow it to be accessible by the Addressee before the time allowed for giving such notice expires, and a confirmation copy is sent by one of the other methods.

The addresses and facsimile and telephone numbers to which notices or communications may be given to the Addressees of either Party may be changed by written notice given by such Party to the other pursuant to this Section.

3.27

Order of Precedence

The terms of this Agreement govern all Orders for Materials and Services that AT&T may place with Supplier while this Agreement remains in effect. The Parties may not vary or supplement the terms of this Agreement, in connection with any Order, except by Special Terms and Conditions that both Parties have agreed upon. When Special Terms and Conditions are included in an Order and agreed upon, such take precedence over any inconsistent term of this Agreement, but only with reference to the transaction governed by that Order, and Special Terms and Conditions in an Order have no other force or effect. This Agreement supersedes all other pre-printed or standardized provisions that may otherwise appear in any other paper or electronic record of either Party (such as standards terms on purchase order or other order forms, advance shipping notices, invoices, time sheets, packages, and shrink wrap terms and click wrap terms (except for those referenced herein)).

3.28

Orders

AT&T may order Material and Services by submitting Orders in connection with this Agreement that are substantially in the form of Appendix J, specifying the following information:

A description of the Services and Material, amounts ordered, including any numerical/alphabetical identification referenced in the applicable price list and the device counts;

The Delivery Date;

The applicable price(s);

The location at which the Material is to be Delivered, or the site where Services will be rendered;

The location to which invoices are to be sent for payment;

AT&T’s Order number and Point of Sale information; and

The name of the Affiliate ordering Materials and Services.

The name of the Customer to whom the Materials and Services will be resold or sublicensed.

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3.29

Ownership of Work Product

The Parties agree that Services exclude consulting and professional services whereby enhancements, modifications or any development activities will occur. Therefore, the Parties do not anticipate that Work Product (as defined below) will be developed under this Agreement, and the Parties agree to negotiate a separate agreement should the Parties contemplate that development work will be required. However, the following shall apply in the event Work Product is created and the Parties fail to negotiate a separate agreement:

Excluding Standard Software and the Services performed by Supplier as a part of its general and customary installation and training, and its generally and commercially available Maintenance, ownership and all rights in all custom software, content, developments, inventions or deliverables created pursuant to the Services set forth in an Order that: (i) Supplier has charged AT&T or AT&T has otherwise paid any monies or other value to develop (which, for purposes of clarification, shall not include payment of license fees for Standard Software or fees for Maintenance); or (ii) are created in accordance with written specifications provided by AT&T or its Customer where such specifications describe the implementation (“Work Product”), including all rights in any trademarks, patents, copyrights, data, trade secrets and other intellectual property rights thereto, hereby vests exclusively in AT&T regardless of whether Work Product was created solely by Supplier or jointly by the Parties. Work Product does not include software, content, data, inventions, developments or deliverables to the extent developed by Supplier either: (i) prior to the Effective Date of this Agreement, or (ii) independently of the performance of its obligations under this Agreement where (i) and (ii) are without use of any Information provided by or on behalf of AT&T (“Supplier Materials”). The Parties expressly agree to consider as a “work made for hire” any Work Product which qualifies as such under the laws of the United States or other jurisdictions. To the extent the Work Product does not qualify as a “work made for hire” or where AT&T deems necessary for any other reason, Supplier hereby assigns to AT&T all such right, title and interest in such Work Product, Supplier agrees to provide all reasonable assistance, including providing technical information relating to the Work Product and executing all documents of assignment and other documents (and cause its agents, contractors, subcontractors, employees and others to provide such assistance and information and execute such documents) which AT&T may deem necessary or desirable to perfect its ownership interest in such Work Product, including executing trademark, patent or copyright applications in such Work Product. If the Work Product contains Supplier Materials or any third party materials Supplier or others on its behalf previously or independently developed, Supplier grants to AT&T, or agrees to obtain for AT&T, an unrestricted, perpetual, worldwide, royalty-free license to use, copy, modify, distribute, publicly display, publicly perform, import, manufacture, have made, sell, offer to sell (whether directly or through channels of distribution), exploit and sublicense such materials (and have others do any of the foregoing acts on AT&T’s behalf) solely to the extent they are needed for AT&T to exercise its rights in the Work Product. For the purpose of clarity, where Work Product involves the modification of or additions to the Standard Software, the Work Product shall not be deemed to include or contain Standard Software other than such modifications or additions, but AT&T and its Customers will have the right to use Standard Software that is licensed in accordance with the provisions of this Agreement with such modifications or additions at no additional charge. Any such license shall include AT&T’s right to grant an unrestricted, royalty-free license to its Affiliates for the purposes stated herein. Supplier shall place a copyright or other proprietary notice on the Work Product at AT&T’s request. The Work Product shall constitute AT&T’s Information under this Agreement.

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3.30

Price Revision

Supplier’s current price list is attached as Appendix B. Changes to this price list must be preceded by a minimum of [* * *] prior written notice to AT&T unless specified otherwise in the Statement of Work or Order. Orders received by Supplier prior to the effective date of a price increase will be invoiced at the prices in effect at the time the Order is accepted by Supplier. In the event that the list price of any item of Material is decreased, the new lower list price will apply, but only to Material which has not yet been delivered as of the effective date of the list price decrease. Upon request, Supplier will extend the then current list prices for a period of up to [* * *] for outstanding bids or quotes in which AT&T has committed Material, provided AT&T submits to Supplier relevant information regarding such bid(s) or quote(s).

3.31

Publicity

Except as may be expressly permitted under another agreement with AT&T, Supplier shall not use AT&T’s or its Affiliates’ names, trademarks, service marks, designs, logos or symbols (“AT&T Marks”) as trademarks or service marks. Nor shall Supplier use any language or pictures which could in AT&T’s reasonable judgment imply AT&T’s or its Affiliates’ endorsement by AT&T or its Affiliates or any of its or their employees, in any (i) written, electronic, or oral advertising or presentation, or sales meeting, or (ii) brochure, newsletter, book, electronic database, testimonial quotation, thank you letter, reference letter or other communication of whatever nature ((i) and (ii), collectively “Communications”), without AT&T’s prior written consent which may be granted or withheld in its sole discretion. Supplier must submit to AT&T for written approval, prior to publication or other use, all Communications that mention or display AT&T Marks or that contain any symbols, pictures or language from or by which a connection to said AT&T Marks could reasonably be inferred or implied, where such Communications could reasonably imply such endorsement.

3.32

Quality Assurance

In addition to its obligations under the Section entitled “Warranty,” Supplier represents and warrants that:

all processes utilized to produce Material and provide Services are controlled and adequate to Deliver consistent with Specifications and this Agreement;

to the extent subcontractors are used by Supplier to deliver Materials and Services, Supplier has evaluated the process controls of its subcontractors and vendors and has determined that they are adequate to Deliver Materials and Services consistent with Specifications and this Agreement; and

all Material and Services are subjected to the above-mentioned process controls.

For information purposes only, excellent Quality Management System guidance can be found in TL 9000 and ISO 9001. Copies of ISO 9001 may be ordered through the American Society for Quality at 800.248.1946. Copies of TL 9000 Handbooks may be ordered through the QuEST Forum web site at xxx.xx0000.xxx. Select the Handbook’ link from the TL 9000 home page, which will direct you to the TL 9000 Handbooks purchase page.

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Throughout the term of this Agreement, Supplier shall periodically evaluate process controls to verify whether each is still adequate to Deliver Material and Services consistent with Specifications and this Agreement. AT&T reserves the right to request a review of such process controls throughout the term of this Agreement.

If Supplier or AT&T, at any time during the term of this Agreement, reasonably determines that the process controls are insufficient to meet the obligations herein, then at no additional charge to AT&T, Supplier shall

1. provide to AT&T a quality plan to remedy such insufficient Quality Process. Such quality plan shall include the following information, in detail:

i. a schedule for achieving an adequate Quality Process; and

ii. the actions that will achieve and remedy such insufficiencies.

2. Should remedy efforts described above fail to address insufficiencies within [* * *] or upon AT&T’s notification to Supplier that remedy efforts are insufficient, whichever is earlier, or within a time period as mutually agreed, Supplier shall engage a third party consultant to perform quality control or quality assurance activities. Supplier shall provide AT&T or AT&T’s agent with notice of such engagement, including the name of the third party consultant, and shall provide AT&T or AT&T’s agent with cooperative assistance to such consultant.

If reasonably requested by AT&T Supplier shall:

1. provide performance measurements periodically that demonstrate compliance with the Specifications and this Agreement.

2. The Parties shall mutually agree upon appropriate performance measurements.

Nothing contained in this Clause, “Quality Assurance,” will diminish Supplier’s obligation to Deliver Material and perform Services in conformance to Supplier’s obligations in this Agreement.

3.33.A Records

and Audits

Supplier shall maintain complete and accurate records, in order for AT&T to verify via AT&T Audits:

the accuracy and integrity of its invoices and AT&T’s payment obligations hereunder;

that the Work charged for was actually performed;

that the Services have been and are being provided in accordance with this Agreement;

the performance of its Subcontractors and agents with respect to any portion of the Services; and

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that Supplier and its Subcontractors and agents are meeting applicable regulatory and legal requirements. For purposes of this Section, “Subcontractors” shall include Subcontractors regardless of their tier.

b. Supplier shall provide and shall require that its Subcontractors and agents provide to AT&T, its auditors (including internal audit staff and external auditors), and governmental authorities, access at all reasonable times and upon reasonable notice to:

Supplier employees and Subcontractor and agent employees providing the Services or any portion thereof; and

the Supplier and Subcontractor records pertaining to the Services specified in Section 3.33A(a).

such financial records relating to the invoices and payment obligations and supporting documentation pertaining to the Services as may be reasonably requested by AT&T and its auditors to enable them to audit the performance of the Services (collectively, “AT&T Audits”). Any external auditors utilized by AT&T for AT&T Audits shall be nationally recognized auditing firms under confidentiality obligations consistent with those stated in this Agreement.

The scope of AT&T Audits shall also include:

supporting information and calculations regarding invoices and compliance with service requirements;

AT&T’s access to the records and other supporting documentation shall include the right to inspect and photocopy Supplier’s documentation and the documentation of its Subcontractors and agents, and the right to retain copies thereof outside of their physical location with appropriate safeguards, If such retention is deemed reasonably necessary by AT&T.

AT&T Audits may be conducted once a year (or more frequently if requested by governmental authorities who regulate AT&T’s business, if required by applicable law or if auditors require follow-up access to complete audit inquiries or if an audit uncovers any problems or deficiencies), upon at least five (5) business days advance notice (unless otherwise mandated by law). Supplier will cooperate, and will ensure that its Subcontractors and agents cooperate, in the AT&T Audits, will make the information reasonably required to conduct the AT&T Audits available on a timely basis.

If, as a result of an AT&T Audit, AT&T determines that Supplier overcharged AT&T, then AT&T will notify Supplier of the amount of such overcharge and Supplier will promptly pay to AT&T the amount of the overcharge along with interest from the date of the overcharge. If any such AT&T Audit reveals an overcharge to AT&T during any 12-month period exceeding [* * *] of all charges in the aggregate paid by AT&T hereunder during such period, then Supplier will reimburse AT&T for the reasonable cost of such AT&T Audit. If, as a result of an AT&T Audit, AT&T determines that Supplier has not performed or has unsatisfactorily performed any obligation under this Agreement, then Supplier will promptly remedy the non-performance or unsatisfactory performance.

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Supplier will maintain and retain the records set forth in Subsection (a) during the term of the Agreement and for three (3) years thereafter (unless a discovery or legal hold request is made with respect to such records, in which case Supplier shall retain such records until AT&T notifies Supplier that such discovery or legal hold request has expired). Upon notification by AT&T of a discovery or legal hold request, Supplier shall reasonably cooperate with such request and immediately preserve any Supplier records covered by such request and, unless Supplier in good faith seeks a protective order, promptly provide such Supplier records requested by AT&T related to the inquiry. If requested by Supplier in connection with any such discovery or legal hold request, AT&T shall seek a protective order for any such materials provided by Supplier or otherwise limit or condition discovery or disclosure.

Except as provided in Subsection (d), all reasonable out-of-pocket costs and expenses incurred by AT&T in connection with an AT&T Audit shall be paid by AT&T. Supplier shall be solely responsible for all costs and expenses incurred by Supplier in connection with its obligations under this Section.

Supplier shall contractually require all Subcontractors and agents who perform any part of the Services to comply with the applicable provisions of this Section.

3.33.B Resale

of Material and Services

Subject to the terms and conditions of this Agreement, Supplier shall sell or license to AT&T, as applicable, the Material and Services set forth in Appendix A during the Term of this Agreement. Supplier hereby grants AT&T the right and license to resell or sublicense (pursuant to the terms of Supplier’s XXXX), as applicable, such Material, (which may include Standard Software) and Services that are provided by Supplier or any Approved Source to AT&T Customers under this Agreement.

Any Standard Software delivered by Supplier to AT&T hereunder, Is licensed and not sold.

To the extent Standard Software is provided hereunder, AT&T’s (and its Affiliates) right and license to resell or sublicense, as applicable, such Material and Services only grants to AT&T (and its Affiliates) a license to resell or sublicense such Standard Software as expressly permitted hereunder and to permit delivery of Standard Software to Customers only subject to Supplier’s then current XXXX and Supplier does not transfer any other right, title or interest in any such Standard Software, as defined herein, to AT&T, Affiliates or any Customer. Supplier’s XXXX shall be provided to each Customer in connection with the resale and delivery of Standard Software. Except as expressly granted herein or under a XXXX, Supplier and its licensors retain all right, title and interest relating to the Standard Software. AT&T, Affiliates and its or their Customers are not entitled to receive any source code or source documentation relating to Standard Software. AT&T and Affiliates shall not (and shall not grant any third party the right to): [* * *]

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AT&T shall not grant rights to Standard Software to Customers which are beyond the features/functionality licensed, device count licensed, the term licensed and/or beyond any other limitation specified in the relevant Order or this Agreement.

3.34

Severability

If any provision of this Agreement or any Order or Statement of Work is determined to be invalid, illegal, or unenforceable, the Parties agree the remaining provisions of this Agreement or such Order or Statement of Work shall remain in full force if both the economic and legal substance of the transactions contemplated by this Agreement or such Order or Statement of Work are not affected in any manner that is materially adverse to either Party by severing the provision determined to be invalid, illegal, or unenforceable.

3.35

Survival of Obligations

Obligations and rights under this Agreement, an Order or Statement of Work, which by their nature would reasonably continue beyond the Termination, Cancellation or expiration of this Agreement, an Order or Statement of Work (including those in the Sections entitled “Compliance with Laws,” “Information,” “Indemnity,” “Infringement,” “Insurance,” “ Licenses and Patents,” “Ownership of Work Product,” “Publicity,” “Resale of Material and Services” and “Warranty”) will survive the Termination, Cancellation or expiration of this Agreement or such Order.

3.36

Taxes

Supplier shall invoice AT&T the amount of any federal excise taxes and state and local sales taxes imposed upon the sale or license of Material and provision of Services under this Agreement. All such taxes must be stated as separate items on a timely invoice listing the taxing jurisdiction imposing the tax. Installation, labor and other non-taxable charges must be separately stated. AT&T shall pay all applicable taxes to Supplier that are stated on and at the time the Material or Services invoice is submitted by Supplier. Supplier shall remit taxes to the appropriate taxing authorities. Supplier shall honor tax exemption certificates, and other appropriate documents, which AT&T may submit, pursuant to relevant tax provisions of the taxing jurisdiction providing the exemption.

Supplier shall pay any penalty, interest, additional tax, or other charge that may be levied or assessed as a result of the delay or failure of Supplier, for any reason, to pay any tax or file any return or information required by law, rule or regulation or by this Agreement to be paid or filed by Supplier.

Upon AT&T’s request, the Parties shall consult with respect to the basis and rates upon which Supplier shall pay any taxes or fees for which AT&T is obligated to reimburse Supplier under this Agreement. If AT&T determines that in its opinion any such taxes or fees are not payable, or should be paid on a basis less than the full price or at rates less than the full tax rate, AT&T shall notify Supplier in writing of such determinations, Supplier shall make payment in accordance with such determinations, and AT&T shall be responsible for such determinations. If

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collection is sought by the taxing authority for a greater amount of taxes than that so determined by AT&T, Supplier shall promptly notify AT&T. If AT&T desires to contest such collection, AT&T shall promptly notify Supplier. Supplier shall cooperate with AT&T in contesting such determination, but AT&T shall be responsible and shall reimburse Supplier for any tax, interest, or penalty in excess of AT&T’s determination.

If AT&T reasonably determines that it has reimbursed Supplier for any taxes in excess of the amount that AT&T is obligated to reimburse Supplier, AT&T and Supplier shall consult to determine the appropriate method of recovery of such excess reimbursements. Supplier shall credit any excess reimbursements against tax reimbursements or other payments due from AT&T if and to the extent Supplier can make corresponding adjustments to its payments to the relevant tax authority. At AT&T’s request, Supplier shall timely file any claims for refund and any other documents required to recover any other excess reimbursements, and shall promptly remit to AT&T all such refunds and interest received.

If any taxing authority advises Supplier that it intends to audit Supplier with respect to any taxes for which AT&T is obligated to reimburse Supplier under this Agreement, Supplier shall (i) promptly so notify AT&T, (ii) afford AT&T an opportunity to participate on an equal basis with Supplier in such audit with respect to such taxes and (iii) keep AT&T fully informed as to the progress of such audit. Each Party shall bear its own expenses with respect to any such audit, and the responsibility for any additional tax, interest or penalty resulting from such audit is to be determined in accordance with the applicable provisions of this Taxes Section. Supplier’s failure to comply with the notification requirements of this Taxes Section will relieve AT&T of its responsibility to reimburse Supplier for taxes only if Supplier’s failure materially prejudiced AT&T’s ability to contest imposition or assessment of those taxes.

In addition to its rights under Subsections c., d., and e. above with respect to any tax or tax controversy covered by this Taxes Section, AT&T is entitled to contest, pursuant to applicable law and tariffs, and at its own expense, any tax previously invoiced that it is ultimately obligated to pay. AT&T is entitled to the benefit of any refund or recovery of amounts that it has previously paid resulting from such a contest. Supplier shall cooperate in any such contest, but AT&T shall pay all costs and expenses incurred in obtaining a refund or credit for AT&T.

If either Party is audited by a taxing authority or other governmental entity in connection with taxes under this Taxes Section, the other Party shall reasonably cooperate with the Party being audited in order to respond to any audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously.

AT&T and Supplier shall reasonably cooperate with each other with respect to any tax planning to minimize taxes. The degree of cooperation contemplated by this section is to enable any resulting tax planning to be implemented and

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includes, but is not limited to: Supplier delivering the Software at a location selected by AT&T provided it is within the Territory, and Supplier Delivering all of the Software in electronic form. AT&T shall bear all reasonable external (paid to third parties), additional expenses incurred by Supplier to comply with the provisions of this subsection, but AT&T’s advance written consent is required whenever these expenses for any Software item or update are expected to exceed [* * *] or [* * *] of the cost of the item or update, whichever is less. Supplier’s cooperation is not an agreement with, or guarantee of, the taxability or non-taxability of the transaction.

3.37

Third Party Administrative Services

Supplier acknowledges that a third party administrator will perform certain administrative functions for AT&T in relation to this Agreement. Such administrative functions may include:

Collecting and verifying certificates of insurance;

Providing financial analysis;

If applicable, verifying certifications under the Section entitled “Utilization of Minority, Women, and Disabled Veteran Owned Business Enterprises”; and

Collecting and verifying Supplier profile information.

Supplier shall cooperate with such third party administrator in its performance of such administrative functions and shall provide such data as from time to time the third party administrator may request. Further, notwithstanding any other provision of this Agreement, Supplier agrees that AT&T may provide any information regarding Supplier to such third party administrator. Supplier agrees to pay the third party administrator an annual fee for the performance of these administrative functions, which annual fee shall not exceed [* * *] and a one time set-up fee of [* * *].

3.38

Title and Risk of Loss

Title to Material purchased, but not to Material licensed, passes to AT&T and/or its Customer when possession of the Material passes from Supplier or its intermediary to the carrier. Risk of losses passes to AT&T when possession of Material passes from the carrier at the destination. If this Agreement or an Order calls for Supplier to perform additional Services at destination (such as installation, configuration, or modification), then Supplier assumes and shall assume the risk of loss and damage to the Material resulting from and during the performance of such additional Services.

3.39

Intentionally Omitted

3.40

Warranty

Maintenance: Standard Software and Maintenance Services: AT&T will make no warranty, guarantee, or representation, whether written or oral, on Supplier’s behalf beyond Supplier’s then current standard End User warranty for such Software and Maintenance Services which Supplier provides directly to the Customers as described in the relevant XXXX which governs. Warranties on

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Standard Software and Maintenance Services will flow directly from Supplier to Customer and AT&T will not be a party to any such XXXX or Standard Maintenance Services agreements.

Standard Software: For a period of [* * *], Supplier warrants that such Software substantially conforms to Specifications. AT&T’s sole and exclusive remedy under this limited warranty will be, for Supplier to, repair or replace nonconforming Software, or if repair or replacement is not possible, to refund the fees paid by AT&T for such non-conforming Software.

Services: For a period of [* * *], Supplier warrants to AT&T that any Services provided hereunder will be performed in professional manner, in material compliance with the Specifications to AT&T’s or its Customer’s reasonable satisfaction, and with the care, skill, and diligence, and in accordance with the applicable standards, currently recognized in Supplier’s profession or industry. If Supplier fails to meet applicable professional standards, Supplier will, without additional compensation, promptly correct or revise any errors or deficiencies in the Services furnished hereunder.

Material: For a period of [* * *], Supplier warrants that such Material will be free from defects in material and workmanship under normal use. AT&T’s sole and exclusive remedy and the entire liability of Supplier under the forgoing limited warranty is that Supplier or its service center will repair the Material or if repair is not possible, replace the Material within the warranty period and according to the replacement process described in the Warranty Card (if any), or if no Warranty Card, as described in the Maintenance Agreement (Appendix R3) (the “RMA Procedures”). Supplier replacement parts used in Hardware replacement may be new or reconditioned or refurbished. Supplier’s obligations hereunder are conditioned upon the return of affected Hardware in accordance with Supplier’s or its service center’s then-current RMA Procedures.

Supplier represents and warrants that:

As of the Effective Date of this Agreement, there are no actions, suits, or proceedings, pending or to Supplier’s knowledge threatened, which will have a material adverse effect on its ability to fulfill its obligations under this Agreement;

Supplier will immediately notify AT&T if, during the term of this Agreement, Supplier becomes aware of any action, suit or proceeding, pending or threatened, which may have a material adverse effect on Supplier’s ability to fulfill the obligations under this Agreement or any Order;

Supplier has all necessary skills, rights, financial resources and authority to enter into this Agreement and related Orders, including the authority to provide or license the Material or Services if Supplier does not solely own all intellectual property rights in such Material or Services;

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[* * *]

As of the Effective Date of the Statement of Work or Order, no consent, approval or withholding of objection is required from any entity, including any governmental authority with respect to the entering into or the performance of this Agreement or any Order;

The Material and Software will be provided free of any lien or encumbrance of any kind (other than restrictions expressly set forth herein);

Supplier will be fully responsible and liable for all acts, omissions and Work performed by any of its representatives, including any subcontractor;

All representatives, including subcontractors, will strictly comply with the provisions specified in this Agreement and any Order; and,

[* * *]

Supplier warrants that all Material provided to AT&T hereunder shall be tested prior to Delivery to determine compliance with the Specifications, and [* * *]. Testing will include reasonable regression and interaction testing and load, unit, and integration testing when applicable.

All warranties will survive for the specific term indicated and shall survive inspection, Acceptance, payment and use.

If at any time during the warranty period for Material or Services AT&T or its customer believes there is a breach of any warranty, AT&T or its customer will notify Supplier setting forth the nature of such claimed breach. Supplier shall promptly investigate such claimed breach and shall either (1) provide information satisfactory to AT&T that no breach of warranty in fact occurred or (ii) at no additional charge to AT&T, promptly take such action as may be required to correct such breach. If the required corrective action is to re-perform the Services and/or repair the Material, and if Supplier fails or refuses to make such repairs and/or re-perform such Services, then, in addition to any remedies, Supplier shall provide a full refund of any amounts paid for such Material and Services.

If a breach of warranty has not been corrected within [* * *], AT&T may Cancel the applicable Order.

The warranties extended to AT&T are in addition to any warranty extended directly to AT&T’s customer in the section entitled “Supplier’s XXXX, Warranty Statement, and Maintenance Agreement” AT&T’s Customer may also enforce warranties as provided in that Section.

WITHOUT LIMITING ANY SUPPLIER OBLIGATION SET FORTH HEREIN, EXCEPT AS SPECIFIED IN THIS AGREEMENT OR AN ORDER, WITH RESPECT TO WORK PROVIDED HEREUNDER BY SUPPLIER, ALL

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EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY SUPPLIER.

4.0

Special Terms

4.1

Restricted Activities

Supplier represents and warrants that none of the Services performed by Supplier, its subcontractors, and each of their employees and/or temporary workers, contractors, vendors and/or agents who perform Services for, on behalf of, and/or through AT&T (for the purpose of this clause “Supplier”) under this Agreement involves, nor shall involve any of the following activities:

The collection, storage, handling, or disposal of AT&T Information;

Supplier-offered or -supported AT&T branded services using non-AT&T network and any systems, applications, and network elements, and the information stored, transmitted, or processed with these resources in conjunction with supporting AT&T and/or used by Supplier in fulfillment of its obligations under this Agreement (“Information Resources”);

Connectivity to AT&T non-public networks and Information Resources;

Custom software development or software implementation; or

Website hosting and development for AT&T and/or AT&T’s customers.

Supplier shall indemnify and hold AT&T harmless for any and all of Supplier’s breach of this clause. Additionally, any breach of this clause shall be deemed a material breach of the Agreement.

4.2

Background Checks:

Notwithstanding anything else stated below, the following section shall apply only to the extent an Order requires that Supplier perform Services on AT&T or Customer physical premises:

Supplier, with respect to the following requirements in this Section (collectively, “Background Checks”) and subject to any federal, state, or local laws, rules or regulations which may limit any Supplier action otherwise required by this section, (i) shall make commercially reasonable and legally permitted efforts, including checking the background, verifying the personal information [* * *] determine and verify all information necessary to represent and warrant to AT&T that no Supplier employee, [* * *] (“Supplier Person”) who Supplier proposes to have perform any Service that permits physical access to AT&T ‘s or its Customer’s premises (“Access”) at any time during the Term, [* * *] Supplier shall comply with the obligations of subsections (b) and (c) above through the use of a third party service which shall perform a review of applicable records [* * *] unless a shorter period is required by any federal, state, or local law; all compliance with this section shall be reimbursable and expenses to be covered by AT&T and/or the Customer.

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Supplier acknowledges and agrees that it is Supplier’s sole and exclusive responsibility to determine whether a Supplier Person with a Conviction should be denied Access during the Term under the terms of this Agreement and in compliance with all federal, state, and local laws, unless an exception is granted by AT&T under paragraph e of this Section,

Supplier represents and warrants to AT&T that, to the best of its knowledge, no Supplier Person has (i) falsified any of his or her Identification Credentials, or (ii) failed to disclose any material information in the hiring process relevant to the performance of any Service. Supplier shall not knowingly permit any Supplier Person who has falsified such Identification Credentials or failed to disclose such information to perform any Service that permits Access.

The following definitions apply:

•

“Identification Credentials” includes, with respect to each Supplier Person, his or her Social Security number, driver’s license, educational credentials, employment history, home address, and citizenship indicia.

[* * *]

The failure of Supplier to comply with the requirements of this Section, and/or if any Person who fails such Background Check or who, to Supplier’s knowledge, has falsified Identification Credentials does perform any Service that permits such Access, shall each be considered a material breach of this Agreement. Notwithstanding any of the foregoing, exceptions for individual Supplier Persons may be granted by AT&T on a case-by-case basis.

4.3

Change Notices.

Notwithstanding the forgoing, the term “Material” as used in this section 4.3 shall specifically exclude any Standard Software:

Supplier agrees to notify AT&T, in advance, of any change to be made in the Material furnished in accordance with the Specifications, Software related Documentation and/or Documentation that would materially and adversely impact upon either reliability or the form, fit or function of the Material.

In order for AT&T to review such Material changes, a minimum of [* * *] advance notice before installation in any AT&T Customer location will be required except for those cases where an extremely unsatisfactory condition requires immediate remedial action. The final classification of any Material change proposed by Supplier will be by mutual agreement between Supplier and AT&T.

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In the event that AT&T and Supplier fail to reach agreement on any such change in Material proposed by Supplier, AT&T will have the right, without penalty, to Terminate any or all unfulfilled Orders for Material affected by such change(s) proposed or issued by Supplier.

4.4

Continuing Availability

[* * *]

With respect to any Material that is hardware, if Supplier fails or is unable to supply such spare parts or obtain another source of supply for AT&T, then such inability shall be considered noncompliance with this Section and, in addition to whatever other rights and remedies AT&T may have at law or in equity, Supplier shall be obligated to provide AT&T, without obligation or charge, the “technical information” or any other rights required so that AT&T can obtain such spare parts from other sources.

The “technical information” includes, by example and not by way of limitation:

manufacturing drawings and Specifications of all Material;

manufacturing drawings and Specifications covering special tooling, raw materials, component parts, and the operation thereof;

a detailed list of all commercially available parts and components purchased by Supplier, disclosing the part number, name, and location of the Supplier and price lists for the purchase.

Supplier shall provide AT&T advance written notification no later than [* * *] prior to the discontinuance of the manufacture or the provision of any Material or Service,

[* * *]

4.5

Customer - Information

As between Supplier and AT&T, title to all Customer Information and customer proprietary network information (“CPNI”) (as that term is defined in Section 222 of the Communications Act of 1934, 47 U.S.C. 222, as amended (“Section 222”)) shall be in AT&T. Except as otherwise provided herein, no license or rights to any Customer Information are granted to Supplier hereunder. For clarity, Customer Information specifically excludes any information learned by Supplier from other means (outside of AT&T’s or its Affiliates’ disclosure).

Supplier acknowledges that Customer Information received may be subject to certain privacy laws and regulations and requirements, including requirements of

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AT&T provided to Supplier. Supplier shall consider Customer Information to be private, sensitive and confidential. Accordingly, with respect to Customer Information, Supplier shall comply with all applicable privacy laws and regulations and such requirements, including, but not limited to, the CPNI restrictions contained in Section 222. Accordingly, Supplier shall:

not use any CPNI to market or otherwise sell products to AT&T’s customers, except to the extent necessary for the provision of the Materials or performance of Services for AT&T or as otherwise approved or authorized by AT&T in this Agreement or in writing;

make no disclosure of Customer Information to any party other than AT&T or the applicable Customer, except to the extent necessary for the provision of the Materials or performance of Services for AT&T or the applicable Customer or except such disclosure required under force of law; provided that Supplier shall provide AT&T with notice immediately upon receipt of any legal request or demand by a judicial, regulatory or other authority or third party to disclose or produce Customer Information; Supplier shall furnish only that portion of the Customer Information that Is legally required to furnish and shall provide reasonable cooperation to AT&T should AT&T exercise efforts to obtain a protective order or other confidential treatment with respect to such Customer Information;

use reasonable measures, such as flagging, to identify AT&T’s Customer Information when Supplier incorporates any of AT&T’s Customer Information into any database other than a database maintained exclusively for the storage of AT&T’s Customer Information;

not incorporate any data from any of Supplier’s other customers, including Affiliates of AT&T, into AT&T’s customer database;

make no use whatsoever of any Customer Information for any purpose except to provide the Materials and Services in compliance with the terms of this Agreement;

make no sale, license or lease of Customer Information to any other party;

restrict access to Customer Information to only those employees of Supplier that require access in order to provide the Materials or perform Services under this Agreement;

prohibit and restrict access or use of Customer Information by any of Supplier’s other customers, Supplier’s Affiliates, or third parties except as may be agreed otherwise by AT&T or the applicable Customer;

promptly return all Customer Information to AT&T upon expiration, Termination or Cancellation of this Agreement or applicable schedule or Order, unless expressly agreed or instructed otherwise by AT&T; and

20100106.054.C

immediately notify AT&T upon Supplier’s awareness of (i) any breach of the above-referenced provisions, (ii) any disclosure (inadvertent or otherwise) of Customer Information to any third party not expressly permitted herein to receive or have access to such Customer Information, or (iii) a breach of, or other security incident involving, Supplier’s systems or network that could cause or permit access to Customer Information inconsistent with the above-referenced provisions, and such notice shall include the details of the breach, disclosure or security incident. Supplier shall fully cooperate with AT&T in determining, as may be necessary or appropriate, actions that need to be taken including, but not limited to, the full scope of the breach, disclosure or security incident, corrective steps to be taken by Supplier, the nature and content of any customer notifications, law enforcement Involvement, or news/press/media contact etc., and, except as may be required by any law, rule or regulation, Supplier shall not communicate directly with any AT&T customer concerning the foregoing without AT&T’s consent, which such consent shall not be unreasonably withheld.

For the avoidance of any doubt, as between AT&T and Supplier, Customer Information is the information of AT&T, the forgoing is not intended to prevent Supplier from performing its obligations in connection with this Agreement or the XXXX or Customer’s use of Standard Software.

Notwithstanding this Section or any other provision of this Agreement, including Section 3.17 (“Information”), Supplier may retain, use and disclose aggregate customer data, where no personally identifiable information of any Customer or its employees or agents is contained in or may be derived from such aggregate customer data, and such data is not disclosed in any way that could identify such data as relating solely to AT&T’s Customers hereunder or Services performed for AT&T.

4.6

Dispute Resolution

If the Parties are unable promptly to resolve a dispute informally or by mediation, then, except for a breach (or alleged breach) of the obligations set forth in the sections entitled “Information”, “Ownership of Work Product”, “Publicity”, and “Infringement”, and without limiting either Party’s right to seek appropriate injunctive relief, the Party alleging a material breach (the “Moving Party”) may initiate arbitration by providing the other Party written notice of its intent to arbitrate. If the Parties are unable to agree upon an arbitrator within three (3) business days of the Moving Party’s written notice to arbitrate, the Moving Party may request the American Arbitration Association (“AAA”) to appoint an arbitrator. The AAA shall select an arbitrator who can promptly proceed with and strive to conclude the arbitration as specified herein. If a dispute is submitted to an arbitrator, it shall be finally resolved through binding arbitration in Dallas, Texas, according to the Commercial Arbitration Rules of the AAA, except as modified herein. The award rendered by the arbitrator shall be final and binding on the Parties and shall be deemed enforceable in any court having jurisdiction

20100106.054.C

thereof. The arbitration shall be heard by a single arbitrator who shall by training, education, or experience have knowledge of the general subject matter of this Agreement. The arbitrator shall have only the power to award damages, injunctive relief and other remedies to the extent the same would be available in a court of law having jurisdiction of the matter, except that the arbitrator shall not have the power to vary the provisions of this Agreement. The arbitrator shall promptly commence the arbitration proceeding with the intent to conclude the proceedings and issue a written decision stating in reasonable detail the basis for the award, which must be supported by law and substantial evidence, as promptly as the circumstances demand and permit, but generally no later than ten (10) weeks after the arbitrator’s appointment. Each Party acknowledges that it is giving up judicial rights to a jury trial, discovery and most grounds for appeal under the foregoing provision.

The prevailing Party shall be entitled to recover from the non-prevailing Party the reasonable attorneys’ fees, expenses and costs incurred by the prevailing Party in any arbitration.

No provision of this Section shall limit the right of any Party to exercise its rights of setoff. The exercise of a remedy does not waive the right of either Party to resort to arbitration.

During dispute resolution proceedings, including arbitration, the Parties shall continue to perform their obligations under this Agreement, except for those obligations directly related to the dispute at issue.

4.7

Intentionally Left Blank

4.8

Independent Contractor

Supplier hereby represents and warrants to AT&T that:

Supplier is engaged in an independent business and will perform all obligations under this Agreement as an independent contractor and not as the agent or employee of AT&T;

Supplier’s personnel performing Services shall be considered solely the employees of Supplier and not employees or agents of AT&T;

Supplier has and retains the right to exercise full control of and supervision over the performance of the Services and full control over the employment, direction, assignment, compensation, and discharge of all personnel performing the Services;

Supplier is solely responsible for all matters relating to compensation and benefits for all of Supplier’s personnel who perform Services. This responsibility includes (i) timely payment of compensation and benefits, including, but not limited to, overtime, medical, dental, and any other benefit, and (ii) all matters relating to

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compliance with all employer obligations to withhold employee taxes, pay employee and employer taxes, and file payroll tax returns and information returns under local, state and federal income tax laws, unemployment compensation insurance and state disability insurance tax laws, social security and Medicare tax laws, and all other payroll tax laws or similar laws with respect to all Supplier personnel providing Services;

Supplier shall indemnify, hold harmless and defend AT&T from all Losses related to Supplier’s failure to comply with the immediately preceding paragraph in accordance with the Section entitled “Indemnity.”

4.9

Insignia

Upon agreement in an Order, certain of AT&T’s trademarks, trade names, insignia, symbols, decorative designs, or other similar items (hereinafter “Insignia”), shall be properly affixed by Supplier to the Material (other than Standard Software) furnished at no additional cost to AT&T, except as provided in the Order. Such Insignia shall not be affixed, used, or otherwise displayed on the Material without AT&T’s written approval. The manner in which such Insignia will be affixed must be approved in writing by AT&T.

Supplier agrees to remove, at no additional cost to AT&T, all Insignia from Material not meeting AT&T’s requirements. Supplier agrees to indemnify, hold harmless and defend AT&T from any Loss in connection with Supplier’s failure to remove such Insignia in accordance with the Section entitled “Indemnity.” This Section will in no way alter or modify Supplier’s obligations under this Agreement regarding protection of AT&T’s confidential Information.

4.10

Maintenance Resale

Where Maintenance Services are resold by AT&T as indicated in an Order, they shall be supplied in accordance with Supplier’s then-current terms for Maintenance Services, the current terms of which are attached as Appendix R3. Supplier shall provide AT&T [* * *] written notice before renewal period with any changes to the terms of the then-current Maintenance Services. Supplier’s Maintenance fee shall be that specified in the applicable Order. AT&T may Terminate any such Maintenance Services (purchased separately and not as a part of a subscription license) upon [* * *] notice to Supplier. if AT&T terminates any Maintenance Services, any Maintenance Services charges that AT&T has paid in advance shall be promptly refunded to AT&T on a prorated basis.

4.11

Monthly Order & Shipment Reports

During the term hereof, Supplier agrees to render monthly Order and shipment reports. The report shall be in a form similar to Appendix T that indicates the total dollars paid to Supplier by AT&T for the applicable month, and any additional information so required by AT&T. Supplier shall provide the report on or before the fifteenth (15th) working day of the succeeding month, and shall mail the report to AT&T at the address specified in the Section, Notices.

20100106.054.C

4.12

Part 68 Compliance

To the extent Material is to be furnished by Supplier that requires compliance with Part 68 of the FCC Rules and Regulations as indicated in an Order under the Special Terms and Conditions, the following section shall apply:

When Material furnished under this Agreement is subject to Part 68 of the Federal Communications Commission’s Rules and Regulations (“FCC Rules and Regulations”) as may from time to time be amended, Supplier warrants that such Material complies with Part 68 of such FCC Rules and Regulations, including, but not limited to, all labeling and customer instruction requirements, as well as conformity to technical criteria. Supplier agrees to indemnify and hold AT&T harmless from and against any liability in connection with Supplier’s noncompliance with Part 68 of the FCC Rules and Regulations, including Supplier’s failure to submit its product for certification of technical conformity. Supplier shall, at its expense, defend AT&T, at AT&T’s request, against such liability; provided, however, that Supplier shall (i) keep AT&T fully informed as to the progress of such defense, and (ii) afford AT&T, at its own expense, an opportunity to participate on an equal basis with Supplier in such defense.

4.13

Plant and Work Rules

Supplier will ensure that its employees and agents will, while on the premises of AT&T or any Customer premises, while performing subcontracted Services under this agreement for AT&T, perform such Services in conformance with all AT&T rules and policies (including its “Code of Business Conduct”, a copy of which is available upon request, which prohibits the possession of any weapon or implement which might be used as a weapon on AT&T properties) and the rules and policies of the applicable Customer with whom AT&T is the prime contractor, as previously provided to Supplier. AT&T will have the right to have the Supplier personnel removed and replace Supplier Personnel who in AT&T’s opinion are not conforming to AT&T’s or its Customer’s rules or policies. In addition, Supplier agrees that, where required by government regulations, it will submit satisfactory clearance from the U. S. Department of Defense and/or other federal or state authorities concerned.

4.14

Radio Frequency Energy Standards

Where relevant, Material furnished in connection with this Agreement will comply with the requirements of Telcordia Technologies, Inc. document GR-1089-CORE, Issue 2, Part 3, Electromagnetic Interference, issued February 1999, as may be amended from time to time, including, but not limited to, those Sections concerning the labeling of such Material and the suppression of radio frequency and electromagnetic radiation to specified levels. Should the Material generate harmful interference to radio communications, Supplier shall promptly provide to AT&T information relating to methods of suppressing such interference. In the event such interference, in AT&T’s judgment, cannot reasonably be suppressed, then AT&T may return the Material and obtain a full refund of the price paid for such Material.

Nothing in this Section shall be deemed to diminish or otherwise limit Supplier’s obligations or AT&T’s rights, including those specified in the Warranty Section of this Agreement.

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4.15

Reimbursable Expenses

AT&T is not responsible for any travel, meal or other business related expense incurred by Supplier whether or not incurred in its performance of its obligations under this Agreement, unless reimbursement of expenses is expressly authorized in this Agreement or an Order or SOW pursuant to this Agreement. If reimbursement of expenses is so authorized, in order to be reimbursable, each and every such expense must comply with the requirements of AT&T’s Vendor Expense Policy attached hereto and incorporated herein as Appendix Z. Supplier must provide in a timely manner receipts and other documentation as required by the Vendor Expense Policy and such additional documentation or information requested by AT&T to substantiate expenses submitted by Supplier for reimbursement.

4.16

Shipping and Packing

Unless the Parties otherwise agree, all Material shipped shall be packed and marked by Supplier at no additional charge to AT&T and in accordance with all laws and regulations, transportation industry standards, the requirements specified in Subsection b., and the applicable Order. Software shall be electronically delivered to the Customer directly unless specified otherwise in the applicable Order

With respect to Material that is to be shipped and not electronically delivered, Supplier shall (i) when practical ship Orders complete, provided Supplier may ship Material in partial shipments with prior approval of AT&T; (ii) ship to the destination in the Order; (iii) comply with AT&T’s shipping instructions specified in the Order; (iv) enclose a packing memorandum with each shipment and, when more than one package Is shipped, identify the package containing such packing memorandum; (v) xxxx AT&T’s Order number and product on all packages, shipping papers and subordinate documents; (vi) list basic unit and part number when required by AT&T in the Order; (vii) if applicable, consolidate multiple Orders as one shipment and (viii) provide and state on the xxxx of lading the number of pieces, weight, freight classification, and carrier’s tariff reference number for each individual Order.

4.17

Statement of Work for Subcontracted Services.

The following section shall NOT apply to orders for Standard Software or Maintenance Services: At any time during the term of this Agreement, AT&T may request Supplier to submit a bid to act as a subcontractor to provide Work that is not contemplated under this Agreement under a particular prime contract between AT&T and a customer of AT&T. If Supplier desires to do so and thereafter AT&T selects Supplier, the Parties shall enter into a separate, detailed statement of work which is executed by both Parties (“Statement of Work” or “SOW”), which shall be referenced in or attached to an Order. Each Statement of Work shall set forth the scope of such Work to be provided, the compensation to be paid to Supplier, and other applicable Special

20100106.054.C

Terms and Conditions, including any criteria and procedures for Acceptance of such Work. Following receipt of an Order executed by the Parties, Supplier shall perform such subcontract Work for the particular prime contract in accordance with the provisions of the Order and the Statement of Work.

4.18

Suppliers XXXX Materials Warranty and Maintenance Agreement

For purposes of AT&T’s distribution of Supplier’s licensed Material, Supplier’s warranties, and Supplier’s maintenance agreements, Supplier agrees to provide AT&T’s Customers with copies of any XXXX, Materials Warranty, and standard Maintenance Services agreement authorized or required by Supplier or its original equipment manufacturer or licensor. For reference, a copy of the current version of the XXXX is attached hereto as Appendix R1 a copy of the current version of the Materials Warranty is attached hereto as Appendix R2, and a copy of the current version of the standard Maintenance Services Agreement is attached hereto as Appendix R3. Supplier shall also maintain copies of its XXXX, Materials Warranty, and Standard Maintenance Services agreement at a secure location on the Worldwide Web accessible by pass code, and shall maintain a web link to enable AT&T’s customers to access such agreements via of the Internet, provided such terms shall be subject to confidentiality obligations and only redistributed subject to the confidentiality terms of this Agreement. [* * *]

Supplier further agrees that it will be Supplier’s responsibility to include a copy of its Materials Warranty and XXXX when the Materials are shipped or Software is delivered electronically to AT&T’s end-purchaser, together with instructions directing the AT&T Customer:

To read the XXXX prior to opening the Software package (if shipped) or accepting electronic delivery of the Software.

That the breaking of the seal of the software package or acceptance of electronically delivered software constitutes agreement with and acceptance of the terms and conditions of the XXXX.

AT&T will not be a party to any such XXXX or maintenance services agreement, nor to any Materials Warranty, and the obligations of all such XXXX, Materials Warranties, and maintenance services agreements shall flow directly from Supplier to AT&T’s customer. If Material is ever provided to AT&T for redelivery to Customer, ATT will follow section b above. AT&T will have no other obligations with respect to the licensing of Software or to the warranting of any Materials or Services, other than those set forth in this Section. However, AT&T and not Supplier shall invoice AT&T’s customer for any payments that may become due from customer, and AT&T and not Supplier shall collect and receive payments from AT&T’s customer on account of any such invoice. Any other obligations will be strictly between Supplier and AT&T’s customer as set forth in the XXXX, Materials Warranty, and maintenance services agreements between them.

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Supplier shall indemnify, hold harmless, and defend AT&T harmless from and against Loss in connection with, arising out of, or resulting from any Claim, as provided in the Sections entitled “Indemnity” and “Infringement”.

AT&T agrees to promptly notify Supplier of any Claim and cooperate with Supplier, upon request and at Supplier’s expense, as provided in the Section entitled “Indemnity”.

4.19

Technical Support

Supplier will identify and provide, at no additional cost to AT&T:

Access to a pre-sales engineering team as mutually agreed by the parties that will support AT&T with quoting for the Material and Services provisioned under this Agreement,

Certain mutually agreed upon training to AT&T’s sales force relating to Standard Software and features, functionality, and error corrections (such as bug fixes) supplied to Customers hereunder,

From time to time during the term as mutually agreed to by the Parties, provide AT&T use of the Standard Software, subject to the terms and conditions of the XXXX (except that the “Warranty”, “Indemnity”, “Governing Law”, “Information”, Limitation of Damages” and “Infringement” Sections of this Agreement shall apply to the extent inconsistent with the XXXX), for an evaluation period agreed to by the Parties so that AT&T personnel may test and evaluate Standard Software, including provision of telephone assistance to assist with installation, operation, maintenance and problem resolution during such evaluation period; such use to be strictly limited to such evaluation and testing purposes, and

assistance as mutually agreed by the Parties to engage Supplier’s local and channel sales teams to work In conjunction with AT&T’s sales force.

The availability or performance of this technical support will not be construed as altering or affecting Supplier’s obligations as set forth in the Warranty Section or as provided elsewhere in this Agreement. Supplier will provide to AT&T, and keep current, an escalation document that includes names, titles and telephone numbers, including after-hours telephone numbers, of Supplier personnel responsible for providing technical support to AT&T Customers. Supplier will maintain a streamlined escalation process to speed resolution of reported problems by Customers.

4.20

Trademarks, Trade Names and Copyrights

In the promotion of its business, during the term of this Agreement, AT&T may advertise the availability of Material purchased from Supplier, provided Supplier shall first be provided an opportunity to review the promotional material and provide any reasonable corrections as needed, any such response not to be unreasonably delayed or conditioned. For this purpose, Supplier grants AT&T a non-exclusive, royalty-free, limited license to use Supplier’s regular trade names

20100106.054.C

and trademarks (the “Trademarks”) in such advertising, provided that AT&T displays the symbol “^™” adjacent to each unregistered Trademark and “®” adjacent to each registered Trademark the first time such Trademark is used. Supplier must advise AT&T in writing as to the appropriate symbol to use and its applicable registered and unregistered Trademarks. AT&T agrees to retain Supplier’s legends, Trademarks, logos, tags, proprietary notices and other identifying marks on all Material and promotional literature relating thereto supplied by Supplier hereunder and will not use Supplier’s corporate name, Trademarks or copyright legends in connection with any products or material not provided by Supplier or in any way which might result in confusion as to Supplier and AT&T being separate and distinct entities.

AT&T acknowledges and agrees that Supplier is the exclusive owner of its Trademarks and that the use thereof hereunder will not create in AT&T any right, title or interest therein or thereto and all goodwill associated with such use shall inure to the benefit of Supplier.

4.21

Training Consulting Marketing Sales

Supplier shall provide at no additional cost reasonable training and technical support materials to AT&T’s product marketing and sales personnel to enable such personnel to effectively sell Material, licenses, and Services available under this Agreement. In addition Supplier share marketing collateral and market intelligence with AT&T to support development of Supplier product offerings.

AT&T may reproduce any training material provided by Supplier for the purpose of training AT&T’s personnel. Any such reproduction shall include any copyright or similar proprietary notices contained in the items being reproduced.

4.22

Work Done by Others

If any part of the Material or Services provided under this Agreement is dependent upon work done by others, Supplier shall inspect and promptly report to AT&T any defect that renders such other work unsuitable for Supplier’s proper performance. Supplier’s silence shall constitute Supplier’s understanding and belief that performance of the Work will comply with the requirements of this Agreement. Supplier shall be entirely responsible for all persons furnished by Supplier working in harmony with all others when working on AT&T’s premises or at any other location while performing subcontracted Services under this agreement for AT&T.

5.0

Execution of Agreement

5.1

Transmission of Original Signatures and Executing Multiple Counterparts

Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the parties to the same extent as that of an original signature. This Agreement may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

20100106.054.C

THIS AGREEMENT CONTAINS A BINDING ARBITRATION

PROCEDURE WHICH MAY BE ENFORCED BY THE PARTIES.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date the last Party signs.


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxxxx X. Xxxxxx	By:	/s/ Xxxxxxx Xxxxx

Printed Name:	Xxxxxx X. Xxxxxx	Printed Name:	Xxxxxxx Xxxxx

Title:	CEO	Title:	Sr. Contract Manager

Date:	April 22, 2010	Date:	April 22, 2010

/s/ Xxxx Xxxxxxxx

XXXX XXXXXXXX

BUSINESS DEVELOPMENT

April 22, 2010

20100106.054.C

Appendices

Appendix A - Description of Supplier’s Material and/or Services

Supplier shall provide the following Material and Services:


		Description of Supplier’s Material and/or Services
Software SKU Number		Description
MI-IPHONE-IP-12		MobileIron iPhone for Enterprise Subscription - 12 month term
MI-IPHONE-IP-24		MobileIron iPhone for Enterprise Subscription - 24 month term
MI-IPHONE-IP-36		MobileIron iPhone for Enterprise Subscription - 36 month term
MI-AM-ANY-12		MobileIron Advanced Management Subscription - 12 month term
MI-AM-ANY-24		MobileIron Advanced Management Subscription - 24 month term
MI-AM-ANY-36		MobileIron Advanced Management Subscription - 36 month term
MI-INTEL-ANY-12		MobileIron Intelligence Subscription - 12 month term
MI-INTEL-ANY-24		MobileIron Intelligence Subscription - 24 month term
MI-INTEL-ANY-36		MobileIron Intelligence Subscription - 36 month term
MI-COREBUND-ANY-12		MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 12 month term
MI-COREBUND-ANY-24		MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 24 month term
MI-COREBUND-ANY-36		MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 36 month term
MI-OTHERSUB-ANY-NA		MobileIron Other Subscriptions
MI-IPHONE-IP-PERP		MobileIron iPhone for Enterprise Software License
MI-AM-ANY-PERP		MobileIron Advanced Management Software License
MI-INTEL-ANY-PERP		MobileIron Intelligence Software License
MI-COREBUND-ANY-PERP		MobileIron Core Bundle Software License (Advanced Management + Intelligence)
MI-OTHER-ANY-PERP		MobileIron Other Perpetual Software Licenses

Services and Accessories SKU Number

Ml-VAPPL-ANY		MobileIron Smartphone Management Virtual Appliance
Ml-VAPPLSENTRY-ANY		MobileIron Sentry Virtual Appliance
MI-CUSTCARE-ANY		MobileIron Annual Standard Maintenance and Support
MI-TRN-ANY		MobileIron QuickStart Web-based Training (6 hours)
MI-PS-ANY		Professional Services (please ask for a project-specific quote)

20100106.054.C

Appendix B - Supplier’s Price(s)

Supplier shall provide the Material and related Services, if any, including any applicable deliverables, for the following prices:

Supplier’s Prices


Software SKU Number	Description	Price ($US) per registered device
MI-IPHONE-IP-12	MobileIron iPhone for Enterprise Subscription - 12 month term		[* * *]	[* * *]
MI-IPHONE-IP-24	MobileIron iPhone for Enterprise Subscription - 24 month term		[* * *]	[* * *]
MI-IPHONE-IP-36	MobileIron iPhone for Enterprise Subscription - 36 month term		[* * *]	[* * *]
MI-AM-ANY-12	MobileIron Advanced Management Subscription - 12 month term		[* * *]	[* * *]
MI-AM-ANY-24	MobileIron Advanced Management Subscription - 24 month term		[* * *]	[* * *]
Ml-AM-ANY-36	MobileIron Advanced Management Subscription - 36 month term		[* * *]	[* * *]
MI-INTEL-ANY-12	MobileIron Intelligence Subscription - 12 month term		[* * *]	[* * *]
MI-INTEL-ANY-24	MobileIron Intelligence Subscription - 24 month term		[* * *]	[* * *]
MI-INTEL-ANY-36	MobileIron intelligence Subscription - 36 month term		[* * *]	[* * *]
MI-COREBUND-ANY-12	MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 12 month term		[* * *]	[* * *]
MI-COREBUND-ANY-24	MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 24 month term		[* * *]	[* * *]
MI-COREBUND-ANY-36	MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 36 month term		[* * *]	[* * *]
MI-OTHERSUB-ANY-NA	MobileIron Other Subscriptions

MI-IPHONE-IP-PERP	MobileIron iPhone for Enterprise Software License		[* * *]	[* * *]
MI-AM-ANY-PERP	MobileIron Advanced Management Software License		[* * *]	[* * *]
MI-INTEL-ANY-PERP	MobileIron Intelligence Software License		[* * *]	[* * *]
MI-COREBUND-ANY-PERP	MobileIron Core Bundle Software License (Advanced Management + Intelligence)		[* * *]	[* * *]
MI-OTHER-ANY-PERP	MobileIron Other Perpetual Software Licenses

Services and Accessories SKU Number		Price ($US)

MI-VAPPL-ANY	MobileIron Smartphone Management Virtual Appliance	$	—	per virtual appliance
MI-VAPPLSENTRY-ANY	MobileIron Sentry Virtual Appliance	$	—	per virtual appliance
Ml-CUSTCARE-ANY	MobileIron Annual Standard Maintenance and Support		[* * *]	per year on perpetual license list price. required for perpetual licenses while in use
MI-TRN-ANY	MobileIron QuickStart Web-based Training (6 hours)		[* * *]	per QuickStart program
MI-PS-ANY	Professional Services (please ask for a project-specific quote)		[* * *]	per project

20100106.054.C

Appendix B1 - Suppliers Discount Schedule

Supplier shall provide the Material and related Services, if any, including any applicable deliverables, for the prices listed in Appendix B, less the following discounts:

Supplier’s Discount Schedule

[* * *] discount for Software SKUs

[* * *] discount for Services and Accessories SKUs

20100106.054.C

Appendix C - Specifications

AT&T’s Specifications and business requirements include:

AT&T’s Specifications and business requirements shall be provided in each Statement of Work or Order.

20100106.054.C

Appendix D - Acceptance Letter

[ , 200 ]

[Name]

[Supplier Name]

[Address]

[City], [State] [Zip]

Attn:

In accordance with Section Delivery, Performance, and Acceptance of Agreement [Agreement No.], between [Supplier Name] and AT&T, effective [Effective Date], the undersigned accepts the Material and/or Services described on Order [Order No.] to the above-mentioned Agreement as of [Date of Acceptance].


AT&T Services, Inc.

By:


Print Name

Title:

Date:

20100106.054.C

Appendix E - Supplier’s Notice of Completion

AT&T

[Street Address]

[City, State, Zip]

Attn:

[Supplier Name] hereby informs you that as of [Date of Completion], we have completed Delivery as required under our Agreement [Agreement No.]. Upon receipt of this Notice, your Acceptance Test Period will commence.


[Supplier Name]

Signed:

Printed Name:

Title:

20100106.054.C

Appendix G - Intentionally Omitted

20100106.054.C

Appendix H - Intentionally Omitted

20100106.054.C

Appendix J - Order

Order

This Order is by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”) and AT&T Services, Inc., a Delaware corporation (“AT&T”), and shall be governed pursuant to the terms and conditions of Agreement Number 20100106.054. Any terms and conditions in this Order that modify or change the terms and conditions of Agreement Number 20100106.054 shall apply to this Order only.

1.	Description of Material and/or Services:

Supplier shall provide [fill in what Supplier will provide and reference the Appendix that describes the applicable Material or Services].

2.	Duration of Order:

[State the term required to perform Services.]

3.	Personnel to Perform the Services:

[State whether there is any specific personnel required to perform Services.]

4.	Location:

[Fill in where Services will be performed or Material will be shipped.]

5.	Prices:

[State the applicable price or reference the Appendix that states the applicable price.]

6.	Payment:

[Payments must be linked to milestones; for instance, delivery of Material or performance of Service, or reference Agreement as appropriate.]

20100106.054.C

7.	Invoices/Billing Information:

Invoices and billing Information are to be sent:


To:

8.	Project Manager/Point of Contact:

The project manager and/or point of contact shall be:

9.	Name of Affiliate Ordering Services:

10. Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., ..pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the parties to the same extent as that of an original signature. This Agreement may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

IN WITNESS WHEREOF, the Parties have caused this Order to be executed as of the date the last Party signs.


Mobile Iron, Inc.						AT&T Services, Inc.

By:						By:

Printed Name:						Printed Name:

Title:						Title:

Date:						Date:

20100106.054.C

Appendix R1 - End User License Agreement

Mobile Iron, Inc.

End User Agreement

THIS DOWNLOAD CONTAINS COMPUTER PROGRAMS, DOCUMENTATION AND OTHER PROPRIETARY MATERIAL THAT BELONG TO MOBILEIRON INC. (“MOBILEIRON”) AND ITS LICENSORS AND ARE SUBJECT TO THIS END USER AGREEMENT (“AGREEMENT”).

BY CLICKING ON THE “ACCEPT” BUTTON, OR WHEN YOU AND/OR THE ENTITY THAT YOU REPRESENT INSTALLS OR OTHERWISE USES ANY PART OF THIS SOFTWARE, (1) YOU ARE REPRESENTING AND WARRANTING (A) THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER (DEFINED BELOW) AND (B) THAT THE REGISTRATION FORM THAT ACCOMPANIES THIS INSTALLATION AND/OR USE HAS BEEN FULLY AND ACCURATELY COMPLETED AND SUBMITTED AND PROPERLY IDENTIFIES THE CUSTOMER/ENTITY WHO IS TO BE THE LICENSEE HEREUNDER (“CUSTOMER”) AND (II) CUSTOMER IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF YOU, OR CUSTOMER DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT, (1) CLICK THE “CANCEL” BUTTON AND (2) NEITHER YOU NOR THE CUSTOMER WILL BE AUTHORIZED TO USE OR HAVE ANY LICENSE TO USE ANY PART OF THE DOWNLOADS.

IF YOU OR CUSTOMER ARE DEEMED TO HAVE ORDERED THE DOWNLOAD, MOBILEIRON’S ACCEPTANCE IS EXPRESSLY CONDITIONAL ON ASSENT TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS (SPECIFICALLY INCLUDING ANY NEW OR DIFFERENT TERMS CONTAINED IN CUSTOMER’S PURCHASE ORDER; IF THESE TERMS ARE CONSIDERED AN OFFER BY THE CUSTOMER ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

NOTWITHSTANDING ANY OF THE FOREGOING, IF CUSTOMER AND MOBILEIRON HAVE EXECUTED A WRITTEN END USER AGREEMENT IN CONNECTION WITH THE DELIVERY OF SOFTWARE PROVIDED HEREUNDER (“SIGNED LICENSE AGREEMENT”), THEN THE TERMS OF THE SIGNED LICENSE AGREEMENT SHALL GOVERN AND CONTROL AND THIS AGREEMENT SHALL HAVE NO EFFECT.

CUSTOMER AND MOBILEIRON AGREE AS FOLLOWS:

1. Certain Definitions. For purposes of this Agreement:

“Authorized Reseller” shall mean any authorized reseller of MobileIron Software who validly sells Customer a license to the Software subject to the terms and conditions of this Agreement.

“Customer Representatives” shall mean any employee of Customer or any contractor of Customer whom Customer provides a copy of the Software (or any component thereof) for use on behalf of and for the benefit of the Customer and for Customer’s internal business purposes, subject to all the terms and conditions of this Agreement.

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“Documentation” means written and/or electronic user or technical documentation pertaining to the Software which is made available by MobileIron together with the Software.

“Invoice” shall mean the final approved invoice Customer obtains from MobileIron (or its Authorized Reseller) for the licensing of the Software, which invoice shall minimally describe the specific Software licensed, the License Term, the license and support and maintenance fees due (if any), the term of support and maintenance, and the Licensed Device Count.

“Licensed Device Count” shall mean the maximum number of registered devices that Customer may have at anytime which make use of the device Software licensed hereunder; such maximum count to be specified on the relevant Invoice. For the avoidance of doubt, registered devices are those devices which have loaded device Software and which have not been retired (meaning unregistered).

“License Term” means the term of this Agreement as specified in the Invoice; the license term shall commence upon the delivery of the Software and shall be subject to the termination rights specified herein.

“Software” means the computer programs, including any server side, client-side, and/or installer software delivered hereunder, and any Documentation, backup copies and Upgrades and/or modifications to any of the forgoing provided to Customer hereunder.

“Upgrades” shall mean any updates, upgrades, maintenance releases, bug fixes or modified versions of the Software provided to Customer in connection with this Agreement or any Support and Maintenance Services.

“MobileIron Hardware” shall mean any MobileIron branded hardware that MobileIron furnishes to Customers directly or to its Authorized Resellers for distribution to Customer.

2. License. Subject to the terms and conditions of this Agreement, during the Licensed Term, MobileIron grants to Customer (and any Customer Representatives authorized by Customer to use the Software on behalf of Customer in compliance with the terms of this Agreement), a non-exclusive, non-transferable and non-sublicensable license to use the object code form of the Software identified on the Invoice solely for Customer’s internal business purposes, and solely In accordance with the relevant Documentation. Customer shall not and shall not permit any Customer Representatives to use the Software in excess of or beyond the feature set(s), Licensed Term, Licensed Device Count, server counts, site(s), and/or other restrictions/limitations described in the applicable Invoice.

3. Evaluation License and Terms Specific to Evaluation Copies of Software. For any evaluation copies of Software provided to Customer, the following shall apply (notwithstanding any contrary term specified in any other sections of this agreement): (A) unless otherwise specified in the Invoice, the requirement to pay license fees does not apply; and (B) the Software license is limited to the evaluation term permitted by MobileIron (or its Authorized Reseller) and only for the limited purpose of evaluating the Software and establishing Customer’s desire to purchase licenses to Software; and (C) the Software is provided “As Is” without any warranty of any kind; and (D) Customer shall not be entitled to any Support and Maintenance Services or any Upgrades; and (E) MobileIron and/or the Authorized Reseller may terminate the evaluation license with five (5) days notice to Customer and require Customer to promptly return the evaluation copies of the Software and remove all copies of Software from its systems.

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4. Restrictions. Except as otherwise expressly permitted under this Agreement, Customer shall not (and shall not authorize or permit any third party including any Customer Representatives to): (i) copy or use the Software or any portion thereof, except as expressly authorized by this Agreement; (ii) use the Software on unauthorized equipment or products, (iii) modify the Software or create derivative works based upon the Software; (iv) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; (v) use or permit the Software to be used to perform services for third parties, whether op a service bureau or time sharing basis or otherwise, without the express written authorization of MobileIron; (vi) disclose, provide, or otherwise make available trade secrets contained within the Software in any form to any third party without the prior written consent of MobileIron; (vii) release, publish, and/or otherwise make available to any third party the results of any performance or functional evaluation of the Software without the prior written approval of MobileIron; or (viii) alter or remove any proprietary notices or legends contained on or in the Software. For the avoidance of doubt all restrictions specified herein with respect to Software apply to all components (including Documentation). If the Software makes available cellular tower identification information with associate latitude and longitude location information, Customer agrees that neither it nor its end users will use such latitude and longitude location information to create a latitude/longitude lookup database for cellular towers. There are no implied licenses granted by MobileIron under this Agreement.

5. Support and Maintenance. If Customer has paid MobileIron or an Authorized Reseller the relevant fees to obtain support and maintenance services directly from MobileIron, then subject to the terms and conditions of this Agreement and subject to MobileIron’s then-current standard support and maintenance terms, MobileIron shall provide Customer it’s then current support and maintenance services for the relevant maintenance term. The then-current support and maintenance services terms and conditions are available at xxxx://xxx.xxxxxxxxxx.xxx/xxxxxxx.xxxx; such terms, as modified from time to time, are incorporated herein by reference. For Customer’s who have purchased support and maintenance services from Authorized Reseller (for delivery by such Authorized Reseller and not MobileIron) please contact the Authorized Reseller for terms of support and maintenance services.

6. Tracking; Device Count Increases; Reporting; Invoice. At anytime during the License Term, if Customer learns that the number of devices on which Software is loaded (“Actual Device Count”) exceeds the Licensed Device Count or if Customer wishes to increase the Licensed Device Count, then Customer shall notify MobileIron (or the Authorized Reseller) and pay the incremental license fees due, and after the relevant payment has been received, the Licensed Device Count shall be amended to reflect this change. During the License Term of, Customer shall track the number of active devices onto which the Software is downloaded and, at least ninety (90) days prior to end of each calendar year of the license, Customer will provide MobileIron or its Authorized Reseller (as relevant) a report, which report. shall identify: (i) the total number of active devices onto which the device Software is downloaded as of such date, i.e. the Actual Device Count; (ii) the number of servers onto which the server Software is downloaded; and (iii) any other information reasonably required by MobileIron at the time as it

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relates to the use of the Software. At any time, Mobile Iron and/or its Authorized Resellers may invoice Customer if it learns of any shortfalls, i.e. that the Licensed Device Count is below the Actual Device Count. Unless otherwise agreed in writing, the fees charged will be based on MobileIron’s then-current price list.

7. Indemnity. Subject to the terms herein, MobileIron, at its own expense, shall defend Customer from any and all third party claims that the Software infringes or violates any third party intellectual property right in the country that Customer purchased a license to Software and MobileIron shall indemnify Customer from any amounts assessed against Customer in a resulting judgment or amounts to settle such claims, provided that Customer: (a) gives MobileIron prompt written notice of any such claim; (b) permits MobileIron to control and direct the defense or settlement of any such claim; and (c) provides MobileIron all reasonable assistance in connection with the defense or settlement of any such claim, at MobileIron’s expense. If Customer’s use of the Software is (or in MobileIron’s opinion is likely to be) enjoined, MobileIron, at its expense and in its sole discretion, may: (i) procure the right to allow Customer to continue to use the Software, or (ii) modify or replace the Software or infringing portions thereof to become non-infringing, or (iii) if neither (i) nor (ii) is commercially feasible, terminate Customer’s right to use the affected portion of the Software and refund any license fees paid by Customer corresponding to such Software, pro-rated over a three (3) year period from delivery (unless the License Term is shorter than three years in which case the prorated period shall equal to the License Term). Notwithstanding the foregoing, MobileIron shall have no obligations under this Section to the extent any infringement claim is based upon or arises out of: (i) any modification or alteration to the Software not made by MobileIron or its contractors; (ii) any combination or use of the Software with products or services not approved by MobileIron in writing; (iii) Customer’s continuance of allegedly infringing activity after being notified thereof; (iv) Customer’s failure to use Updates made available by MobileIron; and/or (v) use of the Software not In accordance with the applicable Documentation or outside the scope of the license granted under this Agreement. The remedies set forth in this Section constitute Customer’s sole and exclusive remedies, and MobileIron’s entire liability, with respect to infringement or misappropriation of third party intellectual property.

8. Privacy; Identifiable Information; and Aggregated Anonymous Data. In order to perform to its specifications, the Software regularly communicates with MobileIron hardware/software/servers during the normal course of operation. To the extent MobileIron gains access to any personally identifiable information about Customer (including any Customer Representative) in connection with such communications (“Identifiable Information”), MobileIron agrees that it (and/or its contractors) will not ever share such Identifiable Information with other third parties except (i) where pre-approved by Customer, (ii) as required by law, or (iii) to its contractors under obligations of confidentiality as required to support Customer and maintain the Software. Customer agrees that MobileIron and/or its contractors may also collect aggregated anonymous information about device and usage activity (“Aggregated Anonymous Data”) and use, store, analyze, and disclose such Aggregate Anonymous Data to diagnose problems, improve its products or offerings, provide services, and to conduct product marketing, research and development activities. Aggregate Anonymous Data shall only include data or information which is NOT specifically identifiable to Customer. Customer understands and agrees that such Aggregate Anonymous Data shall be owned by MobileIron and MobileIron shall not be restricted from using or disclosing such Aggregate Anonymous Data in any way.

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9. Ownership. The Software is licensed and not sold. MobileIron and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to the Software and Documentation all copies or portions thereof, and any derivative works thereof (by whomever created). All suggestions or feedback provided by Customer or its employees or agents (including Customer Representatives) to MobileIron or its Authorized Resellers with respect to the Software shall be MobileIron’s property and deemed Confidential Information of MobileIron and Customer hereby assigns the same to MobileIron.

10. Software Delivery; Hardware Restrictions. MobileIron’s policy is to deliver Software electronically; The Software shall be deemed delivered and the term of the license to Software shall commence on the date the Software is delivered to Customer. Upon request, Customer shall provide MobileIron a “Delivery Acknowledgement Letter” acknowledging delivery of software in a formal provided by MobileIron. Customer is aware that Software may only be used on equipment containing and meeting the software and hardware specification specified by MobileIron in its Documentation and that Customer may purchase such Hardware separately though third parties.

11. Term and Termination. This Agreement and the license granted herein shall remain effective until terminated or until the License Term expires whichever is earlier. This Agreement may be terminated by a party: (i) upon thirty (30) days written notice, if the other party materially breaches any provision of this Agreement and such breach remains uncured within such thirty (30) day period; or (ii) effective immediately, if the other party ceases to do business, or otherwise terminates its business operations without a successor; or (iii) effective immediately, if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is filed against it and not dismissed within ninety (90) days. Upon termination, Customer shall destroy (or at MobileIron’s option, return) all copies of Software in its possession or control. Sections 1, 3, 4, 6, 7, 8, 9, 11, 12, 13, 14 and 15 shall survive any termination or expiration of this Agreement.

12. Confidentiality. “Confidential Information” means any non-public data, information and other materials regarding the products, software, services or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided to the other party where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary. Without limiting the foregoing, the Software and any performance data, benchmark results, and technical information relating thereto, the Documentation, MobileIron’s pricing information and the terms and conditions of this Agreement (but not its existence) shall be deemed the Confidential Information of MobileIron. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is already known to the Receiving Party (defined below) prior to disclosure by the Disclosing Party (defined below); (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; or (iv) is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure and reasonably cooperates with the Disclosing Party in limiting such disclosure. Each

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party (the “Receiving Party”) agrees to keep the Confidential Information of the other party (the “Disclosing Party”) in confidence and not to use such Confidential Information except in performing hereunder. Except as expressly authorized herein, the Receiving Party agrees to: (i) treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care; and (ii) disclose the Disclosing Party’s Confidential Information only to those employees and contractors of the Receiving Party who have a need to know such information for the purposes of this Agreement, provided that any such employee and contractor shall be subject to a binding written agreement with respect to such Confidential Information at least as restrictive as the terms of this Agreement, and the Receiving Party shall remain solely liable for any non-compliance of such employee or third party with the terms of this Agreement.

13. Disclaimer of Warranties.

Software Warranty. For a period of ninety (90) days from the date of delivery of Software to Customer, MobileIron warrants that the Software substantially conforms to its published specifications described in the end user Documentation supplied by MobileIron. This limited warranty extends only to the Customer who is the original licensee. Customer’s sole and exclusive remedy and the entire liability of MobileIron and its suppliers and licensors under this limited warranty will be, at MobileIron’s option, repair or replacement of the Software, or if repair or replacement is not possible, to refund the license fees paid for the Software upon the return and removal of all Software from servers and devices.

Hardware Limited Warranty. If Customer has ordered and received MobileIron Hardware from MobileIron or an Authorized Reseller of MobileIron Hardware, then MobileIron warrants that for a period of twelve (12) months from the date of shipment of the MobileIron Hardware to Customer (but in case of resale by an Authorized Reseller, not to exceed more than fifteen (15) months from original shipment date by MobileIron), that the Hardware will be free from defects in material and workmanship under normal use. The date of shipment of MobileIron Hardware by MobileIron is set forth on the packaging material in which the Hardware is shipped. This limited warranty extends only to the original user of the MobileIron Hardware. Customer’s sole and exclusive remedy and the entire liability of MobileIron and its suppliers under this limited warranty will be, at MobileIron’s or its service center’s option, to repair the MobileIron Hardware or if repair is not possible to replacement of the MobileIron Hardware within the warranty period and according to the replacement process described in the Warranty Card (if any), or if no Warranty Card, as described at xxxx://xxx.xxxxxxxxxx.xxx/xxxxxxx.xxxx (the “RMA Procedures”). MobileIron replacement parts used in MobileIron Hardware replacement may be new or reconditioned or refurbished. MobileIron’s obligations hereunder are conditioned upon the return of affected MobileIron Hardware in accordance with MobileIron’s or its service center’s then-current RMA Procedures.

Service Warranty. For a period of ninety (90) days from the date of delivery of service to Customer, MobileIron represents and warrants to Customer that all services provided hereunder shall be performed in a manner conforming to generally accepted industry standards and practices for similar services. MobileIron’s entire liability and Customer’s sole and exclusive remedy for any breach of the preceding warranty will be for MobileIron to re-perform the nonconforming services, provided that MobileIron must have received written notice of the nonconformity from Customer no later than ninety (90) days after the original performance of the services by MobileIron.

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Restrictions. This warranty does not apply if the Software, MobileIron Hardware, or any portion thereof: (i) which has been altered, except by MobileIron or its authorized representative, (ii) has not been used, installed, operated, repaired, or maintained in accordance with the relevant license agreement and/or published end user documentation provided by MobileIron, (iii) which has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (iv) which is licensed, for beta, evaluation, testing or demonstration purposes. Additionally, this warranty only applies to the original licensee and does not apply to any bug, defect or error caused by or attributable to other software or hardware used with the Software or MobileIron Hardware not supplied by MobileIron.

DISCLAIMERS. EXCEPT FOR ANY LIMITED WARRANTY EXPRESSLY PROVIDED ABOVE, THE SOFTWARE, DOCUMENTATION, ANY RELATED SERVICES, AND/OR ANY MOBILEIRON HARDWARE ARE PROVIDED “AS IS” AND MOBILEIRON AND ITS LICENSORS PROVIDE NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, DOCUMENTATION, SERVICES, AND/OR MOBILEIRON HARDWARE. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY MOBILEIRON, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. FURTHER, MOBILEIRON AND ITS LICENSORS DO NOT WARRANT THE RESULTS OF USE OF THE SOFTWARE OR DOCUMENTATION OR THAT THE SOFTWARE IS BUG/ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. IN ADDITION, DUE TO CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON/ATTACHING MOBILE DEVICES AND SOFTWARE, MOBILEIRON DOES NOT WARRANT THAT THE SOFTWARE OR ANY EQUIPMENT, SYSTEM, OR NETWORK ON WHICH THE SOFTWARE IS USED WILL BE FREE OF VUNERABILITY TO INTRUSION OR ATTACK. MOBILEIRON DOES NOT WARRANT THAT ANY SERVICES CONNECTING TO THE SOFTWARE PROVIDED BY THIRD PARTIES WILL BE FREE FROM ERRORS OR INTERRUPTIONS OF SERVICE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

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14. Limitation of Liabilities. EXCEPT FOR ANY LIABILITY ARISING UNDER SECTION 2 (LICENSE), SECTION 4 (RESTRICTIONS), SECTION 7 (INDEMNITY), OR SECTION 12 (CONFIDENTIALITY), IN NO EVENT WILL CUSTOMER OR MOBILEIRON OR MOBILEIRON’S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE OR OTHERWISE AND EVEN IF MOBILEIRON OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY LIABILITY ARISING UNDER SECTION 2 (LICENSE), SECTION 4 (RESTRICTIONS), SECTION 7 (INDEMNITY), OR SECTION 12 (CONFIDENTIALITY), IN NO EVENT SHALL CUSTOMER OR MOBILEIRON (OR MOBILEIRON’S SUPPLIERS’ OR LICENSORS’) LIABILITY TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, OR OTHERWISE, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY OR MOBILEIRON’S THIRD PARTY LICENSORS OR SUPPLIERS UNDER THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE FEES RECEIVED BY MOBILEIRON FROM CUSTOMER (AND IN THE CASE OF CUSTOMER FEES PAID AND DUE TO MOBILEIRON OR ITS AUTHORIZED RESELLER) IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM, WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. Customer agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether Customer has accepted the Software or Documentation or any other product or service delivered by MobileIron or its Authorized Resellers.

15. General

a. Third Party Code. Software utilizes and/or interfaces with other third party material, including open source libraries/components/applications/user interface/utilities (collectively referred to as “Third Party Code”); to the extent applicable, use of Third Party Code shall be subject to the notices/disclaimers/requirements of such Third Party Code provided to Customer as a part of Documentation.

b. Third Party Services. Any third party services accessed through the Software (collectively “Third Party Services”) are made available to Customer subject to the terms of MobileIron’s support and maintenance services agreement and use and access to such Third Party Services requires a current MobileIron support and maintenance agreement and shall be subject to MobileIron’s then current Support and Maintenance terms.

c. Customer Records. Customer grants to MobileIron and its independent accountants the right to examine Customer’s books, records and accounts during Customer’s normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to MobileIron the appropriate license fees, plus the reasonable cost of conducting the audit.

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d. Export. Software and Documentation, including technical data, may be subject to U.S. export control laws, Including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software and Documentation.

e. U.S. Government End User Purchasers. The Software and Documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, Customer may provide to Government end user or, if this Agreement is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in this Agreement. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein.

f. Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to or application of choice of law rules or principles. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Santa Xxxxx County, California; Customer hereby agrees to service of process in accordance with the rules of such courts. Notwithstanding any choice of law provision or otherwise, the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on the International Sale of Goods shall not apply. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

g. Entire Agreement; Modifications. Except as expressly provided herein, this Agreement (specifically including any terms incorporated herein by reference) constitutes the entire agreement between the parties with respect to the license of the Software and delivery of support and maintenance services (where relevant) and delivery of MobileIron Hardware (where relevant). Except as expressly provided herein, this Agreement supersedes and cancels all previous written and oral agreements and communications relating the subject matter of this Agreement. Except as expressly provided herein, this Agreement may be amended only by a writing executed by both parties.

h. Illegality. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, that provision shall modified, limited or eliminated to the minimum extent necessary and such declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect.

i. Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

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j. Assignment. This Agreement is personal to Customer and may not be assigned or transferred without MobileIron’s prior written consent, provided that MobileIron may not unreasonably withhold consent in the event Customer requests assignment to a successor In Interest of all of its business or assets. Any action or conduct in violation of the foregoing shall be void and without effect. MobileIron expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

k. Legal Fees. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.

l. Notice. Any and all notices or other information to be given by one of the parties to the other shall be deemed sufficiently given when forwarded by certified mail (receipt requested), or hand delivery to the other party to the address set forth on the MobileIron Invoice. Such notices shall be deemed to have been received on the first business day following the day of such delivery. The address of either party may be changed at any time by giving ten (10) business days prior written notice to the other party in accordance with the foregoing.

m. Equitable Relief. The parties agree that a material breach of this Agreement adversely affecting MobileIron intellectual property rights in Software or the Confidential Information of either party may cause irreparable injury to such party for which monetary damages would not be an adequate remedy and the non-breaching party shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.

n. Basis of the Bargain. Customer acknowledges and agrees that MobileIron has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.


[ACCEPT]				[CANCEL]

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Appendix R2 - Materials Warranty

Not applicable.

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Appendix R3 - Maintenance Agreement

MobileCare Support and Maintenance Agreement

(End User Customers)

This MobileCare Support and Maintenance Agreement (“SMA”) is an agreement between MobileIron and the MobileIron Customer who is entitled to receive support and maintenance services from MobileIron (either because it has purchased support services separately or is entitled to receive such services in connection with a purchase of a subscription license) (“Customer”). This SMA sets forth the terms and conditions under which MobileIron (and/or its authorized representative) will provide the “Support and Maintenance Services” (as described herein) for the MobileIron products referenced in the applicable MobileIron (or MobileIron’s Authorized Reseller) invoice (including the Software, firmware, and/or MobileIron Hardware included within such product and any updates, upgrades and/or replacement parts provided hereunder) (collectively the “Product”).

MAINTENANCE TERM AND TERMINATION. “Maintenance Term” shall be defined as follows: (a) if Customer has purchased Support and Maintenance Services as a part of a subscription license, then the Maintenance Term shall be for the duration of the subscription license purchased; or (b) if Customer has purchased Support and Maintenance Services separately, the Maintenance Term will be twelve (12) months from the delivery of the Software, unless an extended Maintenance Term is purchased, in which case the Maintenance Term will be for such extended term. If Support and Maintenance Services have been separately purchased, the Maintenance Term may be extended for additional twelve (12) month periods or any other extended period mutually agreed to in an Invoice (each an additional Maintenance Term), beginning upon the day immediately following the end of the then-current Maintenance Term, provided MobileIron receives and accepts a purchase order and payment of the then-current Support and Maintenance Fees required for the Product. Customer may terminate this SMA at any time for convenience. If Customer terminates this SMA for convenience, the Support and Maintenance Fee (if any paid separately) is not refundable. This SMA shall terminate immediately: (a) upon termination of the End User Agreement entered into between Customer and MobileIron for the Product (“End User Agreement”), and (b) upon any material breach of this SMA or the End-User Agreement (including for nonpayment), if such breach is not cured within thirty (30) days.

PAYMENT. Unless the support and maintenance fee is included in the license fee (i.e. in subscription licenses) as clearly indicated on the MobileIron (or MobileIron’s Authorized Reseller’s) Invoice, payment for the services and the access rights specified herein (“Support and Maintenance Fee”) is due upon receipt of the MobileIron (or MobileIron’s Authorized Reseller’s) Invoice specifying the Support and Maintenance Fee due for the relevant Maintenance Term. The Support and Maintenance Fee is net of all taxes and duties. Customer agrees to pay all applicable taxes and duties due in connection with the Support and Maintenance Services, other than MobileIron income taxes.

REINSTATEMENT AFTER TERMINATION. If there is a lapse in the Maintenance Term, and Customer does. not renew this SMA for a period of time, Customer may renew this SMA, subject to payment of then current Support and Maintenance Fee plus an amount equal to the Support and Maintenance Fees that would have been payable during the period of lapse on a pro-rated basis.

SUPPORT AND MAINTENANCE SERVICES. Subject to the terms of this SMA, MobileIron will use commercially reasonable efforts to provide Customer the following “Support and Maintenance Services”:

(a) Software Maintenance. MobileIron will provide the Customer access to all software updates and software upgrades for the Product, to the extent created and generally released to other MobileIron customers who purchase Support and Maintenance Services without any additional charge (“Updates”). MobileIron retains the right to create for-charge add-ons, which shall not be included with the Support and Maintenance Services except for an additional fee as determined by MobileIron, in its sole discretion.

(b) MobileIron Hardware Repair/Replacement. Customer shall document and promptly report all suspected malfunctions of the MobileIron Hardware supplied by MobileIron (if any) via email or via phone, and cooperate with MobileIron in its investigation to determine if the MobileIron Hardware is defective. If the MobileIron Hardware is defective, MobileIron will issue Customer a Return Material Authorization (“RMA”) number. Customer will ship the defective MobileIron Hardware to MobileIron, freight prepaid and insured. MobileIron will

20100106.054.C

ship Customer replacement MobileIron Hardware with freight prepaid for next business day delivery in the United States. For all other countries, replacement MobileIron Hardware shall be shipped priority delivery after the RMA number has been issued; please contact MobileIron support for the method and timing of such shipment. In order for MobileIron to be able to ship next business day, the RMA number must be issued no later than 1:00 P.M. during MobileIron’s normal business hours. As a condition of MobileIron shipping Customer the replacement MobileIron Hardware prior to Customer returning the defective MobileIron Hardware, Customer must agree to return the defective MobileIron Hardware to MobileIron within fifteen (15) business days or Customer will be invoiced for the replacement MobileIron Hardware at MobileIron’s then current list price and Customer agree to pay such invoice within thirty (30) days of the invoice date. All replaced MobileIron Hardware will be the property of MobileIron. Replacement MobileIron Hardware may be new, reconditioned or contain refurbished materials. MobileIron may in its sole discretion modify the MobileIron Hardware at no cost to Customer to improve its reliability or performance.

(c) Telephone and Web Support. MobileIron agrees to provide Customer access to MobileIron’s customer support personnel via telephone and the web to assist Customer in resolving technical questions regarding the Product and the use of the Product during MobileIron’s normal business hours. Please refer to xxxx://xxx.XxxxxxXxxx.xxx/xxxxxxx (or such other URL provided by MobileIron from time to time) for specific information concerning telephone and web support business hours.

(d) Error Correction; Bug Fixes. Customer shall document and promptly report all suspected errors or malfunctions of the Software to MobileIron via email or MobileIron’s bug tracking system, and cooperate with MobileIron in its bug investigation by phone, email, and through MobileIron’s bug tracking system. MobileIron will provide Customer with a trouble ticket number that Customer will use to track the status of any confirmed defect in the Software (i.e. any failure for the Software to meet the MobileIron specifications for the Software). MobileIron reserves the right to close the trouble ticket without further responsibility if Customer does not provide appropriate feedback to MobileIron within thirty (30) days of receiving a patch or workaround, or if Customer fails to respond to a request for additional information.

LIMITATIONS. MobileIron is only responsible to provide Customer’s Designated Support Contacts (described below) with the Support and Maintenance Services described herein. MobileIron shall not be responsible for any software, firmware, hardware, information or memory data contained in, stored on or integrated with any Product returned to MobileIron pursuant to this SMA. Services described herein do not include any support of any failure or defect in the Product due to Customer or any damage from shipment, handling, storage, accident, abuse or misuse of Product (or any component thereof), or if Product (or any component thereof) has been used or maintained in a manner not conforming to the requirements or suggestions in the published Product end user documentation or in the End User Agreement, or if Product (or any component thereof) has been modified in any way, or has had any serial number removed or defaced. Service or repair of the Product by anyone other than MobileIron (or an authorized representative of MobileIron) will void MobileIron’s obligations herein. MobileIron obligations stated herein shall apply only to the most current release of the Product (including the Software). If MobileIron agrees to remedy any errors or problems not covered by the terms of this SMA, MobileIron may perform such work at its then-current standard time and material rates.

CUSTOMER OBLIGATIONS; DESIGNATED SUPPORT CONTACTS. Customer shall appoint up to two (2) individuals who are knowledgeable in the operation of the Product to serve as primary Customer contacts with MobileIron for support calls (“Designated Support Contacts”). All support calls shall be initiated through these contacts. Customer may change its primary or alternate contacts at any time upon written notification to MobileIron. Customer may appoint additional primary contacts upon receipt by MobileIron of the standard fees due for such additional support contacts. Customer may inquire with MobileIron support personnel to obtain the then-current pricing for such additional support contacts. Customer may not share login passwords or other benefits of this SMA with any other persons nor use any software updates or software upgrades or other Services furnished to Customer under this SMA for any product for which Customer has not purchased Services. In order for MobileIron or its agent to perform diagnostic testing and fault isolation with minimal system interruption, Customer agrees to provide MobileIron (and/or its authorized agents) with remote access via network connection.

THIRD PARTY SERVICES. Product accesses certain third party services (“Third Party Services”). Customer may only access and use such Third Party Services for so long as Customer has a current SMA in place with MobileIron and is current on payment of the Support and Maintenance Fees. Customer’s use and/or access to Third Party Services shall be limited to those uses and access rights permitted by the third party service providers. If during the Maintenance Term a third party provider terminates access to the Third Party Services, then MobileIron

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will notify Customer of the same, and access to such services will terminate as of the effective date specified by such third party provider. Within thirty (30) days of the notification by MobileIron of the termination of Third Party Services, the Customer may terminate this SMA for convenience (effective no earlier than the date the service access rights are terminated). Upon such termination, Customer shall be entitled to receive a pro-rata refund on the Support and Maintenance Fees paid to MobileIron (if any are separately paid). MobileIron shall have no liability to Customer in connection with any termination of such services or the Customer’s use of the Third Party Services. All warranties associated with such services are only those directly provided by the third party service provider to Customer.

LIMITED WARRANTY; WARRANTY DISCLAIMER. MobileIron represents and warrants to Customer that all services provided hereunder shall be performed in a manner generally conforming to generally accepted industry standards and practices for similar services. MobileIron’s entire liability and Customer’s sole and exclusive remedy for any breach of the preceding warranty will be for MobileIron to re-perform the nonconforming services, provided that MobileIron must have received written notice of the nonconformity from Customer no later than thirty (30) days after the original performance of the services by MobileIron. Except as expressly provided in this paragraph, the services provided hereunder are provided “AS IS”. WITHOUT LIMITING THE FOREGOING, MOBILEIRON DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. The foregoing disclaimer does not modify any warranties provided in the End User Agreement or in MobileIron’s standard warranty documentation.

LIMITATION OF LIABILITY. EXCEPT FOR DAMAGES FOR BODILY INJURY TO THE EXTENT THE FOLLOWING LIMITATIONS ARE PROHIBITED OR UNENFORCEABLE UNDER APPLICABLE LAWS, NEITHER MOBILEIRON NOR ITS SUPPLIERS SHALL BE LIABLE TO CUSTOMER FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF DATA, EQUIPMENT DOWNTIME OR LOST PROFITS), EVEN IF MOBILEIRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, TO THE EXTENT MOBILEIRON OR ITS SUPPLIERS MAY BE HELD LEGALLY LIABLE TO CUSTOMER BY A COURT OF COMPETENT JURISDICTION, THE AGGREGATE LIABILITY OF MOBILEIRON AND ITS SUPPLIERS AND LICENSORS IN CONNECTION WITH THIS SMA, INCLUDING FOR ANY SERVICES, THIRD PARTY SERVICES, SOFTWARE AND/OR PRODUCTS PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF THE ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO MOBILEIRON IN THE PRECEDING TWELVE (22) MONTHS UNDER THIS SMA. In no event will MobileIron be liable for delay or non-delivery due to causes beyond its reasonable control.

GENERAL. This SMA is governed and interpreted in accordance with the laws of the State of California, U.S.A. without reference to conflicts of laws principles and excluding the United Nations Convention on Contracts for the Sale of Goods. Customer consents to the exclusive jurisdiction of, and venue in, Santa Xxxxx County, California, U.S.A. Customer shall not transfer, assign or delegate this SMA or any rights or obligations hereunder, whether voluntarily, by operation of law or otherwise, without the prior written consent of MobileIron. Subject to the foregoing, the terms and conditions of this SMA shall be binding upon and inure to the benefit of the parties to it and their respective heirs, successors, assigns and legal representatives. This SMA and the End User Agreement constitutes the entire Agreement between Customer and MobileIron with respect to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard thereto. No modification of or amendment to this SMA, nor any waiver of any rights under this SMA, by MobileIron shall be effective unless in writing. If any of the provisions of this SMA is held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, such provision shall be enforced to the maximum extent permissible and such holding shall not affect the validity or enforceability of the remaining provisions of this SMA. Should Customer have any questions regarding this SMA, or if Customer desire to contact MobileIron for any reason, please write to: MobileIron, Inc., 000X Xxxx Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, XX 00000.

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Appendix R4 - Return Materials Authorization Policy

Not applicable.

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Appendix U - Partnered Maintenance Solutions

This Appendix U is a Special Term and Condition and is only applicable to the extent referenced in an Order in the Special Terms and Conditions section of such Order

Definitions:

“Partnered Maintenance Solutions” means an AT&T branded maintenance solution to support Supplier resale equipment. AT&T will provide First and Second Level support to the AT&T’s Customer. Supplier will provide AT&T Advanced Parts Replacement and direct access to Supplier’s Third Level support.

“Advanced Replacement” means the shipment of the Material necessary to correct an existing error to AT&T or AT&T’s Customer prior to Supplier receiving the faulty Material from AT&T or AT&T Customer based on service level purchased.

“First Level Support” means the ability to provide general Material information (pre-sales and post-sales), Hardware and Software configuration, installation, and upgrade support; collect relevant technical problem identification information; perform base problem determination; provide basic support on the standard protocols and features; provide regular problem resolution status reports to the AT&T Customer; maintain knowledge of the AT&T Customer’s network.

“Second Level Support” means First Level Support plus the ability in relation to the Material to resolve the majority of misconfigurations, troubleshoot and simulate complex configuration, Hardware, and Software problems, support problem isolation and determination of Material Specification defects; provide lab simulation and interoperability and compatibility testing for new Software and Hardware releases prior to being deployed into an AT&T Customer’s production network; define an action plan; provide advanced support on all protocols and features; have the ability to analyze traces, diagnose problems remotely and provide Supplier with complete steps to reproduce a problem.

“Third Level Support” means fixing or generating work-arounds for Hardware and Software bugs and troubleshooting bugs that were not diagnosed or resolved during Second Level Support.

Common Maintenance Sections

•

Rights and Responsibilities of Supplier

•

Rights and Responsibilities of AT&T

•

Availability (hours) and responsiveness

•

AT&T shall have the ability to initiate a trouble call requesting either Hardware and/or Software support at any time twenty-four (24) hours per day and seven (7) days per week, including all holidays.

•

Supplier shall respond to the trouble call according to the applicable service level for hardware or software.

•

For all hardware service levels providing on site repairs including related System-Based Software, the Supplier shall either accept the trouble call immediately, with a

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short wait of less that [* * *] or will accept the information for the trouble call in a message and return the call to AT&T within [* * *]. Failure to accomplish these response times shall be treated as a failure to satisfy the required service level for Customer.

•

For all Hardware not requiring on site repairs, the Supplier will either accept the trouble call immediately, with a short wait of less than [* * *], or return the trouble call quickly enough to permit meeting the agreed upon service level as specified in the Hardware Maintenance section of this appendix . Failure to provide an appropriate delivery of the applicable Material when the trouble call was initiated prior to a cutoff time separately agreed by both Parties shall be treated as a failure to satisfy the required service level for the customer.

•

For all Software products that have maintenance coverage, Supplier will provide Technical support within [* * *] of the initial trouble call. Supplier shall provide a technician on AT&T’s first call for software maintenance capable of providing Third Level Support. Prior to initiating a trouble call to the Supplier, AT&T’s technical support staff shall provide First and Second Level support to the customer. Failure for Supplier to have an adequately trained technician return the original trouble call shall be treated as a failure to satisfy the service level for the specific customer.

•

Maintenance of existing Material

•

From time to time AT&T may be engaged by an AT&T Customer to provide Maintenance Service on Material that was not sold to the AT&T Customer by AT&T. In these cases, AT&T shall have the ability to order hardware and/or Software maintenance on the affected Material from the Supplier. In such case, Supplier shall offer the maintenance Services to AT&T according to developed Pricing. .

•

If the AT&T Customer had prepaid any fees for maintenance, either directly to the Supplier or to a distributor or other Re-Supplier of affected equipment, Supplier will continue to provide these Services to AT&T at no cost for the duration of the prepaid maintenance period.

•

If the Material AT&T desires to maintain using Supplier’s services was not under maintenance by the Supplier immediately prior to AT&T assuming responsibility for maintenance, Supplier shall have the option to perform an inspection of the affected Material to determine if it can be maintained without additional repairs.

•

Should an inspection be needed, both Supplier and AT&T shall agree to the inspection costs and who shall be responsible for these costs prior to any inspection taking place.

•

Pricing

•

Pricing for maintenance Services for equipment and System-Based Software shall be based on the service levels defined in the Agreement .

•

Pricing for maintenance services for Software other than System-Based Software shall be based on the service levels defined in the Agreement .

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•

Maintenance Period.

•

The Maintenance period will begin at the end of the Warranty Period and continue for at least twelve (12) months.

•

If Maintenance service is purchased prior to the expiration of the Warranty Period, Supplier shall provide the same Services and support that would be provided during the Maintenance Period at no additional cost to AT&T.

•

[* * *]

•

[* * *]

•

Problem Priority Definitions:

•

Priority 1: An existing network is down or there is a critical impact to the AT&T Customer’s business operation. Supplier, AT&T and AT&T Customer will commit full-time resources to resolve the situation.

•

Priority 2: Operation of an existing network is severely degraded, or significant aspects of the AT&T Customer’s business operation are being negatively impacted by unacceptable network performance. Supplier, AT&T and AT&T Customer will commit full-time resources during Standard Business Hours to resolve the situation.

•

Priority 3: Operational performance of the network is impaired while most business operations remain functional. Supplier, AT&T and AT&T Customer are willing to commit reasonable resources during Standard Business Hours to restore service to satisfactory levels.

•

Priority 4: Information or assistance is required on a Supplier’s product capabilities, installation, or configuration. There is clearly little or no impact to the AT&T Customer’s business operation. Supplier, AT&T and AT&T Customer are willing to provide resources during Standard Business Hours to provide information or assistance as requested.

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Escalation Guideline: (NOTE: Supplier please insert the appropriate titles in your Organization along with contact information.)


Elapsed Time	Priority 1	Priority 2	Priority 3	Priority 4
[* * *]	Customer Engineering Manager
[* * *]	Technical Support Director	Customer Engineering Manager
[* * *]	Vice President Customer Service	Technical Support Director
[* * *]	[* * *]	Vice President Customer Service
[* * *]			Customer Engineering Manager
[* * *]		[* * *]	Technical Support Director	Customer Engineering Manager

Note: Priority 1 problem escalation times are measured in calendar hours 24 hours per day, 7 days per week. Priority 2, 3 and 4 escalation times correspond with Standard Business Hours.

•

The Supplier Manager to which the problem is escalated will take ownership of the problem and provide the Integrator with updates.

•

AT&T shall initiate escalation at the Customer Engineering Manager level and proceed upward using the escalation guideline shown above for reference. This will allow those most closely associated with the support resources to correct any service problems quickly.

Escalation Contact List - Supplier (NOTE: Supplier please insert the appropriate titles in your Organization along with contact information.)


• Customer Engineering Manager:



• Technical Support Director:



• Vice President - Operations/Customer Service:



• [* * *]

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Escalation Contact List - AT&T

The following is a list of managers and officers at AT&T who should receive updates from their counterpart at the Supplier when a problem has started the escalation process:


• Customer Engineering Manager:



• Technical Support Director:



• Vice President - Operations/Customer Service:

(All AT&T escalation contacts can be reached at their listed primary number or through the Service Center that originated the trouble call.)

Service Level Agreement:

Liquidated Damages

Termination for Convenience

Cancellation

Expiration

Termination of Material Agreement prior to the expiration of maintenance on specific products

Knowledge Base

Technical Support Maintenance Plans (with both software and hardware elements)

Software Maintenance Sections:

Software Corrections

Software Upgrades

Service Levels

Services not covered

Hardware Maintenance Sections:

Hardware Maintenance Levels:


24x7 + 2 hr on site /4 hr repair SLA		NBD Advance replacement
24x7 + 4 Hr on site + 4 hr repair SLA		Scheduled repair periods
24x7 + 4 hr on site no SLA		Work to be performed
(8,10,12) x 5, 4 hr on site		Part quality
(8,10,12) x 5 NDB on site		Services not covered

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Appendix Z - Vendor Expense Policy

AT&T Vendor Expense Policy

AT&T Inc. and Participating Companies

(Updated 2/1/09)

1.0

General

The AT&T Vendor Expense Policy (VEP) provides guidelines to be followed by all vendors of AT&T in requesting reimbursement for business travel, meals and other business related expense. Expenses outside this policy are not reimbursable.

The following principles apply to requests for expense reimbursement:

When spending money that is to be reimbursed, vendors must ensure that an AT&T Company (“Company”) receives proper value in return.

The concept that a vendor and their employees are ‘entitled’ to certain types or amounts of expenditures while conducting business with the Company is erroneous. Personal expenditures reported for reimbursement should be billed exactly as they were incurred. The use of averages for any type expenditure or combination of expenditures is not permitted except as specifically provided or documented in a contract.

Every vendor and AT&T employee who certifies or approves the correctness of any voucher or xxxx should have reasonable knowledge the expense and amounts are proper and reasonable. In the absence of the adoption of such policy, or existing contractual agreements, these guidelines are considered the minimum requirements for requesting reimbursement of Company funds.

Deviations from this VEP must be approved in writing by the sponsoring Senior Manager or Officer of an AT&T Company.

Employees should refer to the Section entitled “Payments” in the Schedule of Authorizations for Affiliates of AT&T Inc. for appropriate supplier invoice authorization approval levels.

Receipts will be requested and reviewed for any unusual or out of the ordinary expenses or where the approver cannot make a reasonable determination of the propriety of the invoice without a receipt.

The origination of a given expenditure for business purposes is the responsibility of the vendor Incurring the expense and the authorization of that expense is the responsibility of the appropriate level of AT&T management in accordance with the Schedule of Authorizations for Affiliates of AT&T Inc.

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1.1

Non-Reimbursable Expenses

The following is a list, although not all inclusive, of expenses considered not reimbursable:

•

Airline club membership fees, dues, or upgrade coupon

•

Xxxxxx/Hairstylist/Beautician Expenses

•

Birthday cakes, lunches, balloons, and other personal celebration/recognition costs

•

Break-room supplies for the supplier, such as coffee, xxxxxxx, paper products, soft drinks, snack food

•

Car rental additional fees associated with high speed toll access programs and GPS devices

•

Car Washes

•

Clothing, personal care items, and toiletries

•

Credit card fees

•

Entertainment expenses

•

Expenses associated with spouses or other travel companions

•

Expenses to cover meals or expenses for an AT&T employee, whether in a home location or on official travel

•

Flowers, cards and gifts

•

Health Club and Fitness facilities

•

Hotel pay-per-view movies, Video Games and/or mini bar items

•

Insurance for rental car and or flight

•

Internet access in hotels (added to 3.5)

•

Laundry (except when overnight travel is required for 7 or more consecutive nights)

•

Lost luggage

•

Magazines & newspapers

•

Meals not consistent with AT&T’s Global Employee Expense Policy and or meals not directly required for doing business on the AT&T account (e.g. suppliers cannot voucher lunch with each other simply to talk about AT&T)

•

Medical supplies

•

Membership fees to exercise facilities or social/country clubs

•

Movies purchased while on an airplane

•

Office expenses of suppliers

•

PC, cell phone, and other supplier support expenses (unless specifically authorized in the agreement)

•

Personal entertainment

•

Phone usage on airline unless AT&T business emergency

•

Safe rentals during a hotel stay

•

Surcharges for providing fast service (not related to delivery charges such as Fedex, UPS, etc.). AT&T expects all suppliers to complete the terms of contracts in the shortest period practicable, Charges for shortening the timeframe in which contracts are fulfilled are not permissible.

•

Tips for housekeeping and excessive tips, i.e., in excess of 15% to 18% of cost of meal or services, excluding tax

•

Tobacco Products

•

Traffic or Parking Fines

•

Travel purchased with prepaid air passes.

•

Upgrades on airline, hotel, or car rental fees

•

Water (bottled or dispensed by a supplier), (unless authorized for specific countries where it is recommended that bottled water is used)

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The failure to comply with the above mentioned restrictions will result in the Company refusing payment of charges or pursuing restitution from the vendor.

2.0

Responsibilities

2.1

Vendor’s Responsibility

AT&T’s sponsoring managers will ensure that vendors have been covered on this policy prior to incurring any expenditure. Vendors and their sponsoring AT&T managers are responsible for clarifying any questions or uncertainties they may have relative to reimbursable business expenses.

It is mandatory that financial transactions are recorded in a timely manner. Out-of-pocket business expense(s) for vendors that are not submitted for reimbursement within 90 calendar days from the date incurred are considered non-reimbursable. Company managers who are responsible for approving reimbursable expenses of vendors should ensure they are submitted and approved in a timely manner.

3.0

Travel Policy

Vendors must first consider the feasibility of using videoconferencing or teleconferencing as an alternative to travel. Travel that is to be reimbursed by AT&T should be incurred only as necessary and pre-approved by AT&T (unless otherwise authorized in the agreement).

AT&T reserves the right to dispute any expense submittal and if not verifiable as valid may reject reimbursement. Reimbursements will be made to vendor only after expenses are verified as valid.

3.1

Travel Authorization

Travel requiring overnight stays must be pre-approved by the sponsoring AT&T Senior Manager (5^th Level or above) and should be approved only if it is necessary for the vendor to travel to perform required work.

3.2

Travel Reservations

Vendors are expected to procure the most cost efficient travel arrangements, preferably equivalent to the AT&T discount rate. AT&T does not reimburse for travel purchased with prepaid air passes.

3.3

Travel Expense Reimbursement

Vendor travel expenses incurred for company business are reimbursable only as specified in these guidelines. Travel expenses may include the following:

•

Transportation (airfare or other commercial transportation, car rental, personal auto mileage, taxi and shuttle service)

•

Meals and lodging

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•

Parking and tolls

•

Tips/xxxxxx service (if necessary and reasonable)

•

Vendors who stay with friends or relatives or other vendor employees while on a Company business trip will NOT be reimbursed for lodging, nor will they be reimbursed for expenditures made to reciprocate their hospitality by buying groceries, being host at a restaurant, etc.

The expense must be ordinary and necessary, not lavish or extravagant, in the judgment of the AT&T sponsoring management. Any reimbursement request must be for actual expenditures only.

3.4

Air Travel Arrangements

Vendors must select lowest logical airfare (fares available in the market at the time of booking, preferably well in advance of trip to attain lowest possible airfare). Vendors shall book coach class fares for all travel at all times. First class bookings are not reimbursable. Vendors can request business class when a single segment of flight time (“in air time” excluding stops, layovers and ground time) is greater than 8 hours providing the relevant manager pre-approves.

3.5

Hotel Arrangements

AT&T has established Market-Based Room Rate Guidelines for vendors to reference when making hotel reservations in the United States (see Addendum A). U.S. vendors traveling outside the U.S. should reference the GSA, Government Per Diem as a guide:

xxxx://xxxxxxx.xxxxx.xxx/xxx000/xxx_xxxx.xxx. Non-US vendors may use these dollar per diems as a guide, but any locally specified per diems will take precedence. Vendors are expected to abide by these guidelines when making hotel arrangements or use specified AT&T preferred hotels/maximum location rates or reasonably priced hotels outside of the U.S. The AT&T supplier manager can advise which hotel/max rate to use if there is a hotel in the location concerned. AT&T will only reimburse vendors up to the established room rate guideline/AT&T preferred hotel rate in each market, or for actual hotel lodging charges incurred, whichever is less.

There must be a strong business justification for incurring any cost for internet access, and a request for reimbursement must be accompanied by a detailed explanation regarding reason for charge.

Note: Vendors must indicate the number of room nights on the transaction line when invoicing for reimbursement of hotel expenses. Copies of all hotel bills must be made available for any invoice containing lodging charges.

3.6

Ground Transportation

While away from their home location overnight, vendors are expected to utilize rapid transit or local shuttle service. If the hotel provides a complimentary shuttle, vendors are to use this service before paying for transportation. If complimentary service is not provided a taxi or other local transportation is reimbursable as a business expense. Tips provided to taxi drivers cannot exceed 15% of the value of the total fare

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A rental car is appropriate when the anticipated business cost is less than that of other available public transportation. Except to the extent necessary to accommodate several travelers and/or luggage requirements, vendors will not be reimbursed for automobile rentals other than economy or mid-sized/intermediate models.

“Loss Damage Waiver” and “Extended Liability Coverage” are not considered reimbursable in the US. Prepaid fuel or refueling charges at the time of return are not reimbursable.

Rental cars should be refueled before returning to the rental company, since gas purchased through the rental company carries an expensive refueling service charge.

3.7

Use of Personal Vehicle

When use of personal vehicle is required, the current locally approved mileage rate for miles driven for the business portion of the trip should be the maximum used to determine the amount to be reimbursed.

3.8

Parking

If airport parking is necessary, vendors must use long term parking facilities. Additional costs for short term, valet or covered parking are not reimbursable.

3.9

Entertainment

Entertainment expense is not reimbursable to vendors. Entertainment includes meal expense involving AT&T personnel, golf fees, tickets to events and related incidental expenses. Hotel charges for a pay-per-view movie, individual sightseeing tours, or other individual activities (i.e., golf, sporting event, movie, etc.) are not reimbursable.

3.10

Laundry and Cleaning

Reasonable laundry charges during business trips of seven or more consecutive nights are reimbursable based on actual expenses incurred.

3.11

Communications

•

The actual cost of landline telephone calls for AT&T business is reimbursable. The use of AT&T products is required when available.

•

AT&T will not reimburse vendors for cell phone bills unless approved under the contract. With prior consent of the sponsoring AT&T Senior Manager, only individual calls that exceed a vendor’s rate plan that are necessary to conduct business for AT&T may be reimbursed.

•

Charges for high speed internet access are not reimbursable unless specifically approved in the contract.

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3.12

Business Meals (Travel and Non-Travel)

Vendors are expected to find reasonably priced dining alternatives. As a general rule, vendors are expected to spend USD $42.00 or less per day (or local currency equivalent) inclusive of tax and gratuity or to abide by the legally specified per diem applicable in the Vendor’s country. This includes all meals, beverages and refreshments purchased during the day. Requests for reimbursement should break out the amount for meals and list the related number of travel days. If breakfast is offered as part of the hotel accommodation rate, no additional reimbursement will be permitted for breakfast. Vendors may not submit expenses to cover meals or expenses for an AT&T employee, whether in a home location or on official travel.

AT&T managers authorizing invoices will be held accountable for ensuring that vendors are following this policy and are spending Company funds economically.

3.13

Flowers, Greeting Cards, Gifts and Incentive Awards

The cost of gifts, flowers, birthday lunches, or greeting cards is considered a personal expense and is not reimbursable. For example, vendors making a donation or providing a gift for a fund-raiser for AT&T may not submit such an expense to AT&T for reimbursement.

3.14

Loss or Damage to Personal Property

The Company assumes no responsibility for loss or damage to a vendor’s personal property during business functions or hours.

3.15

Publications

Subscriptions to or purchases of magazines, newspapers and other publications are not reimbursable.

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Addendum A AT&T U.S. 2009 Hotel Room Rate Only Guidelines

This Chart applies to the U.S. locations. For Travel outside of the U.S., travelers should exercise prudent judgment and select reasonably priced hotels, based on local market conditions. Employees traveling outside the U.S. should reference the GSA,

Government Per Diems as a guide xxxx://xxxxxxx.xxxxx.xxx/xxx000/xxx_xxxx.xxx. U.S. Cities not listed on this Hotel Room Rate Only Guideline Matrix, default to $110.00 nightly rate. On occasion an AT&T Preferred Property may exceed the rate guideline for a season (s) or particular city, but has been added due to demand within the market. However, if an alternate Preferred Property within the guideline is offered it should be accepted when available. You may select the Preferred Property that is over the Guideline if it is the option that is available, selecting the appropriate reason code.


City	St	2009 Guide		City	St	2009 Guide		City	St	2009 Guide		City	St	2009 Guide
Anchorage	AK	$	000	Xxxxxxx	XX	$	000	Xxxxx Xxxx	IN	$	000	Xxxxxxxxx Xxxxxx	XX	$	000
Xxxxxxxxx	XX	$	000	Xxxxxxxx Xxxxxxx	XX	$	000	Xxxxxxx	XX	$	90	Syracuse	NY	$	000
Xxxxxxxxxx	XX	$	135	Denver	CO	$	000	Xxxxxxxx Xxxx	XX	$	90	Vestal	NY	$	000
Xxxxxxxxx	XX	$	000	Xxxxxxxxx	XX	$	000	Xxxxxxx	XX	$	000	Xxxxx Xxxxxx	XX	$	000
Xxxxxx	XX	$	000	Xxxxxxxxx Xxxxxxx	XX	$	000	Xxxxxx	XX	$	00	Xxxxxxxx	XX	$	000
Xxxxxxxxxx	XX	$	000	Xxxxxxxxxxx	XX	$	000	Xxxxxxxxx	XX	$	000	Xxxxxxxxx	XX	$	000
Xxxxxxx	XX	$	00	Xxxxxxxx	XX	$	000	Xxxxxxxxxx	XX	$	000	Xxxxxxxxx	XX	$	000
Xxxxxx	XX	$	000	Xxxxxxx	XX	$	90	Xxxxxxxxx	LA	$	90	Boardman	OH	$	00
Xxxxxxxxxx	XX	$	000	Xxx Xxxxx	XX	$	000	Xxxxxxxx	XX	x	000	Xxxxxxxxxxx	XX	$	90
Montgomery	AL	$	00	Xxx Xxxxxx	XX	$	00	Xxxxxx	XX	x	00	Xxxxxxxxx	XX	$	125
Mobile	AL	$	000	Xxxxx Xxxx	XX	$	000	Xxx Xxxxxxx	XX	$	000	Xxxxxxxx	XX	$	000
Xxxxxxxxxx	XX	$	00	Xxxxxxxx	XX	$	000	Xxxxxxx	XX	x	00	Xxxxxx	XX	$	000
Xxxxxx	XX	$	90	Washington	DC	$	000	Xxxxxx	XX	$	000	Xxxxxxxx	XX	$	00
Xx Xxxxxx	XX	$	00	Xxxxxxxxxx	XX	$	000	Xxxxxxxxxx	XX	$	000	Xxxxxxxx Xxxxxxx	XX	$	00
Xxxxxxxxxxxx	XX	$	00	Xxxxxxxxx Xxxxxxx	XX	$	000	Xxxxxxxxx	XX	$	279	Niles	OH	$	00
Xxxx Xxxxx	XX	$	00	Xxxxxxx Xxxxx	XX	$	000	Xxxxxx	XX	$	000	Xxxxx Xxxxxxx	XX	$	120
Hardy	AR	$	70	Dania Beach	FL	$	000	Xxxxxxxxxx	XX	$	000	Xxxxxx Xxxxxxx	XX	$	00
Xxxxxx Xxxx	XX	$	000	Xxxx Xxxxxxxxxx	XX	$	000	Xxxxxx	XX	$	000	Xxxxxxxxxx	XX	$	90
Mountain Home	AR	$	70	Jacksonville	FL	$	000	Xxxxxxxxxxx	XX	$	000	Xxxxxxxxxxxx	XX	$	00
Xxxxx Xxxxxxxxxx	XX	$	70	Xxxxxxx	FL	$	120	Natick	MA	$	000	Xxxxxxxxx	XX	$	00
Xxxx Xxxxx	XX	$	00	Xxx Xxxxx/Xxxxxxxxx	XX	$	000	Xxxxxxxxx	XX	$	000	Xxxxx	XX	$	90
Rogers	AR	$	00	Xxx Xxxx	XX	$	000	Xxxxxxxxx	XX	$	000	Xxxxxxxx Xxxx	XX	$	000
Xxxxxxxxxxxx	XX	$	90	Lake City	FL	$	90	Columbia	MD	$	165	Owasso	OK	$	00
Xxxxxxxxxx	XX	$	90	Lake Mary	FL	$	95	Greenbelt	MD	$	000	Xxxxx Xxxx	XX	$	70
XxxXxxxx	AR	$	00	Xxxxxxxx	XX	$	135	Xxxxxxxxx Heights	MD	$	000	Xxxx Xxx	XX	x	00
Xxxxxxxx	XX	$	135	Marathon	FL	$	000	Xxxxxxxx	XX	$	000	Xxxxxxxx	XX	$	000
Xxxx	XX	$	000	Xxxxxxxx	XX	$	000	Xxxxxxxxxxx	XX	$	90	Tigard	OR	$	000
Xxxxxxx	XX	$	000	Xxxxx	XX	$	000	Xxxxxx	XX	$	90	Allentown	PA	$	00
Xxx Xxxx	XX	$	00	Xxxxx Xxxxx	XX	$	000	Xxxxxxxx	XX	$	95	Audubon	PA	$	000
Xxxxxxxxxx	XX	$	000	Xxxxxxx	XX	$	000	Xxxxxxx	XX	$	000	Xxxxxxxx	XX	$	00
Xxxxx	XX	$	000	Xxxx Xxxxx	XX	$	000	Xxxxxxxxxx Xxxxx	XX	$	90	Coraopolis	PA	$	000
Xxxxxx	XX	$	000	Xxxxxxxxxx	XX	$	000	Xxxxxxx	XX	$	70	Essington	PA	$	125
Yuma	AZ	$	000	Xxx Xxxxxxxxx	XX	$	000	Xxxxxxx	XX	$	00	Xxxx Xxxxx	XX	$	140
Anaheim	CA		5125	Sunrise	FL	$	000	Xxxxxxxxx	XX	$	00	Xxxxxxxxxx	XX	$	I20
Buena Park	CA	$	000	Xxxxxxxxxxx	XX	$	125	Novi	MI	$	95	King of Prussia	PA	$	000
Xxxxxxx	XX	$	000	Xxxxxxx	XX	$	000	Xxxx Xxxxx	XX	$	70	Philadelphia	PA	$	176
Burlingame	CA	$	000	Xxxxx	XX	$	000	Xxxxxxx	XX	$	00	Xxxxxxxxxx	XX	$	000
Xxxxxxxx	XX	$	000	Xxxx Xxxx Xxxxx	XX	$	000	Xxxxxxxxxx	XX	$	135	Wayne	PA	$	000
Xxxxx	XX	$	90	Albany	GA	$	90	Walker	MI	$	90	Anderson	SC	$	95
City of Industry	CA	$	000	Xxxxxxxxxx	XX	$	000	Xxxxxx	XX	$	00	Xxxxxxxxxx	XX	$	120
Clovis	CA	$	90	Athens	GA	$	95	Xxxxxx	MN	$	90	Duncan	SC	$	90
Concord	CA	$	000	Xxxxxxx	XX	$	000	Xxxxxxxxxxx	XX	$	120	Florence	SC	$	90

20100106.054.C


Coronado	CA	$	000	Xxxxxxx	XX	$	120	Deluth	MN	$	000	Xxxxxx Xxxxx	XX	$	000
Xxxxx Xxxx	XX	$	000	Xxxxxxxxx	XX	$	000	Xxxxxxxxxxx	XX	$	000	Xxxxxxxxx	XX	$	120
Cupertino	CA	$	000	Xxxxxxxxxx	XX	$	90	St Xxxx	MN	$	000	Xxxxxxxxxx	XX	$	70
Del Mar	CA	$	000	Xxxxxxxx	XX	$	000	Xxxxxxxxx	XX	$	000	Xxxxxxxxx	XX	$	90
Dublin	CA	$	000	Xxxxxx	XX	$	90	Columbia	MO	$	90	Franklin	TN	$	000
Xx Xxxxxxx	XX	$	000	Xxxxxx	XX	$	000	Xxxxx Xxxx	XX	$	90	Memphis	TN	$	000
Xxxxxxxxxx	XX	$	000	Xxxxxxxx	XX	$	00	Xxxxxx	XX	$	90	Johnson City	TN	$	95
Escondido	CA	$	90	Griffin	GA	$	90	Festus	MO	$	70	Knoxville	TN	$	90
Eureka	CA	$	000	Xxxxxxxxxxxxx	XX	$	00	Xxxxxxxxx Xxxx	XX	$	95	Memphis	TN	$	000
Xxxxxx Xxxxx	XX	$	000	Xxxxxx Xxxxxxx	XX	$	00	Xxxxxx	XX	$	00	Xxxxxxxxx	XX	$	000
Xxxxx Xxxxxxxx	XX	$	000	Xxxxx	XX	$	70	Kansas City	MO	$	000	Xxxxxxx	XX	$	90
Hayward	CA	$	90	Newnan	GA	$	00	Xxxxxxxx	XX	$	90	Addison	TX	$	000
Xxxxxxxxx	XX	$	000	Xxxxxxxx	XX	$	00	Xxxx Xxxxxx	XX	$	00	Xxxxxxxxx	XX	$	000
Xxxxxx	XX	$	000	Xxxxxxxxx Xxxx	XX	$	000	Xxxxxxxx Xxxxxxx	XX	$	000	Xxxxxx	XX	$	000
Xx Xxxxx	XX	$	000	Xxxxxxxx	XX	$	000	Xxxxx Xxxxxxx	XX	$	95	Beaumont	TX	$	95
Livermore	CA	$	000	Xxxxxxx	XX	$	00	Xxxxx Xxxxx	XX	$	000	Xxxxxx Xxxxxxx	XX	$	000
Xxxx Xxxxx	XX	$	000	Xxxxxx	XX	$	00	Xxxxxxxxxxx	XX	$	90	Dallas	TX	$	000
Xxx Xxxxxxx	XX	$	000	Xxxxxx Xxxxxx	XX	$	70	Jackson	MS	$	000	Xxxxxx	XX	$	120
Merced	CA	$	000	Xxxxxxxx	XX	$	230	McComb	MS	$	90	Houston	TX	$	000
Xxxxxxxx	XX	$	150	Kailua Kona	HI	$	150	Natchez	MS	$	70	Irving	TX	$	140
Modesto	CA	$	125	Kihei	HI	$	000	Xxxxx Xxxxxxx	XX	$	00	Xxxxxxx	XX	$	90
Montebello	CA	$	125	Waikoloa	HI	$	200	Tupelo	MS	$	90	Mcallen	TX	$	90
Napa	CA	$	165	Desmoines	IA	$	000	Xxxxxxxxx	XX	$	000	Xxxxxxx	XX	$	90
Ontario	CA	$	000	Xxxxxxxx	XX	$	120	Carolina Beach	NC	$	000	Xxxxx	XX	$	150
Orange	CA	$	000	Xxxxxxxxx	XX	$	90	Charlotte	NC	$	000	Xxxxxxxxxx	XX	$	000
Xxxxxxxx	XX	$	185	Xxxxx	ID	$	00	Xxxxxx	XX	$	000	Xxx Xxxxxxx	XX	$	000
Xxxxxxxx	XX	$	90	Alsip	IL	$	90	Gastonia	NC	$	90	Texarkana	TX	$	90
Pleasanton	CA	$	000	Xxxxxxxxx Xxxxxxx	XX	$	000	Xxxxxxxxx	XX	$	90	Tyler	TX	$	00
Xxxxxx Xxxxxxx	XX	$	000	Xxxxxxxxxx	XX	$	70	Morrisville	NC	$	120	Waxahachie	TX	$	90
Riverside	CA	$	00	Xxxxxxx Xxxx	IL	$	000	Xxxxxxx	XX	$	000	Xxx Xxxxxxxxx	XX	$	000
Xxxxxxx	XX	$	000	Xxxxxxxxxxx	XX	$	00	Xxxxx	XX	$	90	Salt Lake City	UT	$	135
Rosemead	CA	$	000	Xxxxxxxxx	XX	$	000	Xxxxxxx Xxxxx	XX	$	000	Xxxxxxxxx	XX	$	000
Xxxxxxxxxx	XX	$	000	Xxxxxxx	XX	$	000	Xxxxxxxxxxxxx	XX	$	000	Xxxxxxxxx	XX	$	200
Salinas	CA	$	150	Danville	1L	$	00	Xxxxxxxxxxx	XX	$	000	Xxxxxxx	XX	$	000
Xxx Xxxxxx	XX	$	90	Danville	IL	$	00	Xxxxxxxx	XX	$	140	Dulles	VA	$	000
Xxxx Xxxxx	XX	$	000	Xxxxxxx Xxxxx	XX	$	00	Xxxxxxxxx	XX	$	000	Xxxxxxx	XX	$	000
Xxx Xxxxxxxxx	XX	$	000	Xxxxxxxx	XX	$	000	Xxxxxx	XX	$	000	Xxxxx Xxxxxx	XX	$	000
Xxx Xxxxxxx	XX	$	000	Xxxxxxxx Xxxxxxx	XX	$	90	Elizabeth	NJ	$	000	Xxxx Xxxxx	XX	$	000
Xxx Xxxx	XX	$	000	Xxxxxxxx	XX	$	00	Xxxx Xxxx	XX	$	000	Xxxxxxx	XX	$	000
Xxx Xxxx Xxxxxx	XX	$	000	Xxxxxx	XX	$	00	Xxxxxxx Xxxx	XX	$	000	Xxxxxxx	XX	$	000
Xxx Xxxxx	XX	$	000	Xxxxxxx Xxxxxxx	IL	$	000	Xxxxxx	XX	$	000	Xxxxxxx	XX	$	000
Xxx Xxxxxx	XX	$	000	Xxxxxxxxxxxx	XX	$	185	Mahwah	NI	$	000	Xxxxxxxx	XX	$	000
Xxx Xxxxx	XX	$	000	Xxxxx	XX	$	000	Xxxxxxxxxx	XX	$	000	Xxxxxxxx	XX	$	135
Santa Ana	CA	$	000	Xxxxxxxxxx	XX	$	120	Newark	NI	$	000	Xxxxxxxx	XX	$	000
Xxxxx Xxxxx	XX	$	000	Xxxxxxxxxx	XX	$	000	Xxxxxxx	XX	$	000	Xxxxxx Xxxxxx	XX	$	000
Xxxxx Xxxxxx	XX	$	000	Xxxxxxx	XX	$	00	Xxxxxxxxxx	XX	$	200	Vienna	VA	$	000
Xxxxx Xxx Xxxxxxxxx	XX	$	000	Xxxxxxxx	XX	$	00	Xxxxxxxxxx	XX	$	000	Xxxxxxxx	XX	$	000
Xxxxxxxxx Xxxxx	XX	$	90	Peoria	IL	$	00	Xxxxxxxxx	XX	$	000	Xxxxxxx	XX	$	000
Xxxxxxxx	XX	$	00	Xxxxxxxx	XX	$	000	Xxxxxx	XX	$	00	Xxxxxxxx	XX	$	000
Xxxxxxxxxx	XX	$	00	Xxxxxxx Xxxxxxx	XX	$	00	Xxx Xxxx	XX	$	000	Xxxxxxxx	XX	$	000
Xxxxxxxx	XX	$	000	Xxxxxxxx	XX	$	000	Xxxxxx Xxxxx	XX	$	000	Xxxxxxx	XX	$	150
Torrance	CA	$	120	Schaumburg	IL	$	000	Xxxxxx Xxxxx	XX	$	000	Xxxxxxx	XX	$	185
Ukiah	CA	$	90	Springfield	IL	$	00	Xxxxx Xxxxx	XX	$	000	Xxxxxxx	XX	$	000
Xxxxxxxxx Xxxx	XX	$	000	Xxxxxx Xxxxx	XX	$	00	Xxxxxxxx	XX	$	000	Xxxxxx	XX	$	200
Valencia	CA	$	000	Xxxxxxxx	XX	$	90	Teaneck	NJ	$	000	Xxxxxxx	XX	$	000
Xxx Xxxx	XX	$	000	Xxxxxxxxxxx	XX	$	00	Xxxxxx Xxxxx	XX	$	000	Xxxxxxxxxxx	XX	$	000
Xxxxxx Xxxxx	XX	$	165	Bloomington	IN	$	00	Xxxxxx	XX	$	000	Xxxxx Xxx	XX	$	90
Watsonville	CA	$	90	Cannel	IN	$	000	Xxxxxxxx	XX	$	000	Xxxxxxx	XX	$	00
Xxxx Xxxxxxxxxx	XX	$	90	Columbus	IN	$	00	Xxxxxxxxx Xxxx	XX	$	000	Xxxxxxxx	XX	$	90
Willits	CA	$	90	Fishers	IN	$	00	Xxxxxxxxx	XX	$	000	Xxxxxxx	XX	$	95
Woodland	CA	$	90	Indianapolis	IN	$	000	Xxx Xxxxx	XX	$	000	Xxxxxxxxx	XX	$	70
Yorba Linda	CA	$	95	Muncie	IN	$	70	Pahrump	NV		70	Oshkosh	WI	$	90

20100106.054.C


Reno	NV	$	000	Xxxxxxxx	XX	$	95
Albany	NY	$	000	Xxxxxxxx	XX	$	70
Cheektowaga	NY	$	000	Xxxxxxxxx	XX	$	70
Fishkill	NY	$	000	Xxxxxxx	XX	$	90
Jamaica	NY	$	000	Xxxxxxxxxx	XX	$	00
Xxx Xxxx	XX	$	000	Xxxxxxxxx	XX	$	90
Plainview	NY	$	000
Xxxxxxxxx	XX	$	165

BLANK PAGE

Amendment

20100106.054.A.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.A.001

Amendment 1 to AT&T-Mobile Iron Resale Agreement

This Amendment, effective on the date when signed by the last Party (“Amendment Effective Date”), and supplementing Agreement No. 20100106.054.C (the “Agreement”), is by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. In the event there is a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment will control.

RECITALS

Supplier and AT&T are Parties to a Resale Agreement (No. 20100106.054.C) effective April 22, 2010 (the “Agreement”) under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

THEREFORE, AT&T and Supplier agree as follows:

1.	Definitions

a)	The following sections shall be added in the Agreement:

Section 2.31, Hardware, shall be added as follows:

Section 2.31 Hardware

“Hardware” means any Material to the extent it is a tangible product or equipment.

Section 2.32, Subcontractor, shall be added as follows:

Section 2.32 Subcontractor

“Subcontractor” means any person or entity that Supplier subcontracts to perform all or any part of Supplier’s obligations under this Agreement. “Subcontractor” shall include any person or entity at any tier of subcontractors, and shall not be limited to those persons or entities with a direct relationship with Supplier.

Agreement 20100106.054.A.001

2.	General Terms

b)	The following sections shall be deleted and replaced in the Agreement:

Section 3.15, Government Contract Provisions, shall be deleted and replaced as follows:

Section 3.15 Government Contract Provisions

General. From time to time, AT&T provides materials and/or services to AT&T’s government customers in connection with corresponding agreements between AT&T and such customers; and when such materials and/or services are provided by an AT&T supplier, then, to the extent specified in subsections 3.15(b) and 3.15(c) below, the terms and conditions of the corresponding agreement (including any government-imposed requirements that are unique to a specific opportunity and, therefore, not listed in this Section 3.15) applicable to the materials and/or services provided by AT&T’s supplier will be binding upon AT&T’s supplier as if it were the contractor thereunder including, but not limited to, flowdowns from the Federal Acquisition Regulation (FAR) and any agency supplements thereto, and all applicable Executive Orders and statutes including Section 508 of the Rehabilitation Act of 1973, as amended. If AT&T’s supplier is providing a “commercial item” as that term is defined in FAR 2.101, those terms will include at a minimum those clauses required by FAR 52.212-5 (d) (1) and (e)(1) Alt. II which can be found at xxxxx://xxx.xxxxxxxxxxx.xxx/xxx and those clauses required by the Department of Defense FAR Supplement (DFARS) 252.212-7001 (c) which can be found at xxxx://xxx.xxx.xxx.xxx/xxxx/xxxx/xxxxx/xxxx/xxxxxxx/xxxxxxx.xxx. AT&T makes copies of the applicable agreements available to AT&T’s suppliers upon request.

When AT&T provides Materials and/or Services to AT&T’s government customers in connection with agreements between AT&T and the Western States Contracting Alliance (“WSCA”) (each a “WSCA Customer”), such Materials and/or Services are provided under the terms and conditions of the corresponding WSCA agreement applicable to the Materials and/or Services provided by the Supplier and those terms and conditions will be binding upon Supplier as if it were the contractor under the WSCA Agreement.

AT&T may provide Materials and/or Services to all other government customers in connection with corresponding agreements between AT&T and such customers (each a “Government Contract”) provided that where an Order for Materials and/or Services is for a Government Contract, AT&T must so specify in the Order, and no terms or conditions of the corresponding Government Contract will be binding upon Supplier unless Supplier specifically agrees in writing to be bound by such terms or conditions (whether for one or more specific Orders, one or more specific Government Contracts or for Government Contracts in general).

d.	Notwithstanding Section 3.15(a) (c), AT&T may not provide Hardware to any such WSCA Customer or Government Contract, and the provisions of this Section 3.15 will not apply to Hardware, unless and only to the extent expressly agreed in writing by Supplier.

c)	The following sections shall be added in the Agreement as follows:

Section 3.46, Ethical Business Practice, shall be added as follows:

Section 3.46 Ethical Business Practice

[* * *]

Each Party hereby represents and warrants that the employees, temporary workers, agents, consultants, partners, officers, directors, members or representatives of such Party and its subcontractors, if any, performing Services or other activities under this Agreement (each and any of the foregoing individuals, for the purpose of this clause, a “Representative” of such Party) shall comply with the US Foreign Corrupt Practices Act and all applicable anticorruption laws. A Party’s Representatives shall not directly or indirectly pay, offer, give, promise to pay or authorize the payment of, any portion of the compensation received in connection with this Agreement or any other monies or other things of value in connection with its performance to a Government Official, defined below, to obtain or retain business or secure any improper advantage nor shall it knowingly permit such actions by a third party in connection with this Agreement. Government Official means (i) an officer or employee of any government or any department, agency, or instrumentality thereof, including government-owned or government-controlled commercial entities; (ii) an officer or employee of a public international organization; (iii) any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality or public international organization; (iv) any political party or official thereof; (v) any candidate for political office; or (vi) any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above-described persons or entities.

3.	Special Terms

a)	The following section shall be deleted and replaced in the Agreement:

Section 4.18, Supplier’s XXXX, Materials Warranty, and Maintenance Agreement, shall be deleted and replaced as follows:

4.18 Supplier’s XXXX, Materials Warranty, and Maintenance Agreement

For purposes of AT&T’s distribution of Supplier’s licensed Material, Supplier’s warranties, and Supplier’s maintenance agreements, Supplier agrees to provide AT&T and Customers with copies of any XXXX, any statement of warranty that accompanies Material (“Materials Warranty”), and standard maintenance services agreement (“Maintenance Agreement”) authorized or required by Supplier or its original equipment manufacturers or licensors (the XXXX, the Materials Warranty and the Maintenance Agreement are, at times, referred to herein as the “Supplier’s Material”). For reference, a copy of the current version of the XXXX is attached hereto as Appendix R-1, a copy of the current version of the Materials Warranty is attached hereto as Appendix R-2, and a copy of the Maintenance Agreement is attached hereto as Appendix R-3. Supplier shall also maintain copies of Supplier’s Material on the World Wide Web accessible by AT&T and AT&T’s existing or potential Customers, shall maintain a web link to enable AT&T and AT&T’s existing or potential Customers to access Supplier’s Material via the Internet, shall make commercially reasonable efforts to maintain the same web link for the term of this Agreement, and shall provide AT&T with that link upon execution of this Agreement. [* * *]

Agreement 20100106.054.A.001

Supplier further agrees that it will be Supplier’s responsibility to include a copy of Supplier’s Material that it generally includes with its Materials, when the Materials are shipped or Software is delivered electronically to AT&T’s Customer, together with instructions directing the AT&T Customer:

To read the XXXX prior to opening the Software package (if shipped) or accepting electronic delivery of the Software.

That the breaking of the seal of the software package or acceptance of electronically delivered software constitutes agreement with and acceptance of the terms and conditions of the XXXX.

Except as set forth in sub-section (g) below, AT&T will not be a party to any such XXXX, Maintenance Agreement, nor to any Materials Warranty, and the obligations of all such Supplier’s Material shall flow directly from Supplier to AT&T’s Customer. AT&T will have no obligations with respect to the licensing of Software or to the warranting of any Materials or Services, other than as may be expressly set forth in this Section. However, AT&T and not Supplier shall invoice Customer for any payments that may become due from Customer, and AT&T and not Supplier shall collect and receive payments from AT&T’s Customer on account of any such invoice. Any other obligations as set forth in Supplier’s Material will be strictly between Supplier and AT&T’s Customer.

Except as AT&T’s Customer may otherwise agree through its acceptance of the terms of Supplier’s Material (including without limitation acceptance thereof by a Government Customer through any of sub-sections (g)(i), (ii), or (iii)), Supplier’s warranty and the rights of AT&T under the Sections entitled “Infringement,” and “Warranty,” shall hereby be deemed to also be given for the benefit of AT&T’s Customers, and AT&T may disclose the provisions of such Sections to its Customers. If there is a conflict between the terms of the Supplier’s Material and the preceding sentence, the terms of Supplier’s Material control.

e.	Supplier shall indemnify, hold harmless, and defend AT&T and other indemnified parties harmless from and against Loss in connection with, arising out of, or resulting from any Claim, as provided in the Sections entitled “Indemnity” and “Infringement”.

f.	AT&T agrees to promptly notify Supplier of any Claim and cooperate with Supplier, upon request and at Supplier’s expense, as provided in the Section entitled “Indemnity”.

Agreement 20100106.054.A.001

Section. Supplier hereby agrees that the terms and conditions in this sub-section (g) apply to such Government Customers, and that all of this Section continues to apply to such Government Customers except as expressly modified by this sub-section (g). Specifically, Supplier acknowledges that certain Government Customers insist on contracting directly and solely with AT&T, and may refuse to enter into contracts with Supplier or otherwise deal directly with Supplier for Tier 1 support and maintenance. In order to have such Government Customers agree to the XXXX, Supplier hereby agrees that AT&T may take any of the following actions with respect to the XXXX when responding to a request for proposal or request for information or otherwise contracting with Government Customers:

have the Government Customer accept Supplier’s XXXX through the web link referenced in sub-section (a) above, or Supplier’s other, standard acceptance methods in place at that time;

ii.

have the Government Customer agree to a version of Supplier’s XXXX, a true and correct copy of which is attached hereto in Appendix R-1;

iii.

in the event that neither sub-section (g)(i) nor sub-section (g)(ii) is acceptable to the Government Customer, have the Government Customer agree to a sub-license of the XXXX from AT&T; or

iv.

in the event that none of sub-section (g)(i) through sub-section (g)(iii) is acceptable to the Government Customer, Supplier and AT&T may mutually agree in writing, as part of any agreement by Supplier under Section 3.15(c), that certain terms and conditions may apply in addition to or, by express agreement, instead of, the XXXX (“Government Customer Flow Downs”).

(For clarity, in sub-sections (g)(i) and (ii), the Government Customer will be agreeing to the terms of the XXXX directly with Supplier, and AT&T will not be a party to that XXXX.)

Pursuant to sub-section (g)(iii), Supplier hereby grants AT&T a limited, nonexclusive, royalty-free, license to the Software, during the term of this Agreement, only for the purpose of allowing and only to the extent necessary to allow AT&T to sub-license the Software to AT&T’s Government Customers on whose behalf AT&T has purchased licenses to the Software under this Agreement, under the XXXX, for the term and territory and in the quantities and types licensed. Such sub-licenses may be perpetual if that is what was purchased, and shall survive any termination or expiration of this Agreement in accordance with the terms of the XXXX. In the event of any uncured material breach of the XXXX by such Government Customer, AT&T shall cooperate with Supplier in exercising Supplier’s termination rights under the XXXX. For purposes of clarification, the Parties intent is that the right to sublicense granted by Supplier to AT&T be broad enough so that AT&T may grant the Government Customer the license that Supplier would have granted such Government Customer (had the Government Customer been willing to receive a license directly from Supplier), and that no termination of this Agreement leave AT&T having granted more rights to such Government Customer under this sub-section (g) than it had the right to sublicense hereunder. AT&T may represent and warrant to such Government Customers that it has the right to grant such sub-license. AT&T shall only be a party to the XXXX for the limited purposes set forth in this paragraph.

Agreement 20100106.054.A.001

In addition, with respect to Government Customers, Supplier hereby agrees that (A) the Materials Warranty and Maintenance Agreement flow directly to AT&T; (B) AT&T may pass through the Materials Warranty and Maintenance Agreement to its Government Customers to the fullest extent allowed by applicable law; (C) the Government Customers are intended third-party beneficiaries of the Materials Warranty and Maintenance Agreement; and (D) Supplier will fully cooperate with and assist AT&T in fulfilling any and all Supplier obligations under the Materials Warranty and Maintenance Agreement for the benefit of such Government Customers.

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

Original signature transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. This Amendment may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 20100106.054.C to be executed, as of the date the last Party signs.

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxxxx X. Xxxxxx	By:	/s/ Xxxxxxx Xxxxx

Printed Name:	Xxxxxx X. Xxxxxx	Printed Name:	Xxxxxxx Xxxxx

Title:	CEO	Title:	Senior Contract Manager

Date:	Aug. 18, 2011	Date:	August 16, 2011

BLANK PAGE

Amendment

20100106.054.A.002

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.A.002

Amendment 2 to AT&T-Mobile Iron Resale Agreement

This Amendment (the “Amendment 2”), effective on the date when signed by the last Party (“Amendment Effective Date”), and supplementing Agreement No. 20100106.054.C (the “Agreement”), is by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. In the event there is a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment will control. All capitalized terms not otherwise defined in this Amendment 2 shall have the meanings assigned to them in the Agreement.

RECITALS

WHEREAS, Supplier and AT&T entered into Amendment No. 20100106.054.A.001 to the Agreement on August 18, 2011 (the “Amendment 1”);

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:

1.	Section 4.18.h, Supplier’s XXXX, Materials Warranty, and Maintenance Agreement, shall be added as follows:

Supplier acknowledges and agrees that certain Government Customers who have entered In Government Contracts with AT&T may require that Supplier agree to be bound by the Government Customer’s flow down terms that require flow down to subcontractors and that, absent such an agreement, such Government Customers will not accept Supplier’s Materials. Supplier agrees that with respect to the Government Contracts identified in Appendix F (the “Identified Government Contracts”), the terms that are required to be imposed by AT&T on subcontractors as contained in such Identified Government Contracts in the form provided by AT&T to Supplier on or about the date indicated in Appendix F (the “Government Customer Flow Downs”) shall apply to Supplier, to the extent that Supplier is a subcontractor under such Government Contract, except as otherwise set forth in Appendix F (the “Exclusions”). Any changes to the terms of the Identified Government Contracts that are made after the date indicated in Appendix F are not binding on Supplier until Supplier has reviewed the changes and has agreed to be bound by them as written or subject to Exclusions. The Government Customer Flow Downs excluding the Exclusions are referred to herein as the “Agreed Government Customer Flow Downs.” The parties may, from time to time, update Appendix F to include additional Identified Government Contracts, Government Customer Flow Downs and Exclusions, provided that any changes to Appendix F require both AT&T and Supplier’s written agreement. Supplier acknowledges and agrees that it has had the opportunity to review these Government Customer How Downs and Supplier agrees to accept Orders placed by AT&T on behalf of these

Agreement 20100106.054.A.002

Government Customers. Such Orders will name the Government Customer and Supplier agrees to fulfill the obligations required of AT&T’s subcontractor for that Government Customer under those Agreed Government Customer Flow Downs.

2.	Appendix F is hereby added to the Amendment as attached hereto.

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 20100106.054.C to be executed, as of the date the last Party signs.

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx Xxxxxxxxx	By:	/s/ Xxxxxxx Xxxxx

Printed Name:	Xxxx Xxxxxxxxx	Printed Name:	Xxxxxxx Xxxxx

Title:	VP, Legal	Title:	Senior Contract Manager

Date:	June 21, 2012	Date:	June 21, 2012

Agreement 20100106.054.A.002

Appendix F - List of Government Customers, Identified Government Contracts and Exclusions

The following Government Customers have their own Government Customer Flow Downs as described in Section 4.18.h which are Accepted by Supplier for all current and future Orders, to the extent that they are required of AT&T’s subcontractors and are not listed under the Exclusions:

State of Illinois

I.	Government Customers

Government
Customer

Identified Government Contract

Date
Provided to
Supplier

Exclusion(s)

State of Illinois

Solicitation Document, Mobile Device Management Application/IPB Reference # PBC 12-65124 (pp. 1-38)

Contract signed by AT&T and Central Management Services, PBC# 12-65124 (“Illinois Contract”)

April 30, 2012

•

Supplier’s Materials or Service are not completely compliant with Section 508 of the Rehabilitation Act, to the extent this amendment applies to the Illinois contract. Supplier’s Materials and Service adhere to the general human interface design conventions of the device operating system platforms upon which they run. This allows the Materials or Service to support various accessibility features that are native to the device operating system platform. For example, on the Apple iOS devices, visually-impaired users can use the VoiceOver feature to speak items shown in the Materials’ or Service’s user interface. There is also accessibility functionalities built into the Android platform. So even if Supplier itself has not yet built specific accessibility features, the Materials or Service supports some features if they are included in the device operating system platform (e.g., Apple iOS, Android).

BLANK PAGE

20100106.054.A.003

Amendment

20100106.054.A.003

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

20100106.054.A.003

Amendment 3 to AT&T-Mobile Iron Resale Agreement

This Amendment (the “Amendment 3”), effective on the date when signed by the last Party (“Amendment Effective Date”), and supplementing Agreement No. 20100106.054.C, as previously amended (the “Agreement”), is by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.” In the event there is a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment will control. All capitalized terms not otherwise defined in this Amendment 3 shall have the meanings assigned to them in the Agreement.

RECITALS

WHEREAS, Supplier and AT&T entered into Amendment No. 20100106.054.A.002 to the Agreement on June 21, 2012 (the “Amendment 2”);

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:

1.	The Parties hereby update Appendix F to Amendment 2 to include the additional Identified Government Contract set forth in Attachment 1.

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

20100106.054.A.003

IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 20100106.054.C to be executed, as of the date the last Party signs.

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx Xxxxxxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxx Xxxxxxxxx	Printed Name:	Xxxxxx Xxxxxxx

Title:	VP Legal	Title:	Senior Contract Manager

Date:	August 29, 2012	Date:	August 29, 2012

20100106.054.A.003

Attachment 1


Government Customer	Identified Government Contract	Date Provided to Supplier	Exclusion(s)
State of New York	State of New York Comprehensive Telecommunications Services Xxxxxxxx	Xxxxx 00, 0000	Xxxx.

BLANK PAGE

Agreement 20100106.054.A.004

Amendment 4 to AT&T-Mobile Iron Resale Agreement

This Amendment (the “Amendment 4”), effective on the date when signed by the last Party (“Amendment Effective Date”), and supplementing Agreement No. 20100106.054.C, as previously amended (the “Agreement”), is by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.” In the event there is a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment will control. All capitalized terms not otherwise defined in this Amendment 4 shall have the meanings assigned to them in the Agreement.

RECITALS

Supplier and AT&T are Parties to a Resale Agreement (No. 20100106.054.C) effective April 22, 2010, as amended (the “Agreement”) under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:

1.	Appendix F, “List of Government Customers, Identified Government Contracts and Exclusions”, is deleted in its entirety and replaced with Appendix F as attached to this Amendment.

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

Agreement 20100106.054.A.004

IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 20100106.054.C to be executed, as of the date the last Party signs.

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx Xxxxxxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxx Xxxxxxxxx	Printed Name:	Xxxxxx Xxxxxxx

Title:	V.P., Legal	Title:	Senior Contract Manager

Date:	Nov. 20, 2012	Date:	11/20/12

Agreement 20100106.054.A.004

Appendix F - List of Government Customers, Identified Government Contracts and Exclusions

I.	Government Customers


Government Customer	Identified Government Contract	Date Provided to Supplier		Exclusion(s)
State of Illinois	Solicitation Document, Mobile Device Management Application/IPB Reference # PBC 12-65124 (pp. 1-38) Contract signed by AT&T and Central Management Services, PBC# 12-65124 (“Illinois Contract”)	April 30, 2012	•	Supplier’s Materials or Service are not completely compliant with Section 508 of the Rehabilitation Act, to the extent this amendment applies to the Illinois contract. Supplier’s Materials and Service adhere to the general human interface design conventions of the device operating system platforms upon which they run. This allows the Materials or Service to support various accessibility features that are native to the device operating system platform. For example, on the Apple iOS devices, visually-impaired users can use the VoiceOver feature to speak items shown in the Materials’ or Service’s user interface. There is also accessibility functionalities built into the Android platform. So even if Supplier itself has not yet built specific accessibility features, the Materials or Service supports some features if they are included in the device operating system platform (e.g., Apple iOS, Android).
State of New York	State of New York Comprehensive Telecommunications Services Contract	April 12, 2012		None
State of Indiana	Quantity Purchase Award Agreement # For Wireless Communication Services and Equipment EDS #D20-2-ATT Mobility	November 14, 2012		None

BLANK PAGE

Amendment

20100106.054.A.005

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.A.005

Amendment 5

AT&T-Mobile Iron Resale Agreement

This Amendment (this “Amend.”), effective on the date when signed by the last of the two Parties to so sign, and amending Resale Agreement No, 20100106.054.C effective April 22, 2010 (the “Agreement”), is between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”) (each, a “Party” and together, the “Parties”). In the event of a conflict between the terms of this Amend. and the terms of the Agreement, the terms of this Amend. will control. Capitalized terms used but not otherwise defined in this Amend. shall have the meanings assigned to them in the Agreement.

* * *

Supplier and AT&T are Parties to the Agreement under which Supplier authorizes AT&T to resell Supplier’s material and services to AT&T Customers.

In consideration of the premises and the covenants hereinafter contained, the Parties agree:

Appendix F, “List of Government Customers, Identified Government Contracts and Exclusions,” is deleted in its entirety and replaced with Appendix F as attached to this Amend.

* * *

The terms and conditions of the Agreement in all other respects remain unchanged and in full force and effect.

Original signature transmitted and received via facsimile or other electronic transmission of a scanned document (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature on an original document. This Amend. May be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

Agreement 20100106.054.A.005

IN WITNESS WHEREOF, each Party has caused this Amend. to signed by its duly authorized representative,


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx Xxxxxxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxx Xxxxxxxxx	Printed Name:	Xxxxxx Xxxxxxx

Printed Title:	VP Legal	Title:	Senior Contract Manager

Date:	Jan. 28, 2013	Date:	Jan. 28, 2013

Agreement 20100106.054.A.005

Appendix F - List of Government Customers, Identified Government Contracts and Exclusions

The following Government Customers have their own Government Customer Flow Downs as described in Section 4.18.h which are Accepted by Supplier for all current and future Orders to the extent that they are required of AT&T’s subcontractors and are not listed under the Exclusions:

I.	Government Customers

Government
Customer

Identified Government Contract

Date Provided to
Supplier

Exclusion(s)

State of Illinois

Solicitation Document, Mobile Device Management Application/IPB Reference # PBC 12-65124 (pp. 1-38)

Contract signed by AT&T and Central Management Services, PBC# 12-65124 (“Illinois Contract”)

April 30, 2012

Supplier’s Materials or Service are not completely compliant with Section 508 of the Rehabilitation Act, to the extent Section 4.18.h (Supplier’s XXXX, Materials Warranty, and Maintenance Agreement) applies to the Illinois Contract. Supplier’s Materials and Service adhere to the general human interface design conventions of the device operating system platforms upon which they run. This allows the Materials or Service to support various accessibility features that are native to the device operating system platform. For example, on the Apple iOS devices, visually-impaired users can use the VoiceOver feature to speak items shown in the Materials’ or Service’s user interface. There are also accessibility functionalities built into the Android platform. So even if Supplier itself has not yet built specific accessibility features, the Materials or Service supports some

Agreement 20100106.054.A.005


Government Customer	Identified Government Contract	Date Provided to Supplier		Exclusion(s)
				features if they are included in the device operating system platform (e.g., Apple iOS, Android).
State of New York	State of New York Comprehensive Telecommunications Services Contract	April 12, 2012		None
State of Indiana	Quantity Purchase Award Agreement # For Wireless Communication Services and Equipment EDS #D20-2-ATT Mobility	November 14, 2012		None
State of Florida	Mobile Communications Services, AT&T Contract, Contract No.: DMS-10/11-008A (“Florida Contract”)	April 17, 2012	•	Supplier currently cannot meet all portions of all laws, rules, codes, ordinances, and licensing requirements and regulations applicable to the performance of the Florida Contract and the conduct of its business, Specifically, Supplier’s products and services are not completely compliant with Section 508 of the Rehabilitation Act, to the extent Section 4.18.h (Supplier’s XXXX, Materials Warranty, and Maintenance Agreement) applies to the Florida Contract. Supplier’s products and services adhere to the general human interface design conventions of the device operating system platforms upon which they run. This allows the products and materials to support various accessibility features that

Agreement 20100106.054.A.005


Government Customer	Identified Government Contract	Date Provided to Supplier		Exclusion(s)
				are native to the device operating system platform. For example, on the Apple iOS devices, visually-impaired users can use the VoiceOver feature to speak items shown in the products’ user interface. There are also accessibility functionalities built into the Android platform. So even if Supplier itself has not yet built specific accessibility features, the products or services support some features if they are included in the device operating system platform (e.g., Apple iOS, Android).

			•	Supplier will not provide hardware to the State of Florida.

			•	Exhibit 5 to the Florida Contract (“Service Level Agreement Matrix”) does not apply to Supplier.

			•	[* * *]

Agreement 20100106.054.A.005


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx Xxxxxxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxx Xxxxxxxxx	Printed Name:	Xxxxxx Xxxxxxx

Printed Title:	VP Legal	Title:	Senior Contract Manager

Date:	Jan. 28, 2013	Date:	Jan. 28, 2013

Agreement 20100106.054.A.005


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx Xxxxxxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxx Xxxxxxxxx	Printed Name:	Xxxxxx Xxxxxxx

Printed Title:	VP Legal	Title:	Senior Contract Manager

Date:	Jan. 28, 2013	Date:	Jan. 28, 2013

BLANK PAGE

Amendment

20100106.054.A.006

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.A.006

Amendment 6

AT&T-Mobile Iron Resale Agreement

This Amendment (this “Amend.”), effective on the date when signed by the last of the two Parties to so sign, and amending Resale Agreement No. 20100106.054.C effective April 22, 2010 (the “Agreement”), is between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”) (each, a “Party” and together, the “Parties”). In the event of a conflict between the terms of this Amend. and the terms of the Agreement, the terms of this Amend. will control. Capitalized terms used but not otherwise defined in this Amend. shall have the meanings assigned to them in the Agreement.

* * *

Supplier and AT&T are Parties to the Agreement under which Supplier authorizes AT&T to resell Supplier’s material and services to AT&T Customers.

In consideration of the premises and the covenants hereinafter contained, the Parties agree:

1.	Section 3.11, Duration of Agreement, is deleted in its entirety and replaced as follows:

3.11

Duration of Agreement

This Agreement will continue in effect for a term expiring on [* * *], unless it is Cancelled or Terminated before that date. The Parties may extend the term of this Agreement beyond that date by mutual written agreement.

* * *

The terms and conditions of the Amendment in all other respects remain unchanged and in full force and effect.

Agreement 20100106.054.A.006

Original signature transmitted and received via facsimile or other electronic transmission of a scanned document (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature on an original document. This Amend. may be executed in multiple counterparts, each of which shall he deemed to constitute an original but all of which together shall constitute only one document.

IN WITNESS WHEREOF, each Party has caused this Amend. to signed by its duly authorized representative.


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxxxx Xxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxxxx Xxxxx	Printed Name:	Xxxxxx Xxxxxxx

Printed Title:	VP, General Counsel	Title:	Senior Contract Manager

Date:	Apr. 19, 2013	Date:	Apr. 21, 2013

BLANK PAGE

Amendment

20100106.054.A.007

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.A.007

Amendment 7

AT&T-Mobile Iron Resale Agreement

Supplier and AT&T are Parties to the Agreement under which Supplier authorizes AT&T to resell Supplier’s material and services to AT&T Customers.

In consideration of the premises and the covenants hereinafter contained, the Parties agree:

Appendix B, “Supplier’s Price(s)”, is deleted in its entirety and replaced with Appendix B as attached to this Amend.

The terms and conditions of the Amendment in all other respects remain unchanged and in full force and effect.

Original signature transmitted and received via facsimile or other electronic transmission of a scanned document (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature on an original document. This Amend. may be executed multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

Agreement 20100106.054.A.007

IN WITNESS WHEREOF, each Party has caused this Amend. to signed by its duly authorized representative.


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxxxx Xxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxxxx Xxxxx	Printed Name:	Xxxxxx Xxxxxxx

Printed Title:	V.P. & Gen. Cnsl	Title:	Senior Contract Manager

Date:	June 7, 2013	Date:	06/07/13

Agreement 20100106.054.A.007

Appendix B - Supplier’s Price(s)

Supplier shall provide the Material and related Services, if any, including any applicable deliverables, for the following prices:


	Americas On-Premise Price List in USD	*Price to AT&T*
	Core Product: Required purchase - choose perpetual or subscription
MobileIron Advanced Management

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AM-ANY-PERP	MobileIron Advanced Management Software License – includes MDM, MAM, Atlas, Security, Intelligent Gateway, and Enterprise Integration -features can vary across platforms	[* * *]
MI-AM-ANY-12	MobileIron Advanced Management Subscription with Premium Support – 12 month term - includes MDM, MAM, Atlas, Security, Intelligent Gateway, and Enterprise Integration - features can vary across platforms	[* * *]
	Product Options: Choose perpetual or subscription
MobileIron Docs@Work

*SKU Number*	*Description⁽⁶⁾*	*Cost per device^(1,7)*
MI-DAW-PERP	MobileIron Docs@Work Software License	[* * *]
MI-DAW-12	MobileIron Docs@Work Subscription with Premium Support - 12 month term	[* * *]

Agreement 20100106.054.A.007


MobileIron Web@Work

*SKU Number*	*Description*	*Cost per device^(1,7)*
MI-WAW-PERP	MobileIron Web@Work Software License	[* * *]
MI-WAW-12	MobileIron Web@Work Subscription with Premium Support - 12 month term	[* * *]
MobileIron AppConnect

*SKU Number*	*Description^(6,11)*	*Cost per device^(1,7)*
MI-APC-PERP	MobileIron AppConnect Software License	[* * *]
MI-APC-12	MobileIron AppConnect Subscription with Premium Support - 12 month term	[* * *]
MobileIron AppTunnel

*SKU Number*	*Description⁽¹²⁾*	*Cost per device^(1,13)*
MI-APT-PERP	MobileIron AppTunnel Software License - requires AppConnect	[* * *]
MI-APT-12	MobileIron AppTunnel Subscription with Premium Support - 12 month term – requires AppConnect	[* * *]
MobileIron ActiveSync Management

*SKU Number*	*Description⁽⁹⁾*	*Cost per device⁽¹⁾*
MI-EAS-12	MobileIron ActiveSync Management Subscription – 12 month term	[* * *]
		[* * *]

	Product Bundles: Choose perpetual or subscription
MobileIron Management & Apps Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AMAPP-PERP	MobileIron Advanced Management, AppConnect, and AppTunnel Bundle Software License	[* * *]
MI-AMAPP-12	MobileIron Advanced Management, AppConnect, and AppTunnel Bundle Subscription with Premium Support – 12 month term	[* * *]

Agreement 20100106.054.A.007


MobileIron Management & Docs Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AMDAW-PERP	MobileIron Advanced Management and Docs@Work Bundle Software License	[* * *]
MI-AMDAW-12	MobileIron Advanced Management and Docs@Work Bundle Subscription with Premium Support – 12 month term	[* * *]
MobileIron Management & Web Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AMWAW-PERP	MobileIron Advanced Management, Web@Work Bundle Software License	[* * *]
MI- AMWAW-12	MobileIron Advanced Management and Web@Work Bundle Subscription with Premium Support – 12 month term	[* * *]
MobileIron Premium Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AMPRE-PERP	MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle Software License	[* * *]
MI-AMPRE-12	MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work, Docs@Work Bundle Subscription with Premium Support – 12 month term	[* * *]

Agreement 20100106.054.A.007


Upgrade SKUs – Advanced Management to Bundles
MobileIron Advanced Management upgrade to Apps Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AM-AMAPP-PERP-UP	Upgrade from Advanced Management to the MobileIron Advanced Management, App Connect, and AppTunnel Bundle	[* * *]
MI-AM-AMAPP-SUB-UP	Upgrade from Advanced Management to the MobileIron Advanced Management, App Connect, and AppTunnel Bundle – 12 Month Subscription	[* * *]
MobileIron Advanced Management upgrade to Web Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AM-AMWAW-PERP-UP	Upgrade from Advanced Management to the MobileIron Advanced Management and Web@Work Bundle	[* * *]
MI-AM-AMWAW-SUB-UP	Upgrade from Advanced Management to the MobileIron Advanced Management and Web@Work Bundle – 12 Month Subscription	[* * *]
MobileIron Advanced Management upgrade to Docs Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AM-AMDAW-PERP-UP	Upgrade from Advanced Management to the MobileIron Advanced Management SKU upgraded to the Docs Bundle which includes Docs@Work	[* * *]

Agreement 20100106.054.A.007


MI-AM-AMDAW-SUB-UP	Upgrade from Advanced Management to the MobileIron Advanced Management SKU upgraded to the Docs Bundle which includes Docs@Work – 12 Month Subscription	[* * *]
MobileIron Advanced Management upgrade to Premium Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AM-AMPRE-PERP-UP	Upgrade from Advanced Management to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle	[* * *]
MI-AM-AMPRE-SUB-UP	Upgrade from Advanced Management to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle – 12 Month Subscription	[* * *]
Upgrade SKUs –Bundles to Premium Bundle
MobileIron Apps Bundle upgrade to Premium Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AMAPP-PRE-PERP-UP	Upgrade from the Apps Bundle to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle	[* * *]
MI-AMAPP-PRE-SUB-UP	Upgrade from the Apps Bundle to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle – 12 Month Subscription	[* * *]

Agreement 20100106.054.A.007


MobileIron Web Bundle upgrade to Premium Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AMWAW-PRE-PERP-UP	Upgrade from the Web Bundle to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle	[* * *]
MI-AMWAW-PRE-SUB-UP	Upgrade from the Web Bundle to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle – 12 Month Subscription	[* * *]
MobileIron Docs Bundle upgrade to Premium Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-AMDAW-PRE-PERP-UP	Upgrade from the Docs Bundle to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle	[* * *]
MI-AMDAW-PRE-SUB-UP	Upgrade from the Docs Bundle to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle – 12 Month Subscription	[* * *]
Education SKUs
MobileIron Management & Docs Bundle – For Education Accounts Only

*SKU Number*	*Description⁽¹⁴⁾*	*Cost per device⁽¹⁾*
MI-AMDAW-PERP-EDU	MobileIron Advanced Management and Docs@Work Bundle Software License – For Education Accounts Only	[* * *]
MI-AMDAW-12-EDU	MobileIron Advanced Management and Docs@Work Bundle Subscription with Premium Support – 12 month term – For Education Accounts Only	[* * *]

Agreement 20100106.054.A.007


MobileIron Premium Bundle – For Education Accounts Only

*SKU Number*	*Description⁽¹⁴⁾*	*Cost per device⁽¹⁾*
MI-AMPRE-PERP-EDU	MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle Software – For Education Accounts Only	[* * *]
MI-AMPRE-12-EDU	MobileIron Advanced Management, AppConnect, AppTunnel, and Docs@Work Bundle Subscription with Premium Support – 12 month term – For Education Accounts Only	[* * *]
MobileIron Support Services – Management and Docs Bundle – For Education Accounts Only

*SKU Number*	*Description⁽¹⁴⁾*	*Cost per device⁽¹⁾*
MI-AMDAWCUSTCARE-EDU	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management and Docs@Work Bundle - - [* * *] – For Education Accounts Only	[* * *]
MI-AMDAWCUSTCAREPREMIUM-EDU	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management and Docs@Work Bundle - [* * *] – For Education Accounts Only	[* * *]
MobileIron Support Services – Premium Bundle – For Education Accounts Only

*SKU Number*	*Description⁽¹⁴⁾*	*Cost per device⁽¹⁾*
MI-AMPRECUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle - [* * *] – For Education Accounts Only	[* * *]

Agreement 20100106.054.A.007


MI-AMPRECUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle - [* * *] – For Education Accounts Only	[* * *]

	Deployment Options: If hardware purchased
MobileIron Hardware Appliance

*SKU Number*	*Description*	*Cost per appliance⁽³⁾*
MI-APPL-ANY	MobileIron M2100 Hardware Appliance for (Single CPU, 4 cores, 32GB RAM, dual 500GB disks, 2 year non-extendable warranty)	[* * *]
MI-APPL2500	MobileIron M2500 Hardware Appliance for VSP (2 CPU sockets, 16 cores, 64GB RAM, four 600 GB 6Gb/s SAS drives in RAID 10 array, redundant power supplies and fans, 3 year non-extendable warranty)	[* * *]
MI-APPLSENTRY-ANY	MobileIron M2100 Hardware Appliance for Sentry CPU, 4 cores, 32GB RAM, dual 500GB hard disks, 2 extendable warranty)	[* * *]
MI-APPLSENTRY2500-ANY	MobileIron M2500 Hardware Appliance for Sentry (2 CPU sockets, 16 cores, 64GB RAM, four 600 GB 6Gb/s SAS drives in RAID 10 array, redundant power supplies and fans, 3 year non-extendable warranty)	[* * *]
MI-APPLCONNECT-ANY	MobileIron M2100 Hardware Appliance for Connector (Single CPU, 4 cores, 32GB RAM, dual 500GB hard disks, 2 year non-extendable warranty)	[* * *]

	Support and Professional Services

Agreement 20100106.054.A.007


MobileIron Support Services - Advanced Management

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per service⁽⁴⁾*
MI-CUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management Software License - [* * *]	[* * *]
MI-CUSTCARERENEW-ANY	MobileIron Annual Standard Support and Maintenance Renewal for Advanced Management - [* * *]	[* * *]
MI-CUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management Software License - [* * *] Annually	[* * *]
MI-CUSTCAREPREMIUMRENEW-ANY	MobileIron Annual Premium Support and Maintenance Renewal for Advanced Management Software License - [* * *]	[* * *]
MobileIron Support Services – Docs@Work

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per service⁽⁴⁾*
MI-DAWCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Docs@Work - [* * *] Software License	[* * *]
MI-DAWCUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Docs@Work Software License – [* * *]	[* * *]
MobileIron Support Services – Web@Work

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per service⁽⁴⁾*
MI-WAWCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Web@Work - [* * *]	[* * *]

Agreement 20100106.054.A.007


MI-WAWCUSTCAREPREMIUM- ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Web@Work Software License - [* * *]	[* * *]
MobileIron Support Services – AppConnect

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per service⁽⁴⁾*
MI-APCCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for AppConnect - [* * *]	[* * *]

MI-APCCUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for AppConnect Software License - [* * *]	[* * *]
MobileIron Support Services – AppTunnel

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per service⁽⁴⁾*
MI-APTCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for AppTunnel - [* * *]	[* * *]

MI-APTCUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for AppTunnel Software License - [* * *]	[* * *]

Agreement 20100106.054.A.007


MobileIron Support Services – Management and Apps Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per service⁽⁴⁾*
MI-AMAPPCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management, AppConnect, and AppTunnel Bundle Software License - [* * *]	[* * *]

MI-AMAPPCUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management, AppConnect, and AppTunnel Bundle Software License - [* * *]	[* * *]
MobileIron Support Services – Management and Docs Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per service⁽⁴⁾*
MI-AMDAWCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management and Docs@Work Bundle Software License - [* * *]	[* * *]

MI-AMDAWCUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management and Docs@Work Bundle Software License - [* * *]	[* * *]
MobileIron Support Services – Management and Web Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per service⁽⁴⁾*
MI-AMWAWCUSTCARE-ANY	MobileIron Annual Standard Support and. Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management and Web@Work Bundle Software License - [* * *]	[* * *]

Agreement 20100106.054.A.007


MI-AMWAWCUSTCAREPREMIUM- ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management and Web@Work Bundle Software License - [* * *]	[* * *]
MobileIron Support Services – Premium Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per service⁽⁴⁾*
MI-AMPRECUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle Software License - [* * *]	[* * *]

MI-AMPRECUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle Software License - [* * *]	[* * *]
MobileIron Professional Services

*SKU Number*	*Description*	*Cost per service*
MI-CORE-ANY	Professional Services - Install (core functionality, simple setup)	[* * *]
MI-TRN-ANY	Professional Services – Training (technical product review)	[* * *]
MI-PS-ANY	Professional Services -Custom scope (e.g. certificate integration, health checks, follow-services)	[* * *]

Agreement 20100106.054.A.007


MI-PS-ENHANCED-ANY	Professional Services - Install (core functionality + high availability + Docs@Work, Web@Work)	[* * *]
MI-PS-PREMIUM-ANY	Professional Services - Install (core functionality Sentry and VSP high availability + PKI Integral Docs@Work, Web@Work)	[* * *]
MI-PSPREMIUMPLUS-ANY	Premium Plus Services and Strategic Account Management (annual fee)⁽⁸⁾	[* * *]
Support and Professional Services – Upgrade SKUs
MobileIron Support Services - Advanced Management upgrade to Apps Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per device⁽¹⁾*
MI-UPAMAPPCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for upgrade from Advanced Management to Apps Bundle - [* * *]	[* * *]

MI- UPAMAPPCUSTCAREPREMIUM- ANY	MobileIron Annual Premium Support and Maintenance (24x7) for upgrade from Advanced Management to Apps Bundle - [* * *]	[* * *]
MobileIron Support Services - Advanced Management upgrade to Web Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per device⁽¹⁾*
MI-UPAMWAWCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for upgrade from Advanced Management to Web Bundle - [* * *]	[* * *]

MI-UPAMWAWCUSTCAREPREMIUM- ANY	MobileIron Annual Premium Support and Maintenance (24x7) for upgrade from Advanced Management to Web Bundle - [* * *]	[* * *]

Agreement 20100106.054.A.007


MobileIron Support Services - Advanced Management upgrade to Docs Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per device⁽¹⁾*
MI-UPAMDAWCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for upgrade from Advanced Management to Docs Bundle - [* * *]	[* * *]

MI- UPAMDAWCUSTCAREPREMIUM- ANY	MobileIron Annual Premium Support and Maintenance (24x7) for upgrade from Advanced Management to Docs Bundle - [* * *]	[* * *]
MobileIron Support Services - Advanced Management upgrade to Premium Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per device⁽¹⁾*
MI-UPAMPRECUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for upgrade from Advanced Management to Premium Bundle - [* * *]	[* * *]

MI- UPAMPRECUSTCAREPREMIUM- ANY	MobileIron Annual Premium Support and Maintenance (24x7) for upgrade from Advanced Management to Premium Bundle - [* * *]	[* * *]
MobileIron Support Services – Apps Bundle upgrade to Premium Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per device⁽¹⁾*
MI-UPAPPPRECUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for upgrade from App Bundle to Premium Bundle - [* * *]	[* * *]

MI- UPAPPPRECUSTCAREPREMIUM- ANY	MobileIron Annual Premium Support and Maintenance (24x7) for upgrade from App Bundle to Premium Bundle	[* * *]

Agreement 20100106.054.A.007


MobileIron Support Services – Web Bundle upgrade to Premium Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per device⁽¹⁾*
MI-UPWAWPRECUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for upgrade from Web Bundle to Premium Bundle - [* * *]	[* * *]

MI- UPWAWPRECUSTCAREPREMIUM- ANY	MobileIron Annual Premium Support and Maintenance (24x7) for upgrade from Web Bundle to Premium Bundle - [* * *]	[* * *]
MobileIron Support Services – Docs Bundle upgrade to Premium Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per device⁽¹⁾*
MI-UPDAWPRECUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for upgrade from Docs Bundle to Premium Bundle - [* * *]	[* * *]

MI- UPDAWPRECUSTCAREPREMIUM- ANY	MobileIron Annual Premium Support and Maintenance (24x7) for upgrade from Docs Bundle to Premium Bundle - [* * *] Annually	[* * *]

Notes:

(1)	Min purchase = [* * *]

(2)	Requires one license for every device under MobileIron management

(3)	Does not include shipping and handling

(4)	% of software license list price - only for perpetual pricing

(5)	Android, iOS, Mac OS X, Windows Phone 8: BES integration for BlackBerry policy mgmt not priced separately; Features can vary across platforms

(6)	Must use same licensing model (perpetual or subscription) as Advanced Management

(7)	Requires purchase of Advanced Management

(8)	Must also have MobileIron Annual Premium Support and Maintenance

Agreement 20100106.054.A.007

(9)	Policy mgmt (password, wipe, other policy enforcement) of devices only supported by MobileIron through ActiveSync (Symbian, Windows Mobile, Windows Phone 7, Windows 8 RT)

(10)	Support levels must match across products purchased

(11)	Must be purchased for each device that has internal or third-party apps installed and being managed through MobileIron using AppConnect functionality; no developer fee

(12)	Must be purchased for each device that has internal or third-party apps installed and being managed through MobileIron using AppTunnel functionality; no developer fee

(13)	Requires purchase of AppConnect

(14)

Approved purchasers include public or private educational institutions—-teaching from preschool to higher education, and/or vocational—both for profit and non-profit. A minimum of [* * *] paid license purchase on a single invoice is required to be eligible for the discount pricing. All student device licenses and their maintenance fees are available at no charge for the term of the subscription - for both Subscription On-Premise and Subscription Connected Cloud licenses. Student device licenses are not available at no charge under the Perpetual On-Premise Licensing model.


	Americas Connected Cloud Price List in USD	*Price to* *AT&T*
	Core Service: Required purchase
MobileIron Basic Management

*SKU Number*	*Description⁽¹⁰⁾*	*Cost per device⁽¹⁾*
MI-CLOUD-BM-ANY-12	MobileIron Connected Cloud Basic Management Subscription with Premium Support - 12 month term - includes MDM, MAM (up to 2 in-house apps), Atlas, and Security (no app certs) with zero on-premise footprint - features can vary across platforms	[* * *]

Agreement 20100106.054.A.007


MobileIron Advanced Management

*SKU Number*	*Description⁽⁵⁾*	*Cost per device⁽¹⁾*
MI-CLOUD-AM-ANY-12	MobileIron Connected Cloud Advanced Management Subscription with Premium Support - 12 month term -includes MDM, MAM, Atlas, Security, Intelligent Gateway, and Enterprise Integration -features can vary across platforms	[* * *]
Managed Hosted MDM
	MobileIron VSP from AT&T - Managed Hosted MDM Solution Subscription (per month per device registered)	[* * *]

	Service Options
MobileIron Docs@Work

*SKU Number*	*Description*	*Cost per device^(1,2)*
MI-CLOUD-DAW-12	MobileIron Connected Cloud Docs@Work Subscription with Premium Support - 12 month term	[* * *]
MobileIron Web

*SKU Number*	*Description*	*Cost per device^(1,2)*
MI-CLOUD-WAW-12	MobileIron Connected Cloud Web@Work Subscription with Premium Support - 12 month term	[* * *]
MobileIron AppConnect@Work

*SKU Number*	*Description^{(6, 8)}*	*Cost per device^(1,2)*
MI-CLOUD-APC-12	MobileIron Connected Cloud AppConnect Subscription with Premium Support - 12 month term	[* * *]

Agreement 20100106.054.A.007


MobileIron AppTunnel

*SKU Number*	*Description⁽⁹⁾*	*Cost per device^(1,10)*
MI-CLOUD-APT-12	MobileIron Connected Cloud AppTunnel Subscription with Premium Support - 12 month term	[* * *]
MobileIron ActiveSync Management

*SKU Number*	*Description⁽⁶⁾*	*Cost per device^(1,11)*
MI-CLOUD-EAS-12	MobileIron Connected Cloud ActiveSync Management Subscription with Premium Support - 12 month term	[* * *]

	Service Bundles
MobileIron Management & Apps Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-CLOUD-AMAPP-12	MobileIron Connected Cloud Advanced Management, AppConnect, and AppTunnel Bundle Subscription with Premium Support - 12 month term	[* * *]
MobileIron Management & Docs Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-CLOUD-AMDAW-12	MobileIron Connected Cloud Advanced Management and Docs@Work Bundle Subscription with Premium Support - 12 month term	[* * *]

Agreement 20100106.054.A.007


MobileIron Management & Web Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-CLOUD-AMWAW-12	MobileIron Connected Cloud Advanced Management and Web@Work Bundle Subscription with Premium Support - 12 month term	[* * *]
MobileIron Premium Bundle

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-CLOUD-AMPRE-12	MobileIron Connected Cloud Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle Subscription with Premium Support - 12 month term	[* * *]
Upgrade SKU - Subscription Licenses
Advanced Management upgrade to Apps Bundle - Subscription Upgrade

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-CLOUD-AM-AMAPP-SUB-UP	Connected Cloud upgrade from Advanced Management to the MobileIron Advanced Management, AppConnect, and AppTunnel Bundle – 12 Month Subscription	[* * *]
Advanced Management upgrade to Web Bundle - Subscription Upgrade

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-CLOUD-AM-AMWAW-SUB-UP	Connected Cloud upgrade from Advanced Management to the MobileIron Advanced Management and Web Bundle - 12 Month Subscription	[* * *]

Agreement 20100106.054.A.007


Advanced Management upgrade to Docs Bundle - Subscription Upgrade

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-CLOUD-AM-AMDAW-SUB-UP	Connected Cloud upgrade from Advanced Management to the MobileIron Advanced Management SKU upgraded to the Does Bundle which includes Docs@Work – 12 Month Subscription	[* * *]
Advanced Management upgrade to Premium Bundle - Subscription Upgrade

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-CLOUD-AM-AMPRE-SUB-UP	Connected Cloud upgrade from Advanced Management to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle – 12 Month Subscription	[* * *]
Apps Bundle upgrade to Premium Bundle - Subscription Upgrade

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-CLOUD-AMAPP-PRE-SUB-UP	Connected Cloud upgrade from the Apps Bundle to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle – 12 Month Subscription	[* * *]
Web Bundle upgrade to Premium Bundle - Subscription Upgrade

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-CLOUD-AMWAW-PRE-SUB-UP	Connected Cloud upgrade from the Web Bundle to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle – 12 Month Subscription	[* * *]

Agreement 20100106.054.A.007


Docs Bundle upgrade to Premium Bundle - Subscription Upgrade

*SKU Number*	*Description*	*Cost per device⁽¹⁾*
MI-CLOUD-AMDAW-PRE-SUB-UP	Connected Cloud upgrade from the Docs Bundle to the MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle – 12 Month Subscription	[* * *]
Education SKUs
MobileIron Management & Does Bundle - For Education Accounts Only

*SKU Number*	*Description⁽¹⁴⁾*	*Cost per device*
MI-CLOUD-AMDAW -12-EDU	MobileIron Connected Cloud Advanced Management and Docs@Work Bundle Subscription with Premium Support - 12 month term – For Education Accounts Only	[* * *]
MobileIron Premium Bundle - For Education Accounts Only

*SKU Number*	*Description⁽¹⁴⁾*	*Cost per device*
MI-CLOUD-AMPRE-12-EDU	MobileIron Connected Cloud Advanced Management, AppConnect, AppTunnel, and Docs@Work Bundle Subscription with Premium Support - 12 month term – For Education Accounts Only	[* * *]

Agreement 20100106.054.A.007


Test and Development Connected Cloud Instance
Test and Development Connected Cloud Instance

*SKU Number*	*Description⁽¹⁴⁾*	*Cost per device⁽¹⁾*
MI-CLOUD-TESTDEV-AMPRE-12	MobileIron Connected Cloud Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle Subscription with Premium Support - for Test/Dev Environment - 12 month term - requires purchase of a Production Connected Cloud Instance.	[* * *]

	Deployment Options: If hardware purchased for enterprise integration
MobileIron Hardware Appliance

*SKU Number*	*Description*	*Cost per appliance⁽³⁾*
M1-APPLENTCONNECT-ANY	MobileIron M2100 Hardware Appliance for Enterprise Connector (Single CPU, 4 cores, 16GB RAM, dual 250GB hard disks, 1 year non-extendable warranty)	[* * *]
MI-APPLSENTRY-ANY	MobileIron M2100 Hardware Appliance (Single CPU, 4 cores, 32GB RAM, dual 500 disks, 2 year non-extendable warranty)	[* * *]
MI-APPLSENTRY2500-ANY	MobileIron M2500 Hardware Appliance for Sentry (2 CPU sockets, 16 cores, 64GB RAM, four 600 GB 6Gb/s SAS drives in RAID 10 array, redundant power supplies and fans, 3 year non-extendable warranty)	[* * *]

	Support and Professional Services

Agreement 20100106.054.A.007


MobileIron Professional Services

*SKU Number*	*Description*	*Cost per service*
MI-CLOUD- CORE-ANY	Professional Services – Install (core functionality, simple setup)	[* * *]
MI-CLOUD-TRN-ANY	Professional Services – Training (technical product review)	[* * *]
MI-CLOUD-PS-ANY	Professional Services - Custom scope (e.g certificate integration, health checks, follo services)	[* * *]
MI-CLOUD- ENHANCED-ANY	Professional Services - Install (core functionality + high availability + Docs@Work, Web@Work)	[* * *]
MI-PSPREMIUMPLUS-ANY	PremiumPlus Services and Strategic Account Management (annual fee)	[* * *]

Notes:

(1)	Min purchase = [* * *]

(2)	Requires purchase of Advanced Management

(3)	Does not include shipping and handling

(4)	% of software license list price - only for perpetual pricing

(5)	Android, iOS, Mac OS X, and Windows Phone 8 charged per device; features can vary across platform

(6)	AppConnect supports both Android and iOS

(7)	Policy mgmt (password, wipe, other policy enforcement) of devices only supported by MobileIron through ActiveSync (Symbian, Windows Mobile, Windows Phone 7, Windows 8 RT)

(8)	Must be purchased for each device that has internal or third-party apps installed and being managed through MobileIron using AppConnect functionality; no developer fee

(9)	Must be purchased for each device that has internal or third-party apps installed and being managed through MobileIron using AppTunnel functionality; no developer fee

(10)	Requires purchase of AppConnect

(11)	Requires purchase of Advanced Management for other devices (i.e., cannot just buy ActiveSync Management)

(12)	Must also have Direct Premium Support from MobileIron

(13)	Requires one license for every device under MobileIron management

(14)

Approved purchasers include public or private educational institutions—teaching from preschool to higher education, and/or vocational—both for profit and non-profit. A minimum of [* * *] paid license purchase on a single invoice is required to be eligible for the discount pricing. All student device licenses and their maintenance fees are available at no charge for the term of the subscription—for both Subscription On-Premise and Subscription Connected Cloud licenses. Student device licenses are not available at no charge under the Perpetual On-Premise Licensing model.

Agreement 20100106.054.A.007

•

Networx Fees:

Whenever applicable, for each sale of Supplier Services and Material made by AT&T to Customers under the US Federal Government Networx contract Supplier will be responsible for and agrees to pay AT&T for [* * *] of the US Federal Government Networx contract imposed administrative fees. Settlement of the fee payment between Supplier and AT&T will occur monthly. Said monies may be deducted from revenues otherwise due from AT&T to Supplier under this Agreement, or AT&T may xxxx Supplier for such fees, at AT&T’s sole discretion. If AT&T bills Supplier for such fees, Supplier agrees to pay such invoice within 35 days of the date of the invoice.

•

Maintenance and Support

The rate charged for any renewal term for maintenance and support of Specially Priced Transactions (defined below), which has the same period as the initial term for maintenance and support, shall remain the same as the rate charged for the initial term for maintenance and support. The term “Specially Priced Transaction” means, in general, a perpetual license fee transaction for [* * *] or more devices where the maintenance and support fee charged to the customer is not based on the fixed fee pricing set forth in the pricing schedules to the Resale Agreement but, rather, is based on the net license fee for the perpetual license.

BLANK PAGE

Supplement

20100106.054.S.001

Between

Mobile Iron

And

AT&T Services, Inc.

Agreement 20100106.054.S.001

Supplement 1 to AT&T-Mobile Iron Resale Agreement

This Supplement, effective on the date when signed by the last Party (“Amendment Effective Date”), and supplementing Agreement No. 20100106.054.C (the “Agreement”), is by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. All capitalized terms not otherwise defined in this Supplement have the meanings assigned to them in the Agreement. In the event there is a conflict between the terms of this Supplement and the terms of the Agreement, the terms of this Supplement will control.

RECITALS

A.	Supplier and AT&T are Parties to a Resale Agreement (No. 20100106.054.C) effective April 22, 2010 (the “Agreement”) under which AT&T is authorized to resell Supplier’s products to AT&TCustomers.

B.	This Supplement is intended only for Supplier’s products sold through the AT&T Mobility LLC II (“AMA program”) the terms of this Supplement shall not apply to any other Supplier products obtained by AT&T.

THEREFORE, for purposes of this Supplement only, AT&T and Supplier agree as follows:

1.	Section 1.2. “Scope of Agreement” paragraph a. is hereby deleted and replaced with the following paragraphs:

Supplier shall sell to AT&T the Material (other than licensed Material) and Services listed in Appendix A, for resale to Customers in the United States of America (“Territory”), and Supplier shall authorize AT&T to distribute licensed Material listed in Appendix A and to distribute Supplier’s XXXX, warranties, and maintenance service agreements associated with Material to Customers in the Territory. Where agreed pursuant to Section 4.17, as a subcontractor to AT&T, Supplier shall provide Services (other than Maintenance Services) described in a Statement of Work for Subcontracted Services, for the benefit of Customers in the Territory. All sales of Material and Services to AT&T for resale, provision of Services to AT&T, and authorization to distribute licensed Material and Supplier’s XXXX, warranty, and maintenance agreements shall be subject to the terms and conditions of this Agreement and shall be done pursuant to and in conformance with Orders submitted by AT&T. Prices to AT&T are the prices listed in Appendix B, if any, minus the appropriate discount, as shown in Appendix B1, if any, or prices established pursuant to firm prices to AT&T which are quoted to AT&T by Supplier in writing in response to requests for pricing for such Material and Services or in connection with a Statement of Work attached to or set forth in an Order, whichever is relevant.

b.	Supplier shall provide AT&T and/or Customer Services as described in Appendix Y, End User Care, for Customers on whose behalf AT&T has purchased Maintenance Services or who are on subscription licenses. AT&T shall only provide such Maintenance Services to such Customers.

Agreement 20100106.054.S.001

The remaining paragraphs are re-lettered beginning with the letter “c”.

2.	The following definition shall be deleted and replaced in the Agreement:

2.21 Order

“Order” means such electronic records from AT&T’s Third Party Provisioning (“3PP”) system that AT&T may send to Supplier for the purpose of ordering Material and Services hereunder. Orders will not include Orders for Government Customers until agreed by Supplier.

3.	The following definitions shall be added to the Agreement:

2.31 Badge

“Badge” means the “AT&T Certified Solution Badge” issued by AT&T to certain businesses that have had their wireless enterprise solutions tested and certified that the solution meets AT&T system requirements.

2.33 Customer Agreement

“Customer Agreement” means the written (including fax or electronic click-through) contractual arrangement to be entered into between AT&T and Customer in order for Customer to purchase Wireless Services.

2.34 End User

“End User” means those individuals authorized by a Customer to have access to Wireless Services pursuant to a valid Customer Agreement.

2.36 Mobility Order(s)

“Mobility Order(s)” means any Order placed by AT&T Mobility LLC II or any of its Affiliates for the purposes of purchasing Material, Services and/or Software for the AMA program for AT&T Mobility LLC II or any of its Affiliates or Customers. For purposes of this Supplement, all references to Order in the Agreement shall mean Mobility Order.

2.37 MRC

“MRC” means the monthly recurring charge paid by AT&T to Supplier for each active Software Subscription as set forth in Appendix B.

2.38 Wireless Services

“Wireless Services” means the wireless data service offered by AT&T over its GSM/GPRS, EDGE, UMTS/HSPA or future cellular networks, or 802.11 based networks, together with ancillary or incidental AT&T services necessary to provide the Wireless Services.

Agreement 20100106.054.S.001

4.	General Terms

a)	The following sections shall be deleted and replaced in the Agreement:

Section 3.20, Invoicing and Payment, shall be deleted and replaced as follows:

Section 3.20 Invoicing and Payment

AT&T will provide to Supplier, Partner Reconciliation Management (PRM) settlement reports that will identify total accrued payments for the Material and Services within [* * *] after the end of each month, at which time Supplier will invoice AT&T. The PRM reports will identify what the beginning and end dates are for each settlement period.

Supplier has up to [* * *] from receipt of the PRM settlement reports (“Dispute Period”) to notify AT&T in writing of any discrepancy between Supplier’s records and the PRM settlement report. If Supplier notifies AT&T in writing of a discrepancy during the Dispute Period, AT&T will still continue processing payment based on the original PRM settlement report. AT&T shall have up to [* * *] after receipt of the invoice to pay Supplier.

Any resolved discrepancies will be applied by AT&T to a subsequent invoice as a credit or as an additional amount due, as agreed upon by both Parties. In the event that a disputed settlement amount cannot be reconciled between the respective Parties, the PRM settlement reports will be the basis of payment to Supplier. AT&T will not apply any additional amounts to invoices for resolved discrepancies after the Dispute Period has expired, unless Supplier notified AT&T of the discrepancy in writing during the Dispute Period. AT&T shall pay to Supplier the MRC in accordance with Appendix B. AT&T will also withhold for submission to the appropriate taxing authority any taxes that are charged in connection with the MRC in accordance with Section 3.36, Taxes.

Section 3.22, Limitation of Damages, shall be deleted and replaced as follows for purposes of Mobility Orders only:

Section 3.22 Limitation of Damages

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, EXCEPT FOR LIABILITY ARISING OUT OF [* * *] OR SECTION 3.33B (RESTRICTIONS ON STANDARD SOFTWARE) OR SUPPLIER’S INDEMNITY OBLIGATIONS DESCRIBED HEREIN, NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (A) AMOUNTS THAT IN THE AGGREGATE ARE IN EXCESS OF THE LIMITATION AMOUNT (AS DEFINED BELOW) OR (B) ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE OR LOST DATA. AS USED IN THIS SECTION, THE “LIMITATION AMOUNT” MEANS [* * *] BUT NOT LESS THAN [* * *].

Agreement 20100106.054.S.001

b)	The following sections shall be added to the Agreement:

Section 3.41, AT&T Badge, shall he added as follows:

3.41 AT&T Badge

The AT&T brand, trade name, trademark, service xxxx, logo, trade dress, and the AT&T Badge are the property of AT&T Intellectual Property II, L.P. d/b/a/ AT&T Intellectual Property, Inc. (“ATTIP”). Solely in performance of and in accordance with this Agreement, ATTIP has specifically consented to AT&T’s and Supplier’s use of the Badge. Subject to the limitation and procedures set forth herein, ATTIP hereby grants Supplier a personal, revocable, nonexclusive, royalty-free limited permission to use and reproduce the Badge on Supplier’s web site, in sales presentation materials and on marketing and promotional materials.

Supplier agrees to use the AT&T Badge according to the Guidelines set forth and exactly as depicted in Appendix D without any alteration. Supplier may not modify the AT&T Badge in any way whatsoever. Failure to display the AT&T Badge as indicated shall result in immediate cancellation of this authorization and termination of this permission to use the AT&T Badge.

All materials in which the AT&T Badge is used shall be submitted for review to AT&T’s authorized representative in advance and shall not be distributed or used by Supplier in any manner without prior written approval. AT&T may withhold its consent to the use of the AT&T Badge in a particular context in its sole discretion, with the exception that once consent is given for a type of use (e.g., use of the AT&T Badge in a print advertisement, on a web page), consent is not required for each use of the AT&T Badge in that specific context, as long as used without material change (changes to grammar, punctuation, changes in background color, and corrections of typos are de facto considered immaterial). Any use of the AT&T brand, name, trademark, logo, trade dress or the AT&T corporate brand, name, trademark, logo, trade dress or globe as a trademark or service xxxx which is not authorized herein or in writing by an authorized representative of AT&T shall be strictly prohibited. Any use of the AT&T Badge which is inconsistent with the terms hereof shall be grounds for immediate cancellation of this authorization to use the AT&T Badge. Any failure to select this remedy on any occasion shall not constitute a waiver by AT&T or ATTIP of rights under this paragraph. ATTIP reserves the right to designate and substitute a transitional or new AT&T Badge after thirty (30) days written notice to Supplier.

Supplier recognizes that nothing contained in this Agreement is intended as an assignment or grant to Supplier of any right, title or interest in or to the AT&T Badge or the goodwill attached thereto and that this Agreement does not convey the right to grant sublicenses and is not assignable. Supplier does not have the right to register the AT&T Badge or any other xxxx owned by ATTIP or its affiliates as a domain name, corporate or trade name, trademark or service xxxx. Supplier further recognizes that all use of the AT&T Badge by Supplier shall inure to the benefit of, and be on behalf of ATTIP or AT&T. It is understood and agreed that ATTIP, as authorized licensor and owner, shall have standing to enforce its rights in the AT&T Badge as set forth herein. Supplier recognizes the validity of, and will do nothing inconsistent with, or which would negatively impact, ATTIP’s ownership of the AT&T Badge or the goodwill represented thereby. Supplier acknowledges and agrees that ATTIP and AT&T will have the sole right to engage in infringement or unfair competition proceedings involving the AT&T Badge.

Agreement 20100106.054.S.001

Section 3.42, Liquidated Damages for Delay in Delivery, shall be added as follows:

3.42 Liquidated Damages for Delay in Delivery

If Supplier fails to complete Delivery by the Delivery Date, then AT&T will suffer damages, proximately caused by such delay, in an amount difficult to ascertain with certainty. Therefore, in such a case, AT&T will recover, as liquidated damages and not as a penalty [* * *] of the price of the delayed Materials and Services for each. [* * *] starting with the Delivery Date and ending with the [* * *] when Supplier completes the delayed Delivery or AT&T Cancels the applicable Order, whichever occurs first. The amount of AT&T’s potential recovery under this Section is so limited that it will not exceed [* * *] of the total price of the delayed Materials and Services.

Section 3.43, Offshore Work Permitted Under Specified Conditions, shall he added as follows:

3.43 Offshore Work Permitted Under Specified Conditions

Supplier shall not perform any Services under this Agreement, nor allow such performance by any Subcontractor, at a location outside the United States (“Offshore Location”) unless AT&T approves work to be performed by Supplier or a Subcontractor at such Offshore Location. In the event of such approval, the physical location where the work is to be performed; the Services to be performed at such location; and, if applicable, the identity of any Subcontractor performing such work, shall be specifically set forth in Appendix K. Prior to making any additions or deletions to the physical locations or changes in Subcontractors performing work at an Offshore Location the Parties shall amend Appendix K. A change in the location where a Service is performed from one Offshore Location to another AT&T approved Offshore Location shall not require an amendment to Appendix K. The requirements of this section shall be in addition to the Sections entitled, “Assignment and Delegation”, and “Work Done by Others”.

AT&T shall have the right to withdraw its consent to the performance of work at an Offshore Location at any time in AT&T’s sole discretion for any reason, in which event Supplier shall continue to perform such work at a location within the United States and the Parties shall amend Appendix K accordingly.

Supplier’s compliance with this Section, and all Services performed in Offshore Locations with AT&T’s consent, shall be subject to Section entitled, Records and Audit. Supplier shall provide, and shall ensure all Subcontractors provide at no cost to AT&T, AT&T with physical access to inspect all Offshore Locations.

d.	To the extent Supplier interconnects with, or otherwise has access to, the AT&T network, Supplier shall not access, or establish network connections that would allow access, to the AT&T network from an Offshore Location without the prior written consent of AT&T.

Any Services under this Agreement performed by Supplier or any Subcontractor in an Offshore Location without AT&T’s prior written consent shall be a material breach of this Agreement and, in addition to any other legal rights or remedies available to AT&T in law or in equity, AT&T may immediately Cancel and/or Terminate this Agreement without cost, liability or penalty to AT&T.

When AT&T has granted consent for Services to be performed in an Offshore Location, Supplier shall remain fully responsible for compliance with any applicable foreign, federal, state or local law for such Services regardless of whether the Service is being performed by Supplier or a Subcontractor. Nothing contained within this Agreement is intended to extend, nor does it extend, any rights or benefits to any Subcontractor, and no third party beneficiary right is intended or granted to any third party hereby.

Agreement 20100106.054.S.001

Supplier shall advise AT&T as early as possible prior to any change of Control of the Supplier or any of the entities performing the work at the Offshore Location. AT&T may, but shall not be obligated to, Cancel all or part of the Agreement or applicable Order, at AT&T’s option, if, without prior consent of AT&T, through merger of acquisition or other means, there is a change in the Control of the Supplier or any of the entities performing the work at the Offshore Location. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies by one person or entity or a group of persons or entities acting in concert; provided, however, that the legal or beneficial ownership, directly or indirectly, by persons or entities, including governmental entities, acting alone or in concert, of more than thirty percent (30%) of the voting stock for the election of directors of a party shall always be deemed Control.

Section 3.44, Supplier Marks, shall be added as follows:

3.44 Supplier Marks

Subject to the other provisions of this Agreement, Supplier hereby grants AT&T the right to use, reproduce, publish and display Supplier’s trademarks or service marks related to the Materials (the “Supplier Marks”), including the Software application names and Supplier Marks, any related Software application descriptions or specifications published or provided by the Supplier, in connection with the development and use of, and reproduction in promotional and marketing materials, content directories and indices, and electronic and printed advertising, newsletters and mailings and exhibitions, trade shows or equivalent events about AT&T and its relationship with Supplier. This Agreement gives AT&T no rights in or to the Supplier Marks except a limited license to reproduce the Supplier Marks as reasonably necessary for and for the sole purpose of allowing AT&T to fully promote and market the Software pursuant to the terms of this Agreement. AT&T has no right to register Supplier’s trademarks, service marks or trade names in any jurisdiction anywhere in the world.

Prior to the first use and each subsequent different use of the Supplier Marks in the manner permitted herein, AT&T agrees to submit a sample of such proposed use to Supplier for its prior written approval, which may be withheld in Supplier’s reasonable discretion. Once Supplier approves a particular use of a Supplier Xxxx (which may apply to the use of the Supplier Xxxx in multiple types of advertising or marketing), the approval will remain in effect for such use until withdrawn with reasonable prior written notice. Without limiting the generality of the foregoing, AT&T will comply with all standards with respect to the Supplier Marks which may be furnished to AT&T from time to time, and all uses of the Supplier Marks must be consistent with the standards furnished by Supplier. Further, AT&T may not create a combination xxxx consisting of one or more of the Supplier Marks. All uses of the Supplier Marks inure to the benefit of the Supplier.

Section 3.45, Testing, shall be added as follows:

3.45 Testing

To the extent practicable, Supplier will notify AT&T [* * *] advance of releasing a new version of the Material that would materially and adversely impact upon either reliability or the form, fit or function of the Material (a “Materially Revised Version”) to AT&T or its Customers

Agreement 20100106.054.S.001

hereunder, and submit the latest available such version for testing and certification by AT&T no later than [* * *] prior to the intended release of such version to AT&T or its Customers hereunder. Supplier will also provide AT&T with registration information for the sole purpose of end-to-end testing (the “Test Accounts”) at the same time. AT&T’s testing and certification will be performed at no charge to Supplier. Supplier will deliver, and AT&T will accept the Material or Services for testing if Supplier considers the Material or Services to be the Release Candidate. A “Release Candidate” is a version of the Material or Services that Supplier believes to be free from material defects and has cleared Supplier’s own quality assurance and testing activities. Schedules and resources permitting, AT&T will provide Supplier with testing results within [* * *] of receiving each version or release of the Material. Failure to provide testing results within this time period will not be deemed AT&T’s approval of the Material or Services. Any Service Preventing Defects discovered during testing must be corrected by Supplier prior to commercial launch of the Material with such a defect to AT&T or any of its Customers. A “Service Preventing Defect” means [* * *]. Issues can be considered Service Preventing Defects [* * *]. If Supplier desires to make material modifications to the Material or Services that would constitute a Materially Revised Version, it may do so upon written notice to AT&T. A Materially Revised Version will require complete re-testing and re-certification of the Material and Services pursuant to this Section prior to re-launching the modified Material and Services.

5.	Special Terms

a)	The following section shall be deleted and replaced in the Agreement:

Section 4.18, Supplier’s XXXX, Materials Warranty, and Maintenance Agreement, shall be deleted and replaced as follows:

4.18 Supplier’s XXXX, Materials Warranty, and Maintenance Agreement

a. For purposes of AT&T’s distribution of Supplier’s licensed Material, Supplier’s warranties, and Supplier’s maintenance agreements, Supplier agrees to provide AT&T and Customers with copies of any XXXX, any statement of warranty which accompanies Material (“Materials Warranty”), and standard maintenance services agreement (“Maintenance Agreement”) authorized or required by Supplier or its original equipment manufacturers or licensors (the XXXX, the Materials Warranty and the Maintenance Agreement are, at times, referred to herein as the “Supplier’s Material”). For reference, a copy of the current version of the XXXX is attached hereto as Appendix R-1, a copy of the current version of the Materials Warranty is attached hereto as Appendix R-2, and a copy of the Maintenance Agreement is attached hereto as Appendix R-3. Supplier shall also maintain copies of Supplier’s Material on the World Wide Web accessible by passcode (for new Customers) and accessible without passcode using the URL referenced in Section 4.18(g)(i) below (for existing Customers or potential Customers under a nondisclosure agreement or any confidentiality obligations in an existing agreement with such Customer or potential Customer), shall maintain a web link to enable AT&T and Customers to access Supplier’s Material via the Internet, shall make commercially reasonable efforts to maintain the same web link for the term of this Agreement, and shall provide AT&T with that link upon execution of this Agreement. [* * *]

Agreement 20100106.054.S.001

b.	Supplier further agrees that it will be Supplier’s responsibility to include a copy of its Supplier’s Material, that it generally includes with its Materials, when the Materials are shipped or Software is delivered electronically to Customer, together with instructions directing Customer:

To read the XXXX prior to opening the Software package (if shipped) or accepting electronic delivery of the Software.

That the breaking of the seal of the software package or acceptance of electronically delivered software constitutes agreement with and acceptance of the terms and conditions of the XXXX.

Except as set forth in §4.18(g) below, AT&T will not be a party to any such XXXX, Maintenance Agreement, nor to any Materials Warranty, and the obligations of all such Supplier’s Material shall flow directly from Supplier to Customer. AT&T will have no obligations with respect to the licensing of Software or to the warranting of any Materials or Services, other than as may be expressly set forth in this Section. However, AT&T and not Supplier shall invoice Customer for any payments that may become due from Customer, and AT&T and not Supplier shall collect and receive payments from Customer on account of any such invoice. Any other obligations as set forth in Supplier’s Material will be strictly between Supplier and Customer.

Except as Customer may otherwise agree through its acceptance of the terms of Supplier’s Material (including without limitation acceptance thereof by a Government Customer through any of §4.18(g)(i), (ii), or (iii)), Supplier’s warranty and the rights of AT&T under the Sections entitled “Infringement,” and “Warranty,” shall hereby be deemed to also be given for the benefit of Customers, and AT&T may disclose the provisions of such Sections to its Customers. If there is a conflict between the terms of the Supplier’s Material and the preceding sentence, the terms of Supplier’s Material control.

e.	Supplier shall indemnify, hold harmless, and defend AT&T and other indemnified parties harmless from and against Loss in connection with, arising out of, or resulting from any Claim, as provided in the Sections entitled “Indemnity” and “Infringement”.

f.	AT&T agrees to promptly notify Supplier of any Claim and cooperate with Supplier, upon request and at Supplier’s expense, as provided in the Section entitled “Indemnity”.

Agreement 20100106.054.S.001

Supplier acknowledges and agrees that certain of Customers that are State, Federal, local and municipal agencies, departments, political subdivisions and related entities purchasing pursuant to government contracts (“Government Customers”) require certain different treatment with respect to the issues dealt with in this §4.18. Supplier hereby agrees that the terms and conditions in this sub-section (g) apply to such Government Customers, and that all of §4.18 continues to apply to such Government Customers except as expressly modified by this sub-section (g). Specifically, Supplier acknowledges that certain Government Customers insist on contracting directly and solely with AT&T, and may refuse to enter into contracts with Supplier or otherwise deal directly with Supplier for Tier 1 support and maintenance. In order to have such Government Customers agree to the XXXX, Supplier hereby agrees that AT&T may take any of the following actions with respect to the XXXX when responding to a request for proposal or request for information or otherwise contracting with Government Customers:

have the Government Customer accept Supplier’s XXXX either through the web link referenced in §4.18(a), or through a URL accessible without passcode to be made available by Supplier within two weeks of the Effective Date of this Supplement or Supplier’s other, standard acceptance methods in place at that time;

ii.

have the Government Customer agree to a version of Supplier’s XXXX, a true and correct copy of which is attached hereto in Appendix R-1; or

iii.

in the event that neither §4.18(g)(i) nor §4.18(g)(ii) is acceptable to the Government Customer, have the Government Customer agree to a sub-license of the XXXX from AT&T.

(For clarity, in §§4.18(g)(i) and (ii), the Government Customer will be agreeing to the terms of the XXXX directly with Supplier, and AT&T will not be a party to that XXXX.)

Pursuant to §4.18(g)(iii), Supplier hereby grants AT&T a limited, nonexclusive, royalty-free, license to the Software, during the term of this Agreement, only for the purpose of allowing and only to the extent necessary to allow AT&T to sub-license the Software to AT&T’s Government Customers on whose behalf AT&T has purchased licenses to the Software under this Agreement, under the XXXX, for the term and territory and in the quantities and types licensed. Such sub-licenses may be perpetual if that is what was purchased, and shall survive any termination or expiration of this Agreement in accordance with the terms of the XXXX. In the event of any uncured material breach of the XXXX by such Government Customer, AT&T shall cooperate with Supplier in exercising its termination rights under the XXXX.

For purposes of clarification, the parties intent is that the right to sublicense granted to AT&T be broad enough so that AT&T may grant the Government Customer the license that Supplier would have granted such Government Customer (had the Government Customer been willing to receive a license directly from Supplier), and that no termination of this Agreement leave AT&T having granted more rights to such Government Customer under this sub-section (g) than it had the right to sublicense hereunder. AT&T may represent and warrant to such Government Customers that it has the right to grant such sub-license. AT&T shall only be a party to the XXXX for the limited purposes set forth in this paragraph.

Agreement 20100106.054.S.001

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxxxx X. Xxxxxx	By:	/s/ Xxxxxxx Xxxxx

Printed Name:	Xxxxxx X. Xxxxxx	Printed Name:	Xxxxxxx Xxxxx

Title:	CEO	Title:	Senior Contract Manager

Date:	Nov 8, 2010	Date:	November 9, 2010

/s/ Xxxx Xxxxxxxx

XXXX XXXXXXXX

XX. DIR, BUSINESS DEVELOPMENT

Nov 8, 2010

Agreement 20100106.054.S.001

Appendix A - Description of Supplier’s Material and/or Services

The Mobile Iron Virtual Smartphone Platform (VSP) is a data-driven smartphone management platform software solution used by corporate enterprises, consisting of the products listed below in this Appendix. Mobile Iron VSP allows enterprise customers to manage, provision, and secure supported smartphones and smartdevices (phones and tablets) and also provides visibility and control of content and usage of a supported smartdevice that is deployed in the enterprise.

The Mobile Iron Virtual Smartphone Platform consists of three key components:

A software client that runs on smartphones and smartdevices, and communicates back to the MobileIron Virtual Smartphone Platform server and consists of two different versions. The subscription service includes a client per device, tier 2 support, and upgrades:

MobileIron iPhone for Enterprise (for iOS devices)

MobileIron Core Bundle Subscription (for other supported OS’s)

The MobileIron Smartphone Virtual appliance plugs into an enterprise network and provides central control and management for enterprise’s supported smartdevices and acts as a proxy between clients and the email infrastructure MobileIron Sentry Virtual appliance provides tools to gain visibility over devices connecting, prohibit unauthorized devices from gaining access to ActiveSync, and block devices that either do not meet requirements or have fallen out of compliance from connecting to corporate e-mail.

Detailed Product Description

MobileIron iPhone for Enterprise Subscription clients reside on the iOS device and communicate back to the MobileIron Smartphone Virtual Appliance. The device client is priced on a per device basis and includes tier 2 and tier 3 support.

MobileIron Advanced Management Subscription for other supported OS’s provides smartdevice management for data, apps, and access to corporate resources. It allows enterprises to set policies or guidelines governing usage and access. The device client is priced on a per device basis and includes tier 2 and tier 3 support.

The MobileIron Mobile Activity Intelligence for other supported OS’s gathers usage data and provides analysis of voice, data and quality of service for the smartphones under management. The device client is priced on a per device basis and includes tier 2 and tier 3 support.

MobileIron Core Bundle for Enterprise Subscription clients for other supported OS’s includes the Advanced Management functionality and Mobile Activity Intelligence functionality as shown above in items 2 and 3. The device client is priced on a per device basis and includes tier 2 and tier 3 support.

MobileIron Smartphone Virtual Appliance provides mission control for managing supported smartdevices and is where the enterprise administrator has visibility to the smartphone fleet, applies policies and manages the devices. [* * *]

MobileIron Sentry Virtual Appliance is included for managing access and control for ActiveSync connectivity for devices under management. [* * *]

[* * *]

Agreement 20100106.054.S.001

Description

MobileIron iPhone for Enterprise Subscription - 12 month term

MobileIron iPhone for Enterprise Subscription - 24 month term

MobileIron iPhone for Enterprise Subscription - 36 month term

MobileIron Advanced Management Subscription - 12 month term

MobileIron Advanced Management Subscription - 24 month term

MobileIron Advanced Management Subscription - 36 month term

MobileIron Intelligence Subscription - 12 month term

MobileIron Intelligence Subscription - 24 month term

MobileIron Intelligence Subscription - 36 month term

MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 12 month term

MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 24 month term

MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 36 month term

MobileIron Other Subscriptions

MobileIron iPhone for Enterprise Software License

MobileIron Advanced Management Software License

MobileIron Intelligence Software License

MobileIron Core Bundle Software License (Advanced Management + Intelligence)

MobileIron Other Perpetual Software Licenses

Services and Accessories

MobileIron Smartphone Management Hardware Appliance (includes 2.4 GHz CPU, 16GB RAM, Dual 250GB hard disks)

MobileIron Smartphone Management Virtual Appliance

MobileIron Sentry Hardware Appliance (includes 2.4 GHz CPU, 16GB RAM, Dual 250GB hard disks)

MobileIron Sentry Virtual Appliance

MobileIron Annual Standard Maintenance and Support

MobileIron QuickStart Web-based Training (6 hours)

Professional Services (project-specific quote)

Remote Product Technical Training

Standard Enterprise Implementation Services

Advanced Enterprise Implementation Services

Agreement 20100106.054.S.001

Appendix B is deleted in its entirety and replaced with the following only when dealing with Mobility Orders:

Appendix B - Supplier’s Price(s)


Description	AT&T Cost
MobileIron iPhone for Enterprise Subscription - 12 month term	$	[* * *]
MobileIron iPhone for Enterprise Subscription - 24 month term	$	[* * *]
MobileIron iPhone for Enterprise Subscription - 36 month term	$	[* * *]
MobileIron Advanced Management Subscription - 12 month term	$	[* * *]
MobileIron Advanced Management Subscription - 24 month term	$	[* * *]
MobileIron Advanced Management Subscription - 36 month term	$	[* * *]
MobileIron Intelligence Subscription - 12 month term	$	[* * *]
MobileIron Intelligence Subscription - 24 month term	$	[* * *]
MobileIron Intelligence Subscription - 36 month term	$	[* * *]
MobileIron Core Bundle Subscription (Advanced Management + Intelligence) – 12 month term	$	[* * *]
MobileIron Core Bundle Subscription (Advanced Management + Intelligence) – 24 month term	$	[* * *]
MobileIron Core Bundle Subscription (Advanced Management + Intelligence) – 36 month term	$	[* * *]
MobileIron Other Subscriptions		[* * *]
MobileIron iPhone for Enterprise Software License	$	[* * *]
MobileIron Advanced Management Software License	$	[* * *]
MobileIron Intelligence Software License	$	[* * *]
MobileIron Core Bundle Software License (Advanced Management + Intelligence)	$	[* * *]
MobileIron Other Perpetual Software Licenses		[* * *]
Services and Accessories
MobileIron Smartphone Management Hardware Appliance (includes 2.4 GHz CPU, 16GB RAM, Dual 250GB hard disks)	$	[* * *]
MobileIron Smartphone Management Virtual Appliance		[* * *]
MobileIron Sentry Hardware Appliance (includes 2.4 GHz CPU, I6GB RAM, Dual 250GB hard disks)		[* * *]
MobileIron Sentry Virtual Appliance		[* * *]
MobileIron Annual Standard Maintenance and Support *		[* * *]
MobileIron QuickStart Web-based Training (6 hours)		[* * *]
Professional Services (project-specific quote)		[* * *]
Remote Product Technical Training		[* * *]
Standard Enterprise Implementation Services		[* * *]
Advanced Enterprise Implementation Services		[* * *]

Agreement 20100106.054.S.001

Supplier prices to AT&T will be pro-rated to AT&T based on the actual start and stop date for each Service to each Customer.*

*	Supplier standard maintenance and support is calculated based upon [* * *] of the then current MSRP for perpetual licenses. Supplier MSRP is found in Supplier published price lists.

Agreement 20100106.054.S.001

Appendix C is deleted in its entirety and replaced with the following:

Appendix C - Specifications

AT&T’s Specifications and business requirements include:

1.	Provisioning and Onboarding

AT&T reserves the right to prohibit URLs at its sole discretion.

Agreement 20100106.054.S.001

Appendix K is added as follows:

Appendix K - Offshore Locations


Country(ies) where services are authorized by AT&T to be performed	Services to be performed at approved Physical Location	Name of Supplier/ Subcontractor performing the services
India	Maintenance & call center support	Mobile Iron India Software Private Limited
Netherlands	Maintenance & call center support	Mobile Iron International Incorporated

Agreement 20100106.054.S.001

Appendix T shall be added as follows:

Appendix T - Monthly Order and Shipment Report

ORDER DATE

PART
NUMBER

PID
#

BAR
CODE
NUMBER

DESCRIPTION

AGREEMENT
PRICE

LOCATION
SHIPPED

TRADE-
INS/
UPGRADES

MONTH
TO
DATE $

Agreement 20100106.054.S.001

Appendix Y, End User Care, shall be added as follows:

Appendix Y - End User Care

End User Care

1.	Supplier agrees to support AT&T as described below to ensure End Users obtain an optimum user experience. As of the Effective Date, the Parties agree that the following support framework applies to this Agreement:

Supplier support hours are Monday to Friday 6am to 6pm, Pacific Time. Supplier support can be contacted via telephone, e-mail, or web portal as follows:


Telephone number:		x0.000.000.0000
Email address:		xxxxxxx@XxxxxxXxxx.xxx
Web Portal:		xxxxx://xxxxxxx.xxxxxxxxxx.xxx

Supplier will provide to AT&T a quarterly Support Ticket statistics report. The form of the report will be mutually agreed upon by the Parties, but will be similar to the format of the example below and contain at minimum the following fields:

Ticket #

End User ID

Subject

Status

Date Assigned

Date Completed

% Completed

Agreement 20100106.054.S.001

AT&T Ticket Statistics

Total Number of tickets for the period 01/04/2008 to 30/04/2008: 7

[* * *]

Supplier commits to meeting the following response times (based on the severity level) for support and maintenance requests by AT&T for the support of End Users:


Severity Level	Definition	Response Time
Severity 1	A severity one (1) issue is a catastrophic production problem which may severely impact the client’s production systems, or in which client’s production systems are down or not functioning; loss of production data and no procedural work around exists	[* * *]
Severity 2	A severity two (2) issue is a problem where the client’s system is functioning but in a severely reduced capacity. The situation is causing significant impact to portions of the client’s business operations and productivity. The system is exposed to potential loss or interruption of service.	[* * *]
Severity 3	A severity three (3) issue is a medium-to-low impact problem which involves partial non-critical functionality loss. One which impairs some operations but allows the client to continue to function. This may be a minor issue	[* * *]

Agreement 20100106.054.S.001


	with limited loss or no loss of functionality or impact to the client’s operation and issues in which there is an easy circumvention or avoidance by the end user. This includes documentation errors.
Severity 4	A severity four (4) issue is for a general usage question or recommendation for a future product enhancement or modification. There is no impact on the quality, performance or functionality of the product	[* * *]

Unless otherwise specified, all response times specified above apply only to and occur only during Supplier’s standard support business hours only. Severity 1 errors reported after hours shall be reported by telephone as well as through the web portal.

Supplier will redirect all Services issues not related to the Software back to the appropriate carrier via a warm transfer unless a cold transfer is requested by the Customer.

2.	AT&T is responsible for Tier 1 customer care directly to Customers and End Users. Supplier is responsible for Tire 2 customer care directly to AT&T Support Contacts.

BLANK PAGE

Agreement 20100106.054.S.001

AGREE TO by:


MobileIron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxxxx X. Xxxxxx	By:	/s/ Xxxxxxx Xxxxx

Printed Name:	Xxxxxx X. Xxxxxx	Printed Name:	Xxxxxxx Xxxxx

Title:	CEO	Title:	Senior Contract Manager

Date:	Nov. 8, 2010	Date:	November 9, 2010

/s/ Xxxx Xxxxxxxx

XXXX XXXXXXXX

XX. DIR, BUSINESS DEVELOPMENT

Nov 8, 2010

Amendment 1

20100106.054.S.001.A001 to

Supplement

20100106.054.S.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.S.001.A.001

Amendment 1 to Supplement 1 to AT&T-Mobile Iron Resale Agreement

This Amendment 1 to Supplement 1, effective on the date when signed by the last Party (“Amendment Effective Date”), hereby amends Supplement 1 (Agreement No. 20100106.054.S.001) (the “Supplement”) to AT&T-Mobile Iron Resale Agreement (Agreement No. 20100106.054.C) (the “Agreement”), by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. All capitalized terms not otherwise defined in this amendment shall have the meanings assigned to them in the Supplement or the Agreement.

RECITALS

A.	Supplier and AT&T are Parties to a Resale Agreement (No. 20100106.054.C) effective April 22, 2010 (the “Agreement”) under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

B.	The Parties entered into the Supplement to provide for Supplier’s products sold through AT&T Mobility LLC II or any of its Affiliates pursuant to Orders (“AMA program”).

C.	The Parties wish to amend the Supplement to expand the scope of the Supplement to enable AT&T to resell to Customers the MobileIron Connected Cloud Software as a Service.

THEREFORE, AT&T and Supplier agree as follows:

The following definitions are added to the definitions added to the Agreement under Section 3 of the Supplement:

2.39 “Connected Cloud” means Supplier’s Connected Cloud offerings identified in Appendix A.

2.40 “AT&T Managed Connected Cloud” means a version of the Connected Cloud where AT&T distributes the Connected Cloud under an AT&T Managed MSA and provides tier 1, tier 2 and tier 3 support for the Connected Cloud to the Customer.

2.41 “MSA” means the Master Service Agreement attached as Appendix BB, as it may be modified pursuant to Section 4.18.

2.42 “AT&T Managed MSA” means the Master Service Agreement attached as Appendix CC, as it may be modified pursuant to Section 4.18.

As of the Amendment Effective Date, Appendix A to the Supplement is hereby amended to read as set forth in Appendix A attached hereto.

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As of Amendment Effective Date, Appendix B to the Supplement is hereby amended to read as set forth in Appendix B attached hereto.

Appendix AA is hereby added to the Supplement as attached hereto

Appendix BB is hereby added to the Supplement as attached hereto

Appendix CC is hereby added to the Supplement as attached hereto

The following new section 5(b) shall be added to the Supplement: The following section 4.23 titled Connected Cloud is hereby added to the Agreement to read as follows:

4.23 Connected Cloud

Where AT&T is distributing the Connected Cloud offering, the MSA shall replace the XXXX for purposes of Section 4.18 (with Appendix BB replacing Appendix R-1). Where AT&T is distributing the AT&T Managed Connected Cloud, the AT&T Managed MSA shall replace the XXXX for purposes of Section 4.18 (with Appendix CC replacing Appendix R-1) and AT&T shall be responsible for providing tier 1, tier 2 and tier 3 support to Customer.

The following new section 5(c) shall be added to the Supplement: The following section 4.24 titled Service Level Agreements is hereby added to the Agreement to read as follows:

4.24. Service Level Agreements

Supplier agrees to the following provisions for the benefit of AT&T and its Customers, only with respect to the AT&T Managed Connected Cloud.

I. Service Levels. Subject to the terms herein, Supplier agrees to (a) use commercially reasonable efforts to make the Connected Cloud (excluding the offline Software components) available 24 hours a day, 7 days a week, except for: (i) Supplier shall schedule maintenance according to Appendix AA), or (ii) any unavailability caused by circumstances beyond Supplier’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Supplier employees), or Internet service provider failures or delays.

II. Maintenance Services. Subject to the terms herein, Supplier agrees to provide AT&T’s Customers all updates, upgrades, maintenance releases, bug fixes to the Software, to the extent created and generally released to other Supplier customers whom have purchased a subscription to the Connected Cloud.

III. Issue Reporting. AT&T shall document and report all outages, suspected errors or malfunctions of the Connected Cloud (including Software) to Supplier via e-mail or Supplier’s bug tracking system, and cooperate with Supplier in its bug investigation by phone, email, and through Supplier’s bug tracking system. Supplier will provide AT&T with a trouble ticket

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number that AT&T will use to track the status of any confirmed error or malfunction in the Connected Cloud (i.e. any confirmed failure for the Connected Cloud to meet the Supplier specifications described in the Documentation). Supplier reserves the right to close the trouble ticket without further responsibility if AT&T does not provide appropriate feedback to Supplier [* * *] of receiving a patch or workaround, or if AT&T fails to respond to a request for additional information. Supplier shall issue credentials to select AT&T personnel (as requested by AT&T) that allow those personnel to open trouble tickets. AT&T shall take the appropriate measures to insure that AT&T personnel are properly trained in the Supplier Connected Cloud prior to requesting trouble ticket credentials. Supplier shall have no obligation to respond to requests for support from anyone other than the AT&T personnel that have been issued trouble ticket credentials by Supplier.

IV. Limitations. Supplier shall be responsible only for correcting errors in the Connected Cloud (including Software). Services described herein do not include, and Supplier shall not be responsible for, matters beyond Supplier’s reasonable control, or for any failure due to Customer, Customer Affiliates or Customer Representative (as defined in the MSA) or their respective equipment or hardware or devices or the network, including failures due to (a) abuse or misuse of the Connected Cloud (or any component thereof) or (b) use or maintenance of the Connected Cloud (or any component thereof) in a manner not conforming to the requirements described in the Documentation or in the Agreement, or (c) use of Software (or any component thereof) on unsupported platform, equipment or hardware or devices or (d) modifications or alterations to the Software by Customer or Customer Representatives. Supplier does not monitor and makes no representations or warranties regarding data transmissions over the Internet. Supplier’s obligations stated herein shall apply only to the most current release of the Software and the prior release. If Supplier agrees to remedy any errors or problems not covered by the terms of this SLA, Supplier may perform such work at its then-current standard time and material rates.


AGREE TO by: Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxx Xxxxxxx	By:	/s/ Xxxxxxx Xxxxx

Printed Name:	Xxx Xxxxxxx	Printed Name:	Xxxxxxx Xxxxx

Title:	CFO	Title:	Senior Contract Manager

Date:	June 22, 2011	Date:	June 22, 2011

Agreement 20100106.054.S.001.A.001

Appendix A - Description of Supplier’s Material and/or Services

The Mobile Iron Virtual Smartphone Platform consists of two key components:

A software client that runs on smartphones and smartdevices, and communicates back to the Supplier (VSP) server and consists of three different versions. The subscription service includes a client per device, support and upgrades:

MobileIron Connected Cloud (for supported OS’s)

MobileIron Advanced Management (for supported OS’s)

MobileIron Core Bundle (for supported OS’s)

The MobileIron Smartphone Virtual Appliance plugs into an enterprise network and provides central control and management for enterprise’s supported smartdevices and acts as a proxy between clients and the email infrastructure. MobileIron Sentry Virtual appliance provides tools to gain visibility over devices connecting, to prohibit unauthorized devices from gaining access to ActiveSync, and to block devices that either do not meet requirements or have fallen out of compliance from connecting to corporate e-mail.

Detailed Product Description

MobileIron Connected Cloud is a Mobile Device Management (MDM) solution that is provided as a hosted software service and is available on a subscription basis. The service is comprised of software that is loaded on servers in a secure data center, and maintained by professional IT personnel. The MobileIron Connected Cloud service can be accessed by users via the Internet through the use of a secure web browser.

MobileIron Connected Cloud Subscription clients reside on the mobile device and communicate back to a hosted MobileIron Smartphone Virtual Appliance. The device client is priced on a per device basis and includes tier 2 and tier 3 support.

MobileIron Advanced Management Subscription for supported Operating Systems (OS) provides smartdevice management for data, apps, and access to corporate resources. It allows enterprises to set policies or guidelines governing usage and access. The device client is priced on a per device basis and includes tier 2 and tier 3 support.

The MobileIron Mobile Activity Intelligence for supported OS gathers usage data and provides analysis of voice, data and quality of service for the smartphones under management. The device client is priced on a per device basis and includes tier 2 and tier 3 support.

MobileIron Core Bundle for Enterprise Subscription clients for supported OS includes the Advanced Management functionality and Mobile Activity Intelligence functionality as shown above in items 3 and 4. The device client is priced on a per device basis and includes tier 2 and tier 3 support.

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MobileIron Smartphone Management Virtual Appliance provides mission control for managing supported smartdevices and is where the enterprise administrator has visibility to the smartphone fleet, applies policies and manages the devices. [* * *]

MobileIron Sentry Virtual Appliance is included for managing access and control for ActiveSync connectivity for devices under management. [* * *]

Description¹

MobileIron Connected Cloud Subscription - 12 month term

MobileIron Connected Cloud Subscription - 24 month term

MobileIron Connected Cloud Subscription - 36 month term

MobileIron Advanced Management Subscription - 12 month term

MobileIron Advanced Management Subscription - 24 month term

MobileIron Advanced Management Subscription - 36 month term

MobileIron Mobile Activity Intelligence Subscription - 12 month term

MobileIron Mobile Activity Intelligence Subscription - 24 month term

MobileIron Mobile Activity Intelligence Subscription - 36 month term

MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 12 month term

MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 24 month term

MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 36 month term

MobileIron Other Subscriptions

MobileIron Advanced Management Software License

MobileIron Intelligence Software License

MobileIron Core Bundle Software License (Advanced Management + Intelligence)

MobileIron Other Perpetual Software Licenses

Services and Accessories

MobileIron Smartphone Management Hardware Appliance (includes 2.4 GHz CPU, 16GB RAM, Dual 250GB hard disks)

MobileIron Smartphone Management Virtual Appliance

MobileIron Sentry Hardware Appliance (includes 2.4 GHz CPU, 16GB RAM, Dual 250GB hard disks)

MobileIron Sentry Virtual Appliance

MobileIron Annual Standard Maintenance and Support *

Professional Services (project-specific quote)

Remote Product Technical Training

Standard Enterprise Implementation Services

Advanced Enterprise Implementation Services

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Appendix B is deleted in its entirety and replaced with the following only when dealing with Mobility Orders:

Appendix B - Supplier’s Price(s)


Description		AT &T Cost
MobileIron Connected Cloud Subscription - 12 month term		[* * *]
MobileIron Connected Cloud Subscription - 24 month term		[* * *]
MobileIron Connected Cloud Subscription - 36 month term		[* * *]
MobileIron Advanced Management Subscription - 12 month term		[* * *]
MobileIron Advanced Management Subscription - 24 month term		[* * *]
MobileIron Advanced Management Subscription - 36 month term		[* * *]
MobileIron Mobile Activity Intelligence Subscription - 12 month term		[* * *]
MobileIron Mobile Activity Intelligence Subscription - 24 month term		[* * *]
MobileIron Mobile Activity Intelligence Subscription - 36 month term		[* * *]
MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 12 month term		[* * *]
MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 24 month term		[* * *]
MobileIron Core Bundle Subscription (Advanced Management + Intelligence) - 36 month term		[* * *]
MobileIron Other Subscriptions		[* * *]
MobileIron Advanced Management Software License		[* * *]
MobileIron Intelligence Software License		[* * *]
MobileIron Core Bundle Software License (Advanced Management + Intelligence)		[* * *]
MobileIron Other Perpetual Software Licenses		[* * *]
Services and Accessories		[* * *]
MobileIron Smartphone Management Hardware Appliance (includes 2.4 GHz CPU, 16GB RAM, Dual 250GB hard disks)		[* * *]
MobileIron Smartphone Management Virtual Appliance		[* * *]
MobileIron Sentry Hardware Appliance (includes 2.4 GHz CPU, 16GB RAM, Dual 250GB hard disks)		[* * *]
MobileIron Sentry Virtual Appliance		[* * *]
MobileIron Annual Standard Maintenance and Support *		[* * *]
MobileIron Connected Cloud New Customer Set-up Fee		[* * *]
Professional Services (project-specific quote)		[* * *]
Remote Product Technical Training		[* * *]
Standard Enterprise Implementation Services		[* * *]
Advanced Enterprise Implementation Services		[* * *]

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Notes:

1)	Supplier prices to AT&T will be pro-rated to AT&T based on the actual start and stop date for each Service to each Customer.

2)	* Supplier standard maintenance and support is calculated based upon [* * *] of the then current MSRP for perpetual licenses. Supplier MSRP is found in Supplier published price lists.

3)	MobileIron Connected Cloud Subscriptions shall be offered in no less than [* * *] subscriptions per Customer unless agreed to in writing by both Parties.

Agreement 20100106.054.S.001.A.001

Appendix AA, AT&T Managed Connected Cloud Technical Support, is hereby added to the Supplement as follows:

Appendix AA - AT&T Managed Connected Cloud Technical Support

Purpose:

The following document outlines the technical support escalation and engagement approach to be used between Supplier and AT&T technical resources for the AT&T Managed Connected Cloud. This document outlines the following:

•

Technical Support Summary

•

AT&T and Supplier Expectations

•

How to raise tickets/issues with Supplier Technical Support

•

Lifecycle of a Ticket

•

Ticket Escalation Processes

•

Change Management and Planned Maintenance

•

Outage Notification

•

Test Environment Access

•

Supplier Support SLAs (Severity 1 through Severity 4)

•

System Performance and Availability Monitoring

•

AT&T Technical Support Help Desk Training Overview

•

Tips on Working with Supplier Technical Support

Technical Support Summary:

The technical support delivery model for Supplier and AT&T-led business initiatives is a collaborative effort, where Supplier and AT&T work together to respond to, and address customer needs. Whether these are implementation related questions, or product issues or escalations, Customers often require assistance to help address technical challenges they experience with Supplier.

The collaborative partnership between Supplier and AT&T allows for AT&T to remain the primary resource interacting with the end-customer, but also provides AT&T with expert product guidance and assistance from the Supplier technical support staff where needed.

The following outlines the roles and responsibilities for both AT&T and Supplier, and provides an overview of how the two organizations will work together to resolve customer issues. Supplier and AT&T agree to revisit the overall approach outlined in this document quarterly to ensure that it meets the needs of the business, and that the Service Level Objectives are being met adequately.

Expectations of AT&T:

Given the current go-to-market strategy with AT&T and Supplier’s hosted offering, AT&T will serve as the front-line (aka Tier 1 and Tier 2) support organization for all of AT&T’s direct

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Customers. If there are issues or concerns raised by the Customer, the first response and remediation efforts will come from the AT&T team. In this model, we expect AT&T resources to perform the following:

•

Receive and log initial issues, cases, and concerns from the Customer

•

Perform initial case remediation and troubleshooting steps, including but not limited to:

•

Basic product troubleshooting

•

End-user registration validation

•

Collection of step-by-step details to re-create the issue

•

Attempt to re-create or troubleshoot issues given Customer input

•

Resolution of cases and escalations (if possible) prior to escalation to Supplier

•

Collection of version information, device information, logs or other diagnostic information for escalation to Supplier Support for those cases that cannot be resolved by the partner.

•

Coordinate all communication and correspondence with the end-customer resource

•

Submit formal case(s) via Supplier web portal ticket system, email or phone hotline.

•

Manage information exchange to Supplier support organization for Advanced Tier 3 support cases.

•

Receive AT&T Customer acceptance and close tickets since AT&T owns the Customer relationship.

Expectations of Supplier Support Engineers:

For all issues that are raised to Supplier for assistance, Supplier resources will engage with AT&T resources to resolve the issue as quickly as possible. In this model we expect Supplier support resources to support both operational system uptime and product functionality by performing the following:

•

Provide issue resolution and troubleshooting guidance to AT&T resources

•

Conduct advanced problem investigation, system diagnostics, and log analysis

•

Coordinate escalations to Supplier engineering resources for expert analysis and troubleshooting

•

Provide rapid-response to AT&T resources, including case updates and overall status of issues

•

Share root-cause analysis and case resolution results and explanation details to AT&T to share with end-customer contacts.

Additionally, all customers who purchase technical support from Supplier and AT&T are entitled to receive the following software upgrades and updates per Supplier Support and Maintenance agreement:

•

Software Maintenance, including Software Error Correction and Bug Fixes. Supplier will provide the Customer access to all generally available software updates and software upgrades that are released during the maintenance term free of charge to customer’s purchasing support and maintenance.

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How to raise tickets/issues with Supplier Technical Support:

Self Service Support Portal

•

Supplier web-based support ticket system allows for AT&T resources to submit cases online, track case status, and access Supplier knowledgebase.

•

New case alerts are delivered to the support team and routed according to severity of issue.

•

AT&T can access Supplier support portal at the following URL: xxxxx://xxxxxxx.xxxxxxxxxx.xxx

•

Individual user accounts will be created for all AT&T technical resources who require the ability to search Supplier knowledge base and/or submit new tickets to Supplier system for escalation.

Support Email

•

AT&T may submit tickets directly to a dedicated support email alias created for priority AT&T escalations. The dedicated email alias is [* * *].

•

This email alias is dedicated to AT&T to ensure the cases are routed to the appropriate queues within Supplier for proper follow up.

•

AT&T can either send emails directly to this address, or configure their internal ticket system (Remedy) to notify Supplier via a SMTP message sent to that address if that is their preferred method.

1-877-Number

•

Calls received after hours will be handled by Supplier 24 x 7 tech support team. If they need assistance with an issue, the on-call technical support engineer will be contacted.

•

The following is the information to be submitted by AT&T where applicable when opening a ticket with Supplier.)

•

VSP Version and Fully Qualified Domain Name (FQDN)

•

Sentry version and FQDN

•

Exchange version

•

Device models and operating system

•

Supplier client software version

•

Screenshots of errors or issues

•

Steps taken to create issue

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•

Ticket urgency

•

Description of affected functionality


Web Portal	E-mail Support	Phone Support

xxxx://xxxxxxx.xxxxxxxxxx.xxx • Open cases though MobileIron self-service web portal, including severity • Recommend method for submitting cases	[* * *] • Used for general inquiries and questions • Not recommended for priority cases (web portal or phone recommended) • Issues received by entire MobileIron Support Team	US:0.000.000.0000 • Used for issue reporting and critical assistance • 877 Number Provides Access to Tech Support Specialist Team in US • Call-answering service on standby for call overflow

Lifecycle of a Ticket:

Once a ticket is created, it is managed by Supplier team based on priority/urgency attributed to the ticket. Severity 1 tickets (system outages and other critical escalations) are treated with the highest priority. Supplier SLA is outlined in more detail in the table below.

Additionally, once a ticket is created in Supplier support system, it can be viewed and updated by either the Supplier or AT&T technical team. Once a ticket has been created in Supplier’s technical support system, all email exchanges between Supplier’s technical support and AT&T technical support for that ticket will be tracked via Supplier system. This streamlines the communication approach and ensures all communication and correspondence between Supplier and AT&T is tracked within the ticket history.

An additional benefit of using the Supplier Support portal is getting access to Supplier’s knowledgebase, which contains extensive articles and troubleshooting tips to help accelerate ticket and case resolution times. In many cases, AT&T resources may proactively find solutions to questions or escalations in Supplier knowledgebase without having to engage Supplier technical support resources.

Ticket Escalation Process:

For those tickets that are submitted via the formal process outlined above but are not addressed within the timeframes designated in the matrix below, the AT&T technical support organization may escalate to resources identified in the following table:


Severity	Ticket Escalation Status	Resource and Contact Information
Severity 1 (Critical)	After [* * *]	[* * *]
	After [* * *]	[* * *]
	After [* * *]	[* * *]

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Severity 2 (High)	After [* * *]	[* * *]
	After [* * *]	[* * *]
	After [* * *]	[* * *]
	After [* * *]	[* * *]

AT&T may also escalate any ticket to a higher level of urgency by calling Supplier help desk support line to raise the priority, by emailing xxxxxxx@xxxxxxxxxx.xxx, or by updating the ticket online.

Tickets are naturally escalated after a pre-set amount of time by Supplier ticket system.

•

Urgent Priority tickets are escalated to the attention of the [* * *] within [* * *] if they have not be assigned or responded to.

•

High Priority tickets are escalated to the attention of the [* * *] within [* * *] if they have not be assigned or responded to.

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Change Management and Planned Maintenance

Supplier will periodically upgrade hosted environments in order to provide new functionality associated with new releases or resolve any known issues / bugs. Supplier shall notify AT&T at [* * *] of any planned releases, upgrades or maintenance to the hosted environment. Notification of any planned major releases or new functionality shall be provided at least [* * *] in advance prior to release. The following information shall be provided by Supplier to AT&T prior to release:

•

Release Notes and Documentation (must be provided [* * *] prior to planned release)

•

Training

•

Access to Staging Environment for AT&T Testing Purposes

•

Roll Back Plan

If AT&T has not responded to change management plan within the [* * *] of the notification period, Supplier shall escalate to the points of contact noted below. If Supplier receives no response from AT&T within the [* * *] thereafter, Supplier may proceed with the planned maintenance at the [* * *] with no further notification to AT&T.


Team Name		Contact Details
Mobility Solution Services (MSS) Service Assurance		[* * *]
Director Mobility Solution Services (MSS) Advanced Mobility Support		[* * *]

For any routine planned maintenance that does not include a new release or new functionality (e.g. bug fixes), Supplier shall notify AT&T at least [* * *] in advance of any planned maintenance.

The following information shall be provided by Supplier to AT&T prior to any planned maintenance:

•

Release Notes and Documentation (must be provided [* * *] prior to planned release)

•

Access to Staging Environment for AT&T Testing Purposes

•

Roll Back Plan

If AT&T has not responded to change management plan within the [* * *] notification period, Supplier may proceed with the planned maintenance with no further notification to AT&T.

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AT&T shall be responsible for testing any proposed changes in the staging environment prior to moving into production. AT&T will then coordinate with Supplier to move any changes into production according to the published schedule as well as perform any validation testing and monitor the service after implementation. [* * *]

Maintenance shall be performed during the following defined maintenance windows: mid-night to 3AM Pacific Time.

For emergency maintenance, Supplier shall notify AT&T as soon as possible.

The method of notification should be through the following e-mail distribution list: [* * *] and should include the requested information and appropriate Supplier contacts.

AT&T help desk or service desk will be responsible for notifying AT&T managed customers of any planned maintenance.

Outage Notifications

Supplier shall notify AT&T of any service interruptions within [* * *] of becoming aware of the service impact. Notification should be made via e-mail to the [* * *] distribution list and include the following:

•

Description of the Outage

•

Estimated Time to Repair; if known

•

MobileIron Case Number

•

Outage Bridge Phone Number and Pin; if applicable

Supplier shall [* * *] for any outage lasting longer than [* * *]. AT&T shall optionally participate on any [* * *]. Outage updates shall be made via the e-mail distribution list [* * *] until resolved. The AT&T help desk or service desk will in turn notify its customers of the service interruption.

Supplier shall provide a preliminary root cause analysis of the service interruption within [* * *] of resolution with a final root cause analysis within [* * *] of resolution.

Test Environment Access:

Supplier will provide AT&T with access to a staging area for new product release within [* * *] prior to any official go-live in a production environment. This will allow AT&T support resources to test and become familiar with any new functionality introduced in the new release in advance of their customers accessing the new features.

Supplier will provide AT&T with access to a Staging area for routine maintenance releases [* * *] prior to any official go-live in a production environment. This will allow AT&T support resources to test and become familiar with any new functionality introduced in the new release in advance of their customers accessing the new features.

[* * *]

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Supplier’s Technical Support offering provides the following response times (SLA’s) based on the severity of the submitted issue:

Response Times for Severity 1, Severity 2, Severity 3 and Severity 4 should be according to the table below.


	*[ * ]*	*[ * ]*
[* * *]	[* * *]	[* * *]
[* * *]	[* * *]	[* * *]

[* * *]	[* * *]	[* * *]
[* * *]	[* * *]	[* * *]

[* * *]	[* * *]	[* * *]
[* * *]	[* * *]	[* * *]

[* * *]	[* * *]	[* * *]
[* * *]	[* * *]	[* * *]

**	*Initial Response Time is for Acknowledgement of Issue, Not Necessarily Resolution*

Business hours are 6am to 6pm Pacific Time Monday-Friday; anytime hours are 6pm through 6am Monday through Friday and weekends and holidays

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System Performance and Availability:

Supplier Technical Operations resources will make available performance dashboards, utilities, and system diagnostic tools to provide visibility into the stability and health of the hosted environment.

Supplier will provide AT&T with a customized help-desk dashboard to monitor and troubleshoot all Supplier Connected Cloud customer solutions. AT&T personnel will have a special login to a system monitoring dashboard which will include key health and status information for all their individual customer instances for service and support.

•

The dashboard will provide a single dashboard for all AT&T’s customer instances

•

Each customer instance will be indicated with an overall health status

•

Healthy - Green

•

Warning Yellow

•

Down - Red

•

For each customer instance, AT&T support personnel will be able to drill down to get detailed status information including:

•

Network connectivity to the Connected Cloud:

•

Connection status

•

Latency history

•

Admin URL:

•

Status

•

Latency history

•

SSL Cert:

•

Portal certificate info and expiration alerts

•

Expiration & details

•

Client port (for device management):

•

Port #

•

Connection status

•

Latency history

•

Status URL (system information):

•

Future enhancement to include:

•

Connector status

•

Sentry status

•

Memory utilization - per instance

•

# registered devices

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Appendix BB, MSA, is hereby added to the Supplement as follows:

Appendix BB - MSA

MOBILEIRON CONNECTED CLOUD SOFTWARE AS A SERVICE AGREEMENT

This MobileIron Connected Cloud Software as a Service Agreement (this “Agreement”) is effective as of the date executed by Customer (“Effective Date”), and is made by and between Mobile Iron, Inc., a Delaware corporation having a place of business at 000X Xxxx Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, XX 00000 (“MobileIron”) and , a corporation having a place of business at (“Customer”).

1. Definitions.

“Authorized Reseller” shall mean AT&T Services, Inc. or an affiliate thereof.

“Cloud Services” being sold through its Authorized Reseller to Customer, means the online, web-based applications and platform which is made accessible to Customer by MobileIron via a designated website provided by MobileIron, which offers the MobileIron mobile device management solution on an outsourced basis, and which definition includes the associated offline Software components delivered to Customer by MobileIron hereunder to be used in connection with such services.

“Customer Affiliates” shall mean any entity controlling, controlled by or under common control with Customer.

“Customer Data” shall mean data, information, applications, and any other items originated by Customer that Customer submits to the Cloud Service.

“Customer Representatives” shall mean any employee or contractor of Customer or Customer Affiliates to whom Customer (and/or Customer Affiliates) provides access to the Cloud Services (or any component thereof, including Software) for use on behalf of and for the benefit of the Customer (and/or Customer Affiliates) and for Customer’s (and/or the Customer Affiliates’) internal business purposes, subject to all the terms and conditions of this Agreement.

“Documentation” means the written and/or electronic user documentation pertaining to the use of Cloud Services that is provided by MobileIron either directly or through the Authorized Reseller to Customer.

“Licensed Device Count” shall mean the maximum number of registered devices that Customer may have at anytime that are registered to the Cloud Service; which maximum number shall be based on the subscription fees paid by Customer. For the avoidance of doubt, registered devices are those devices which have loaded device Software and which have been registered to the Cloud Service and which have not been retired (meaning unregistered).

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“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Product Schedule” shall mean an invoice, pricing schedule or other ordering document agreed to between Customer and Authorized Reseller setting forth products, services and licenses (including Licensed Device Count and Subscription Term) agreed upon by Customer and the Authorized Reseller. Multiple Product Schedules may apply to this Agreement, provided that unless expressly stated otherwise in a mutually agreed upon Product Schedule, the terms specified in a Product Schedule shall be relevant only to the specific items listed on the relevant Product Schedule.

“Software” means the object code version of MobileIron’s proprietary computer programs, including collectively and individually the connector software and any other server-side software (e.g. MobileIron Sentry Software or virtual appliance/machine) identified on the Product Schedule (collectively the “Premise Software”), and the device-side software (“Device Software”), each which are delivered to Customer hereunder for use in connection with the Cloud Services, and any Documentation, backup copies and updates, upgrades, maintenance releases, bug fixes to any of the forgoing provided to Customer hereunder.

“Subscription Term” means the term of the subscription specified in the Product Schedule agreed to by Customer and the Authorized Reseller. The Subscription Term shall commence on the “Activation Date” (defined in section 9) and is subject to the termination rights in section 9.

2. Rights of Access and Use. During the Subscription Term, and subject to the terms of this Agreement, MobileIron grants to Customer a non-exclusive right to (a) permit those Customer Representatives authorized by Customer and/or Customer Affiliates to access and use the Cloud Services on Customer’s and/or Customer Affiliates’ behalf, and (b) to install, copy and use Premise Software in connection with Cloud Services in accordance with the Documentation, but solely on systems and hardware owned or controlled or otherwise managed by Customer Representatives on behalf of and for the benefit of Customer and/or Customer Affiliates, (c) to install, copy and use Device Software in connection with Cloud Services in accordance with the Documentation, but solely on mobile devices used by Customer Representatives on behalf of and for the benefit of Customer and/or Customer Affiliates. Notwithstanding anything else herein, the number of devices Customer and/or Customer Representatives may register to the Cloud Services may not exceed the Licensed Device Count.

3. Restrictions. Except as otherwise expressly permitted under this Agreement, Customer agrees that it shall not, nor shall it permit any third party to, (a) use the Cloud Services (or any portion thereof) in excess of or beyond the Subscription Term, Licensed Device Count, and/or other restrictions/limitations described in this Agreement (including the applicable Product Schedule); (b) make the Cloud Services available to anyone other than Customer Representatives, or sell, rent or lease the Cloud Services or use the Cloud Services for the benefit of any third party (other than Customer Affiliates as permitted herein) in a service bureau or outsourcing capacity; (c) use the Cloud Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights; (d) use the Cloud Services to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of the Cloud Services or third-party data

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contained therein; (f) use the Software on equipment or devices which are not specified in the Documentation; (g) modify, create derivative works based upon, reverse engineer or decompile, decrypt, disassemble the Cloud Services (or any portion thereof), except and only to the extent any foregoing restriction is prohibited by applicable law; (h) release, publish, and/or otherwise make available to any third party (other than the Authorized Reseller or Customer Representatives) the results of any performance or functional evaluation of the Cloud Services (including the Software) without the prior written approval of MobileIron; (i) alter or remove any proprietary notices or legends contained on or in the Cloud Services (including the Software); or (j) use the Cloud Services in violation of any relevant laws or regulations. Notwithstanding any of the forgoing restrictions, to the extent Software delivered hereunder includes any open source libraries/components/applications/user interface/utilities (collectively referred to as “Open Source”) and to the extent required by the relevant licensor, such Open Source shall be subject to the relevant Open Source proprietary notices, disclaimers, requirements and/or extended rights which are relevant to the relevant Open Source code. If the Cloud Services makes available cellular tower identification information with associated latitude and longitude location information, Customer agrees that neither it nor its Customer Representative will use such latitude and longitude location information to create a latitude/longitude lookup database for cellular towers. There are no implied licenses granted by MobileIron under this Agreement.

4. Customer Responsibilities. Customer shall (a) be responsible and liable for any action or inaction of Customer Affiliates and Customer Representatives which is in violation of this Agreement, (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which Customer (and Customer Representatives) acquire, upload, transmit and process Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Cloud Services, and notify the Authorized Reseller promptly of any such unauthorized access or use, (d) use the Cloud Services only in accordance with the Documentation and applicable laws and government regulations, and (e) be responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the Cloud Services, including, without limitation, computers, computer operating system and web browser.

5. MobileIron Responsibilities.

Subject to the terms of this Agreement, MobileIron agrees to use commercially reasonable efforts to deliver any training services to be provided by MobileIron and activation services, in each case as outlined/described in the Product Schedule. Subject to the terms of this Agreement, during the Subscription Term, MobileIron will maintain the Cloud Services and provide the support and maintenance services and meet the service levels outlined on Exhibit A attached hereto.

6. Device Count Increases; Reporting; Invoice. If the number of devices that Customer or Customer Representatives have registered to the Cloud Service (“Actual Device Count”) exceeds Customer’s then current Licensed Device Count or if Customer wishes to increase the Licensed Device Count, then Customer shall notify the Authorized Reseller and pay the incremental subscription fees due, and after the relevant payment has been received, the Licensed Device Count shall be amended to reflect this change. Upon written request, Customer will provide the Authorized Reseller a report identifying (i) the Actual Device Count; (ii) the copies of and location of the Premise Software maintained; and (iii) any other information

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reasonably requested by the Authorized Reseller at the time as it relates to the use of the Cloud Service to determine compliance with the terms of this Agreement. The Authorized Reseller may invoice Customer if it learns of any shortfalls, i.e. that the Licensed Device Count is below the Actual Device Count.

7. Indemnity. Subject to the terms herein, MobileIron, at its own expense, shall defend Customer, Customer Affiliates and Customer Representatives, and their respective officers, directors and employees (“Customer Indemnitees”) from any and all third party claims that the use of Cloud Service (including without limitation any Software components) as permitted herein infringes, misappropriates or violates any third party intellectual property or other proprietary right, and MobileIron shall indemnify Customer Indemnitees from any damages awarded against Customer Indemnitees in a resulting judgment or amounts paid to settle such claims, provided that Customer Indemnitees: (a) give MobileIron prompt written notice of any such claim; (b) permit MobileIron to control and direct the defense or settlement of any such claim; and (c) provide MobileIron all reasonable assistance in connection with the defense or settlement of any such claim, at MobileIron’s expense. If such a claim occurs, or in MobileIron’s opinion is reasonably likely to occur, MobileIron, at its expense and at its sole discretion, may: (x) procure the right to allow Customer Indemnitees to continue to use the infringing portions of Cloud Service, or (y) modify or replace the Cloud Service or infringing portions thereof to become non-infringing, or (z) if neither (x) nor (y) is commercially feasible, terminate Customer’s right to use the Cloud Service and refund any prepaid, unused subscription fees paid by Customer for the balance of the Subscription Term. Subject to the terms herein, Customer, at its own expense, shall defend MobileIron and its officers, directors and employees (“MobileIron Indemnitees”) from any and all third party claims that the Customer Data or Customer’s use of the Cloud Services in violation of this Agreement, infringes, misappropriates, or violates the intellectual property or other proprietary rights of a third party or violates applicable law. Customer shall indemnify MobileIron Indemnitees from any damages awarded against MobileIron in a resulting judgment or amounts paid to settle such claims, provided that MobileIron Indemnitees: (a) gives Customer prompt written notice of any such claim; (b) permits Customer to control and direct the defense or settlement of any such claim; and (c) provides Customer all reasonable assistance in connection with the defense or settlement of any such claim, at Customer’s expense. The remedies set forth in this Section constitute the indemnitees’ sole and exclusive remedies, and indemnitor’s entire liability, with respect to claims described in this section.

8. Ownership. The Software is licensed and not sold. As between the parties, MobileIron and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to the Cloud Service and all copies or portions thereof, and any derivative works thereof (by whomever created). All suggestions or feedback provided by Customer (and/or Customer Representatives) to MobileIron or the Authorized Reseller with respect to the Cloud Services shall be MobileIron’s property and deemed Confidential Information of MobileIron, and Customer hereby assigns the same to MobileIron. As between the Parties, Customer exclusively owns all rights, title and interest in and to all Customer Data.

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9. Term; Termination.

a. Term. The term of this Agreement shall commence on the Effective Date and shall continue until all Subscription Terms (including any renewal terms) outlined in any Product Schedule have expired or terminated.

b. Subscription Start Date. The Subscription Term shall commence on the date that MobileIron or the Authorized Reseller delivers to Customer all relevant Access Data (i.e. the connector code and the url and information necessary for Customer to access and use the Cloud Service), such date shall be deemed the “Activation Date.”

c. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such notice period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

d. Return of Materials; Survival. Upon termination of this Agreement, all access, rights and licenses granted to Customer hereunder shall terminate, Customer will cease all use of the Cloud Services, and Customer shall remove all Software from its systems and return to MobileIron, any tangible Confidential Information received. Notwithstanding the forgoing, at Customer’s request, if received within thirty (30) days of termination of the Agreement, (i) MobileIron will permit Customer to access the Cloud Services solely to the extent necessary for Customer to retrieve applications uploaded to Cloud Services by Customer and (ii) MobileIron will make available to Customer for download a file of Customer Data in comma separated value (.csv) format along with attachments in their native format. After such thirty (30) day period, MobileIron shall have no obligation to maintain or provide any of Customer Data and shall thereafter, unless legally prohibited, delete all of Customer Data in MobileIron systems or otherwise in MobileIron’s possession or under MobileIron control. Upon termination or expiration, Sections 1, 3, 4(a), 4(b), 7, 8, 9, 10, 11, 12 and 13 will survive and remain in effect.

10. Confidentiality. “Confidential Information” means any non-public data, information and/or other material regarding the products, software, services, employees, or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided by one party (“Disclosing Party”) to the other party (“Receiving Party”) where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary. Without limiting the foregoing, (a) Customer Data shall be deemed the Confidential Information of Customer, and (b) the Cloud Service and any performance data, benchmark results, and technical information relating thereto, and any MobileIron pricing information Customer receives shall be deemed the Confidential Information of MobileIron. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, (iv) is approved for release by written authorization of the Disclosing Party; (v) is independently developed or created by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure and reasonably cooperates with the Disclosing Party in limiting such disclosure. Except as

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expressly authorized herein, the Receiving Party agrees to: (A) use the Confidential Information of the Disclosing Party only to perform hereunder (including providing the features and services associated with the normal use of the Cloud Service) or to exercise rights granted to it hereunder; (B) treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar Confidential Information, but in no case will the degree of care be less than reasonable care; and (C) disclose the Disclosing Party’s Confidential Information only to those employees and contractors of the Receiving Party who have a need to know such information for the purposes of this Agreement, provided that any such employee or contractor shall be subject to obligations of non-use and confidentiality with respect to such Confidential Information at least as restrictive as the terms of this Agreement, and the Receiving Party shall remain solely liable for any non-compliance of such employee or contractor with the terms of this Agreement.

11. Limited Warranty and Disclaimer.

Warranties. MobileIron warrants to Customer that: (i) the Cloud Services (including the Software) shall perform materially in accordance with the Documentation; and (ii) all services delivered hereunder shall be performed in a manner conforming to generally accepted industry standards and practices for similar services. Customer must notify MobileIron of any warranty deficiencies within thirty (30) days from performance of the relevant service in order to receive any warranty remedy. For any breach of the forgoing warranties, Customer’s exclusive remedy shall be for MobileIron to re-perform such deficient Services, provided that if re-performance in compliance with this warranty is not possible or practical, then Customer shall be entitled to (A) a prorata refund of subscription fees paid for such defective services, and (B) terminate the relevant Subscription Term and obtain a refund of the prepaid, unused subscription fees paid by Customer.

Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not intentionally transmit to the other party or store on the Cloud Services any Malicious Code. If any Malicious Code is transmitted by one party to the other, then such party may remove and return such code to the party which delivered it.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Limitation of Liability. EXCEPT FOR ANY LIABILITY ARISING FROM BREACH OF SECTION 3 (RESTRICTIONS), [* * *] OR ANY INDEMNITY OBLIGATION DESCRIBED HEREIN: (a) IN NO EVENT WILL CUSTOMER OR MOBILEIRON OR MOBILEIRON’S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE CLOUD SERVICES OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY OR MOBILEIRON’S LICENSORS OR SUPPLIERS UNDER THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE LESSER OF $500,000.00 OR THE FEES PAID AND DUE, TO MOBILEIRON (OR ITS AUTHORIZED RESELLER) IN THE PRECEDING TWELVE (12) MONTHS.

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13. General.

a. Language. This Agreement, any disputes hereunder, and all services to be provided hereunder by MobileIron to Customer (if any) shall be conducted and provided in the English language.

b. Third Party Services. From time to time, Cloud Services may provide access to certain third party services (“Third Party Services”) at no additional charge to Customer. Customer’s use and/or access to such Third Party Services shall be limited to those uses and access rights permitted by the third party service providers. If a third party provider terminates access to the Third Party Services, then MobileIron will notify Customer of the same, and access to such services will terminate as of the effective date specified by such third party provider. Within thirty (30) days of the notification by MobileIron of the termination of Third Party Services, the Customer may terminate this Agreement for convenience (effective no earlier than the date the service access rights are terminated). Upon such termination, Customer shall be entitled to receive a pro-rata refund of any prepaid, unused Subscription Fees. MobileIron shall have no liability to Customer in connection with any termination of such Third Party Services or the Customer’s use of the Third Party Services. All warranties associated with such services are only those directly provided by the third party service provider to users of its services.

c. Export. Software and Documentation, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software (including Documentation).

d. U.S. Government End User Purchasers. All components of the Software (including the Documentation) qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, Customer may provide to Government end user or, if this Agreement is direct, Government end user will acquire, the Software (including the Documentation) with only those rights set forth in this Agreement. Use of the Software (including Documentation) constitutes agreement by the Government that the Software (including Documentation) is “commercial computer software” and “commercial computer software documentation,” as relevant, and constitutes acceptance of the rights and restrictions herein.

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Transactions Act (UCITA) and the United Nations Convention on the International Sale of Goods shall not apply. If any portion hereof is found to be invalid, void or unenforceable, such portion shall be enforceable to the maximum extent permissible, and the remaining provisions of the Agreement shall remain in full force and effect.

f. Customer Data; Aggregated Anonymous Statistical Data. Customer Data shall be deemed the Confidential Information of Customer and MobileIron agrees that it shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. MobileIron shall not transfer, disclose or access Customer Data, except (i) as compelled by law or (ii) as expressly permitted herein or by Customer or (iii) to implement and deliver the features and services associated with the normal use of the Cloud Services and/or to perform its obligations hereunder, including support, or (iv) to help Customer prevent or address service or technical problems. MobileIron (and/or its contractors) may collect aggregated, anonymous, statistical data and information about devices and usage activity provided such data and information does NOT contain any information specifically identifiable to any individual or Customer (“Aggregated Anonymous Data”), and MobileIron (and/or its contractors) may use, store, analyze, and disclose such Aggregate Anonymous Data. For clarity, Aggregate Anonymous Data shall only include aggregated data or information which is specifically NOT identifiable to any individual or Customer. Aggregate Anonymous Data shall be owned by MobileIron.

g. Entire Agreement; Modifications. This agreement includes the terms herein and the attached exhibits and any terms incorporated herein by reference and constitutes the entire agreement between the parties with respect to the Cloud Services. Except as expressly provided herein, this Agreement supersedes and cancels all previous written and previous or contemporaneous oral communications, proposals, representations, and agreements relating the subject matter contained herein. This Agreement prevails over any pre-printed terms or other conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by Customer, even if signed and returned. Additionally, this Agreement supersedes and cancels any “click wrap” or “click accept” agreement which is available in connection with accessing Cloud Services or otherwise incorporated into Software. Except as expressly provided herein, this Agreement may be amended, or any term or condition set forth herein waived, only by a writing executed by both parties.

h. Illegality. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, that provision shall be modified, limited or eliminated to the minimum extent necessary and such declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect.

i. Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

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its delegates’ actions or inactions in violation of this Agreement. All validly assigned rights and obligations of the parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns.

k. Legal Fees. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.

1. Notice. Any and all notices or other information to be given by one of the parties to the other shall be deemed sufficiently given when sent by certified mail (receipt requested), or by courier, or by hand delivery to the other party to the address set forth in the first paragraph of this Agreement or other such address provided by the parties from time to time. Such notices shall be deemed to have been effective on the first business day following the day of such delivery.

m. Equitable Relief. The parties agree that a material breach of this Agreement adversely affecting MobileIron’s or its licensors’ intellectual property rights in Cloud Services or either party’s Confidential Information may cause irreparable injury to such party for which monetary damages would not be an adequate remedy and the non-breaching party shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.

n. Basis of the Bargain. Customer acknowledges and agrees that MobileIron has entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.

[Either the following Signature Block or online click through acceptance]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. MOBILE IRON, INC., a Delaware Corporation, [Customer Formal Company Name], a corporation


By				By


Signature				Signature


Name (Print)				Name (Print)


Title				Title

000X Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxx, XX 00000

Address (principal place of business)				Address (principal place of business)

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EXHIBIT A

Maintenance, Support, and Service Levels (“SLA”)

I. Service Levels. Subject to the terms herein, MobileIron agrees to (a) use commercially reasonable efforts to make the Cloud Services (excluding the offline Software components) available 24 hours a day, 7 days a week, except for: (i) planned downtime (which MobileIron shall schedule to the extent practicable weekdays 9 pm to 12 am Pacific time or on weekends), or (ii) any unavailability caused by circumstances beyond MobileIron’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving MobileIron employees), or Internet service provider failures or delays.

II. Standard Support and Maintenance Services. Subject to the terms herein, MobileIron agrees to provide the following “Support and Maintenance” services:

Software Maintenance. MobileIron will provide the Customer all updates, upgrades, maintenance releases, bug fixes to the Software, to the extent created and generally released to other MobileIron customers who have purchased a subscription to Cloud Services.

Telephone Support. MobileIron will provide Customer telephone support services during MobileIron’s normal support hours, defined as 6:00 am through 6:00 pm Pacific time, Monday-Friday (excluding holidays and weekends).

World Wide Web Based Support. MobileIron will provide the Customer world wide web based support.

III. Issue Reporting. Customer shall document and report all outages, suspected errors or malfunctions of the Cloud Service (including Software) to MobileIron via email or MobileIron’s bug tracking system, and cooperate with MobileIron in its bug investigation by phone, email, and through MobileIron’s bug tracking system. MobileIron will provide Customer with a trouble ticket number that Customer will use to track the status of any confirmed error or malfunction in the Cloud Services (i.e. any confirmed failure for the Cloud Service to meet the MobileIron specifications described in the Documentation) (“Confirmed Error”). MobileIron reserves the right to close the trouble ticket without further responsibility if Customer does not provide appropriate feedback to MobileIron within thirty (30) days of receiving a patch or workaround, or if Customer fails to respond to a request for additional information. Customer shall name up to two (2) designated contacts (“Designated Contacts”) who shall be trained in the use of the Cloud Service and MobileIron shall have no obligation to respond to requests for support from anyone other than the Designated Contacts.

IV. Limitations. MobileIron shall be responsible only for correcting errors in the Cloud Services (including Software). Services described herein do not include, and MobileIron shall not be responsible for, matters beyond MobileIron’s reasonable control, or for any failure due to Customer, Customer Affiliates or Customer Representative or their respective equipment or hardware or devices or the network, including failures due to (a) abuse or misuse of Cloud Services (or any component thereof) or (b) use or maintenance of the Cloud Services (or any component thereof) in a manner not conforming to the requirements described in the Documentation or in the Agreement, or (c) use of Software (or any component thereof) on

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unsupported platform, equipment or hardware or devices or (d) modifications or alterations to the Software by Customer or Customer Representatives. MobileIron does not monitor and makes no representations or warranties regarding data transmissions over the Internet. MobileIron’s obligations stated herein shall apply only to the most current release of the Software and the prior release. If MobileIron agrees to remedy any errors or problems not covered by the terms of this SLA, MobileIron may perform such work at its then-current standard time and material rates.

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Appendix CC, AT&T Managed MSA, is hereby added to the Supplement as follows:

Appendix CC - AT&T Managed MSA

MOBILEIRON CONNECTED CLOUD SOFTWARE AS A SERVICE AGREEMENT

2. Definitions.

“Authorized Reseller” shall mean AT&T Services, Inc. or an affiliate thereof.

“Customer Affiliates” shall mean any entity controlling, controlled by or under common control with Customer.

“Customer Data” shall mean data, information, applications, and any other items originated by Customer that Customer submits to the Cloud Service.

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“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

2. Rights of Access and Use. During the Subscription Term, and subject to the terms of this Agreement, MobileIron grants to Customer a non-exclusive right to (a) permit those Customer Representatives authorized by Customer and/or Customer Affiliates to access and use the Cloud Services on Customer’s and/or Customer Affiliates’ behalf; and (b) to install, copy and use Premise Software in connection with Cloud Services in accordance with the Documentation, but solely on systems and hardware owned or controlled or otherwise managed by Customer Representatives on behalf of and for the benefit of Customer and/or Customer Affiliates, (c) to install, copy and use Device Software in connection with Cloud Services in accordance with the Documentation , but solely on mobile devices used by Customer Representatives on behalf of and for the benefit of Customer and/or Customer Affiliates. Notwithstanding anything else herein, the number of devices Customer and/or Customer Representatives may register to the Cloud Services may not exceed the Licensed Device Count.

3. Restrictions. Except as otherwise expressly permitted under this Agreement, Customer agrees that it shall not, nor shall it permit any third party to, (a) use the Cloud Services (or any portion thereof) in excess of or beyond the Subscription Term, Licensed Device Count, and/or other restrictions/limitations described in this Agreement (including the applicable Product Schedule); (b) make the Cloud Services available to anyone other than Customer Representatives, or sell, rent or lease the Cloud Services or use the Cloud Services for the benefit of any third party (other than Customer Affiliates as permitted herein) in a service bureau or outsourcing capacity; (c) use the Cloud Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights; (d) use the Cloud Services to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of the Cloud Services or third-party data

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contained therein; (f) use the Software on equipment or devices which are not specified in the Documentation; (g) modify, create derivative works based upon, reverse engineer or decompile, decrypt, disassemble the Cloud Services (or any portion thereof), except and only to the extent any foregoing restriction is prohibited by applicable law; (h) release, publish, and/or otherwise make available to any third party (other than the Authorized Reseller or Customer Representatives) the results of any performance or functional evaluation of the Cloud Services (including the Software) without the prior written approval of MobileIron; (1) alter or remove any proprietary notices or legends contained on or in the Cloud Services (including the Software); or (j) use the Cloud Services in violation of any relevant laws or regulations. Notwithstanding any of the forgoing restrictions, to the extent Software delivered hereunder includes any open source libraries/components/applications/user interface/utilities (collectively referred to as “Open Source”) and to the extent required by the relevant licensor, such Open Source shall be subject to the relevant Open Source proprietary notices, disclaimers, requirements and/or extended rights which are relevant to the relevant Open Source code. If the Cloud Services makes available cellular tower identification information with associated latitude and longitude location information, Customer agrees that neither it nor its Customer Representative will use such latitude and longitude location information to create a latitude/longitude lookup database for cellular towers. There are no implied licenses granted by MobileIron under this Agreement.

5. MobileIron Responsibilities.

Subject to the terms of this Agreement, during the Subscription Term, MobileIron will activate and maintain the Cloud Services and provide the maintenance services outlined on Exhibit A attached hereto.

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7. Indemnity. Subject to the terms herein, MobileIron, at its own expense, shall defend Customer, Customer Affiliates and Customer Representatives, and their respective officers, directors and employees (“Customer Indemnitees”) from any and all third party claims that the use of Cloud Service (including without limitation any Software components) as permitted herein infringes, misappropriates or violates any third party intellectual property or other proprietary right, and MobileIron shall indemnify Customer Indemnitees from any damages awarded against Customer Indemnitees in a resulting judgment or amounts paid to settle such claims, provided that Customer Indemnitees: (a) give MobileIron prompt written notice of any such claim; (b) permit MobileIron to control and direct the defense or settlement of any such claim; and (c) provide MobileIron all reasonable assistance in connection with the defense or settlement of any such claim, at MobileIron’s expense. If such a claim occurs, or in MobileIron’s opinion is reasonably likely to occur, MobileIron, at its expense and at its sole discretion, may: (x) procure the right to allow Customer Indemnitees to continue to use the infringing portions of Cloud Service, or (y) modify or replace the Cloud Service or infringing portions thereof to become non-infringing, or (z) if neither (x) nor (y) is commercially feasible, terminate Customer’s right to use the Cloud Service and refund any prepaid, unused subscription fees paid by Customer for the balance of the Subscription Term. Subject to the terms herein, Customer, at its own expense, shall defend MobileIron and its officers, directors and employees (“MobileIron Indemnitees”) from any and all third party claims that the Customer Data or Customer’s use of the Cloud Services in violation of this Agreement, infringes, misappropriates, or violates the intellectual property or other proprietary rights of a third party or violates applicable law. Customer shall indemnify MobileIron Indemnitees from any damages awarded against MobileIron in a resulting judgment or amounts paid to settle such claims, provided that MobileIron Indemnitees: (a) gives Customer prompt written notice of any such claim; (b) permits Customer to control and direct the defense or settlement of any such claim; and (c) provides Customer all reasonable assistance in connection with the defense or settlement of any such claim, at Customer’s expense. The remedies set forth in this Section constitute the indemnitees’ sole and exclusive remedies, and indemnitor’s entire liability, with respect to claims described in this section.

12. Term; Termination.

Agreement 20100106.054.S.001.A.001

d. Return of Materials; Survival. Upon termination of this Agreement, all access, rights and licenses granted to Customer hereunder shall terminate, Customer will cease all use of the Cloud Services, and Customer shall remove all Software from its systems and return to MobileIron, any tangible Confidential Information received. Notwithstanding the forgoing, at Customer’s request, if received within thirty (30) days of termination of the Agreement, (i) MobileIron will permit Customer to access the Cloud Services solely to the extent necessary for Customer to retrieve applications uploaded to Cloud Services by Customer and (ii) MobileIron will make available to Customer for download a file of Customer Data in comma separated value (.csv) format along with attachments in their native format. After such thirty (30) day period, MobileIron shall have no obligation to maintain or provide any of Customer Data and shall thereafter, unless legally prohibited, delete all of Customer Data in MobileIron systems or otherwise in MobileIron’s possession or under MobileIron control. Upon termination or expiration, Sections I, 3, 4(a), 4(b), 7, 8, 9, 10, 11, 12 and 13 will survive and remain in effect.

13. Confidentiality. “Confidential Information” means any non-public data, information and/or other material regarding the products, software, services, employees, or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided by one party (“Disclosing Party”) to the other party (“Receiving Party”) where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary. Without limiting the foregoing, (a) Customer Data shall be deemed the Confidential Information of Customer, and (b) the Cloud Service and any performance data, benchmark results, and technical information relating thereto, and any MobileIron pricing information Customer receives shall be deemed the Confidential Information of MobileIron. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, (iv) is approved for release by written authorization of the Disclosing Party; (v) is independently developed or created by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure and reasonably cooperates with the Disclosing Party in limiting such disclosure. Except as expressly authorized herein, the Receiving Party agrees to: (A) use the Confidential Information of the Disclosing Party only to perform hereunder (including providing the features and services associated with the normal use of the Cloud Service) or to exercise rights granted to it hereunder;

Agreement 20100106.054.S.001.A.001

(B) treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar Confidential Information, but in no case will the degree of care be less than reasonable care; and (C) disclose the Disclosing Party’s Confidential Information only to those employees and contractors of the Receiving Party who have a need to know such information for the purposes of this Agreement, provided that any such employee or contractor shall be subject to obligations of non-use and confidentiality with respect to such Confidential Information at least as restrictive as the terms of this Agreement, and the Receiving Party shall remain solely liable for any non-compliance of such employee or contractor with the terms of this Agreement.

14. Limited Warranty and Disclaimer.

12. Limitation of Liability. EXCEPT FOR ANY LIABILITY ARISING FROM BREACH OF SECTION 3 (RESTRICTIONS), [* * *] OR ANY INDEMNITY OBLIGATION DESCRIBED HEREIN: (a) IN NO EVENT WILL CUSTOMER OR MOBILEIRON OR MOBILEIRON’S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE CLOUD SERVICES OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY OR MOBILEIRON’S LICENSORS OR SUPPLIERS UNDER THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE LESSER OF $500,000.00 OR THE FEES PAID AND DUE TO MOBILEIRON (OR ITS AUTHORIZED RESELLER) IN THE PRECEDING TWELVE (12) MONTHS.

Agreement 20100106.054.S.001.A.001

13. General.

a. Language. This Agreement, any disputes hereunder, and all services to be provided hereunder by MobileIron to Customer (if any) shall be conducted and provided in the English language.

e. Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to or application of choice of law rules or principles. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Santa Xxxxx County, California; Customer hereby agrees to service of process in accordance with the rules of such courts. Notwithstanding any choice of law provision or otherwise, the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on the international Sale of Goods shall not apply. If any portion hereof is found to be invalid, void or unenforceable, such portion shall be enforceable to the maximum extent permissible, and the remaining provisions of the Agreement shall remain in full force and effect.

Agreement 20100106.054.S.001.A.001

f. Customer Data; Aggregated Anonymous Statistical Data. Customer Data shall be deemed the Confidential Information of Customer and MobileIron agrees that it shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. MobileIron shall not transfer, disclose or access Customer Data., except (i) as compelled by law or (ii) as expressly permitted herein or by Customer or (iii) to implement and deliver the features and services associated with the normal use of the Cloud Services and/or to perform its obligations hereunder, including support, or (iv) to help Customer prevent or address service or technical problems. MobileIron (and/or its contractors) may collect aggregated, anonymous, statistical data and information about devices and usage activity provided such data and information does NOT contain any information specifically identifiable to any individual or Customer (“Aggregated Anonymous Data”), and MobileIron (and/or its contractors) may use, store, analyze, and disclose such Aggregate Anonymous Data. For clarity, Aggregate Anonymous Data shall only include aggregated data or information which is specifically NOT identifiable to any individual or Customer. Aggregate Anonymous Data shall be owned by MobileIron.

Agreement 20100106.054.S.001.A.001

j. Assignment. This Agreement may not be assigned or transferred without the other party’s prior written consent, provided each party expressly reserves the right to assign this Agreement to a successor in interest of all or substantially all of its business or assets. Any action or conduct in violation of the foregoing shall be void and without effect. MobileIron may delegate any of its obligations hereunder, provided it shall remain fully liable and responsible for its delegates’ actions or inactions in violation of this Agreement. All validly assigned rights and obligations of the parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns.

k. Legal Fees. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.

l. Notice. Any and all notices or other information to be given by one of the parties to the other shall be deemed sufficiently given when sent by certified mail (receipt requested), or by courier, or by hand delivery to the other party to the address set forth in the first paragraph of this Agreement or other such address provided by the parties from time to time. Such notices shall be deemed to have been effective on the first business day following the day of such delivery.

Agreement 20100106.054.S.001.A.001

[Either the following Signature Block or online click through acceptance]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. MOBILE IRON, INC., a Delaware Corporation, [Customer Formal Company Name], a corporation


By				By


Signature				Signature


Name (Print)				Name (Print)


Title				Title

000X Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxx, XX 00000

Address (principal place of business)				Address (principal place of business)

Agreement 20100106.054.S.001.A.001

EXHIBIT A

Maintenance

II. Maintenance Services.

Subject to the terms herein, MobileIron agrees to provide Customer all updates, upgrades, maintenance releases, bug fixes to the Software, to the extent created and generally released to other MobileIron customers who have purchased a subscription to Cloud Services.

III. Limitations. MobileIron shall be responsible only for correcting errors in the Cloud Services (including Software). Services described herein do not include, and MobileIron shall not be responsible for, matters beyond MobileIron’s reasonable control, or for any failure due to Customer, Customer Affiliates or Customer Representative or their respective equipment or hardware or devices or the network, including failures due to (a) abuse or misuse of Cloud Services (or any component thereof) or (b) use or maintenance of the Cloud Services (or any component thereof) in a manner not conforming to the requirements described in the Documentation or in the Agreement, or (c) use of Software (or any component thereof) on unsupported platform, equipment or hardware or devices or (d) modifications or alterations to the Software by Customer or Customer Representatives. MobileIron does not monitor and makes no representations or warranties regarding data transmissions over the Internet. MobileIron’s obligations stated herein shall apply only to the most current release of the Software and the prior release. If MobileIron agrees to remedy any errors or problems not covered by the terms of this SLA, MobileIron may perform such work at its then-current standard time and material rates.

BLANK PAGE

Amendment 2

20100106.054.S.001.A002 to

Supplement

20100106.054.S.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.S.001.A.002

Amendment 2 to Supplement 1 to AT&T-Mobile Iron Resale Agreement

This Amendment 2 to Supplement 1, effective on the date when signed by the last Party (“Amendment Effective Date”), hereby amends Supplement 1 (Agreement No. 20100106.054.S.001) (the “Supplement”) to AT&T-Mobile Iron Resale Agreement (Agreement No. 20100106.054.C) (the “Agreement”), by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. All capitalized terms not otherwise defined in this amendment shall have the meanings assigned to them in the Supplement or the Agreement.

RECITALS

A.	Supplier and AT&T are Parties to a Resale Agreement (No. 20100106.054.C) effective April 22, 2010 (the “Agreement”) under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

B.	The Parties entered into the Supplement to provide for Supplier’s products sold through AT&T Mobility LLC II or any of its Affiliates pursuant to Orders (“AMA program”).

THEREFORE, AT&T and Supplier agree as follows:

1.	Section 4.18, Supplier’s XXXX, Materials Warranty, and Maintenance Agreement, shall be deleted and replaced as follows:

4.18

Supplier’s XXXX, Materials Warranty, and Maintenance Agreement

Agreement 20100106.054.S.001.A.002

To read the XXXX prior to opening the Software package (if shipped) or accepting electronic delivery of the Software.

That the breaking of the seal of the software package or acceptance of electronically delivered software constitutes agreement with and acceptance of the terms and conditions of the XXXX.

e.	Supplier shall indemnify, hold harmless, and defend AT&T and other indemnified parties harmless from and against Loss in connection with, arising out of, or resulting from any Claim, as provided in the Sections entitled “Indemnity” and “Infringement”.

f.	AT&T agrees to promptly notify Supplier of any Claim and cooperate with Supplier, upon request and at Supplier’s expense, as provided in the Section entitled “Indemnity”.

Supplier acknowledges and agrees that certain of AT&T’s Customers that are State, Federal, local and municipal agencies, departments, political subdivisions and related entities or WSCA Customers purchasing pursuant to government contracts (collectively, “Government Customers”) require certain different treatment with respect to the issues dealt with in this Section. Supplier hereby agrees that the terms and conditions in this sub-section (g) apply to such Government Customers, and that all of this Section continues to apply to such Government Customers except as expressly modified by this sub-section (g). Specifically, Supplier acknowledges that certain Government Customers insist on contracting directly and solely with AT&T, and may refuse to enter into contracts with Supplier or otherwise deal directly with Supplier for Tier I support and maintenance. In order to have such Government Customers agree to the XXXX, Supplier hereby agrees that AT&T may take any of the following actions with respect to the XXXX when responding to a request for proposal or request for information or otherwise contracting with Government Customers:

have the Government Customer accept Supplier’s XXXX through the web link referenced in sub-section (a) above, or Supplier’s other, standard acceptance methods in place at that time;

ii.

have the Government Customer agree to a version of Supplier’s XXXX, a true and correct copy of which is attached hereto in Appendix R-1;

Agreement 20100106.054.S.001.A.002

iii.

in the event that neither sub-section (g)(i) nor sub-section (g)(ii) is acceptable to the Government Customer, have the Government Customer agree to a sub-license of the XXXX from AT&T; or

iv.

(For clarity, in sub-sections (g)(i) and (ii), the Government Customer will be agreeing to the terms of the XXXX directly with Supplier, and AT&T will not be a party to that XXXX.)

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

Original signature transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., .pdf or similar format) are true and valid signatures for all purposes

Agreement 20100106.054.S.001.A.002

hereunder and shall bind the Parties to the same extent as that of an original signature. This Amendment may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxxxx X. Xxxxxx	By:	/s/ Xxxxxxx Xxxxx

Printed Name:	Xxxxxx X. Xxxxxx	Printed Name:	Xxxxxxx Xxxxx

Title:	CEO	Title:	Senior Contract Manager

Date:	Aug. 18, 2011	Date:	August 16, 2011

BLANK PAGE

Amendment 3

20100106.054.S.001.A003 to

Supplement

20100106.054.S.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.S.001.A.003

Amendment 3 to Supplement 1 to AT&T-Mobile Iron Resale Agreement

This Amendment 3 to Supplement 1, effective on the date when signed by the last Party (“Amendment Effective Date”), hereby amends Supplement 1 (Agreement No. 20100106.054.S.001) (the “Supplement”) to AT&T-Mobile Iron Resale Agreement effective April 22, 2010, as previously amended (Agreement No. 20100106.054.C) (the “Agreement”), by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. All capitalized terms not otherwise defined in this amendment shall have the meanings assigned to them in the Supplement or the Agreement.

RECITALS

A.	Supplier and AT&T are Parties to the Agreement under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

B.	The Parties entered into the Supplement to provide for certain Supplier’s products to be sold to Customers through AT&T Mobility LLC II or any of its Affiliates pursuant to Orders (“AMA program”).

C.	The Parties wish to amend the Supplement to expand the scope of the Supplement to enable AT&T to sell to Customers MobileIron VSP from AT&T - Managed Hosted MDM Solution through the AMA program.

THEREFORE, AT&T and Supplier agree as follows:

1.	Section 1.2.a shall be deleted and replaced as follows:

Subject to the terms and conditions of this Agreement and in conformance with Orders submitted by AT&T, Supplier shall: provide to AT&T (i) the Material and Services for resale and distribution and (ii) with respect to the Solution (as defined below), a license (as provided in Section 4.26 below) to Supplier’s rights in the Material and Services sufficient to enable AT&T to host, market, [* * *], manage, support, distribute, resell and/or sublicense the Material to Customers in connection with the provision of the Solution and associated Services; in either case only on behalf of and to Customers in the United States of America (“Territory”) (subject to Customers’ written acceptance of the Supplier’s End User License Agreement, setting forth the warranties associated with the Material). Where agreed pursuant to Section 4.17, as a subcontractor to AT&T, Supplier shall provide Services (other than Maintenance Services) described in a Statement of Work for Subcontracted Services, for the benefit of Customers in the Territory. All sales of Material and Services to AT&T for resale, provision of Services to AT&T, licenses of Materials to AT&T for the Solution, and authorization to distribute licensed Material and Supplier’s XXXX, warranty, and maintenance agreements, shall be subject to the terms and conditions of /his Agreement and shall be done pursuant to and in conformance with Orders submitted by AT&T. Prices to AT&T are the prices listed in Appendix B, if any,

Agreement 20100106.054.S.001.A.003

minus the appropriate discount, as shown in Appendix B1, if any, or prices established pursuant to firm prices to AT&T which are quoted to AT&T by Supplier in writing in response to requests for pricing for such Material and Services or in connection with a Statement of Work attached to or set forth in an Order, whichever is relevant.

2.	Section 2.19, Material, shall be deleted and replaced as follows:

2.19 Material

“Material” means the products and equipment listed in Appendix A which may be ordered hereunder, including apparatus, components, tools, supplies, Documentation, and hardware which may include system programs (such as operating systems, compilers and utilities that interact with and manage the Material) associated with such Material (sometimes referred to as firmware), or Software, purchased or licensed hereunder by AT&T from Supplier and includes third party material provided or furnished by Supplier under an accepted Order. Material shall be deemed to include any replacement parts which are provided or finished by Supplier to AT&T under an accepted Order.

Without limiting the foregoing, “Material” includes a unit of Supplier’s commercial Software and related user documentation described and identified in Appendix A and any monitoring tools or third party material incorporated or included therein. Material also includes Supplier Ancillary Materials, unless otherwise specified herein.

3.	Section 2.43, Supplier Ancillary Materials, shall be added as follows:

2.43. Supplier Ancillary Materials

“Supplier Ancillary Materials” means the software, tools, documentation, and technology that Supplier owns or has the right to license listed in Appendix FF, together with associated know-how, inventions and any other intellectual property rights, which Supplier uses to deliver services in connection with the Solution to its customers including, but not limited to, hosting, [* * *], management, monitoring, training, and related support services, and any improvements, modifications or derivatives of all of the foregoing, but excludes Supplier’s commercially available Material and related user documentation. If Supplier identifies any such software, tools, documentation, or technology that Supplier uses to deliver services in connection with the Solution to Supplier’s customers, but Supplier does not own or have a right to license, then Supplier shall promptly notify AT&T in writing. For the avoidance of doubt, “Supplier Ancillary Materials” includes Supplier’s current knowledge base and additional knowledge that Supplier may develop throughout the term of the Agreement for trouble ticket resolution, known issues list and any work-arounds. [* * *]

4.	Section 2.44, MobileIron VSP from AT&T - Managed Hosted MDM Solution, shall be added as follows:

2.44

“MobileIron VSP from AT&T - Managed Hosted MDM Solution”

“MobileIron VSP from AT&T - Managed Hosted MDM Solution” (hereinafter, the “Solution”) generally means an overall solution offered by AT&T to Customers, in which AT&T i) distributes some or all of the Material to Customers, ii) hosts and/or manages the Material provided as part of the Solution, iii) provides installation, configuration and training services, and iv) provides tier 1, tier 2 and tier 3 support for the Solution.

Agreement 20100106.054.S.001.A.003

[* * *]

6.	Section 4.24, Set-vice Level Agreements, shall hereby be renamed Service Level Agreements for Connected Cloud. Text in the section shall remain unchanged.

7.	Section 4.25, Service Level Agreements for the Solution, is hereby added as follows:

4.25. Service Level Agreements for the Solution

I. Service Levels. Supplier shall provide AT&T the service levels for Supplier’s technical support for the Solution set forth in Appendix DD to this Agreement.

II. Maintenance Services. Subject to the terms herein, Supplier agrees to provide AT&T free of charge, for provision to AT&T’s Customers as part of the Solution, all updates, upgrades, maintenance releases, bug fixes to the Software, to the extent created and generally released to other Supplier customers. Supplier further agrees to provide AT&T the maintenance services specified in Appendix DD.

III. Issue Reporting.

As further detailed in Appendix DD, AT&T may report outages, suspected errors or malfunctions of the Solution to Supplier via e-mail or Supplier’s bug tracking system, and cooperate with Supplier in its bug investigation by phone, email, and through Supplier’s bug tracking system. Supplier will provide AT&T with a trouble ticket number that AT&T will use to track the status of any error or malfunction in the Solution. Supplier shall issue credentials to select AT&T personnel (as requested by AT&T) that allow those personnel to open trouble tickets. AT&T shall take the appropriate measures to insure that AT&T personnel are trained in the Solution prior to requesting trouble ticket credentials.

8.	Section 4.26, Grant of Rights, is hereby added as follows:

4.26 Grant of Rights

Subject to the terms and conditions of this Agreement, Supplier hereby grants to AT&T a worldwide non-exclusive, non-sublicensable (except to Customers as provided below or to AT&T Subcontractors as provided below), nontransferable (except as set forth in this Agreement), fully paid up and royalty free (except subject to payment, for each Customer, of the amounts specified in Appendix B of this Agreement) right, during the term of this Agreement, as reasonably necessary in connection with providing the Solution to Customers [* * *], to use, install, configure, support, and display, and to exercise other rights (i) with regard to the Material as follows: (a) distribute, resell and sublicense the Material, as provided herein, to Customers who have entered into the XXXX; (b) make and use (and to permit AT&T Subcontractors (as defined below) to make and use) an unlimited number of copies to provide associated services to Customers of the Solution; (c) configure and/or modify, and to permit AT&T subcontractors listed

Agreement 20100106.054.S.001.A.003

on Appendix EE or approved in writing by Supplier, which approval shall not be unreasonably withheld (“AT&T Subcontractors”), to do the same; and (d) use (and to permit AT&T Subcontractors to use) to support development, hosting, testing and laboratory use of the Material; and (ii) with regard to the Supplier Ancillary Materials, the rights to reproduce and use in connection with all of the aforementioned activities, and to permit AT&T Subcontractors to do the same. The foregoing license includes the rights to use and copy the Material and modify the Material (other than Materials that are Software) to create, modify and distribute documentation (e.g., training, support, and the like) for internal use or by Customers, and to permit AT&T Subcontractors to do the same. The foregoing license also includes the right to conduct free demonstrations and trials (not to exceed [* * *] without Supplier’s approval) of the Solution, and to permit AT&T Subcontractors to do so, at no cost to AT&T provided that a trial Customer enters into a XXXX. For the avoidance of doubt, a ‘trial” may include, without limitation, the temporary delivery of Material to Customers and their end-users for demonstration, testing or trial. [* * *] AT&T shall require its Subcontractors to comply with all of the applicable restrictions on use of the Material. No licenses are granted by Supplier except as expressly set forth herein, whether by implication, estoppel, or otherwise.

9.	Section 4.27, Additional License Terms, is hereby added as follows:

4.27 Additional License Terms

The following additional terms apply with respect to Materials and Supplier Ancillary Materials licensed pursuant to Section 4.26 (collectively, “Licensed Materials”):

All Licensed Materials shall be the Information of Supplier under Section 3.17 of the Agreement. The reservation of rights and the restrictions contained in section 3.33.B applicable to Standard Software shall also apply to Supplier Ancillary Materials. If the Licensed Materials make available cellular tower identification information with associate latitude and longitude location information, AT&T agrees that it will not use such latitude and longitude location information to create a latitude/longitude lookup database for cellular towers.

SOLELY WITH RESPECT TO SUPPLIER’S LICENSORS, EXCEPT FOR THOSE WARRANTIES WHICH MAY BE EXPRESSLY PASSED THROUGH TO AT&T, SUPPLIER’S LICENSORS MADE NO WARRANTY TO AT&T IN CONNECTION WITH THE LICENSED MATERIALS, AND HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. IN NO EVENT SHALL SUPPLIER’S LICENSORS BE LIABLE TO AT&T FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE LICENSED MATERIALS. THIS IS IN NO WAY INTENDED TO DILUTE SUPPLIER’S WARRANTIES OR LIABILITY TO AT&T.

Agreement 20100106.054.S.001.A.003

AT&T acknowledges and consents to the following, notwithstanding anything else in the Agreement: in order to perform to its specifications, the Licensed Materials regularly communicate with Supplier hardware/software/servers during the normal course of operation. To the extent Supplier gains access to any personally identifiable information about AT&T or its Customers or their end users in connection with such communications (“Identifiable Information”), Supplier agrees that it (and/or its contractors) will not ever share such Identifiable Information with other third parties except (i) where pre-approved by AT&T or Customer, as applicable, (ii) as required by law, or (iii) to its contractors under obligations of confidentiality as required to support AT&T or the Customer and maintain the Licensed Materials. AT&T agrees that, to the extent permitted by applicable law, Supplier and/or Supplier’s contractors may also collect aggregated anonymous information about device and usage activity (“Aggregated Anonymous Data”) and use, store, analyze, and disclose such Aggregate Anonymous Data to diagnose problems, improve its products or offerings, provide services, and to conduct product marketing, research and development activities. Aggregate Anonymous Data shall only include data or information which is NOT specifically identifiable to AT&T or its Customers or their end users. AT&T understands and agrees that such Aggregate Anonymous Data shall be owned by Supplier and Supplier shall not be restricted from using or disclosing such Aggregate Anonymous Data in any way.

Third Party Code. Licensed Materials utilize and/or interface with other third party material, including open source libraries/components/applications/user interface/utilities (collectively referred to as “Third Party Code”); to the extent applicable, use of Third Party Code shall be subject to the notices/disclaimers/requirements of such Third Party Code provided to AT&T as a part of Documentation.

Third Party Services. Any third party services accessed through the Licensed Materials (collectively “Third Party Services”) are made available to AT&T and its Customers subject to the terms of Supplier’s support and maintenance services agreement and use and access to such Third Party Services by or on behalf of Customers requires a current Supplier support and maintenance agreement and shall be subject to payment by such Customers of Supplier’s then current Support and Maintenance terms.

Export. Licensed Materials, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. In the event AT&T exports the Licensed Materials, it will do so in compliance with applicable export laws.

10.

Appendix A to the Supplement is hereby deleted and replaced as attached hereto.

11.

Appendix B to the Supplement is hereby deleted and replaced as attached hereto.

12.

Appendix DD is hereby added to the Supplement as attached hereto.

13.

Appendix EE is hereby added to the Supplement as attached hereto.

Agreement 20100106.054.S.001.A.003

14.

Appendix FF is hereby added to the Supplement as attached hereto.

Agreement 20100106.054.S.001.A.003

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxxxxx Xxxxxxxxx	By:	/s/ Xxxxxxx Xxxxx

Printed Name:	Xxxxxxx Xxxxxxxxx	Printed Name:	Xxxxxxx Xxxxx

Printed Title:	VP, Legal	Title:	Senior Contract Manager

Date:	December 14, 2011	Date:	December 14, 2011

Agreement 20100106.054.S.001.A.003

Appendix A, Description of Supplier’s Material and/or Services, is hereby amended to include:

Appendix A - Description of Supplier’s Material and/or Services

Description of Supplier’s Material and/or Services for the Solution

The Mobile Iron Virtual Smartphone Platform consists of the following key components:

MobileIron VSP from AT&T - Managed Hosted MDM Solution (for supported OS’s)

MobileIron Advanced Management (for supported OS’s)

The MobileIron Virtual Smartphone Platform software interfaces with an enterprise network and provides central control and management for enterprise’s supported smart devices and acts as a proxy between clients and the email infrastructure.

MobileIron Sentry software provides tools to gain visibility over devices connecting, to prohibit unauthorized devices from gaining access to ActiveSync, and to block devices that do not meet MDM compliance from connecting to corporate e-mail.

Customer is the license holder of the Material being licensed to provide the Solution.

AT&T Implementation of MobileIron VSP

MobileIron VSP from AT&T - Managed Hosted MDM Solution will include all the MobileIron software components and feature functionality made generally commercially available by Supplier as part of its Virtual Smartphone Platform or Sentry or Connector.

MobileIron VSP from AT&T - Managed Hosted MDM Solution is a Mobile Device Management (MDM) solution that is provided as a hosted software service and is available on a subscription basis. The service is comprised of software that is loaded on servers in a secure data center, and maintained by IT personnel. MobileIron VSP from AT&T - Managed Hosted MDM Solution can be accessed by users via the Internet through the use of a secure web browser.

MobileIron VSP from AT&T - Managed Hosted MDM Solution Subscription clients reside on the mobile device and communicate back to a hosted MobileIron Smartphone Virtual Appliance. [* * *] (Refer to MSS / ISD / MI Engagement doc).

MobileIron Sentry Virtual Appliance is included for managing access and control for ActiveSync connectivity for devices under management.

Agreement 20100106.054.S.001.A.003

Appendix B is amended to include the following:

Appendix B Supplier’s Price(s)


Description	AT&T Cost
MobileIron VSP from AT&T - Managed Hosted MDM Solution Subscription (per month per device registered with and/or managed by all or any portion of the Solution (“device license”))		[* * *]

Notes:

1)	Supplier prices to AT&T will be pro-rated to AT&T based on the actual start and stop date for the Solution to each Customer.

2)	MobileIron VSP from AT&T - Managed Hosted MDM Solution subscriptions shall be offered in no less than [* * *] per Customer unless agreed to in writing by both. Supplier and AT&T.

3)	AT&T will cooperate with Supplier in monitoring the number of device licenses of the Solution for each Customer and insure proper billing is completed.

4)	Supplier’s maintenance and support to AT&T and the maintenance which AT&T passes through to Customers is included in the [* * *] subscription.

Agreement 20100106.054.S.001.A.003

Appendix DD, Supplier Technical Support for the Solution, is added to the Supplement as follows:

Appendix DD - Supplier Technical Support for the Solution

Purpose:

The following document outlines the technical support escalation and engagement approach to be used between Supplier and AT&T technical resources for the Solution, This document outlines the following:

•

Technical Support Summary

•

AT&T and Supplier Expectations

•

How to raise tickets/issues with Supplier Technical Support

•

Lifecycle of a Ticket

•

Ticket Escalation Processes

•

Change Management

•

Test Environment Access

•

Supplier Support SLAs (Severity 1 through Severity 4)

•

AT&T Technical Support Training Overview

•

Tips on Working with Supplier Technical Support

Technical Support Summary:

The technical support delivery model for Supplier and AT&T-led business initiatives is a collaborative effort, where Supplier and AT&T work together to respond to, and address customer needs and is based on a help desk to help desk support model. Whether these are implementation related questions, or product issues or escalations, Customers often require assistance to help address technical challenges they experience with Supplier.

The collaborative relationship between Supplier and AT&T allows for AT&T to remain the primary resource interacting with the end-customer, but also provides AT&T with expert product guidance and assistance from the Supplier technical support staff where needed.

The following outlines the roles and responsibilities for both AT&T and Supplier, and provides an overview of how the two organizations will work together to resolve customer issues. Supplier and AT&T agree to revisit the overall approach outlined in this document quarterly or upon request as business needs dictate to review the following:

•

Service Level Objectives are being met,

•

Review Root Cause Analysis, and

•

Address any support gaps or areas of improvement.

Agreement 20100106.054.S.001.A.003

Expectations of AT&T:

Given the current go-to-market strategy with AT&T hosted offering, AT&T will serve as the front-line (aka Tier 1 and Tier 2) support organization for all of AT&T’s direct Customers. If there are issues or concerns raised by the Customer, the first response and remediation efforts will come from the AT&T team, In this model, we expect AT&T resources to perform the following:

•

Receive and log initial issues, cases, and concerns from the Customer

•

Perform initial case remediation and troubleshooting steps, including but not limited to:

•

Basic product troubleshooting

•

End-user registration validation

•

Collection of step-by-step details to re-create the issue

•

Attempt to re-create or troubleshoot issues given Customer input

•

Resolution of cases and escalations (if possible) prior to escalation to Supplier

•

Collection of version information, device information, logs or other diagnostic information for escalation to Supplier Support for those cases that cannot be resolved by AT&T.

•

Coordinate all communication and correspondence with the end-customer resource

•

Submit formal case(s) via Supplier web portal ticket system, email or phone hotline.

•

Manage information exchange to Supplier support organization for Advanced Tier 3 support cases.

•

Receive AT&T Customer acceptance and close tickets since AT&T owns the Customer relationship.

Expectations of Supplier:

For all issues that are raised to Supplier for assistance, Supplier resources will engage with AT&T resources to resolve the issue as quickly as possible. In this model we expect Supplier support resources to support application operation uptime, product functionality and help desk issues by performing the following:

•

Provide issue resolution and troubleshooting guidance to AT&T resources

•

Conduct advanced problem investigation, system diagnostics, and log analysis

•

Coordinate escalations to Supplier engineering resources for expert analysis and troubleshooting

•

Provide rapid-response to AT&T resources, including case updates and overall status of issues

•

Specific to Supplier’s software, share root-cause preliminary analysis and case resolution results and explanation details to AT&T within a [* * *] period from the time of resolution for Severity 1 and Severity 2 incidents and [* * *] period for Severity 3 and Severity 4. A final root cause shall be provided within [* * *] from the time of resolution if root-cause is specific to Supplier Software.

Agreement 20100106.054.S.001.A.003

Additionally, all customers who purchase technical support from AT&T are entitled to receive the following software upgrades and updates per Supplier Support and Maintenance agreement:

•

Software Maintenance, including Software Error Correction and Bug Fixes. Supplier will provide the AT&T access to all generally available software updates and software upgrades that are released during the maintenance term free of charge.

Supplier will provide AT&T secure internet access to Supplier’s customer support site which will include support documentation and a Software repository that includes the latest revisions of Suppliers software Solution.

Supplier shall provide AT&T connectivity between AT&T and Supplier’s gateway to provide throughput capacity as well as reliability of service and support provided by Supplier to AT&T.

Supplier must provide the following contact & process information:

•

Method of Procedure (MOP) information if applicable

•

SLAs as described herein

Supplier must provide the following for each supported device and/or product:

•

Troubleshooting information

•

Top 20 issues and resolutions

•

Other known issues and resolutions

•

Error codes with definitions and suggested solutions

•

Simulators or emulators (if applicable)

•

Scenario based troubleshooting and defined escalation paths

Supplier must provide access to knowledge data base and support documents used by the Supplier.

How to raise tickets/issues with Supplier Technical Support:

Self Service Support Portal

•

A separate indicator or field needs to be set up for creating a ticket the Solution.

•

Supplier web-based support ticket system allows for AT&T resources to submit cases online, track case status, and access Supplier knowledgebase.

•

New case alerts are delivered to the support team and routed according to severity of issue.

•

AT&T can access Supplier support portal at the following URL: xxxxx://xxxxxxx.xxxxxxxxxx.xxx.

•

Supplier shall create individual user accounts for all AT&T technical resources who require the ability to search Supplier knowledge base and/or submit new tickets to Supplier system for escalation.

•

The portal is monitored 7x24x365 by Supplier technical support personnel.

Agreement 20100106.054.S.001.A.003

Support Email

•

AT&T may submit tickets directly to a dedicated support email alias created for AT&T. The dedicated email alias is [* * *].

•

Supplier shall create a separate indicator for the email alias to support inquiries concerning the Solution.

•

This email alias is dedicated to AT&T to ensure the cases are routed to the appropriate queues within Supplier for proper follow up.

•

AT&T cart either send emails directly to this address, or configure their internal ticket system (Remedy) to notify Supplier via a SMTP message sent to that address if that is their preferred method.

•

E-mail support should be used for general inquiries and questions. It is not recommended for priority cases.

1-877-Number

•

Supplier will provide a separate indicator within the ticketing system for the Solution.

•

For urgent issues, Supplier has a toll-free 877-number (877-819-3452) that can be used to contact tech support staff during normal business hours (6am to 6pm Pacific Time), and extended technical support team during off-hours. Calls received after hours will be handled by Supplier 24 x 7 tech support team. lf AT&T needs assistance with an issue, AT&T will contact the support team at the toll free number and the Supplier technical support staff will assist as required.

The following is the information to be submitted by AT&T where applicable when opening a ticket with Supplier:

•

VSP Version and Fully Qualified Domain Name (FQDN)

•

Sentry version and FQDN

•

Exchange version

•

Device models and operating system

•

Supplier client software version

•

Screenshots of errors or issues

•

Steps taken to create issue

•

Ticket urgency

•

Description of affected functionality

Agreement 20100106.054.S.001.A.003


Web Portal	E-mail Support	Phone Support

xxxx://xxxxxxx.xxxxxxxxxx.xxx • Open cases though MobileIron self-service web portal, including severity • Recommend method for submitting cases	[* * *] • Used for general inquiries and questions • Not recommended for priority cases (web portal or phone recommended) • Issues received by entire MobileIron Support Team	US: 0.000.000.0000 • Used for issue reporting and critical assistance • 877 Number Provides Access to Tech Support Specialist Team in US • Call-answering service on standby for call overflow

Lifecycle of a Ticket:

AT&T shall establish the severity level of each ticket that it submits to Supplier at the time of submission. Following Supplier’s acknowledgement of a ticket, if Supplier reasonably believes that the severity level noted by AT&T is inconsistent with the circumstances, then Supplier may request that AT&T change the severity level and Supplier support team and AT&T will mutually review, discuss and assess the Severity level and priority/urgency. If AT&T determines, in its reasonable sole discretion, that there is a sound basis to change the severity level, then AT&T shall re-establish the level. A support ticket shall be managed by Supplier team based on priority/ urgency attributed to the ticket.

An additional benefit of using the Supplier support portal is getting access to Supplier’s knowledgebase, which contains extensive articles and troubleshooting tips to help accelerate ticket and case resolution times. In many cases, AT&T resources may proactively find solutions to questions or escalations in Supplier’s knowledgebase without having to engage Supplier technical support resources.

Agreement 20100106.054.S.001.A.003

Ticket Escalation Process:

Severity 1 tickets (system outages and other critical escalations) are treated with the highest priority. Supplier SLA is outlined in more detail in the table below. For those tickets that are submitted via the formal process outlined above, but are not addressed within the timeframes designated in the matrix below, the AT&T technical support organization may escalate to resources identified in the following table:


Severity	Ticket Escalation Stat-us	Resource and Contact Information
Severity 1 (Critical)	[* * *]	[* * *]
	[* * *]	[* * *]
Severity 2 (High)	[* * *]	[* * *]
	[* * *]	[* * *]

Resource and contact information may be changed upon five (5) days written notice from Supplier to AT&T.

Tickets are naturally escalated after a pre-set amount of time by Supplier ticket system.

•

Critical Priority tickets are escalated to the attention of the [* * *] within [* * *] they have not be assigned or responded to.

•

High Priority tickets are escalated to the attention of the [* * *] within [* * *] have not be assigned or responded to.

Change Management

Supplier will periodically upgrade software in order to provide new functionality associated with new releases or resolve any known issues bugs. Supplier shall notify AT&T at [* * *] and [* * *] of any planned releases or upgrades to the software. Notification of any planned major releases or new functionality shall be provided at least [* * *] in advance prior to release. The following information shall be provided by Supplier to AT&T prior to release:

•

Release Notes and Documentation (must be provided [* * *] prior to planned release)

•

Training

•

Access to software for internal AT&T testing purposes

For any routine maintenance releases that do not include any major new features or new functionality (e.g. bug fixes), Supplier shall notify AT&T at least [* * *] in advance prior to availability.

Agreement 20100106.054.S.001.A.003

The following information shall be provided by Supplier to AT&T prior to availability:

•

Release notes and Documentation (must be provided [* * *] prior to planned availability)

•

Access to software for internal AT&T testing purposes

Supplier will provide AT&T with Supplier’s use cases and any related test results and bug list for all major and minor releases, changes in production and updates that are necessary for deployment in AT&T’s network. Additionally, AT&T will require support for any issues or bugs identified during AT&T’s test cycles. The escalation procedure to support resolution of such issues or bugs will be identical to the support process defined for in-production trouble management. The severity levels for such issues will also be identical to those used for in-production issues identified in this document. However, it may be necessary to identify additional technical/ development resources for initial contact and transfer of issue details to Supplier.

Supplier Support SLA:

Supplier’s technical support offering provides the following response times (SLA’s) based on the severity of the submitted issue:

Response times for Severity 1, Severity 2, Severity 3 and Severity 4 should be according to the table below.


	Definition	Initial Response Time	Status Update Frequency
Severity I	Critical Business Impact Severity I is a catastrophic production problem which may severely impact Customer’s production systems, i.e. “Service is Down” or product is completely inoperative, a condition severely impacting a production environment and no procedural workaround exists.	[* * *]	[* * *]
Severity 2	Significant Business Impact Severity 2 is a high-impact business condition possibly endangering a production environment. The Software may operate in a severely restricted/reduced capacity. The situation is causing significant impact to portions of Customer’s business operating and productivity. The system is exposed to potential loss or interruption of service.	[* * *]	[* * *]
Severity 3	Some Business Impact Severity 3 is a medium to low-impact problem which involves partial non-critical functionality loss. One that impairs some operations, but allows the client to continue	[* * *]	[* * *]

Agreement 20100106.054.S.001.A.003

Initial Response Time is for Acknowledgement of Issue, Not Necessarily Resolution

Training:

Supplier shall provide technical training on the software to AT&T technical support personnel and administrators free of charge. Training can be a combination of web based, computer based and instructor led. Instructor led training shall be held at an AT&T facility. Training shall include; but not limited to, the following:

•

Product Architecture and Network Configuration

•

UI Basics

•

iOS MDM

•

Managing Users

•

Registering Devices

•

Managing Smartphones

•

Managing Security and Policies

•

Managing Device Configuration (App Settings)

•

Managing Mobile Apps

•

Troubleshooting Smartphones

•

Working with Events

•

Working with ActiveSync Phones via MobileIron Sentry

•

Working with BES Smartphones

•

Configuring the MobileIron System

Agreement 20100106.054.S.001.A.003

•

The User Portal: MyPhone@Work

•

Advanced Troubleshooting

Reporting

Supplier shall meet quarterly with AT&T to review operations metrics reports compiled by Supplier and AT&T.

Monitoring and Management Tools

Supplier will provide technical personnel, documentation and direct support to AT&T to enable a set of monitoring tools for the Solution that includes SNMP monitors and URL monitors.

Agreement 20100106.054.S.001.A.003

Appendix EE, AT&T Subcontractor List, is added to the Supplement as follows:

Appendix EE - AT&T Subcontractor List

[* * *]

The list above shall include any and all of these subcontractor’s affiliates.

Agreement 20100106.054.S.001.A.003

Appendix FF, Supplier Ancillary Materials List, is added to the Supplement as follows:

Appendix FF - Supplier Ancillary Materials List

Documentation

Know-how

Support services knowledge database

Additional knowledge that Supplier may develop throughout the term of the Agreement for trouble ticket resolution known issues list.

Work-arounds related to hosting, maintenance, management, monitoring, training, and related support services.

Internal Supplier production test tools.

Amendment 4

20100106.054.S.001.A004 to

Supplement

20100106.054.S.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.S.001.A.004

Amendment 4 to Supplement 1 to AT&T-Mobile Iron Resale Agreement

This Amendment 4 to Supplement 1, effective on the date when signed by the last Party (“Amendment Effective Date”), hereby amends Supplement 1 (Agreement No. 20100106.054.S.001) (the “Supplement”) to AT&T-Mobile Iron Resale Agreement effective April 22, 2010, as previously amended (Agreement No. 20100106.054.C) (the “Agreement”), by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. In the event there is a conflict between the terms of this Amendment 4 and the terms of the Agreement, the terms of this Amendment 4 will control. All capitalized terms not otherwise defined in this amendment shall have the meanings assigned to them in the Supplement or the Agreement.

RECITALS

A.	Supplier and AT&T are Parties to the Agreement under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

B.	The Parties entered into the Supplement to provide for certain Supplier’s products to be sold to Customers through AT&T Mobility LLC II or any of its Affiliates pursuant to Orders (“AMA program”).

C.	The Parties wish to amend the Supplement to expand the scope of the Supplement to enable AT&T to sell to Customers MobileIron VSP from AT&T - Managed Hosted MDM Solution through the AMA program.

THEREFORE, AT&T and Supplier agree as follows:

1.	Section 4.18.h, Supplier’s XXXX, Materials Warranty, and Maintenance Agreement, shall be added as follows:

Supplier acknowledges and agrees that certain Government Customers who have entered into Government Contracts with AT&T may require that Supplier agree to be bound by the Government Customer’s flow down terms that require flow down to subcontractors and that, absent such an agreement, such Government Customers will not accept Supplier’s Materials. Supplier agrees that with respect to the Government Contracts identified in Appendix F (the “Identified Government Contracts”), the terms that are required to be imposed by AT&T on subcontractors as contained in such Identified Government Contracts in the form provided by AT&T to Supplier on or about the date indicated in Appendix F (the “Government Customer Flow Downs”) shall apply to Supplier, to the extent that Supplier is a subcontractor under such Government Contract, except as otherwise set forth in Appendix F (the “Exclusions”). Any changes to the terms of the Identified Government Contracts that are made after the date indicated in Appendix F are not binding on Supplier until Supplier has reviewed the changes and has agreed to be bound by them as written or subject to Exclusions. The Government Customer Flow Downs excluding the Exclusions are referred to herein as the “Agreed

Agreement 20100106.054.S.001.A.004

Government Customer Flow Downs.” The parties may, from time to time, update Appendix F to include additional Identified Government Contracts, Government Customer Flow Downs and Exclusions, provided that any changes to Appendix F require both AT&T and Supplier’s written agreement. Supplier acknowledges and agrees that it has had the opportunity to review these Government Customer Flow Downs and Supplier agrees to accept Orders placed by AT&T on behalf of these Government Customers. Such Orders will name the Government Customer and Supplier agrees to fulfill the obligations required of AT&T’s subcontractor for that Government Customer under those Agreed Government Customer Flow Downs.

2.	Appendix F is hereby added to the Supplement as attached hereto.

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx Xxxxxxxxx	By:	/s/ Xxxxxxx Xxxxx

Printed Name:	Xxxx Xxxxxxxxx	Printed Name:	Xxxxxxx Xxxxx

Title:	VP, Legal	Title:	Senior Contract Manager

Date:	June 21, 2012	Date:	June 21, 2012

Agreement 20100106.054.S.001.A.004

Appendix F - List of Government Customers, Identified Government Contracts and Exclusions

State of Illinois

I.	Government Customers

Government
Customer

Identified
Government
Contract

Date
Provided
to Supplier

Exclusion(s)

State of Illinois

Solicitation Document, Mobile Device Management Application/IPB Reference # PBC 12-65124 (pp. 1-38)

Contract signed by AT&T and Central Management Services, PBC# 12-65124 (“Illinois Contract”)

April 30, 2012

•

BLANK PAGE

Amendment 5

20100106.054.S.001.A005 to

Supplement

20100106.054.S.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.S.001.A.005

Amendment 5 to Supplement 1 to AT&T-Mobile Iron Resale Agreement

This Amendment 5 to Supplement 1, effective on the date when signed by the last Party (“Amendment Effective Date”), hereby amends Supplement 1 (Agreement No. 20100106.054.S.001) (the “Supplement”) to AT&T-Mobile Iron Resale Agreement effective April 22, 2010, as previously amended (Agreement No. 20100106.054.C) (the “Agreement”), by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”. All capitalized terms not otherwise defined in this amendment shall have the meanings assigned to them in the Supplement or the Agreement.

RECITALS

A.	Supplier and AT&T are Parties to the Agreement under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

B.	The Parties entered into the Supplement to provide for certain Supplier’s products to be sold to Customers through AT&T Mobility LLC II or any of its Affiliates pursuant to Orders (“AMA program”).

C.	The Parties wish to amend the Supplement to expand the scope of the Supplement to enable AT&T to resell to Customers MobileIron Basic Connected Cloud from AT&T.

THEREFORE, AT&T and Supplier agree as follows:

1.	A new Section 4.28, Basic Cloud and Exclusivity, shall be added to the Supplement, reading as follows:

[* * *]

Agreement 20100106.054.S.001.A.005

2.	Appendix A to the Supplement is hereby amended as attached hereto.

3.	Appendix B to the Supplement is hereby amended as attached hereto.

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxxxxx X. Xxxxxxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxxxxx X. Xxxxxxxxx	Printed Name:	Xxxxxx Xxxxxxx

Title:	VP, Legal	Title:	Sr Contract Manager

Date:	8/1/12	Date:	08/01/12

Agreement 20100106.054.S.001.A.005

Appendix A, Description of Supplier’s Material and/or Services, is hereby amended to include the following:

Appendix A - Description of Supplier’s Material and/or Services

MobileIron Basic Connected Cloud Description

MobileIron Basic Connected Cloud is a basic Mobile Device Management (MDM) solution that is provided as a hosted software service and is available on a subscription basis. The service is comprised of software that is loaded on servers in a secure data center, and maintained by professional IT personnel. The MobileIron Basic Connected Cloud service can be accessed by users via the Internet through the use of a secure web browser.

MobileIron Basic Connected Cloud Subscription clients reside on the mobile device and communicate back to a hosted MobileIron Smartphone Virtual Appliance. The Service is priced on a per device basis.

MobileIron Basic Connected Cloud Subscription for supported Operating Systems (OS) provides basic smart device management for data, apps, and access to corporate resources. It allows enterprises to set policies or guidelines governing usage and access.

Minimum of [* * *] for initial purchase from any customer.

MobileIron Basic Connected Cloud provides the following features for iOS and Android platforms:

•

Includes Advanced Management for iOS and Android but does NOT include any of the following:

•

Sentry

•

Connector

•

Certificates (customer cannot use on-board CA to generate certificates for email, Wi-Fi, VPN, or apps)

•

Includes the following three apps capabilities

•

Apps@Work enterprise app storefront for secure distribution of no more than two (2) in-house apps

•

Retire function for deletion of iOS MDM-managed apps

•

App Control policies for blacklist/whitelist of apps

•

Does NOT include

•

App Delivery Network

•

App Connect (SDK and wrapping)

•

Future app enhancements beyond distribution

•

Docs@Work

Supplier will provide a complete feature matrix of MobileIron Basic Connected Cloud to AT&T no later than August 10, 2012. The features listed in this matrix will include a summary of the currently planned features of Basic Connected Cloud which may be updated from time to time by Supplier. Supplier will provide a notice to AT&T of such updates to matrix.

Agreement 20100106.054.S.001.A.005

Appendix B, Supplier’s Price(s), is hereby amended to include the following:

Appendix B - Supplier’s Price(s)


Product Description		Cost to AT&T
[* * *]		[* * *]
[* * *]		[* * *]

BLANK PAGE

Amendment 6

20100106.054.S.001.A006

Supplement

20100106.054.S.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.S.001.A.006

Amendment 6 to Supplement 1 to AT&T-Mobile Iron Resale Agreement

This Amendment 6 to Supplement 1, effective on the date when signed by the last Party (“Amendment Effective Date”), hereby amends Supplement 1 (Agreement No. 20100106.054.S.001) (the “Supplement”) to AT&T-Mobile Iron Resale Agreement effective April 22, 2010, as previously amended (Agreement No. 20100106.054.C) (the “Agreement”), by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.” In the event there is a conflict between the terms of this Amendment 6 and the tetras of the Agreement, the terms of this Amendment 6 will control. All capitalized terms not otherwise defined in this amendment shall have the meanings assigned to them in the Supplement or the Agreement.

RECITALS

A.	Supplier and AT&T are Parties to the Agreement under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

B.	The Parties entered into the Supplement to provide for certain Supplier’s products to be sold to Customers through AT&T Mobility LLC or any of its Affiliates pursuant to Orders (“AMA program”).

THEREFORE, AT&T and Supplier agree as follows:

1.	The Parties also hereby agree that Appendix CC of Amendment 1 to Supplement 1 of the Agreement is deleted in its entirety and replaced with Appendix CC as it is attached to this Amendment.

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

Agreement 20100106.054.S.001.A.006

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx X. Xxxxxxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxx X. Xxxxxxxxx	Printed Name:	Xxxxxx Xxxxxxx

Title:	VP Legal	Title:	Senior Contract Manager

Date:	August 10, 2012	Date:	August 13, 2012

Agreement 20100106.054.S.001.A.006

Appendix CC - AT&T Managed MSA

SAAS AGREEMENT FOR MOBILEIRON BASIC CONNECTED CLOUD OR MOBILEIRON CONNECTED CLOUD

(NORTH AMERICA, AT&T RESELLER)

This SaaS Agreement for MobileIron Basic Connected Cloud or MobileIron Connected Cloud is made by and between Mobile Iron, Inc., a Delaware corporation having a place of business at 000 Xxxx Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, XX 00000 (“MobileIron”) and the Customer indicated on the signature lines of this Agreement (“Customer”) and is effective as of the effective date indicated below the signature lines of this Agreement (“Effective Date”).

1. Definitions.

“Ancillary Services” mean all services (other than Cloud Services) to be provided by MobileIron to Customer hereunder, including any training, activation, or other professional services, and maintenance and support services, each of which shall be outlined in an exhibit attached hereto or a Product Schedule or Statement of Work mutually agreed to by the parties.

“Authorized Reseller” shall mean AT&T Services, Inc. or an affiliate thereof.

“Cloud Services” means the online, web-based applications and platform which is made accessible to Customer by MobileIron via a designated website provided by MobileIron, which offers the MobileIron mobile device management solution on an outsourced basis and the associated offline Software components delivered to Customer by MobileIron hereunder to be used in connection with such services.

“Customer Affiliate” shall mean any entity controlling, controlled by or under common control with Customer.

“Customer Data” shall mean any data, information, applications, or other items originated by Customer that Customer submits to the Cloud Service.

“Customer Representatives” shall mean any Customer Affiliate and any employee or contractor of Customer or Customer Affiliates to whom Customer (and/or Customer Affiliates) provides access to the Cloud Services (or any component thereof, including Software) for use on behalf of and for the benefit of the Customer (and/or Customer Affiliates) and for Customer’s (and/or the Customer Affiliates’) internal business purposes, subject to all the terms and conditions of this Agreement.

“Documentation” means the written and/or electronic end user documentation pertaining to the use of Cloud Services and Hardware (as relevant) that is provided by MobileIron either directly or through the Authorized Reseller to Customer together with access to Cloud Services.

“Licensed Device Count” shall mean the maximum number of registered devices that Customer may have at any time that are registered to the Cloud Service; which maximum number shall be based on the subscription fees paid by Customer and identified on the relevant Product Schedule. For the avoidance of doubt, registered devices are those devices which have loaded device Software and which have been registered to the Cloud Service and which have not been retired (meaning unregistered).

Agreement 20100106.054.S.001.A.006

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“MobileIron Hardware” shall mean any MobileIron branded hardware that MobileIron furnishes to Customer directly or through an Authorized Reseller.

“Product Schedule” shall mean one or more of the following applicable documents attached hereto or referencing this Agreement which outlines the Cloud Services licensed to Customer, the Licensed Device Count, Subscription Term, MobileIron Hardware (if relevant), and any other Mobile Services and pricing and payment terms relating to the same: (a) a product schedule mutually approved by the parties, which is attached hereto as an exhibit (if any) or (b) a MobileIron invoice or other ordering document mutually approved and executed by the parties which references this Agreement; or (c) an Authorized Reseller Invoice or ordering document agreed to between Customer and Authorized Reseller which is based on a valid MobileIron quote to the Authorized Reseller, where the subscription is indirectly purchased from an Authorized Reseller. Multiple Product Schedules may apply to this Agreement, provided that unless expressly stated otherwise in a mutually agreed upon Product Schedule, the terms specified in a Product Schedule shall be relevant only to the specific items listed on the relevant Product Schedule.

“Software” means the object code version of MobileIron’s proprietary computer programs delivered to Customer hereunder for use in connection with the Cloud Services, including the device-side software used on devices registered to the Cloud Service (“Device Software”) and any connector software and/or any other server-side software to the extent applicable (e.g. in the case of MobileIron Connected Cloud, MobileIron Sentry Software) (collectively the “Premise Software”), each of which are delivered to Customer hereunder for use in connection with the Cloud Services, and any Documentation, backup copies and updates, upgrades, maintenance releases, or bug fixes to any of the foregoing provided to Customer hereunder.

“Subscription Term” means the term of the subscription specified in the relevant Product Schedule which is subject to the termination and renewal rights described herein.

2. Rights of Access and Use. During the Subscription Term, and subject to the terms of this Agreement, MobileIron grants to Customer a non-exclusive right to (a) permit those Customer Representatives authorized by Customer and/or Customer Affiliates to access and use the Cloud Services on Customer’s and/or Customer Affiliates’ behalf in compliance with the terms of this Agreement, and (b) to install, copy and use Premise Software in connection with Cloud Services in accordance with the Documentation, but solely on systems and hardware owned or controlled or otherwise managed by Customer or Customer Representatives on behalf of and for the benefit of Customer and/or Customer Affiliates, (c) to install, copy and use Device Software in connection with Cloud Services in accordance with the Documentation, but solely on mobile devices used by Customer Representatives on behalf of and for the benefit of Customer and/or Customer Affiliates. Notwithstanding anything else herein, the number of devices Customer and/or Customer Representatives may register to the Cloud Services may not exceed the Licensed Device Count.

3. Restrictions. Except as otherwise expressly permitted under this Agreement, Customer agrees that it shall not, nor shall it permit any third party to, (a) use the Cloud Services in excess of or beyond the Subscription Term, Licensed Device Count, licensed functionality, and/or other restrictions/limitations described in this Agreement; (b) make the Cloud Services available to anyone other than Customer Representatives, or sell, rent or lease the Cloud Services or use the Cloud Services for the benefit of any third party (other than Customer Affiliates as permitted herein) in a service bureau or outsourcing capacity; (c) use the Cloud Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights; (d) use the Cloud Services to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of the Cloud

Agreement 20100106.054.S.001.A.006

Services or third-party data contained therein; (f) use the Software on equipment or devices which are not specified in the Documentation; (g) modify, create derivative works based upon, reverse engineer or decompile, decrypt, disassemble the Cloud Services, except and only to the extent any foregoing restriction is prohibited by applicable law; (h) release, publish, and/or otherwise make available to any third party (other than the Authorized Reseller or Customer Representatives) the results of any performance or functional evaluation of the Cloud Services (including the Software) without the prior written approval of MobileIron; (i) alter or remove any proprietary notices or legends contained on or in the Cloud Services (including the Software); or (j) use the Cloud Services in violation of any relevant laws or regulations. The foregoing restrictions with respect to Cloud Services apply equally to any component or portion of Cloud Services. Notwithstanding any of the forgoing restrictions, to the extent Software delivered hereunder includes any open source libraries/components/applications/user interface/utilities (collectively referred to as “Open Source”) and to the extent required by the relevant licensor, such Open Source shall be subject to the relevant Open Source proprietary notices, disclaimers, requirements and/or extended rights. If the Cloud Services makes available cellular tower identification information with associated latitude and longitude location information, Customer agrees that neither it nor its Customer Representative will use such latitude and longitude location information to create a latitude/longitude lookup database for cellular towers. No implied licenses are granted by MobileIron under this Agreement.

4. Customer Responsibilities. Customer shall (a) be responsible and liable for any action or inaction of Customer Representatives which is in violation of this Agreement, (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which Customer (and Customer Representatives) acquire, upload, transmit and process Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Cloud Services, and notify MobileIron or Authorized Reseller promptly of any such unauthorized access or use, (d) use the Cloud Services only in accordance with the Documentation and applicable laws and government regulations, (e) make any disclosures to and obtain any consents from Customer Representatives as required by any applicable law, rule or regulation for the use, processing, transfer, disclosure, or access to Customer Data in or for the Cloud Services or as otherwise contemplated by this Agreement; and (f) be responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the Cloud Services, including, without limitation, computers, computer operating system and web browser.

5. MobileIron Responsibilities.

a. Activation, Training, and other Ancillary Services. Subject to the terms of this Agreement, MobileIron agrees to use commercially reasonable efforts to deliver the training, activation or other professional Ancillary Services mutually agreed to by the parties (if any) to the extent such Ancillary Services are outlined/described in an exhibit to this Agreement or a Product Schedule or a statement of work attached to a Product Schedule.

b. Maintenance, Support, and Service Levels. Subject to the terms of this Agreement, MobileIron will activate and maintain the Cloud Services and provide the maintenance services outlined on Exhibit A attached hereto.

6. Device Count Increases; Reporting; Invoice. The total subscription fees due to MobileIron or Authorized Reseller, as applicable, hereunder shall be based on the number of devices Customer registers to the Cloud Service. If the number of devices that Customer or Customer Representatives have registered to the Cloud Service (“Actual Device Count”) exceeds Customer’s then current Licensed Device Count or if Customer wishes to increase the Licensed Device Count, then Customer shall notify Authorized Reseller and pay the incremental subscription fees due, and after the relevant payment has been received, the Licensed Device Count shall be amended to reflect this change. Upon written request, Customer will provide Authorized Reseller a report identifying (i) the Actual Device Count; (ii) the copies of and location of the Premise Software maintained; and (iii) any other information reasonably requested by MobileIron or Authorized Reseller at the time as it relates to the use of the Cloud Service and reasonably necessary to determine compliance with the terms of this Agreement. MobileIron and/or its Authorized Resellers may invoice Customer if it learns of any shortfalls, i.e. that the Licensed Device Count is below the Actual Device Count. The fees charged to Customer for increases in License Device Counts will be based on the then-current Subscription Term pricing.

Agreement 20100106.054.S.001.A.006

7. Indemnity. Subject to the terms herein, MobileIron, shall defend, and indemnify and hold harmless Customer and Customer Representatives, and their respective officers, directors and employees (“Customer Indemnitees”) from any and all costs, expenses, losses, damages, and settlement amounts required to settle, any third party claims brought against Customer Indemnitees that the use of Cloud Service (including without limitation any Software components) as permitted herein infringes, misappropriates or violates any third party intellectual property or other proprietary right, provided that Customer Indemnitees: (a) give MobileIron prompt written notice of any such claim; (b) permit MobileIron to control and direct the defense or settlement of any such claim; and (c) provide MobileIron all reasonable assistance in connection with the defense or settlement of any such claim, at MobileIron’s expense. If such a claim occurs, or in MobileIron’s opinion is reasonably likely to occur, MobileIron, at its expense and at its sole discretion, may: (x) procure the right to allow Customer Indemnitees to continue to use the infringing portions of Cloud Service, or (y) modify or replace the Cloud Service or infringing portions thereof to become non-infringing, or (z) if neither (x) nor (y) is available on commercially reasonable terms, terminate Customer’s right to use the Cloud Service and refund any prepaid, unused subscription fees received by MobileIron. Subject to the terms herein, Customer shall defend, and indemnify and hold harmless MobileIron and its officers, directors and employees (“MobileIron Indemnitees”) from any and all costs, expenses, losses, damages, and settlement amounts required to settle, any third party claims brought against MobileIron Indemnitees that the Customer Data or Customer’s use of the Cloud Services is in violation of this Agreement, infringes, misappropriates, or violates the intellectual property or other proprietary rights of a third party or violates applicable law, provided that MobileIron Indemnitees: (a) gives Customer prompt written notice of any such claim; (b) permits Customer to control and direct the defense or settlement of any such claim; and (c) provides Customer all reasonable assistance in connection with the defense or settlement of any such claim, at Customer’s expense. The remedies set forth in this Section constitute the indemnitees’ sole and exclusive remedies, and indemnitor’s entire liability, with respect to claims described in this section.

8. Ownership. The Software is licensed and not sold. As between the parties, MobileIron and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to the Cloud Service and all copies or portions thereof, and any derivative works thereof (by whomever created). All suggestions or feedback provided by Customer (and Customer Representatives) to MobileIron or its Authorized Resellers with respect to the Cloud Services shall be MobileIron’s property and deemed Confidential Information of MobileIron, and Customer hereby assigns the same to MobileIron. As between the Parties, Customer exclusively owns all rights, title and interest in and to all Customer Data.

9. Term; Termination.

a. Term. The term of this Agreement shall commence on the Effective Date and shall continue until all Subscription Terms (including any renewal terms) have expired or terminated.

b. Subscription Start Date. The Subscription Term shall commence on the date that MobileIron or the Authorized Reseller delivers to Customer all relevant Access Data (i.e. the connector code and the URL and information necessary for Customer to access and use the Cloud Service) (“Activation Date”).

c. Subscription Term; Renewal. The Subscription Term shall commence on the Activation Date and continue for the Subscription Term specified in the relevant Product Schedule. The Subscription Term shall renew for any additional subscription terms purchased by Customer at the rates based on MobileIron’s or Authorized Reseller’s then-current price list, as applicable.

d. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such notice period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer, MobileIron shall refund any prepaid, unused subscription fees paid to MobileIron covering the remainder of the relevant Subscription Term.

Agreement 20100106.054.S.001.A.006

e. Return of Materials; Survival. Upon termination of this Agreement, all access, rights and licenses granted to Customer hereunder shall terminate, Customer will cease all use of the Cloud Services, and Customer shall remove all Software from its systems and return to MobileIron, any tangible Confidential Information received. Notwithstanding the foregoing, at Customer’s request, if received within thirty (30) days of termination of the Agreement, (i) MobileIron will permit Customer to access the Cloud Services solely to the extent necessary for Customer to retrieve applications uploaded to Cloud Services by Customer and (ii) MobileIron will make available to Customer for download a file of Customer Data in comma separated value (.csv) format along with attachments in their native format. After such thirty (30) day period, MobileIron shall have no obligation to maintain or provide any of Customer Data and shall thereafter, unless legally prohibited, delete all of Customer Data in MobileIron systems or otherwise in MobileIron’s possession or under MobileIron control. Upon termination or expiration, Sections 1, 3, 4(a), 4(b), 7, 8, 9, 10, 11, 12 and 13 will survive and remain in effect.

10. Confidentiality. “Confidential Information” means any non-public data, information and/or other material regarding the products, software, services, employees, or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided by one party (“Disclosing Party”) to the other party (“Receiving Party”) where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary. Without limiting the foregoing, (a) Customer Data shall be deemed the Confidential Information of Customer, and (b) the Cloud Service and any performance data, benchmark results, and technical information relating thereto, and MobileIron’s pricing information shall be deemed the Confidential Information of MobileIron. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, (iv) is approved for release by written authorization of the Disclosing Party; (v) is independently developed or created by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure and reasonably cooperates with the Disclosing Party in limiting such disclosure. Except as expressly authorized herein, the Receiving Party agrees to (A) use the Confidential Information of the Disclosing Party only to perform hereunder (including providing the features and services associated with the normal use of the Cloud Service) or to exercise rights granted to it hereunder; (B) treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar Confidential Information, but in no case will the degree of care be less than reasonable care; and (C) disclose the Disclosing Party’s Confidential Information only to those employees and contractors of the Receiving Party who have a need to know such information for the purposes of this Agreement, provided that any such employee or contractor shall be subject to obligations of non-use and confidentiality with respect to such Confidential Information at least as restrictive as the terms of this Agreement, and the Receiving Party shall remain solely liable for any non-compliance of such employee or contractor with the terms of this Agreement.

11. Limited Warranty and Disclaimer.

Cloud Service Warranties. MobileIron warrants to Customer that the Cloud Services (including the Software) shall perform materially in accordance with the Documentation. Customer must notify MobileIron of any warranty deficiencies with the Cloud Services within thirty (30) days from provision of deficient Cloud Service in order to receive any warranty remedy for such deficiency. For any breach of the forgoing warranty, Customer’s exclusive remedy shall be for MobileIron to correct or re-perform such deficient services, provided that if correction or re-performance in compliance with this warranty is not possible or practical, then Customer shall be entitled to either (A) a pro-rata refund of subscription fees paid to MobileIron for such deficient services, or (B) terminate the Agreement and obtain a refund of the prepaid, unused subscription fees paid to MobileIron.

Ancillary Services Warranties. MobileIron warrants to Customer that all Ancillary Services provided hereunder by MobileIron shall be performed in conformance with any requirements outlined by the parties in this Agreement and otherwise in a manner conforming to generally accepted industry standards and practices for similar services. Customer must notify MobileIron of any warranty deficiencies for Ancillary Services within thirty (30) days from performance of

Agreement 20100106.054.S.001.A.006

the deficient Ancillary Service in order to receive any warranty remedy. For any breach of the forgoing warranty, Customer’s exclusive remedy shall be for MobileIron to correct or re-perform such deficient Ancillary Services, provided that if correction or re-performance in compliance with this warranty is not possible or practical, then Customer shall be entitled to a refund of the relevant fees paid to MobileIron for such deficient Ancillary Services.

Hardware Warranty. Customer is aware that Software may only be used on equipment containing and meeting the specifications specified by MobileIron in its Documentation and that Customer may purchase such hardware separately through third parties. If Customer has ordered and received MobileIron Hardware from MobileIron or an Authorized Reseller of MobileIron Hardware, then the warranty and remedies described in Exhibit B shall apply.

Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not intentionally transmit to the other party or store on the Cloud Services any Malicious Code. If any Malicious Code is transmitted by one party to the other, then such party may remove and return such code to the party which delivered it.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY PROVIDES ANY WARRANTIES OF ANY KIND WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Limitation of Liability. EXCEPT FOR ANY LIABILITY ARISING FROM BREACH OF SECTION 3 (RESTRICTIONS), [* * *] OR ANY INDEMNITY OBLIGATION DESCRIBED HEREIN: (a) IN NO EVENT WILL CUSTOMER OR MOBILEIRON OR MOBILEIRON’S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE CLOUD SERVICES, MOBILEIRON HARDWARE, ANCILLARY SERVICES OR OTHERWISE ARISING IN CONNECTION WITH THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT TORT OR OTHERWISE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY OR MOBILEIRON’S LICENSORS OR SUPPLIERS ARISING IN CONNECTION WITH THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE LESSER OF [* * *] OR [* * *]

13. General.

a. Language. This Agreement, any disputes hereunder, and all services to be provided hereunder by MobileIron to Customer (if any) shall be conducted and provided in the English language.

b. Third Party Services. From time to time, Cloud Services may provide access to certain third party services (“Third Party Services”) at no additional charge to Customer. Customer’s use and/or access to such Third Party Services shall be limited to those uses and access rights permitted by the third party service providers. If a third party provider terminates access to the Third Party Services, then MobileIron will notify Customer of the same, and access to such services will terminate as of the effective date specified by such third party provider. Within thirty (30) days of the notification by MobileIron of the termination of Third Party Services, the Customer may terminate this Agreement for convenience (effective no earlier than the date the service access rights are terminated). Upon such termination, Customer shall be entitled to receive a pro-rata refund of any prepaid, unused subscription fees paid to MobileIron for the remainder of the Subscription Tenn. MobileIron shall have no liability to Customer in connection with any termination of such Third Party Services or the Customer’s use of the Third Party Services. All warranties associated with such services are only those directly provided by the third party service provider to users of its services.

c. Export. Software and Documentation, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply with all such regulations in connection with any export of Software and Documentation by Customer.

Agreement 20100106.054.S.001.A.006

d. U.S. Government End User Purchasers. All components of the Software (including the Documentation) qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, Customer may provide to Government end user or, if this Agreement is direct, Government end user will acquire, the Software (including the Documentation) with only those rights set forth in this Agreement. Use of the Software (including Documentation) constitutes agreement by the Government that the Software (including Documentation) is “commercial computer software” and “commercial computer software documentation,” as relevant, and constitutes acceptance of the rights and restrictions herein.

e. Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to or application of choice of law rules or principles. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Santa Xxxxx County, California; the parties hereby agree to service of process in accordance with the rules of such courts. Notwithstanding any choice of law provision or otherwise, the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on the International Sale of Goods shall not apply.

f. Customer Data; Aggregated Anonymous Statistical Data. Customer Data shall be deemed the Confidential Information of Customer and MobileIron agrees that it shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. MobileIron shall not use, process, transfer, disclose or access Customer Data, except (i) as compelled by law or (ii) as expressly permitted herein or by Customer or (iii) to implement and deliver the features and services associated with the normal use of the Cloud Services and/or to perform its obligations hereunder, including support, or (iv) to help Customer prevent or address service or technical problems. MobileIron (and/or its contractors) may collect aggregated, anonymous, statistical data and information about devices and usage activity provided such data and information does NOT contain any information specifically identifiable to any individual or Customer (“Aggregated Anonymous Data”), and MobileIron (and/or its contractors) may use, store, analyze, and disclose such Aggregate Anonymous Data. For clarity, Aggregate Anonymous Data shall only include aggregated data or information which is specifically NOT identifiable to any individual or Customer. Aggregate Anonymous Data shall be owned by MobileIron.

g. Entire Agreement; Modifications. This agreement includes the terms herein and the attached exhibits, and any terms incorporated herein by reference (collectively “Agreement”) and constitutes the entire agreement between the parties with respect to the Cloud Services and other Ancillary Services or products delivered by MobileIron hereunder. Except as expressly provided herein, this Agreement supersedes and cancels all previous written and previous or contemporaneous oral communications, proposals, representations, and agreements relating the subject matter contained herein. This Agreement prevails over any pre-printed terms or other conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by Customer, even if signed and returned. Except as expressly provided herein, this Agreement may be amended, or any term or condition set forth herein waived, only by a writing executed by both parties.

h. Illegality. Should any term of this Agreement be declared invalid, void or unenforceable by any court of competent jurisdiction, that provision shall be modified, limited or eliminated to the minimum extent necessary to effectuate the original intent and such declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect.

i. Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

Agreement 20100106.054.S.001.A.006

j. Assignment. This Agreement may not be assigned or transferred without the other party’s prior written consent, provided each party expressly reserves the right to assign this Agreement to a successor in interest of all or substantially all of its business or assets who agrees in writing to be bound by this Agreement. Any action or conduct in violation of the foregoing shall be void and without effect. MobileIron may delegate any of its obligations hereunder, provided it shall remain fully liable and responsible for its delegates’ actions or inactions in violation of this Agreement. All validly assigned rights and obligations of the parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns.

k. Legal Fees. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.

l. Notice. Any and all notices or other information to be given by one of the parties to the other shall be deemed sufficiently given when sent by certified mail (receipt requested), or by courier, or by hand delivery to the other party. Such notices shall be deemed to have been effective on the first business day following the day of such delivery.

m. Equitable Relief. The parties agree that a material breach of this Agreement adversely affecting MobileIron’s or its licensors’ intellectual property rights in Cloud Services or either party’s Confidential Information may cause irreparable injury to such party for which monetary damages would not be an adequate remedy and the non-breaching party shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law

n. Basis of the Bargain. Customer acknowledges and agrees that MobileIron has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.

[Signatures to follow]

Agreement 20100106.054.S.001.A.006

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE BY THEIR DULY AUTHORIZED

REPRESENTATIVES EXECUTED THIS AGREEMENT.


MOBILEIRON, INC.
				Customer Formal Company Name


Signature				Signature


Name (Print)				Name (Print)


Title				Title

000 Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxx, XX 00000


Address (principal place of business)				Address (principal place of business)

				Effective Date:

Agreement 20100106.054.S.001.A.006

EXHIBIT A

Maintenance, Support, and Service Levels (“SLA”)

I. Service Levels. Subject to the terms of this Agreement, MobileIron agrees to (a) use commercially reasonable efforts to make the Cloud Services (excluding the offline Software components) available 24 hours a day, 7 days a week, except for: (i) planned downtime (which MobileIron shall schedule to the extent practicable weekdays 9 pm to 12 am Pacific time or on weekends), or (ii) any unavailability caused by circumstances beyond MobileIron’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving MobileIron employees), or Internet service provider failures or delays.

II. Maintenance Services. Subject to the terms of this Agreement, MobileIron agrees to provide Customer all updates, upgrades, maintenance releases, bug fixes to the Software, to the extent applicable to the Cloud Services purchased by Customer, to the extent created and generally released by MobileIron without additional charge to other MobileIron customers who have purchased a subscription to such Cloud Services.

III. Limitations. Notwithstanding any of the foregoing, MobileIron shall be responsible only for correcting errors in the Cloud Services (including Software). Services described in this Agreement (including Cloud Services and Ancillary Services) do not include, and MobileIron shall not be responsible for, matters beyond MobileIron’s reasonable control, or for any failure due to Customer, Customer Affiliates or Customer Representative or their respective equipment or hardware or devices or the network, including failures due to (a) abuse or misuse of Cloud Services (or any component thereof) or (b) use or maintenance of the Cloud Services (or any component thereof) in a manner not conforming to the requirements described in the Documentation or in the Agreement, or (c) use of Software (or any component thereof) on unsupported platform, equipment or hardware or devices or (d) modifications or alterations to the Software by Customer or Customer Representatives. MobileIron makes no representations or warranties regarding data transmissions over the Internet. MobileIron’s obligations stated herein shall apply only to the most current release of the Software and the prior release. If MobileIron agrees to remedy any errors or problems not covered by the terms of this SLA, MobileIron may perform such work at its then-current standard time and material rates.

IV. Support Services. Customer acknowledges that Authorized Reseller shall be responsible for providing all support for Cloud Services to Customer, including without limitation Tier 1, Tier 2, and Tier 3 support, unless Customer purchases Premium support directly from MobileIron.

Agreement 20100106.054.S.001.A.006

EXHIBIT B

Hardware Warranty

Hardware Limited Warranty. If Customer has ordered and received MobileIron Hardware from MobileIron or an Authorized Reseller of MobileIron Hardware, then MobileIron warrants that for a period of twelve (12) months from the date of shipment of the MobileIron Hardware to Customer (but in case of resale by an Authorized Reseller, not to exceed more than fifteen (15) months from original shipment date by MobileIron), that the Hardware will be free from defects in material and workmanship under normal use. The date of shipment of MobileIron Hardware by MobileIron is set forth on the packaging material in which the Hardware is shipped. This limited warranty extends only to Customer. Customer’s sole and exclusive remedy and the entire liability of MobileIron and its suppliers under this limited warranty will be, at MobileIron’s or its service center’s option, to repair the MobileIron Hardware or, if repair is not possible, to replacement of the MobileIron Hardware within the warranty period and according to the RMA procedures described below (the “RMA Procedures”), MobileIron replacement parts used in MobileIron Hardware replacement may be new or reconditioned/ refurbished (like new). MobileIron’s obligations hereunder are conditioned upon the return of affected MobileIron Hardware in accordance with MobileIron’s or its service center’s then-current RMA Procedures.

RMA Procedures: During the warranty period specified above:

(a) Reporting. Customer shall report suspected malfunctions of the MobileIron Hardware supplied by MobileIron (if any) via email or via phone, and cooperates with MobileIron in its investigation to determine if the MobileIron Hardware fails to meet the specifications for such hardware (“Defective”).

(b) RMA Procedure for Defective MobileIron Hardware. If the MobileIron Hardware is Defective, MobileIron will issue Customer a Return Material Authorization (“RMA”) number. Customer will ship the Defective MobileIron Hardware to the address specified by MobileIron, freight prepaid at MobileIron’s cost. MobileIron will ship Customer replacement MobileIron Hardware with freight prepaid for next business day delivery in the United States, unless otherwise mutually agreed by the parties. For all other countries, replacement MobileIron Hardware shall be shipped priority delivery after the RMA number has been issued; please contact MobileIron support for the method and timing of such shipment. In order for MobileIron to be able to ship next business day, the RMA number must be issued no later than 1:00 p.m. P.S.T. during MobileIron’s normal business hours. As a condition of MobileIron shipping Customer the replacement MobileIron Hardware prior to Customer returning the Defective MobileIron Hardware, Customer must agree to return the Defective MobileIron Hardware to MobileIron within fifteen (15) business days or Customer will be invoiced for the replacement MobileIron Hardware at MobileIron’s then-current list price and Customer agrees to pay such invoice within thirty (30) days of the invoice date. All returned MobileIron Hardware will be the property of MobileIron once MobileIron delivers the replacement MobileIron Hardware to Customer. Replacement MobileIron Hardware may be new, reconditioned/refurbished (like new). MobileIron may in its sole discretion modify the MobileIron Hardware at no cost to Customer to improve its reliability or performance.

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Amendment 7

20100106.054.S.001.A007

Supplement

20100106.054.S.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.S.001.A.007

Amendment 7 to Supplement 1 to AT&T-Mobile Iron Resale Agreement

This Amendment 7 to Supplement 1, effective on the date when signed by the last Party (“Amendment Effective Date”), hereby amends Supplement 1 (Agreement No. 20100106.054.S.001) (the “Supplement”) to AT&T-Mobile Iron Resale Agreement effective April 22, 2010, as previously amended (Agreement No. 20100106.054.C) (the “Agreement”), by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.” In the event there is a conflict between the terms of this Amendment 7 and the terms of the Agreement, the terms of this Amendment 7 will control. All capitalized terms not otherwise defined in this amendment shall have the meanings assigned to them in the Supplement or the Agreement.

RECITALS

A.	Supplier and AT&T are Parties to the Agreement under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

B.	The Parties entered into the Supplement to provide for certain Supplier’s products to be sold to Customers through AT&T Mobility LLC II or any of its Affiliates pursuant to Orders (“AMA program”).

THEREFORE, AT&T and Supplier agree as follows:

1.	The Parties hereby update Appendix F to Amendment 4 to Supplement 1 of the Agreement to include the additional Identified Government Contract set forth in Attachment 1.

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

Agreement 20100106.054.S.001.A.007

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx X. Xxxxxxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxx X. Xxxxxxxxx	Printed Name:	Xxxxxx Xxxxxxx

Title:	VP Legal	Title:	Senior Contract Manager

Date:	August 28, 2012	Date:	August 29, 2012

Agreement 20100106.054.S.001.A.007

Attachment 1


Government Customer	Identified Government Contract	Date Provided to Supplier	Exclusions
State of New York	State of New York Comprehensive Telecommunications Services Xxxxxxxx	Xxxxx 00, 0000	Xxxx.

BLANK PAGE

Amendment 8

20100106.054.S.001.A008

Supplement

20100106.054.S.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.S.001.A.008

Amendment 8 to Supplement 1 to AT&T-Mobile Iron Resale Agreement

This Amendment 8 to Supplement 1, effective on the date when signed by the last Party (“Amendment Effective Date”), hereby amends Supplement 1 (Agreement No. 20100106.054.S.001) (the “Supplement”) to AT&T-Mobile Iron Resale Agreement effective April 22, 2010, as previously amended (Agreement No. 20100106.054.C) (the “Agreement”), by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.” In the event there is a conflict between the terms of this Amendment 8 and the terms of the Agreement, the terms of this Amendment 8 will control. All capitalized terms not otherwise defined in this amendment shall have the meanings assigned to them in the Supplement or the Agreement.

RECITALS

A.	Supplier and AT&T are Parties to the Agreement under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

B.	The Parties entered into the Supplement to provide for certain Supplier’s products to be sold to Customers through AT&T Mobility LLC II or any of its Affiliates pursuant to Orders (“AMA program”).

C.	The Parties wish to amend the Supplement to expand the scope of the Supplement to enable AT&T to sell to Customers MobileIron Docs@Work.

THEREFORE, AT&T and Supplier agree as follows:

1.	Appendix A., Description of Supplier Materials and/or Services, is hereby amended and added to the Supplement to read as set forth in Appendix A attached hereto.

Appendix B., Supplier’s Price(s), is hereby amended and added to the Supplement to read as set forth in Appendix B attached hereto.

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

Agreement 20100106.054.S.001.A.008

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx X. Xxxxxxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxxxxx X. Xxxxxxxxx	Printed Name:	Xxxxxx Xxxxxxx

Title:	VP Legal	Title:	Sr. Contract Mgr.

Date:	September 18, 2012	Date:	09/18/12

Agreement 20100106.054.S.001.A.008

Appendix A., Description of Supplier Materials and/or Services

Supplier shall provide the following Materials and/or Services:


Software SKU Number		Description
MI-DAW-ANY-PERP		MobileIron Docs@Work Software License
MI-DAW-ANY-12		MobileIron Docs@Work Subscription with Premium Support -12 month term


Services & Accessories SKU Number		Description
MI-DAWCUSTCARE-ANY		MobileIron Annual Standard Support and Maintenance (6 AM-6 PM PST Mon-Fri) for Docs@Work
MI-DAWCUSTCARERENEW-ANY		MobileIron Annual Standard Support and Maintenance Renewal for Docs@Work
MI-DAWCUSTCAREPREMIUM-ANY		MobileIron Annual Premium Support and Maintenance (24x7) for Docs@Work
MI-DAWCUSTCAREPREMIUMRENEW-ANY		MobileIron Annual Premium Support and Maintenance Renewal for Docs@Work
MI-PSADVANCED-ANY		Remote Advanced Implementation Services
MI-CUSTCAREPREMIUM-ANY		MobileIron Annual Premium Support and Maintenance (24 x 7) for MobileIron On-Premise solutions.

Docs@Work is a software product created by MobileIron that works with MobileIron’s Virtual Smartphone Platform (VSP) and MobileIron’s Advanced Connected Cloud solutions. MobileIron Docs@Work is intended to protect email attachments targeted specifically to the storage of documents, and it is intended to provide secure transport, viewing, local storage, and data wiping of email attachments. Docs@Work applies the same controls to documents from SharePoint. Features of Docs@Work include the ability to view documents, store documents on the device, selectively wipe documents on the device if the device is compromised or “jailbroken,” and prevent email distribution of certain secure documents.

The Remote Advanced Implementation Services offering is a remote offering which is intended to provide Customer with access to an experienced Professional Services Engineer to assist Customer in installing the MobileIron Software solution in up to two environments of Customer’s choice. The following activities are included within the scope of the Remote Advanced Implementation Services: 1 project kickoff call, 2 requirements gathering discussions, basic policy set up, system testing, 2 x 2-hour knowledge transfer sessions, and 1-hour Q&A and Customer-driven discussion.

Agreement 20100106.054.S.001.A.008

Appendix B, Supplier’s Price(s) to AT&T, is hereby amended and added to the Supplement as attached hereto.


Software SKU Number	Description	AT&T Cost
MI-DAW-ANY-PERP	MobileIron Docs@Work Software License	[* * *]
MI-DAW-ANY-12	MobileIron Docs@Work Subscription with Premium Support - 12 month term	[* * *]

Services & Accessories SKU Number	Description	AT&T Cost
MI-DAWCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6 AM-6 PM PST Mon-Fri) for Docs@ Work	[* * *]
MI-DAWCUSTCARERENEW-ANY	MobileIron Annual Standard Support and Maintenance Renewal for Docs@Work	[* * *]
MI-DAWCUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Docs@Work	[* * *]
MI-DAWCUSTCAREPREMIUMRENEW-ANY	MobileIron Annual Premium Support and Maintenance Renewal for Docs@Work	[* * *]
MI-PSADVANCED-ANY	Remote Advanced Implementation Services	[* * *]
MI-CUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24 x 7) for MobileIron On-Premise solutions.	[* * *]

BLANK PAGE

Amendment 9

20100106.054.S.001.A.009

Supplement

20100106.054.S.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.S.001.A.009

Amendment 9 to Supplement 1 to AT&T-Mobile Iron Resale Agreement

This Amendment 9 to Supplement 1, effective on the date when signed by the last Party (“Amendment Effective Date”), hereby amends Supplement 1 (Agreement No. 20100106.054.S.001) (the “Supplement”) to AT&T-Mobile Iron Resale Agreement effective April 22, 2010, as previously amended (Agreement No. 20100106.054.C) (the “Agreement”), by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.” In the event there is a conflict between the terms of this Amendment 9 and the terms of the Agreement, the terms of this Amendment 9 will control. All capitalized terms not otherwise defined in this amendment shall have the meanings assigned to them in the Supplement or the Agreement.

RECITALS

A.	Supplier and AT&T are Parties to the Agreement under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

B.	The Parties entered into the Supplement to provide for certain Supplier’s products to be sold to Customers through AT&T Mobility LLC II or any of its Affiliates pursuant to Orders (“AMA program”).

The Parties wish to amend the Supplement to expand the scope of the Supplement to enable AT&T to sell to Customers additional Supplier products including MobileIron AppConnect, MobileIron AppTunnel, and the bundles listed in Appendix B.

THEREFORE, AT&T and Supplier agree as follows:

1.	Appendix A., Description of Supplier Materials and/or Services, is hereby amended and added to the Supplement to read as set forth in Appendix A attached hereto.

Appendix B., Supplier’s Price(s), Prior Supplier pricing for the US is deleted in its entirety and replaced with the matrix in Appendix B.

Section 3.5 (c)(3) of the Agreement is, effective for all Orders accepted after the Amendment Effective Date, deleted and replaced with:

For Terminations of an Order effective after the shipment or Delivery date, AT&T may, to the extent provided below, return Materials for credit against Supplier’s invoice in the amounts mutually agreed to by the Parties. [* * *] Where Standard Software is licensed on a perpetual basis, AT&T shall have no right to unilaterally Terminate an Order for convenience after the shipment or Delivery date; where the Parties mutually agree to Terminate an Order for Standard Software licensed on a perpetual basis after the shipment or Delivery date due to order or administrative errors, the parties will mutually agree on an appropriate amount.

Agreement 20100106.054.S.001.A.009

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx X. Xxxxxxxxx	By:	/s/ Xxxxxxx Xxxxxxxx

Printed Name:	Xxxxxxx X. Xxxxxxxxx	Printed Name:	Xxxxxxx Xxxxxxxx

Title:	VP Legal	Title:	Director

Date:	Nov. 15, 2012	Date:	15 Nov 2012

Agreement 20100106.054.S.001.A.009

Appendix A., Description of Supplier Materials and/or Services

Supplier shall provide the following Materials and/or Services:

Appendix A., Description of Supplier Materials and/or Services

MobileIron AppConnect

MobileIron AppConnect containerizes apps to protect app data-at-rest without touching personal data. The purpose is for each app to become a secure container whose data is encrypted, protected from unauthorized access, and removable. Because each user has multiple business apps, each app container is also connected to other secure app containers. This allows the sharing of policies like app single sign-on and the sharing of data like documents. All app containers are connected to MobileIron for policy management.

The purpose of MobileIron AppConnect is to create a secure app container through either an SDK and wrapper for iOS or a wrapper for Android. This container is connected to other secure app containers and to the MobileIron console for ongoing management. The features may include:

•

Authentication: Confirm identity through domain username and password or certificates so only approved users can access business apps

•

Single sign-on: Enforce time-based app-level sign-on across app containers

•

Authorization: Allow or block app usage or storage based on device posture

•

Configuration: Silently configure personalized settings such as user name, server name, and custom attributes without requiring user intervention

•

Encryption: Ensure that all app data stored on the device is encrypted

•

DLP controls: Set data loss prevention (DLP) policies, e.g., copy/paste, print, and open-in permissions. so sensitive data doesn’t leave the container

•

Dynamic policy: Update app policies dynamically

•

Reporting: Provide app usage statistics

•

Selective wipe: Remotely wipe app data without touching personal data

MobileIron AppTunnel

The purpose of MobileIron AppTunnel is to provide secure tunneling and access control to protect app data-in-motion without requiring VPN. AppTunnel may provide granular, app-by-app session security to connect each app container to the corporate network. It builds upon the proven MobileIron Sentry technology.

Agreement 20100106.054.S.001.A.009

The purpose of MobileIron AppTunnel is to provide tunneling and access control to protect app data-in-motion without requiring VPN. AppTunnel provides several layers of security. The features may include:

•

Unique connection: Establish for only authorized apps, users, and devices

•

Certificate-based session authentication: Prevent man-in-the-middle attacks

Agreement 20100106.054.S.001.A.009

Appendix B, Supplier’s Price(s) to AT&T, All prior Supplier pricing tables for the US are deleted and replaced with the following:

AT&T Americas On-Premise Price

List in USD


	Core Product: Choose perpetual or subscription
MobileIron Advanced Management

*SKU Number*	*Description⁽⁵⁾*	*Cost to AT&T*
MI-AM-ANY-PERP	MobileIron Advanced Management Software License - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]
MI-AM-ANY-12	MobileIron Advanced Management Subscription with Premium Support - 12 month term - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]
Product Options: Choose perpetual or subscription
MobileIron Docs@Work

*SKU Number*	*Description⁽⁶⁾*	*Per device^(1,7)*
MI-DAW-PERP	MobileIron Docs@Work Software License	[* * *]
MI-DAW-12	MobileIron Docs@Work Subscription with Premium Support - 12 month term	[* * *]
MobileIron AppConnect

*SKU Number*	*Description⁽⁹⁾*	*Per device^(1,7)*
	MobileIron AppConnect Software License	[* * *]
	MobileIron AppConnect Subscription - 12 month term	[* * *]
MobileIron AppTunnel
	MobileIron AppTunnel Software License	[* * *]
	MobileIron AppTunnel Subscription - 12 month term	[* * *]

Agreement 20100106.054.S.001.A.009


Product Bundles: Choose perpetual or subscription
MobileIron Advanced Management & Docs@Work Bundle

*SKU Number*	*Description⁽⁶⁾*	*Per device⁽¹⁾*
MI-AMDAW-PERP	MobileIron Advanced Management and Docs@Work Software License	[* * *]
MI-AMDAW-12	MobileIron Advanced Management and Docs@Work Subscription with Premium Support -12 month term	[* * *]
MobileIron Advanced Management and AppConnect and AppTunnel Bundle

	MobileIron Advanced Management and AppConnect and AppTunnel Software License	[* * *]
	MobileIron Advanced Management and AppConnect and AppTunnel with Premium Support - 12 month term	[* * *]
MobileIron Advanced Management and AppConnect and AppTunnel and Docs@Work Bundle

	MobileIron Advanced Management and AppConnect and AppTunnel and Docs@Work Software License	[* * *]
	MobileIron Advanced Management and AppConnect and AppTunnel and Docs@Work with Premium Support - 12 month term	[* * *]
Hardware
MobileIron M2100 Hardware Appliance

*SKU Number*	*Description*	*Per Appliance*
	M2100 Hardware Appliance (Single CPU, 4 cores 16GB RAM, dual 250GB hard disks)	[* * *]
XxxxxxXxxx X0000 Hardware Appliance

*SKU Number*	*Description*	*Per Appliance*
	M2500 Hardware Appliance (2 CPU sockets, 16 cores, 64GB RAM, four 600 GB 6GB/s SAS drives in RAID 10 array, redundant powers supplies and fans)	[* * *]

Agreement 20100106.054.S.001.A.009


Support and Professional Services
MobileIron Support Services - Advanced Management

*SKU Number*	*Description⁽¹⁰⁾*	*Per service⁽⁴⁾*
MI-CUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management Software License	[* * *]
MI-CUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management Software License	[* * *]

MobileIron Support Services - Docs@Work

*SKU Number*	*Description⁽¹⁰⁾*	*Per service*
MI-DAWCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Docs@Work Software License	[* * *]
MI-DAWCUSTCAREPREMIUM- ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Docs@Work Software License	[* * *]

MobileIron Support Services - Advanced Management and Docs@Work Bundle

*SKU Number*	*Description⁽¹⁰⁾*	*Per service⁽⁴⁾*
Ml-AMDAWCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management and Docs @Work Bundle Software License	[* * *]
MI- AMDAWCUSTCAREPREMIUM- ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management and Docs@Work Bundle Software License	[* * *]

MobileIron Support Services - Advanced Management and AppConnect and AppTunnel

	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management and AppConnect and AppTunnel Bundle Software License	[* * *]
	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management and AppConnect and AppTunnel Software License	[* * *]

MobileIron Support Services - Advanced Management and AppConnect and AppTunnel and Docs@Work

	MobileIron Annual Standard Support and Maintenance (6AM-6PM_.PST Mon-Fri) or	[* * *]

Agreement 20100106.054.S.001.A.009


	Advanced Management and AppConnect and AppTunnel and Docs@Work Bundle Software License	[* * *]
	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management and AppConnect and AppTunnel Software and Docs@Work Bundle Software License	[* * *]

MobileIron Support Services - AppConnect

	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for AppConnect Software License	[* * *]
	MobileIron Annual Premium Support and Maintenance (24x7) for AppConnect Software License	[* * *]

MobileIron Support Services - AppTunnel

	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for A I *Tunnel Software License	[* * *]
	MobileIron Annual Premium Support and Maintenance (24x7) for AppTunnel Software License	[* * *]

MobileIron Professional Services

*SKU Number*	*Description*	*Per service*
MI-SETUP-ANY	Professional Services - Install (core functionality, simple setup)	[* * *]
MI-TRN-ANY	Professional Services - Training (technical product review)	[* * *]
MI-PS-ANY	Professional Services - Custom scope (e.g. multi-site or SCEP installs, follow-on services)	[* * *]
MI-PS-BASIC-ANY	Professional Services - Install (core functionality + Sentry HA)	[* * *]
MI-PSADVANCED-ANY	Professional Services - Install (core functionality + Sentry HA + VSP backup/restore or VSP HA	[* * *]
MI-PSPREMIUMPLUS-ANY	PremiumPlus Services and Strategic Account Management (annual fee)⁽⁸⁾	[* * *]

Notes:

(1)

[* * *]

(2)	Requires one license for every device under MobileIron management

(3)	Does not Include shipping and handling

(4)	Calculated as a % of software license list price - only for perpetual pricing

Agreement 20100106.054.S.001.A.009

(5)	Android and iOS charged per device; BES integration for BlackBerry policy mgmt not priced separately

(6)	iOS only; Advanced Management and Docs@Work must use same licensing model perpetual or subscription

(7)	Requires purchase of Advanced Management

(8)	Must also have MobileIron Annual Premium Support and Maintenance

(9)	For policy management, customer must have purchased Advanced Management for other devices

(10)	Support levels must match across products purchased

AT&T Americas Connected

Cloud Price List in USD


	Core Service
MobileIron Basic Management	[* * *]	Cost to AT&T

*SKU Number*	*Description⁽⁵⁾*	*Per device⁽¹⁾*
MI-CLOUD-BM-ANY-12	MobileIron Connected Cloud Basic Management Subscription with Premium Support - 12 month term - includes MDM, MAM, and Security with zero on-premise footprint	[* * *]
MI-CLOUD-BM-ANY-12- RENEW	MobileIron Connected Cloud Basic Management Subscription with Premium Support - 12 month term renewal	[* * *]

MobileIron Advanced Management

*SKU Number*	*Description⁽⁵⁾*	*Per device⁽¹⁾*
MI-CLOUD-AM-ANY-12	MobileIron Connected Cloud Advanced Management Subscription with Premium Support - 12 month term - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]

Managed Hosted MDM

	MobileIron VSP from AT&T - Managed Hosted MDM Solution Subscription (per month per device registered )	[* * *]

Agreement 20100106.054.S.001.A.009


	Service Options
MobileIron Docs@Word

*SKU Number*	*Description⁽⁵⁾*	*Per device^(1,2)*
Ml-CLOUD-DAW-12	MobileIron Connected Cloud Docs@Work Subscription with Premium Support - 12 month term	[* * *]
MobileIron AppConnect

	MobileIron AppConnect Subscription with Premium Support-12 month term	[* * *]
MobileIron AppTunnel

	MobileIron AppTunnel Subscription with Premium Support - 12 month term	[* * *]

	Service Bundles
MobileIron Advanced Management & Docs@Work Bundle

*SKU Number*	*Description⁽⁵⁾*	*Per device⁽⁷⁾*
Ml-CLOUD-AMDAW-12	MobileIron Connected Cloud Advanced Management and Docs@Work Subscription with Premium Support - 12 month term	[* * *]
MobileIron Support Services - Advanced Management and AppConnect and AppTunnel Bundle

	MobileIron Connected Cloud Advanced Management and AppConnect and AppTunnel Subscription with Premium Support - 12 month term	[* * *]

Agreement 20100106.054.S.001.A.009


MobileIron Support Services - Advanced Management and AppConnect and AppTunnel and Docs@Work Bundle

	MobileIron Connected Cloud Advanced Management and AppConnect and AppTunnel and Docs@Work Subscription with Premium Support - 12 month term	[* * *]

	Support and Professional Services
MobileIron Professional Services

*SKU Number*	*Description*	*Per service*
MI-CLOUD-SETUP-ANY	Professional Services - Install (core functionality, simple setup)	[* * *]
MI-CLOUD-TRN-ANY	Professional Services - Training (technical product review)	[* * *]
MI-CLOUD-PS-ANY	Professional Services - Custom scope (e.g. custom or follow-on orders)	[* * *]
MI-CLOUD-PSBAS1C-ANY	Professional Services - Install (core functionality + Sentry HA)	[* * *]
MI-PSPFIEMIUMPLUS-ANY	PremiumPlus Services and Strategic Account Management (annual fee)	[* * *]

Notes:

(1)

[* * *]

(2)	Requires one license for every device under MobileIron management

(3)	Does not include shipping and handling

(4)	Calculated as a °A, of software license list price - only for perpetual pricing

(5)	Android and IOS charged per device; BES integration for BlackBerry policy mgmt not priced separately

(6)	iOS only -; Advanced Management and Docs @Work must use same licensing model -perpetual or subscription

(7)	Requires purchase of Advanced Management

(8)	Must also have MobileIron Annual Premium Support and Maintenance

(9)	For policy management, customer must have purchased Advanced Management for other devices

(10)	Support levels must match across products purchased

Amendment 10

20100106.054.S.001.A.010

Supplement

20100106.054.S.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement 20100106.054.S.001.A.010

Amendment 10 to Supplement 1 to AT&T-Mobile Iron Resale Agreement

This Amendment 10 to Supplement 1, effective on the date when signed by the last Party (“Amendment Effective Date”), hereby amends Supplement 1 (Agreement No. 20100106.054.S.001) (the “Supplement”) to AT&T-Mobile Iron Resale Agreement effective April 22, 2010, as previously amended (Agreement No. 20100106.054.C) (the “Agreement”), by and between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.” In the event there is a conflict between the terms of this Amendment 10 and the terms of the Agreement, the terms of this Amendment 10 will control. All capitalized terms not otherwise defined in this amendment shall have the meanings assigned to them in the Supplement or the Agreement.

RECITALS

A.	Supplier and AT&T are Parties to the Agreement No. 20100106.054.C under which AT&T is authorized to resell Supplier’s products to AT&T Customers.

B.	The Parties entered into the Supplement to provide for certain Supplier’s products to be sold to Customers through AT&T Mobility LLC II or any of its Affiliates pursuant to Orders (“AMA program”).

The Parties wish to amend the Supplement to expand the scope of the Supplement to enable AT&T to sell to Customers additional Supplier products including Web@Work as listed in Appendix A.

THEREFORE, AT&T and Supplier agree as follows:

1.	Appendix A., Description of Supplier Materials and/or Services, is hereby amended and added to the Supplement to read as set forth in Appendix A, attached hereto.

Appendix B., Supplier’s Price(s), is hereby added to the existing products, as listed in Appendix B, of Master Agreement, No. 20100106.054.C.

The terms and conditions of Agreement No. 20100106.054.C in all other respects remain unmodified and in full force and effect.

Agreement 20100106.054.S.001.A.010

AGREE TO by:


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxx X. Xxxxxxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxxxxx Xxxxxxxxx	Printed Name:	Xxxxxx Xxxxxxx

Title:	VP Legal	Title:	Sr. Contract Mgr

Date:	Feb. 27, 2013	Date:	Feb. 28, 2013

Agreement 20100106.054.S.001.A.010

Appendix A., Description of Supplier Materials and/or Services

The following product is added to Appendix A., Description of Supplier Materials and Services and the Supplier shall provide the added product:

Appendix A., Description of Supplier Materials and/or Services

The MobileIron Web@Work Enterprise Mobile Browser enables secure access to internal websites and web applications and helps protect both data-in-motion and data-at-rest on the device. It includes the following features:

•

Secure data-in-motion-Enterprise web traffic is tunneled through MobileIron Sentry for secure transport and access control. To comply with privacy laws required in some geographies, IT can enable split-tunnel configurations to allow external websites to bypass Sentry and IT visibility.

•

Browser-exclusive tunnel-IT can restrict access to only those internal web resources users require based on their group membership in the enterprise directory or other user and device characteristics. If the user or device falls out of compliance, the tunnel will be automatically blocked until the compliance issue is remediated. VPN is not required.

•

Containerized data-at-rest-Browser cache, cookies, history, and other website data are encrypted and subject to wipe depending on device compliance.

•

DLP controls-`Open In’ and Cut/Copy/Paste can be restricted to ensure that corporate data does not leak to unsecure applications.

•

User-based configuration-Utilize policies, users, roles, groups, and permissions already set in MobileIron to define and silently push Web@Work configuration, including unique browser ‘bookmarks” to internal corporate web resources based on the user’s role in the organization.

•

Enterprise-grade architecture-Web@Work leverages the MobileIron infrastructure.

Agreement 20100106.054.S.001.A.010

Appendix B, Supplier’s Price(s) to AT&T, is hereby added to the existing agreement:


CONNECTED CLOUD
*SKU Number*	*Description*	Cost to AT&T(annual)
MI-CLOUD-WAW-12	MobileIron Connected Cloud Web@Work Subscription with Premium Support - 12 month term	[* * *]
MI-CLOUD-AMWAW-12	MobileIron Connected Cloud Advanced Management and Web@Work Bundle Subscription with Premium Support - 12 month term	[* * *]
MI-CLOUD-AMPRE-12	MobileIron Connected Cloud Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle Subscription with Premium Support - 12 month term	[* * *]
ON PREMISE
*SKU Number*	*Description*	*Cost to AT&T* [* * *]
MI-WAW-PERP	MobileIron Web@ Work Software License	[* * *]
MI-WAW-12	MobileIron Web@Work Subscription with Premium Support - 12 month term	[* * *]
MI-AMWAW-PERP	MobileIron Advanced Management and Web@Work Bundle Software License	[* * *]
MI-AMWAW-12	MobileIron Advanced Management and Web@Work Bundle Subscription with Premium Support - 12 month term	[* * *]
MI-AMPRE-PERP	MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle Software License	[* * *]
MI-AMPRE-12	MobileIron Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle Subscription with Premium Support - 12 month term	[* * *]

Agreement 20100106.054.S.001.A.010


SUPPORT:
*SKU Number*	*Description*	Cost to AT&T (annual)
MI-WAWCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Web@Work Software License	[* * *]
Ml-WAWCUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Web@Work Software License	[* * *]
MI-AMWAWCUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management and Web@Work Bundle Software License	[* * *]
MI-AMWAWCUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management and Web@Work Bundle Software License	[* * *]
MI-AMPRECUSTCARE-ANY	MobileIron Annual Standard Support and Maintenance (6AM-6PM PST Mon-Fri) for Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle Software License	[* * *]
MI-AMPRECUSTCAREPREMIUM-ANY	MobileIron Annual Premium Support and Maintenance (24x7) for Advanced Management, AppConnect, AppTunnel, Web@Work and Docs@Work Bundle Software License	[* * *]

INTERNATIONAL SUPPLEMENT

20100106.054.S.002

INTERNATIONAL SUPPLEMENT

This International Supplement (“Supplement”) is incorporated by this reference into the Resale Agreement #20100106.054.C, as amended (“Agreement”) between

AT&T Services, Inc. (“Company” or “AT&T”), and

Mobile Iron, Inc., (“Supplier”).

Effective once signed by both Parties, this Supplement will remain in force for as long as the Agreement remains in force (“Supplement Term”).

Capitalized terms used but not defined in this Supplement have the meaning given them in the Agreement.

Original signatures transmitted and received via facsimile or electronic transmission of a scanned document, (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and bind the Parties to the same extent as that of an original signature. This Supplement may be executed in multiple counterparts, each of which constitutes an original, but which, together, constitute one document.


MOBILE IRON, INC.		AT&T SERVICES, INC.

/s/ Xxxxx Xxxxxxxxxx		/s/ Xxxxxxx Xxxxxxxxx

Name:	Xxxxx Xxxxxxxxxx	Name:	Xxxxxxx Xxxxxxxxx

Title:	Director of Revenue	Title:	Senior Contract Manager

Date:	October 18, 2012	Date:	10-19-12

Page 1 of 32

INTERNATIONAL SUPPLEMENT

20100106.054.S.002

1.	INTRODUCTION

1.1

Scope. This Supplement sets forth the terms and conditions for any combination of (i) Software, Company elects to order from Supplier from time to time for delivery to and/or performance in a Project Country and (ii) Tier 2 Support Services (defined below) to be provided by Supplier to Company in connection with Customers’ purchase of support and maintenance services for the Software (“International Transactions”). The Software and Tier 2 Support Services which are included within the scope of this Supplement are described in Schedule B. NOTE: This Supplement extends to United States territories (comprised of American Samoa, Guam, US Virgin Islands) and United States Commonwealth jurisdictions (comprised of the Northern Mariana Islands and Puerto Rico), which are treated, for purposes of International Transactions, as non-US jurisdictions and part of the Project Countries.

1.2

Schedules. The Parties’ performance of International Transactions will be in accordance with this Supplement and with the following Schedules incorporated by this reference. A Schedule that is a form or template becomes effective on completion and, where applicable, execution by the Parties.


SCHEDULE A:		Project Countries
SCHEDULE B:		Software and Price List; Tier 2 Support Services
SCHEDULE C:		Data Protection

1.3

Affiliates. Company Affiliates identified in Schedule A have the right to place International Transactions Orders with Supplier. Accordingly, references in this Supplement to “Company” as well as to “Party” and “Parties” will be deemed, as appropriate, to apply to the Affiliates that become parties to an Order. Company represents and warrants that each Company Affiliate which places International Transactions Orders with Supplier has agreed in writing to be bound by all the applicable terms of the Agreement and all the terms of this Supplement (collectively, the “Applicable Terms”), and that Supplier shall have the right to enforce the Applicable Terms directly against such Company Affiliate.

1.4

Order of Priority. Except when this Supplement specifies otherwise, its terms and conditions are in addition to those in the Agreement. Inconsistencies or contradictions in provisions applicable to International Transactions are subject to the following descending order of priority: Order, Schedule, Supplement, Agreement.

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1.5

Orders Placed Through AT&T Mobility LLC Il. With respect to Orders for Software sold through AT&T Mobility LLC II or any of its Affiliates for any Project Country, the terms of Supplement 1 to the Agreement, dated as of or about November 8, 2010, as amended (“Supplement 1”), shall also apply. In the event of a conflict or inconsistency between this Supplement and Supplement 1, this Supplement shall prevail and control.

1.6

No Services Provided to Customers. Notwithstanding anything in the Agreement or Supplement 1, Company understands and agrees that with respect to any Orders for the Project Countries, Supplier will not provide any Services to Customers, except to the extent expressly agreed by Supplier and Company in the applicable Order or otherwise agreed by the Parties in writing, on a case-by-case basis. Company will be responsible to provide Services to Company’s Customers, either directly, through its Affiliates, or via any third-party resellers of MobileIron authorized to provide Services for the Software with which Company contracts to provide such Services to its Customers.

1.7

Tier 2 Support Services. Notwithstanding anything in the Agreement or Supplement 1, Company understands and agrees that with respect to any Orders for the Project Countries: (a) Supplier will not provide any Maintenance or technical support services of any kind directly to Customers, and (b) Supplier will provide only the “Tier 2 Support Services” described in Schedule B, solely from the United States, solely to Company (and not to its Affiliates or any Customers) in connection with Customers’ purchase from Company of support and maintenance services for the Software. Company will be responsible to provide, and shall provide, first line support services described in Schedule B (“Tier 1 Support Services”) to Company’s Customers, either directly, through its Affiliates, or via any third-party resellers of MobileIron authorized to provide Tier 1 Support Services for the Software with which Company contracts to provide such Services to its Customers.

2.	DEFINITIONS

“Customer” means the third party to which Company resells licenses to the Software for such third party’s use only and not for resale, to which Supplier licenses Software.

“Laws,” when used in connection with International Transactions, means the international, national, regional, provincial, and local laws, regulations, and administrative pronouncements (each as amended from time to time) which apply to Software and/or Services. “Laws” includes, in particular, applicable bilateral and multilateral tax treaties but not the United Nations Convention on Contracts for the International Sale of Goods, which shall not apply to the International Transactions.

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“Permit,” as it pertains to Supplier, means the licenses and/or permits required by US laws for the export by Supplier of the Software from the US to Company, its Affiliates or the applicable Customer (where Supplier delivers directly to the Customer) in the Project Countries (including encryption technology, if any, that is a part thereof); and, as it pertains to Company and its Affiliates, means the license and/or permits required by Law for the import, re-export and use of the Software and Services in, from or to the Project Countries.

“Project Country” means the country that is not the US, which is specified in an Order, and in which is located the Site to which Software is ultimately delivered and/or used. As used in this Supplement, “Project Countries” are limited to the countries, the US territories and the US Commonwealth jurisdictions specified in Schedule A.

“Site” means the Company or Customer location in a Project Country, specified in an Order, to which Supplier will ultimately deliver Software, and at which Company or Customer will use the Software.

3.	ORDERS, DELIVERY, PRICES AND PAYMENT

This Section states the terms for Orders, invoices, prices and payments in connection with Software destined for Project Countries, as well as prices applicable to the Tier 2 Support Services to be provided by Supplier to Company in connection with Customers’ purchase of support and maintenance services for the Software.

3.1

Orders

3.1.1

General. Orders will be placed solely with the US entity of the Supplier and will specify the respective Company Affiliate and Supplier (a US entity) as parties. Orders will specify the Software to be delivered, each Site, the Customer, and such other information reasonably necessary for Supplier to deliver and perform. Orders will become binding upon the parties thereto upon both Parties’ execution of such Orders. With respect to Orders submitted by Company’s Affiliates, Company will appoint a single individual, who will be the primary point of contact between Supplier and such Affiliates, who shall submit all such Orders to Supplier on behalf of all such Affiliates, and who shall be the authorized representative of all such Affiliates for purposes of all communications between Supplier and such Affiliates with respect to all matters relating to such Orders. Company shall provide to Supplier prior written notice of any change of such individual.

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3.1.2

Prohibited Orders. Company and its Affiliates will not submit Orders for Software that include(s) encryption technology destined for a Project Country whose Laws prohibit the importation, re-exportation, maintenance, or use of encryption technology.

3.2

Prices and Discounts. The prices applicable to the Software (including the prices charged for Tier 2 Support Services) to Company are set forth in Schedule B, except to the extent that other prices for the Software are expressly specified in Orders agreed and executed by the Parties.

3.3

Invoicing & Payment

3.3.1

Invoices. Supplier’s invoices to Company will itemize the Software and Tier 2 Support Services. All charges will be invoiced, and all payments will be made to Supplier, in US Dollars.

3.3.2

Withholding Taxes. If Company or its Affiliates, as applicable, are required by Law to deduct or withhold any taxes, levies, imposts, fees, assessments, deductions or charges from or in respect of any amounts payable hereunder to Supplier (“Withholding Taxes”), (a) Company or its Affiliates shall pay the relevant taxation authority the minimum amounts necessary to comply with the applicable Law prior to the date on which interest or penalty is attached thereto, and (b) the amounts payable hereunder shall be increased as may be necessary so that after Company or its Affiliates makes all required deductions or withholdings, Supplier shall receive amounts equal to the amounts it would have received had no such deductions or withholdings been required. The Parties will reasonably cooperate to minimize any applicable Withholding Taxes.

3.3.3

Sales Taxes. Company or its Affiliates, as applicable, will be responsible for, and shall pay, all applicable sales, use, excise, value-added, customs, duties and similar taxes (and any penalties or interest associated with any of the foregoing) (collectively, “Sales Taxes”) arising from: (a) the sale of the Software by Supplier to Company or its Affiliates (other than taxes assessed on Supplier’s net income) and the delivery of the Software by Supplier to Company, its Affiliates or the Customer, as applicable, and (b) the resale of licenses to the Software to Customers by Company or its Affiliates in the Project Countries. The Parties will reasonably cooperate to minimize any applicable Sales Taxes.

3.3.4

Shipping. Unless otherwise mutually agreed, all Software will be delivered electronically by Supplier. Company or its Affiliates, as applicable, shall pay all applicable shipping charges for the Software to the extent that such Software is not delivered electronically by Supplier.

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4.	COMPLIANCE WITH LAWS

4.1

Compliance with Law. Without limiting the generality of the Parties’ respective obligations under Section 3.6 of the Agreement with respect to compliance with laws, (a) Supplier, at its expense, will comply with all Laws which Supplier is subject to and which relate directly to Supplier’s performance under this Supplement, and (b) Company and its Affiliates will comply with all Laws which Company or its Affiliates are subject to and which relate directly to Company’s or its Affiliate’s performance under this Supplement, including the resale of the Software and the provision of first line or tier 1 support services to Customers and the Laws set forth below.

4.2

Data Privacy & Data Retention. To the extent applicable to each Party, Supplier and Company (and its Affiliates) will comply with the Laws governing the collection, retention, storage, transmission, use and protection against unauthorized disclosure of personal data, including the Laws of the European Union member states pursuant to EU Directives 95/46/EC and 2002/58/EC on data privacy, and EU Directive 2006/24/EC on data retention. Without limiting the generality of the foregoing, Supplier and Company (and its Affiliates) will comply, in particular, with the terms set forth in Schedule C, “Data Protection.”

4.3

Encryption. Supplier will comply with Laws governing the export by Supplier from the US, including US export laws governing the export by supplier of encryption technology (if any) contained In Software to and for use within the Project Countries, including Laws governing the control of exports of dual-use items and technology from the US to the Project Countries. Supplier’s obligation under this section includes the procuring and maintaining of Permits required for the exportation by Supplier from the US of encryption technology, if any, contained within the Software. Company (and its Affiliates) will comply with Laws governing the import, re-export and use of encryption technology (if any) contained in the Software or Services within, from or to the Project Countries, including Laws governing the control of exports of dual-use items and technology from the US into the Project Countries. Company’s (and its Affiliates’) obligation under this section includes the procuring and maintaining of Permits required for the importation of encryption technology, if any, contained within the Software and Services into the Project Countries.

4.4

Foreign Corrupt Practices. Supplier and Company (and its Affiliates) will comply with the US Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq), as modified by the International Anti-Bribery and Fair Competition Act of 1998 (Pub.L. 105-366, 112 Stat. 3302, enacted November 10, 1998), which implements the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions

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(“FCPA”). In particular, Supplier will comply with FCPA prohibitions on payments, or the giving — directly or indirectly — of anything of value by a United States company or a company that issues United States securities, to an official of a non-U.S. government or other forbidden recipients for the purpose of influencing an act or decision in the official’s or recipient’s capacity, or inducing such persons to influence the non-US government, to assist a company in obtaining or retaining business. Supplier will use no part of its compensation for any purpose that could constitute a violation of the FCPA. Company does not desire, and will not request, any action by Supplier that would constitute a violation of the FCPA.

4.5

Permits. At its expense, each of Supplier and Company (and its Affiliates) will obtain, maintain, and remain in compliance with, Permits. Each Party will promptly (i) notify the other Party in writing if such Party falls out of compliance with a Permit; and (ii) remedy the noncompliance.

5.	WARRANTIES

5.1

For Software that Supplier represents as not containing encryption technology, but which comprises or contains “dual-use items” as defined by EU Regulation (EC) No. 428/2009 for EU member states and by the analogous regulations of other, non-EU countries: Supplier warrants that, at any time on Company’s request, Supplier will provide the Software classification information necessary for Company to implement the trade compliance controls that apply to the exportation of “dual-use items.”

5.2

For Software that contains encryption technology, Supplier warrants that it has obtained the Permit(s) to export that Software from its country of origin.

[End of International Supplement]

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SCHEDULE A

PROJECT COUNTRIES AND COMPANY AFFILIATES

(IN WHICH AT&T IS AUTHORIZED BY SUPPLIER TO RESELL SOFTWARE)

PROJECT COUNTRIES


APAC	EMEA

JAPAN	BELGIUM	IRELAND	UNITED KINGDOM
AUSTRALIA	MAURITIUS	LUXEMBOURG	SWEDEN
	FRANCE	NETHERLANDS	SWITZERLAND
	GERMANY

COMPANY AFFILIATES

UK: AT&T Global Network Services (UK) BV

Ireland: AT&T Global Network Services Ireland Limited

France: AT&T Global Network Services France, SAS

Germany: AT&T Global Network Services Deutschland GmbH

Switzerland: AT&T Global Network Services Switzerland GmbH and AT&T international GmbH

Sweden: AT&T Global Network Services Sweden AB

Benelux (Belgium, Netherlands and Luxembourg): AT&T Global Network Services Belgium Luxembourg SPRL [Belgium company, operates in Luxembourg through its Luxembourg branch]

Japan: AT&T Japan KK, AT&T Japan LLC, AT&T Communications Services (Japan) Ltd.

Australia: AT&T Global Network Services Australia Pty. Limited

Mauritius: USi Services Holdings Private Limited

Schedule A

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SCHEDULE B

SOFTWARE AND SUPPORT SERVICES PRICE LIST

COMPANY’S TIER 1 SUPPORT OBLIGATIONS

SUPPLIER’S TIER 2 SUPPORT SERVICES

Software and Support Services Price List:

The following tables list the prices for the Software and Tier 2 Support Services payable by Company for the applicable Project Country (ies). If noted in the last column on each of the following tables (i.e., Separate Fee for Tier 2 Support Services), the provision of Tier 2 Support Services by Supplier for such Software will be subject to the payment by Company to Supplier of the applicable annual support and maintenance fee, which fee Is indicated In the applicable table below. For purposes of clarity, if a separate fee is not noted on the last column in each of the following tables, no support or maintenance fee is due for the provision of Tier 2 Support Services for the applicable Software.

EMEA:

The following prices apply to the Project Countries listed under EMEA on the table in Schedule A.


	EMEA Connected Cloud Price List in USD		Effective September 27, 2012
	CORE SERVICE
MobileIron Basic Management

*SKU Number*	*Description⁽¹⁾*	Cost to AT&T	Separate Fee for Tier 2 Support Services
MI-CLOUD-BM-ANY-12-E	MobileIron Connected Cloud Basic Management Subscription - 12 month term - includes MDM, MAM, and Security with zero on-premise footprint	[* * *]	[* * *]
MI-CLOUD-BM-ANY-12-RENEW-E	MobileIron Connected Cloud Basic Management Subscription - 12 month term renewal	[* * *]	[* * *]
MI-CLOUD-BM-ANY-DIRECT-12-E	MobileIron Connected Cloud Basic Management Subscription with Direct Premium Support from MobileIron - 12 month term - Includes MDM, MAM, and Security with zero on-premise footprint	[* * *]	[* * *]
MI-CLOUD-BM-ANY-DIRECT-12-RENEW-E	MobileIron Connected Cloud Basic Management Subscription with Direct Premium Support from MobileIron - 12 month term renewal	[* * *]	[* * *]

Schedule B

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MobileIron Advanced Management

*SKU Number*	*Description⁽¹⁾*		Separate Fee for Tier 2 Support Services
MI-CLOUD-AM-ANY-12-E	MobileIron Connected Cloud Advanced Management Subscription - 12 month term - Includes MDM, MAM, Security, Intelligent Gateway, and Enterprise integration	[* * *]	[* * *]
MI-CLOUD-AM-ANY-12-RENEW-E	MobileIron Connected Cloud Advanced Management Subscription - 12 month term renewal	[* * *]	[* * *]
MI-CLOUD-AM-ANY-DIRECT-12-E	MobileIron Connected Cloud Advanced Management Subscription with Direct Premium Support from MobileIron - 12 month term - Includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-CLOUD-AM-ANY-DIRECT-12-RENEW-E	MobileIron Connected Cloud Advanced Management Subscription with Direct Premium Support from MobileIron - 12 month term renewal	[* * *]	[* * *]

	EMEA On-Premise Price List in USD
	CORE PRODUCT: CHOOSE PERPETUAL OR SUBSCRIPTION
MobileIron Advanced Management

*SKU Number*	*Description⁽¹⁾*	Cost to AT&T	Separate Fee for Tier 2 Support Services
MI-AM-ANY-PERP-E	MobileIron Advanced Management Software license - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-AM-ANY-12-E	MobileIron Advanced Management Subscription - 12 month term - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-AM-ANY-12-RENEW-E	MobileIron Advanced Management Subscription - 12 month term renewal	[* * *]	[* * *]
MI-AM-ANY-DIRECT-12-E	MobileIron Advanced Management Subscription with Direct Premium Support from MobileIron - 12 month term - includes MDM, MAM, Security, intelligent Gateway, and Enterprise integration	[* * *]	[* * *]
MI-AM-ANY-DIRECT-12-RENEW-E	MobileIron Advanced Management Subscription with Direct Premium Support from MobileIron - 12 month term renewal	[* * *]	[* * *]
	Support Services

Schedule B

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MobileIron Support Services - Advanced Management

*SKU Number*	*Description⁽¹⁾*	Cost to AT&T	Separate Fee for Tier 2 Support Services
MI-CUSTCARE-ANY-E	MobileIron Annual Software Assurance for Advanced Management Software License	[* * *]	[* * *]
MI-CUSTCARE-ANY-E	MobileIron Annual Software Assurance Renewal for Advanced Management Software License	[* * *]	[* * *]
MI-CUSTCAREDIRECT-ANY-E	MobileIron Annual Direct Premium Support (24x7 by MobileIron) for Advanced Management Software License	[* * *]	[* * *]
MI-CUSTCAREDIRECTRENEW-ANY-E	MobileIron Annual Direct Premium Support Renewal for Advanced Management Software License	[* * *]	[* * *]

Notes:

(1)	Android and IOS charged per device

(2)	Support levels must match across products purchased

II.

Japan:

The following prices apply Japan only.


	Japan Connected Cloud Price List in USD
	CORE SERVICE
MobileIron Basic Management

*SKU Number*	*Description⁽¹⁾*	Cost to AT&T	Separate Fee for Tier 2 Support Services
MI-CLOUD-BM-ANY-12-JP	MobileIron Connected Cloud Basic Management Subscription - 12 month term - Includes MDM, MAM, and Security with zero on-premise footprint	[* * *]	[* * *]
MI-CLOUD-BM-ANY-12-RENEW-JP	MobileIron Connected Cloud Basic Management Subscription - 12 month term renewal	[* * *]	[* * *]
MI-CLOUD-BM-ANY-DIRECT-12-JP	MobileIron Connected Cloud Basic Management Subscription with Direct Premium Support from MobileIron - 12 month term - includes MDM, MAM, and Security with zero on-premise footprint - requires one-time activation	[* * *]	[* * *]

Schedule B

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MI-CLOUD-BM-ANY-DIRECT-12-RENEW- JP	MobileIron Connected Cloud Basic Management Subscription with Direct Premium Support from MobileIron - 12 month term renewal	[* * *]	[* * *]
MobileIron Advanced Management

*SKU Number*	*Description⁽¹⁾*		Separate Fee for Tier 2 Support Services
MI-CLOUD-AM-ANY-12-JP	MobileIron Connected Cloud Advanced Management Subscription -12 month term - includes MDM, MAM, Security, intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-CLOUD-AM-ANY-12-RENEW-JP	MobileIron Connected Cloud Advanced Management Subscription - 12 month term renewal	[* * *]	[* * *]
MI-CLOUD-AM-ANY-DIRECT-12-JP	MobileIron Connected Cloud Advanced Management Subscription with Direct Premium Support from MobileIron - 12 month term - Includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-COULD-AM-ANY-DIRECT-12-RENEW-JP	MobileIron Connected Cloud Advanced Management Subscription with Direct Premium Support from MobileIron -12 month term renewal	[* * *]	[* * *]

	Japan On-Premise Price List in USD
	CORE PRODUCT: CHOOSE PERPETUAL or SUBSCRIPTION
MobileIron Advanced Management

*SKU Number*	*Description⁽¹⁾*	Cost to AT&T	Separate Fee for Tier 2 Support Services
MI-AM ANY-PERP-JP	MobileIron Advanced Management Software License - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-AM-ANY-12-JP	MobileIron Advanced Management Subscription - 12 month term - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-AM-ANY-12-RENEW-JP	MobileIron Advanced Management Subscription - 12 month term renewal	[* * *]	[* * *]
MI-AM-ANY-DIRECT-12-JP	MobileIron Advanced Management Subscription with Direct Premium Support from MobileIron - 12 month term - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-AM-ANY-DIRECT-12-RENEW-JP	MobileIron Advanced Management Subscription with Direct Premium Support from MobileIron - 12 month term renewal	[* * *]	[* * *]
	Support Services

Schedule B

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MobileIron Support Services - Advanced Management

*SKU Number*	*Description⁽¹⁾*	Cost to AT&T	Separate Fee for Tier 2 Support Services
MI-CUSTCARE-ANY-JP	MobileIron Annual Software Assurance for Advanced Management Software License	[* * *]	[* * *]
MI-CUSTCARERENEW-ANY-JP	MobileIron Annual Software Assurance Renewal for Advanced Management Software License	[* * *]	[* * *]
MI-CUSTCAREDIRECT-ANY-JP	MobileIron Annual Direct Premium Support (24x7 by MobileIron) for Advanced Management Software License	[* * *]	[* * *]
MI-CUSTCAREDIRECTRENEW-ANY-JP	MobileIron Annual Direct Premium Support Renewal for Advanced Management Software License	[* * *]	[* * *]

Notes:

(1)	Android and IOS charged per device

(2)	Support levels must match across products purchased

Ill.

APAC (except for Japan, Korea and China):

The following prices apply to the Project Countries listed under APAC on the table in Schedule A except for Japan, Korea and Mainland China.


	Asia Pacific Connected Cloud Price List in USD (xxxxxx Xxxxx, Xxxxx, Xxxxx)
	CORE SERVICE
MobileIron Basic Management

*SKU Number*	*Description⁽¹⁾*	Cost to AT&T	Separate Fee for Tier 2 Support Services
MI-CLOUD-BM-ANY-12-A	MobileIron Connected Cloud Basic Management Subscription - 12 month term - Includes MDM, MAM, and Security with zero on-premise footprint	[* * *]	[* * *]
MI-CLOUD- BM-ANY-12-RENEW-A	MobileIron Connected Cloud Basic Management Subscription - 12 month term renewal	[* * *]	[* * *]
MI-CLOUD-BM-ANY-DIRECT-12-A	MobileIron Connected Cloud Basic Management Subscription with Direct Premium Support from MobileIron - 12 month term - includes MDM, MAM, and Security with zero on-premise footprint - requires one-time Activation	[* * *]	[* * *]
MI-CLOUD-BM-ANY-DIRECT-12-RENEW-A	MobileIron Connected Cloud Basic Management Subscription with Direct Premium Support from MobileIron - 12 month term renewal	[* * *]	[* * *]

Schedule B

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MobileIron Advanced Management

*SKU Number*	*Description⁽¹⁾*		Separate Fee for Tier 2 Support Services
MI-CLOUD-AM-ANY-12-A	MobileIron Connected Cloud Advanced Management Subscription - 12 month term - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-CLOUD-AM-ANY-12-RENEW-A	MobileIron Connected Cloud Advanced Management Subscription - 12 month term renewal	[* * *]	[* * *]
MI-CLOUD-AM-ANY-DIRECT-12-A	MobileIron Connected Cloud Advanced Management Subscription with Direct Premium Support from MobileIron -12 month term - Includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-CLOUD-AM-ANY-DIRECT-12-RENEW-A	MobileIron Connected Cloud Advanced Management Subscription with Direct Premium Support from MobileIron - 12 month term renewal	[* * *]	[* * *]

	Asia Pacific On-Premise Price List in USD (xxxxxx Xxxxx, Xxxxx, Xxxxx)
	CORE PRODUCT: CHOOSE PERPETUAL OR SUBSCRIPTION
MobileIron Advanced Management

*SKU Number*	*Description⁽¹⁾*	Cost to AT&T	Separate Fee for Tier 2 Support Services
MI-AM-ANY-PERP-A	MobileIron Advanced Management Software License - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-AM-ANY-12-A	MobileIron Advanced Management Subscription - 12 month term - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-AM-ANY-12-RENEW-A	MobileIron Advanced Management Subscription - 12 month term renewal	[* * *]	[* * *]
MI-AM-ANY-DIRECT-12-A	MobileIron Advanced Management Subscription with Direct Premium Support from MobileIron -12 month term - includes MDM, MAM, Security, Intelligent Gateway, and Enterprise Integration	[* * *]	[* * *]
MI-AM-ANY-DIRECT-12-RENEW-A	MobileIron Advanced Management Subscription with Direct Premium Support from MobileIron -12 month term renewal	[* * *]	[* * *]
	Support Services
MobileIron Support Services - Advanced Management

*SKU Number*	*Description⁽¹⁾*	Cost to AT&T	Separate Fee for Tier 1 Support Services
MI-CUSTCARE-ANY-A	MobileIron Annual Software Assurance for AdvancedManagement Software License	[* * *]	[* * *]
MI-CUSTCARERENEW-ANY-A	MobileIron Annual Software Assurance Renewal for AdvancedManagement Software License	[* * *]	[* * *]

Schedule B

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MI-CUSTCAREDIRECT-ANY-A

MobileIron Annual Direct Premium Support (24x7 by MobileIron) for Advanced Management Software License

[* * *]

MI-CUSTCAREDIRECTRENEW-

ANY-A

MobileIron Annual Direct Premium Support Renewal for Advanced Management Software License

[* * *]

Notes:

(1)	Android and IOS charged per device

(2)	Support levels must match across products purchased

Schedule B

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Company’s Tier 1 Support Obligations; Supplier’s Tier 2 Support Services:

The terms contained in this Schedule B, together with the terms contained in the Supplement, shall govern the provision of the Tier 1 Support Services (described below) to be provided by Company directly to the Customers and the Tier 2 Support Services provided by Supplier directly to Company (and not to Customers). All capitalized terms not defined below shall have the meaning prescribed in the Supplement.

1. Overview: Company is required to establish and maintain Tier 1 Support Services as described below and perform interaction with Customers regarding technical support and general Inquiries. In support of Company, Supplier will provide Company with “Tier 2 Support Services” as described below; which includes the maintenance services described in this Schedule B.

II. Language and Scope: Supplier shall provide support to Company in the English language only. Support shall be limited to the Software as delivered by Supplier to the Company or its Customer, as applicable. Any support services which are outside of the scope of the services described herein (including the “Exclusions” listed herein), will be charged at the then current hourly list prices for Supplier’s engineers, with a minimum 2-hour charge per occurrence.

III. Company – Tier 1 Support Services Obligations:

A. Communications with Customers Through-out Life of Support Incident: Company shall be the primary Customer contact and manage all communications with Customers. Company shall update Customers as necessary during the life of a support issue/Incident (i.e. until the support ticket is closed).

B. Other First Line Support Obligations: Company shall be responsible for all the following support obligations: (i) providing general information to Customers regarding the Software (including updates/upgrades), including information regarding Software installation, configuration, use, and continued operation; (ii) providing installation support to Customers; (III) providing configuration support to Customers; (iv) collection of information and reporting technical issues raised by Customers to Supplier; (v) filtering dummy problems from real technical problems; (vi) troubleshooting common technical problems or questions, including non-Supplier problems or questions raised by Customer; (vii) documentation and verification of technical issues to determine if issue is caused by sources outside of the Software; and (viii) opening and closing support tickets as required herein; (ix) distributing maintenance releases to Customers with valid licenses which are entitled to receive maintenance releases; and (lx) ensuring Customers with valid licenses are using most current version of the Software.

C. Reporting; Trouble Tickets. Company shall document and promptly report all errors or malfunctions of the Software to Supplier. Company agrees to submit the suspected defect of the Software to Supplier via email or Supplier’s bug tracking system, and cooperate with Supplier in its bug investigation by phone, email, and through Supplier’s bug tracking system. Supplier will provide Company with a trouble ticket number that Company will use to track the status of each issue. Company shall take all steps necessary to carry out any procedures Supplier may give for the rectification of errors or malfunctions within a reasonable time after such procedures have been provided. Supplier reserves the right to close the trouble ticket without further responsibility or liability if Company does not provide appropriate feedback to Supplier within five (5) business days of receiving updates, a workaround for a problem, or If Company fails to respond to a request for additional information within five (5) business days.

Schedule B

Page 16 of 32

INTERNATIONAL SUPPLEMENT

20100106.054.S.002

D. Escalation to Supplier for Tier 2 Support: To escalate a support issue to Supplier Tier 2 Support, Company must create a case in the Supplier’s Self Service portal and provide the details requested by Supplier, such information and details may include:

1. Problem subject

2. Estimated severity

3. Detailed problem description

4. Attached media (log files, screenshots, etc.)

5. Steps to reproduce

6. Software version

7. Impact of issue (i.e. business or technical Implication)

8. Company technical support contact info (including information regarding means to have remote access to Customer environment, if applicable)

E. Company Support Contacts. Company shall appoint technical support individuals who are knowledgeable in the operation of the Software to serve as primary Company contacts with Supplier for support calls. Unless otherwise permitted by Supplier, all support calls and emails from Company shall be initiated through these contacts. Company may change its primary or alternate contacts at any time upon written notification to Supplier.

F. Dial in or Remote Access. Company acknowledges that dial-in and/or remote access will speed up resolution of support issues, and where possible Company shall obtain relevant Information from Customers to facilitate dial in or remote access as needed.

IV. Maintenance Services; Second Line or Tier 2 Support: Subject to the terms specified herein, Supplier shall use reasonable commercial efforts to provide or cause to be provided to Company the following support and maintenance services:

A. Maintenance Services: For Customers whom have purchased support and maintenance services (either on a yearly basis or as a part of a valid and then current subscription license) and for the applicable term of such support and maintenance services, Supplier shall provide Company updates, upgrades, and maintenance releases (including a work-around, bug fixes, if any) which are generally provided to other Customers of the Software (“Maintenance”). Supplier shall provide such updates, upgrades, and maintenance releases to both (i) Company and (ii) for Customer who have purchased “On Premise” licenses to the Software, directly to such Customers via Supplier’s software download website (operated in the English language only) which enables Customers to initially download the Software and to subsequently download updates, upgrades, and maintenance releases of the Software.

B. Diagnosis and Resolution of Technical Support issues: Upon proper escalation, Supplier will assist Company’s technical support personnel to diagnose and resolve the technical support issue(s) based on the severity level attributed by Supplier to the issue. Error correction support services will be provided for Confirmed Defects in the Software which are not attributable to Exclusions (described below). “Confirmed Defect” shall mean an error or defect In the Software which is not caused or attributable to an Exclusion and which makes the Software not perform in accordance with the relevant specifications for the Software (as outlined in Supplier customer documentation); Confirmed Defects shall be assigned a Severity level based on the chart below and Supplier agrees to respond based on the following chart:

Published response times reflect the maximum amount of time it should take one of Supplier’s Tier 2 technical support engineers to respond to and begin work on a properly escalated problem.

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Page 17 of 32

INTERNATIONAL SUPPLEMENT

20100106.054.S.002


Severity Level	Definition	Response Time
Severity 1	A severity one (1) issue Is a catastrophic production problem which may severely impact the Customer’s production systems, or In which Customer’s production systems are down or not functioning; loss of production data and no procedural work around exists	[* * *]
Severity 2	A severity two (2) issue Is a problem where the Customer’s system is functioning but in a severely reduced capacity. The situation is causing significant impact to portions of the Customer’s business operations and productivity. The system is exposed to potential loss or interruption of service.	[* * *]
Severity 3	A severity three (3) issue is a medium-to-low impact problem which involves partial non-critical functionality loss. One which impairs some operations but allows the Customer to continue to function. This may be a minor issue with limited loss or no loss of functionality or impact to the Customer’s operation and Issues in which there is an easy circumvention or avoidance by the Customer. This includes documentation errors.	[* * *]
Severity 4	A severity four (4) issue is for a general usage question or recommendation for a future product enhancement or modification. There Is no impact on the quality, performance or functionality of the Software.	[* * *]

Published response times reflect the maximum amount of time it should take one of Supplier’s technical support engineers to respond to and begin work on a properly escalated problem which is a Confirmed Defect in the Software. All response times specified above apply only to and occur only during Supplier’s Standard Support Hours only. If Company is not available, Supplier will not be liable for adhering to the above Response Times. At no time does Supplier guarantee a “fix” during the response times specified above. Current support contact information and support hours are as follows:

•

Supplier’s Support Contact information:

•

Phone (0-000-000-0000)

•

Email (support@)xxxxxxxxxx.xxx)

•

Self-Service Portal (xxx.xxxxxxx.xxxxxxxxxx.xxx)

•

Supplier’s Standard Support Hours

•

Direct Access to Tier 2: 6am – 7pm PST, Mondays through Fridays

•

Access to Answering Service 24/365

From time to time, the support contact information or Standard Support Hours may be modified; Please refer to xxx.xxxxxxx.xxxxxxxxxx.xxx for most current information.

C. Confirmed Defect vs. Feature Enhancement or Modification Request: Supplier will determine whether the suspected error or defect reported by Company is: (a) Confirmed Defect; or (b) an Exclusion (defined below); or (c) a feature request or enhancement to the existing Software. In response to a Confirmed Defect, Supplier shall use commercially reasonable efforts to create a correction in the form of a workaround, support release, update disk or electronic transfer equivalent, patch, major upgrade, minor release or other suitable form of fix or workaround. If the suspected defect is determined by Supplier not to be a Confirmed Defect in the Software, Company can, at its option, request that Supplier spend time to further investigate the unconfirmed defect, and Supplier may do so at its then-current hourly rates. If the suspected defect is determined by Supplier to be a feature request or enhancement to the existing Software, then such work shall be outside the scope of this Agreement.

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INTERNATIONAL SUPPLEMENT

20100106.054.S.002

D. Limitation and Exclusions: Each Party will use commercially reasonable efforts commensurate with the then applicable industry standards to provide the support obligations described herein in a professional and workmanlike manner, but Supplier does not guarantee that every question or problem raised by Company will be resolved. Tier 2 Support Services will only be provided for the most current version of the Software and the version of the Software released immediately prior to such current version up to one year after the release of the current version. Notwithstanding anything else herein, Supplier’s support services do not include services requested in connection with any Exclusions (defined below) or otherwise as a result of causes or errors that are not attributable to the Software or which cannot be reproduced by Supplier on unmodified Software. In the event that Company requests Supplier to provide, and Supplier does provide, any on-site services or any services in connection with Exclusions or any causes or errors which are not attributable to Supplier, Company shall pay Supplier for such services on a time and materials basis at Supplier’s then standard rates and reimburse Supplier for any travel and lodging expenses incurred In connection with such on-site services.

E. “Exclusions” shall include:

(a) Errors or defects in the Software that are not attributable to Supplier or cannot be reproduced by Supplier on unmodified Software;

(b) Errors or defects In the Software caused by or attributable to negligent or unauthorized use of the Software;

(d) Errors or defects caused by force majeure, or causes other than through ordinary use of the Software as permitted by Supplier in its then current customer documentation;

(e) Errors or defects caused by use of the Software on or with hardware, software or other equipment that deviates from Supplier’s recommendations made in the then-current customer documentation;

(f) Modifications or additions, or attempted modifications or additions to the Software not performed by or provided by Supplier;

(g) Errors or defects relating to third party software or hardware not provided by Supplier;

(h) Maintenance or repair resulting from catastrophe, accident, neglect, misuse, fault or negligence of Customer or Company or causes which are external to the Software;

(i) Failures, errors or defects associated with Company’s or Customer’s failure to implement the then-current version of the Software; and

(j) Failures by Customer or Company to respond to any required action plans provided by Supplier pursuant to a Company support call or otherwise.

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Page 19 of 32

SCHEDULE C

DATA PROTECTION

DEFINITIONS

“Data Controller” and “Data Processor” have the meaning given in the applicable Data Protection Legislation;

“Data Protection Legislation” means any applicable legislation in force from time to time which implements (i) the European Community’s Directive 95/46/EC and Directive 2002/58/EC or (ii) any other data privacy law relating to the Personal Data of the country(ies) governing the Personal Data and/or where the Services are performed;

“Model Clauses” means any or all of the contractual clauses referred to in EU Commission Decisions C(2001) 4540, C(2001) 1539 and C(2004) 5271 as amended from time to time or similar contractual clauses pursuant to any applicable Data Protection Legislation. A copy of the Model Clauses is attached below as Exhibit 1 – Standard Contractual Clauses (Processors) to Schedule C; and

“Personal Data” means any information relating to an identified or identifiable natural person or as such term is defined in Data Protection Legislation which is processed as part of the Services.

GENERAL OBLIGATIONS

Company shall obtain the informed consent of each person whose Personal Data is disclosed, transferred or otherwise provided by Company to Supplier.

Supplier and Company (and its Affiliates) shall comply with all requirements of the Data Protection Legislation including but not limited to the requirements of in the Project Countries, and maintaining all necessary notifications;

Supplier shall process the Personal Data only for the purpose of performing the Services.

Supplier shall periodically inform Company of any complaints about, or requests by individuals to access, the Personal Data processed as part of the Services, and provide any information that Company reasonably requires to respond to that request or complaint.

Supplier shall provide training to its personnel who have access to the Personal Data to make them aware of Supplier’s obligations under this Schedule C. Supplier shall provide adequate training and/or instruction on the care and handling of Personal Data.

Supplier shall take reasonable appropriate technical and organisational measures in accordance with the Data Protection Legislation and otherwise in accordance with good industry practice against unauthorised or unlawful processing of, and against accidental loss or destruction of, the

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Personal Data, and in order to maintain the integrity of the Personal Data, including by implementing a level of security appropriate to: (a) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and (b) the nature of the Personal Data.

Supplier shall promptly notify the other Party about any legally binding request by any law enforcement authority or other governmental body regarding the Personal Data.

Supplier shall promptly notify Company about any material unauthorized access to the Personal Data, whether unintentional or not.

Subject to the indemnification procedures and processes set forth in Section 3.16 of the Agreement, Supplier shall indemnify, defend and hold harmless Company and the applicable Affiliate(s) from and against any and all losses, costs, expenses, damages, liabilities, demands, claims or proceedings incurred or suffered by, or awarded against, Supplier or such Affiliate(s) resulting directly from a material breach by the Supplier of its obligations under this Schedule C.

DATA PROCESSOR

When acting as Data Processor for Company, Supplier shall only act on the instructions of Company and as necessary to perform its obligations and to exercise its rights under this Supplemental, and shall not subcontract such data processing without Supplier’s prior written consent.

With respect to Personal Data held in a country in the European Economic Area (“EEA”), or in a country whose Data Protection Legislation limits the processing or transfer of Personal Data, Supplier shall not process or transfer Personal Data outside that country except (i) upon Supplier’s written instructions; or (ii) with Supplier’s prior written consent and subject to the additional requirements that Supplier specifies, and which, for the avoidance of doubt, may include Supplier’s being required to ensure that parties specified by Supplier enter into the appropriate Model Clauses (see, attached) with Supplier and/or Supplier’s customer, or (iii) to the extent that Supplier adheres to the safe harbor framework developed by the Department of Commerce in coordination with the European Commission and is on the safe harbor list, accessible at xxxxx://xxxxxxxxxx.xxxxxx.xxx/xxxx.xxxx (or successor site).

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Exhibit 1

STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection


Name of the data exporting organisation:


Address:

Tel.:

;

fax:

;

e-mail:

Other information needed to identify the organisation

(the data exporter)

And


Name of the data importing organisation:


Address:

Tel.:

;

fax:

;

e-mail:

Other information needed to identify the organisation

(the data importer)

each a “party”; together “the parties”,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

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Clause 1

Definitions

For the purposes of the Clauses:

(a)

‘personal data, ‘special categories of data, process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data¹;

(b)	‘the data exporter’ means the controller who transfers the personal data;

(c)

‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d)

‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e)

‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f)

‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

¹	Parties may reproduce definitions and meanings contained in Directive 95/46/EC within this Clause if they considered it better for the contract to stand alone.

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Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1.	The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

4.	The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a)

that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

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(b)	that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c)	that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d)

that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e)	that it will ensure compliance with the security measures;

(f)	that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g)	to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h)

to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i)	that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j)	that it will ensure compliance with Clause 4(a) to (i).

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Clause 5

Obligations of the data importer²

The data importer agrees and warrants:

(a)

to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b)

that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c)	that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d)	that it will promptly notify the data exporter about:

(i)

any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

(ii)

any accidental or unauthorised access, and

(iii)

any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e)	to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f)

at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, inter alia, internationally recognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.

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(g)

to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h)	that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

(i)	that the processing services by the subprocessor will be carried out in accordance with Clause 11;

(j)	to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

1.	The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

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Clause 7

Mediation and jurisdiction

1.	The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a)

to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b)

to refer the dispute to the courts in the Member State in which the data exporter is established.

2.	The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1.	The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2.	The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely

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Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses³. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.

The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

3.	The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely

4.	The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

³	This requirement may be satisfied by the subprocessor co-signing the contract entered into between the data exporter and the data importer under this Decision.

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Clause 12

Obligation after the termination of personal data processing services

The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2.	The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

On behalf of the data exporter:

Name (written out in full):

Position:

Address:

Other information necessary in order for the contract to be binding (if any):


Signature

(stamp of organisation)

On behalf of the data importer:

Name (written out in full):

Position:

Address:

Other information necessary in order for the contract to be binding (if any):


Signature

(stamp of organisation)

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APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix

Data exporter

The data exporter is (please specify briefly your activities relevant to the transfer):

Data importer

The data importer is (please specify briefly activities relevant to the transfer):

Data subjects

The personal data transferred concern the following categories of data subjects (please specify):

Categories of data

The personal data transferred concern the following categories of data (please specify):

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):

Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):

DATA EXPORTER


Name:
Authorised Signature
DATA IMPORTER
Name:
Authorised Signature

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APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

ILLUSTRATIVE INDEMNIFICATION CLAUSE (OPTIONAL)

Liability

The parties agree that if one party is held liable for a violation of the clauses committed by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred.

Indemnification is contingent upon:

(a)	the data exporter promptly notifying the data importer of a claim; and

(b)	the data importer being given the possibility to cooperate with the data exporter in the defence and settlement of the claim⁴.

⁴	Paragraph on liabilities is optional.

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Amendment

20100106.054.S.002.A.001

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Agreement No. 20100106.054.S.002.A.001

Amendment No. 20100106.054.S.002.A.001

International Supplement

This Amendment (this “Amend.”), effective on the date when signed by the last of the two Parties to so sign, and amending International Supplement No. 20100106.054.S.002 effective October 19, 2012 (the “International Supplement”), is between Mobile Iron, Inc., a Delaware corporation (“Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”) (each, a “Party” and together, the “Parties”). In the event of a conflict between the terms of this Amend. and the terms of the International Supplement, the terms of this Amend. will control. Capitalized terms used but not otherwise defined in this Amend. shall have the meaning assigned to them in the International Supplement.

Supplier and AT&T are Parties to the International Supplement under which Supplier authorizes AT&T to resell Supplier’s material and services to AT&T Customers.

In consideration of the premises and the covenants hereinafter contained, the Parties agree that Schedule A, “PROJECT COUNTRIES AND COMPANY AFFILIATES”, is deleted in its entirety and replaced with the Schedule A that is attached and incorporated into this Amend. by this reference.

The terms and conditions of the International Supplement in all other respects remain unchanged and in full force and effect.

[Signature page follows.]

Agreement No. 20100106.054.S.002.A.001

Original signature transmitted and received via facsimile or other electronic transmission of a scanned document (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature on an original document. This Amend. may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

IN WITNESS WHEREOF, each Party has caused this Amend. to be signed by its duly authorized representative.


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxxxxx Xxxxxxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxxxxx Xxxxxxxxx	Printed Name:	Xxxxxx Xxxxxxx

Printed Title:	VP Legal	Title:	Senior Contract Manager

Date:	Feb. 28, 2013	Date:	Feb. 28, 2013

Agreement No. 20100106.054.S.002.A.001

SCHEDULE A

PROJECT COUNTRIES AND COMPANY AFFILIATES

(IN WHICH AT&T IS AUTHORIZED BY SUPPLIER TO RESELL SOFTWARE)


ASIA-PACIFIC
AUSTRALIA		AT&T Global Network Services Australia Pty, Ltd.
HONG KONG		AT&T Global Network Services Hong Kong Limited
INDONESIA		P.T. AT&T Global Network Services Indonesia
JAPAN		AT&T Communications Services (Japan) Ltd; AT&T Japan Ltd
SOUTH KOREA		AT&T GNS Korea limited
MALAYSIA		AT&T Worldwide Network Services (Malaysia) Sdn. Bhd
NEW ZEALAND		AT&T Global Network Services International Inc. - New Zealand Branch Office
PHILIPPINES		AT&T Global Network Services International Inc.
SINGAPORE		AT&T Worldwide Telecommunications Services Singapore Pte Ltd
TAIWAN		AT&T Global Network Services Taiwan Ltd
THAILAND		AT&T Global Network Services (Thailand) Co. Ltd
VIETNAM		N/A (non-AT&T jurisdiction)
CANADA, CARIBBEAN LATIN AMERICA
CANADA		AT&T Global Services Canada Co.
EUROPEA, MIDDLE EAST, AFRICA
AUSTRIA		AT&T Global Network Services Austria GmbH
BELGIUM		AT&T Global Network Services Belgium S.P.R.L.
BULGARIA		AT&T Global Network Services Bulgaria Ltd
CYPRUS		AT&T Global Network Services Cyprus Ltd
CZECH REPUBLIC		AT&T Global Network Services Czech Republic s.r.o,
DENMARK		AT&T Global Network Services Denmark ApS
FRANCE		AT&T Global Network Services France, SAS
GERMANY		AT&T Global Network Services Deutschland GmbH
GREECE		AT&T Global Network Services (Hellas) E.P.E.

Agreement No. 20100106.054.S.002.A.001


HUNGARY		AT&T Global Network Services Hungary Kft.
IRELAND		AT&T Global Network Services Ireland Limited
ISRAEL		AT&T Global Network Services International Inc. - Israel Branch Office
ITALY		AT&T Global Network Services Italia S.p.A.
LATVIA		AT&T Global Network Services Latvia SIA
LUXEMBOURG		AT&T Global Network Services Luxembourg S.a.r.l.
MAURITIUS		N/A (non-AT&T jurisdiction)
NETHERLANDS		AT&T Global Network Services Nederland B.V.
PAKISTAN		AT&T Global Network Services International Inc., Pakistan Branch
POLAND		AT&T Global Network Services Polska Sp. z.o.o.
ROMANIA		AT&T Global Network Services Romania SRL
RUSSIA		AT&T Global Network Services OOO
SLOVAKIA		AT&T Global Network Services Slovakia, s.r.o.
SPAIN		AT&T Global Network Services Espana, S.L.
SWEDEN		AT&T Global Network Services Sweden AB
SWITZERLAND		AT&T Global Network Services Switzerland Sarl
UNITED KINGDOM		AT&T Global Network Services (UK) B.V. - UK Branch

Amendment

20100106.054.S.002.A.002

Between

Mobile Iron, Inc.

And

AT&T Services, Inc.

Amendment No. 20100106.054.S.002.A.002

Amendment No. 20100106.054.S.002.A.002

International Supplement

Supplier and AT&T are Parties to the International Supplement under which Supplier authorizes AT&T to resell Supplier’s material and services to AT&T Customers.

The terms and conditions of the International Supplement in all other respects remain unchanged and in full force and effect.

[Signature page follows.)

Amendment No. 20100106.054.S.002.A.002

Original signature transmitted and received via facsimile or other electronic transmission of a scanned document (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature on an original document. This Amend. may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

IN WITNESS WHEREOF, each Party has caused this Amend. to be signed by its duly authorized representative.


Mobile Iron, Inc.		AT&T Services, Inc.

By:	/s/ Xxxxxx Xxxxx	By:	/s/ Xxxxxx Xxxxxxx

Printed Name:	Xxxxxx Xxxxx	Printed Name:	Xxxxxx Xxxxxxx

Printed Title:	VP General Counsel	Printed Title:	Senior Contract Manager

Date:	April 10, 2013	Date:	04/10/13

Amendment No. 20100106.054.S.002.A.002

SCHEDULE A

PROJECT COUNTRIES AND COMPANY AFFILIATES

(IN WHICH AT&T IS AUTHORIZED BY SUPPLIER TO RESELL SOFTWARE)


ASIA-PACIFIC
AUSTRALIA		AT&T Global Network Services Australia Pty. Ltd.
CHINA		AT&T (China) Co. Ltd
HONG KONG		AT&T Global Network Services Hong Kong Limited
INDIA		AT&T Global Network Services India Private Limited
INDONESIA		P.T. AT&T Global Network Services Indonesia
JAPAN		AT&T Communications Services (Japan) Ltd; AT&T Japan Ltd
SOUTH KOREA		AT&T GNS Korea Limited
MALAYSIA		AT&T Worldwide Network Services (Malaysia) Sdn. Bhd
NEW ZEALAND		AT&T Global Network Services International Inc. – New Zealand Branch Office
PHILIPPINES		AT&T Global Network Services International Inc.
SINGAPORE		AT&T Worldwide Telecommunications Services Singapore Pte Ltd
TAIWAN		AT&T Global Network Services Taiwan Ltd
THAILAND		AT&T Global Network Services (Thailand) Co. Ltd
VIET NAM		N/A (non-AT&T jurisdiction, representative office only)
CANADA, CARIBBEAN, LATIN AMERICA
ARGENTINA		AT&T Communications Services Argentina S.R.L.
BAHAMAS
BERMUDA
BRAZIL		AT&T Global Network Services Brazil Ltda
BRITISH VIRGIN ISLANDS
CANADA		AT&T Global Services Canada Co.
CAYMAN ISLANDS
CHILE		AT&T Chile SA

Amendment No. 20100106.054.S.002.A.002


COLOMBIA		AT&T Global Network Services Colombia Ltda
ECUADOR
MEXICO		AT&T Global Network Services Mexico S. de X.X. de C.V.
PERU		AT&T Global Network Services del Peru S.R.L.
PUERTO RICO
VENEZUELA		AT&T Global Network Services Venezuela, LLC
EUROPEA, MIDDLE EAST, AFRICA
AUSTRIA		AT&T Global Network Services Austria GmbH
BELGIUM		AT&T Global Network Services Belgium S.P.R.L.
BULGARIA		AT&T Global Network Services Bulgaria Ltd
CROATIA		AT&T Global Network Services Hrvatska, d.o.o.
CYPRUS		AT&T Global Network Services Cyprus Ltd
CZECH REPUBLIC		AT&T Global Network Services Czech Republic s.r.o.
DENMARK		AT&T Global Network Services Denmark ApS
ESTONIA		AT&T Global Network Services Estonia Oy
FINLAND		AT&T Global Network Services Finland Oy
FRANCE		AT&T Global Network Services France, SAS
GERMANY		AT&T Global Network Services Deutschland GmbH
GREECE		AT&T Global Network Services (Hellas) E.P.E.
HUNGARY		AT&T Global Network Services Hungary Kft.
IRELAND		AT&T Global Network Services Ireland Limited.
ISRAEL		AT&T Global Network Services International Inc.—Israel Branch Office
ITALY		AT&T Global Network Services Italia S.p.A.
LATVIA		AT&T Global Network Services Latvia SIA
LITHUANIA		UAB AT&T Lietuva
LUXEMBOURG		AT&T Global Network Services Luxembourg S.a.r.l.
MALTA
MAURITIUS		N/A (non-AT&T jurisdiction)
MONACO
MOROCCO		AT&T Global Network Services Morocco sari
NETHERLANDS		AT&T Global Network Services Nederland B.V.

Amendment No. 20100106.054.S.002.A.002


NORWAY		AT&T Global Network Services Norge LLC
PAKISTAN		AT&T Global Network Services International Inc., Pakistan Branch
POLAND		AT&T Global Network Services Polska Sp. z.o.o.
PORTUGAL		AT&T Xxxxxxxx xx Xxxxxxxxxxxxxxxx, Xxxxxxxxx Xxxxxxxxxx, Xxx
XXXXXXX		AT&T Global Network Services Romania SRL
RUSSIA		AT&T Global Network Services OOO
SLOVAKIA		AT&T Global Network Services Slovakia, s.r.o.
SLOVENIA		AT&T globalne omrezne storitve d.o.o.
SOUTH AFRICA		AT&T Global Network Services SA (Pty) Limited
SPAIN		AT&T Global Network Services Espana, S.L.
SWEDEN		AT&T Global Network Services Sweden AB
SWITZERLAND		AT&T Global Network Services Switzerland Sari
UNITED KINGDOM		AT&T Global Network Services (UK) B.V. - UK Branch

to function. This may be a minor issue with limited loss or no loss of functionality or impact to the Customer’s operation and issues in which there is a circumvention or workaround available for the avoidance of the problem by the end user. This includes documentation errors.

Severity 4

Minimal Business Impact

Severity 4 is a minor problem that does not affect the Software function or a general usage question or recommendation for a future product enhancement or modification. There is no material impact on quality, performance or functionality of product question.