BUSINESS PARTNER TEAMING AGREEMENT

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IMPORTANT: DO NOT EXECUTE THE TEAMING/LEAD REFERRAL FORM UNTIL YOU HAVE READ AND AGREED TO THIS BUSINESS PARTNER TEAMING AGREEMENT. This is an agreement between you (“Partner”) and the [COMPANY] entity identified on the Teaming/Lead Referral Form (“[COMPANY]”). By executing a Teaming/Lead Referral Form, you are agreeing to the terms of this Business Partner Teaming Agreement (the “Agreement”) which govern the parties’ performance under the Teaming/Lead Referral Form and is incorporated in its entirety into the Teaming/Lead Referral Form by reference.

Definition of Terms. For purposes of this Agreement, the following terms will have the corresponding definitions:

"End User" means a licensee of the Licensed Products identified as a Prospective End User on the Teaming/Lead Referral Form;

“License” means the license agreement for the Licensed Products executed by [COMPANY] and an End User;

“Licensed Products” means the software and data products licensed by [COMPANY] identified in the Teaming/Lead Referral Form;

“Prospective End User” means a prospective licensee of the Licensed Products identified on the Teaming/Lead Referral Form;

“Teaming/Lead Referral Form” means the form executed by the parties which will identify Prospective End Users to [COMPANY]; and

“Territory” will mean the country set out in the Teaming/Lead Referral Form.

Opportunity Identification; Rejection of Teaming/Lead Referral Form.

Partner will identify to [COMPANY] an opportunity by submitting a Teaming/Lead Referral Form. The Teaming/Lead Referral Form will identify the Prospective End User, the opportunity and the proposed Licensed Products. [COMPANY] and Partner will cooperate in the submission of proposals to Prospective End Users located in the Territory. Upon issuance of an award from a Prospective End User it is expected that [COMPANY] will license and deliver the Licensed Products directly to the End User, subject to execution of a License.

A Teaming/Lead Referral Form must be signed by both the Partner and [COMPANY] to be deemed accepted. [COMPANY] may, within ten (10) days following receipt of a Teaming/Lead Referral Form from Partner, reject the Teaming/Lead Referral Form if: (i) the Prospective End User is a current customer of [COMPANY] unless Partner has identified a new opportunity with such End User, which opportunity was unknown to [COMPANY] at the time of submission of the Teaming/Lead Referral Form; (ii) the Prospective End User had been identified to [COMPANY] as a Prospective End User within the previous one hundred and eighty (180) days; or (iii) the business terms of the Teaming/Lead Referral Form require further modification. If [COMPANY] rejects a Teaming/Lead Referral Form, [COMPANY] will provide Partner the reason for such rejection.