Parallel Computing Toolkit Support Contract

General Conditions for the Maintenance and Support of Parallel Computing Toolkit Software

1.

Object

1.1

The following conditions of contract govern the maintenance and the support of the software listed in the configuration database, consisting of software products (hereinafter called "SOFTWARE") and further services in accordance with the description of services.

1.2

All services provided under this contract are hereinafter called "Services". The individual services are specified in the relevant Descriptions of Services and are provided as integral parts of the contract.

1.3

The Configuration Database contains the detailed list of products to be maintained under this contract, the scope of the service, the fees for the maintenance and support (hereinafter called the "fees") for the relevant products together with further details and comprise an integral part of this contract. The configuration database is maintained by MathDirect according to the instructions of CUSTOMER.

2.
Pre-requisites

2.1

It is a basic condition and is a pre-requisite that CUSTOMER is in possession of a valid license for the SOFTWARE.

The pre-requisites contained in the relevant product descriptions (Software Product Description - SPD) must be fulfilled.

The newest version of the SOFTWARE must be installed.

3.
Services by MathDirect

3.1

The scope of the services to be provided by MathDirect is contained in the individual description of services.

3.2

Services shall be provided in accordance with the product guidelines prevailing for the time being and will only be provided by MathDirect employees, Innova Financial Solutions, or by third parties authorized in writing by MathDirect at the maintenance and support times set out in the relevant description of service or configuration database.

4.
Services of CUSTOMER

4.1

The CUSTOMER shall make available to MathDirect free of charge all necessary information and facilities required for the provision of the contractual services. The CUSTOMER shall ensure sufficient access to HARDWARE, SOFTWARE and NETWORK. These must be configured for the maintenance and support according to the kind of tasks set and must be available at the required times, otherwise charges may be made for additional services.

5.
Services not included

5.1

Services as a result of the non-observance of the product specifications, unauthorized modifications or change or the removal of serial numbers or other identifying marks.

5.2

Expenses caused by the influence of products or services of third party manufacturers, so far these are not set out in the configuration database.

5.3

Services in connection with exceeding the limits of a product's license (number of users, target application, number of allowed installations etc.)

5.4

Expenses caused by services not contained will be charged to CUSTOMER.

6.
Fees

6.1

The fees are set in the individual configuration database and/or any further Annexes.

6.2

The prices are stated exclusive of Swiss VAT. Further taxes and duties, which are levied in a country upon the conclusion or performance of this contract or its Annexes may at any time be passed on to CUSTOMER.

7.
Payment Conditions

The annual fees for the products set out in the configuration database and possible further Annexes are due and payable annually by the 1^st day of the relevant yearly support period in advance.

8.
Liability

8.1

The liability for damage to property which MathDirect causes culpably in the performance of the present contract is limited to the amount of CHF 50 000.--

8.2

Any liability of MathDirect or its servants for further-reaching claims or damage, in particular claims for damages for direct, indirect or consequential damage, loss of profit, savings not achieved or loss of earnings and also loss of data - regardless of their legal basis - are expressly excluded.

The CUSTOMER is responsible for the necessary safety measures to protect stored data from destruction.

8.3

MathDirect cannot be made liable for mistakes or the defective rectification of mistakes that are caused because SOFTWARE modifications by MathDirect cannot be introduced on account of products or services of third party manufacturers (including of CUSTOMER).

8.4

Claims for damages from MathDirect are time barred with the expiry of one year after their arising.

9.
Proprietary Ownership

MathDirect has proprietary ownership in all papers and documents provided to CUSTOMER, regardless of their form. Copies, in whatever form, may only be made with the written consent of MathDirect.

10.

The performance of the present contract does not include the grant of any rights or licenses in any patent, copyright, trademark, trade secret, or any other proprietary right belonging to or pertaining to MathDirect.

11.
Duration of contract

11.1

This contract and its annexes shall come into force upon MathDirect's receipt of CUSTOMER's payment.

11.2

This contract is renewed on a year to year basis. Before the yearly maintenance period ends MathDirect will notify CUSTOMER about the expiration together with a request for payment of the new period. After receipt of customer's payment the contract is renewed for another period.

11.3

The services for individual, several or all products may be amended or terminated by either party by giving three months notice in writing terminating at the end of a yearly period.

11.4

MathDirect may terminate this contract upon 30 days notice where:

the services to be provided by MathDirect are complicated by modifications carried out at the behest of CUSTOMER, improper handling or by the connection of products of third parties;

SOFTWARE is used in an unauthorized manner

11.5

In the case of serious breaches of contract by CUSTOMER the contract may be terminated by MathDirect without notice.

12.
Final Provisions

12.1

As between this contract and its annexes, the following order of priority shall apply in the case of any contradictions:

1. General conditions of contract

2. Description of services

3. Configuration database

In the event of a part of this contract being invalid, the validity of the remaining provisions shall not be affected thereby. The invalid part shall be replaced by a valid provision, which corresponds to the intent of the parties, as recognizable from this contract.

13.

Rights arising out of this contract may only be assigned by CUSTOMER with the prior written consent of MathDirect.

Court of Competent Jurisdiction is Wollerau

This contract and its annexes are governed by Swiss law.

Software Support for Parallel Computing Toolkit Software

This section describes the services which MathDirect and Innova Financial Solutions provides to CUSTOMER.

1. Description of Services

The "Software Support" comprises the support of CUSTOMER by E-mail in relation to questions concerning the use and management of software.

MathDirect supports the rectification of identifiable and repeatable problems in connection with software products.

2. Scope of Service

"Software Support" is valid for the current versions of the software products supported by MathDirect within the contractually covered product groups.

The following services are provided during the contractually fixed support times:

E-mail access to the employees of technical support groups for problem analysis and its solution. The questions may be asked by E-mail and are answered within the reaction time specified per service level.

Support in relation to questions concerning software installation, inter-operability and use as well as help in questions relating to the comprehension of the technical software documentation.

Use of data banks for software information in accordance with the special guidelines.

Services	Premier	Regular
Technical support via E-mail	Included	Included
Software Update Distribution	Included	Discount 50%
Proactive software patch information	Included	-
Availability of Services	9 hours x 5 days	4 hours x 5 days

1.	Object
1.1	The following conditions of contract govern the maintenance and the support of the software listed in the configuration database, consisting of software products (hereinafter called "SOFTWARE") and further services in accordance with the description of services.
1.2	All services provided under this contract are hereinafter called "Services". The individual services are specified in the relevant Descriptions of Services and are provided as integral parts of the contract.
1.3	The Configuration Database contains the detailed list of products to be maintained under this contract, the scope of the service, the fees for the maintenance and support (hereinafter called the "fees") for the relevant products together with further details and comprise an integral part of this contract. The configuration database is maintained by MathDirect according to the instructions of CUSTOMER.
2.	Pre-requisites
2.1	It is a basic condition and is a pre-requisite that CUSTOMER is in possession of a valid license for the SOFTWARE.
	The pre-requisites contained in the relevant product descriptions (Software Product Description - SPD) must be fulfilled. The newest version of the SOFTWARE must be installed.
3.	Services by MathDirect
3.1	The scope of the services to be provided by MathDirect is contained in the individual description of services.
3.2	Services shall be provided in accordance with the product guidelines prevailing for the time being and will only be provided by MathDirect employees, Innova Financial Solutions, or by third parties authorized in writing by MathDirect at the maintenance and support times set out in the relevant description of service or configuration database.
4.	Services of CUSTOMER
4.1	The CUSTOMER shall make available to MathDirect free of charge all necessary information and facilities required for the provision of the contractual services. The CUSTOMER shall ensure sufficient access to HARDWARE, SOFTWARE and NETWORK. These must be configured for the maintenance and support according to the kind of tasks set and must be available at the required times, otherwise charges may be made for additional services.
5.	Services not included
5.1	Services as a result of the non-observance of the product specifications, unauthorized modifications or change or the removal of serial numbers or other identifying marks.
5.2	Expenses caused by the influence of products or services of third party manufacturers, so far these are not set out in the configuration database.
5.3	Services in connection with exceeding the limits of a product's license (number of users, target application, number of allowed installations etc.)
5.4	Expenses caused by services not contained will be charged to CUSTOMER.

6.	Fees
6.1	The fees are set in the individual configuration database and/or any further Annexes.
6.2	The prices are stated exclusive of Swiss VAT. Further taxes and duties, which are levied in a country upon the conclusion or performance of this contract or its Annexes may at any time be passed on to CUSTOMER.
7.	Payment Conditions
	The annual fees for the products set out in the configuration database and possible further Annexes are due and payable annually by the 1^st day of the relevant yearly support period in advance.
8.	Liability
8.1	The liability for damage to property which MathDirect causes culpably in the performance of the present contract is limited to the amount of CHF 50 000.--
8.2	Any liability of MathDirect or its servants for further-reaching claims or damage, in particular claims for damages for direct, indirect or consequential damage, loss of profit, savings not achieved or loss of earnings and also loss of data - regardless of their legal basis - are expressly excluded. The CUSTOMER is responsible for the necessary safety measures to protect stored data from destruction.
8.3	MathDirect cannot be made liable for mistakes or the defective rectification of mistakes that are caused because SOFTWARE modifications by MathDirect cannot be introduced on account of products or services of third party manufacturers (including of CUSTOMER).
8.4	Claims for damages from MathDirect are time barred with the expiry of one year after their arising.
9.	Proprietary Ownership
	MathDirect has proprietary ownership in all papers and documents provided to CUSTOMER, regardless of their form. Copies, in whatever form, may only be made with the written consent of MathDirect.
10.	The performance of the present contract does not include the grant of any rights or licenses in any patent, copyright, trademark, trade secret, or any other proprietary right belonging to or pertaining to MathDirect.

11.	Duration of contract
11.1	This contract and its annexes shall come into force upon MathDirect's receipt of CUSTOMER's payment.
11.2	This contract is renewed on a year to year basis. Before the yearly maintenance period ends MathDirect will notify CUSTOMER about the expiration together with a request for payment of the new period. After receipt of customer's payment the contract is renewed for another period.
11.3	The services for individual, several or all products may be amended or terminated by either party by giving three months notice in writing terminating at the end of a yearly period.
11.4	MathDirect may terminate this contract upon 30 days notice where: the services to be provided by MathDirect are complicated by modifications carried out at the behest of CUSTOMER, improper handling or by the connection of products of third parties; SOFTWARE is used in an unauthorized manner
11.5	In the case of serious breaches of contract by CUSTOMER the contract may be terminated by MathDirect without notice.
12.	Final Provisions
12.1	As between this contract and its annexes, the following order of priority shall apply in the case of any contradictions: 1. General conditions of contract 2. Description of services 3. Configuration database
	In the event of a part of this contract being invalid, the validity of the remaining provisions shall not be affected thereby. The invalid part shall be replaced by a valid provision, which corresponds to the intent of the parties, as recognizable from this contract.
13.	Rights arising out of this contract may only be assigned by CUSTOMER with the prior written consent of MathDirect.
	Court of Competent Jurisdiction is Wollerau
	This contract and its annexes are governed by Swiss law.