ESRI Environmental Systems Research Institute 4/17/2017

6.0—ENDORSEMENT AND PUBLICITY 8.2 Order Requirements.Esri does not require Licensee to issue a purchase order.Licensee may submit a This Agreement will not be construed or interpreted as an purchase order in accordance with its own process exclusive dealings agreement or Licensee's endorsement requirements,provided that if Licensee issues a of Products.Either party may publicize the existence of purchase order,Licensee will submit its initial this Agreement. purchase order on the Effective Date. If this is a multi-year Agreement,Licensee will submit subsequent purchase orders to Esri at least thirty(30) 7.0—ADMINISTRATIVE REQUIREMENTS calendar days before the annual anniversary date for each additional year. 7.1 OEM Licenses.Under Esri's OEM or Solution OEM programs,OEM partners are authorized to embed or a. All orders pertaining to this Agreement will be bundle portions of Esri products and services with processed through Licensee's centralized point of their application or service.OEM partners'business contact. model,licensing terms and conditions,and pricing b. The following information will be included in each are independent of this Agreement.Licensee will not Ordering Document: seek any discount from the OEM partner or Esri based on the availability of Products under this (1) Licensee name;Esri customer number,if known; Agreement.Licensee will not decouple Esri products and bill-to and ship-to addresses or services from the OEM partners'application or (2) Order number service. (3) Applicable annual payment due 7.2 Annual Report of Deployments.At each 9.0—MERGERS,ACQUISITIONS,OR anniversary date and ninety(90)calendar days prior DIVESTITURES to the expiration date of this Agreement,Licensee will provide Esri with a written report detailing all If Licensee is a commercial entity,Licensee will notify Deployments.Upon request,Licensee will provide Esri in writing in the event of(i)a consolidation,merger, records sufficient to verify the accuracy of the annual or reorganization of Licensee with or into another report. corporation or entity;(ii)Licensee's acquisition of another entity;or(iii)a transfer or sale of all or part of Licensee's organization(subsections i,ii,and iii,collectively referred 8.0—ORDERING,ADMINISTRATIVE to as"Ownership Change").There will be no decrease in PROCEDURES,DELIVERY,AND Fee as a result of any Ownership Change. DEPLOYMENT 9.1 If an Ownership Change increases the cumulative 8.1 Orders,Delivery,and Deployment program count beyond the maximum level for this Agreement,Esri reserves the right to increase the Fee a. Upon the Effective Date,Esri will invoice Licensee or terminate this Agreement and the parties will and provide Authorization Codes to activate the negotiate a new agreement. nondestructive copy protection program that enables Licensee to download,operate,or allow access to the 9.2 If an Ownership Change results in transfer or sale of Products.If this is a multi-year Agreement,Esri may a portion of Licensee's organization,that portion of invoice the Fee thirty(30)calendar days before the Licensee's organization will transfer the Products to annual anniversary date for each additional year. Licensee or uninstall,remove,and destroy all copies b. Undisputed invoices will be due and payable within of the Products. thirty(30)calendar days from the date of invoice. Esri's federal ID number is 95-2775-732. 9.3 This Agreement may not be assigned to a successor c. If requested,Esri will ship backup media to the ship- entity as a result of an Ownership Change unless to address identified on the Ordering Document,FOB approved by Esri in writing in advance.If the Destination,with shipping charges prepaid.Licensee assignment to the new entity is not approved, acknowledges that should sales or use taxes become Licensee will require any successor entity to due as a result of any shipments of tangible media, uninstall,remove,and destroy the Products.This Esri has a right to invoice and Licensee will pay any Agreement will terminate upon such Ownership such sales or use tax associated with the receipt of Change. tangible media. Page 5 of 5 11/04/2016