Vignette Partner Program General Partner Terms and Conditions

1. Agreement Structure

These General Partner Terms and Conditions are incorporated by reference into each Partner Program Agreement signed by the both of us. The Agreement includes the relevant Partner Program Agreement (including its Attachments), these General Partner Terms and Conditions, the Definitions Sheet, and any other Attachments or Exhibits agreed between us.

Partner Program Agreement: The Partner Program Agreement describes the particular partner relationship (e.g., Sales Partner, Consulting Partner, Solution Provider) existing between the both of us.

General Partner Terms & Conditions: These General Partner Terms and Conditions, and the Definitions Sheet, sets out certain standard terms and conditions applying in each partner relationship described in a Partner Program Agreement.

Attachments: An Attachment sets out additional terms and conditions applying to the particular partner relationship between us.

Exhibits: An Exhibit sets out additional details of our relationship.

Conflicting Terms: If any conflicting terms and conditions found in this Agreement the following order of precedence will determine which terms prevail (i) the relevant Exhibit, Schedule or Assignment of Work; (ii) the relevant Attachment; (iii) the relevant Partner Program Agreement; and (iv) these General Partner Terms and Conditions and Definitions Sheet.

Entire Agreement: This Agreement governs the partnership relationship between the both of us. It is a complete agreement replacing all relevant prior written or oral communications passing between us.

Duration: This Agreement starts on the date specified in the Partner Program Agreement and remains in force until terminated.

2. Obligations Applying to Both Parties

Relationship: The relationship between the both of us is that of independent contractors. Nothing in this Agreement creates a partnership or other relationship (e.g., franchise, joint venture, or agency).

No agency: Neither of us can make promises, or give warranties or undertakings, binding on the other.

Expenses: Each of us shall bear its own expenses in undertaking any of its obligations.

Changes: No change or modification to this Agreement is valid unless in writing and signed by authorized representatives of the both of us. It is expressly agreed that the printed terms of any purchase order of yours or other ordering document shall have no force or effect.

Notices: Any notice required under this Agreement shall be given in writing and shall be deemed effective five business days after mailing by first class certified mail to the address specified on the Partner Program Agreement, or upon receipt, when sent by fax, e-mail, Federal Express or other commercial courier, addressed to an individual authorized to receive such communications on behalf of the recipient party.

Waiver: The failure to enforce at any time, or for any period of time, any provision of this Agreement shall not be construed as a waiver of such provision and shall in no way affect any later right to enforce it.

Force Majeure: Neither party shall be liable for delay or failure to perform any of its obligations, where such delay or failure is due to a Force Majeure. That party shall be excused performance for as long as such Force Majeure prevails.

Assignment: You may not assign, sub-contract or part with this Agreement or any part thereof without our prior written consent. Such consent shall not be unreasonably withheld where all fees have been paid. We may assign, sub-contract all or any part of this Agreement to any subsidiary or affiliated company.

Continuing Obligations: Any obligation which, by its nature, extends beyond the period of this Agreement, shall remain in full force and effect until fulfilled or terminated.

Marketing Plans: Neither party guarantees the results or performance of any marketing plans.

Export Control: Neither of us may download or otherwise export (or re-export to any individual or country) the Software, Documentation or underlying information or technology, in contravention of the export control laws and regulations of the United States of America.

Business Conduct/Ethics: Neither of us (nor any director, employee, agent or subcontractor) shall make any payment, or otherwise give anything of value, directly or indirectly, to any government official, with a view to influencing his (or its) decision, or otherwise to gain any other advantage in connection with this Agreement.

If any violation of this clause occurs, you must notify us immediately in writing. Furthermore you must pay us - from monies that we pay you -- immediately, an amount equal to the sum paid to the government official. If instead a gift is given to any government official in the above circumstances, you must pay to us immediately a sum equivalent to the value of the gift.

You recognize that any breach of these obligations is a material breach of this Agreement, allowing us, among our other rights and remedies, to terminate this Agreement, or set off any amounts owed to us against any sums due to you.

References above to "government official" includes any director, employee or agent of any government department or agency or any Public International Organization as defined by the US Foreign Corrupt Practices Act or its equivalents in other countries.

3. Obligations Applying to You

Licenses Only: In this Agreement, you may be granted Licenses to certain of our Software and Trademarks. Nothing in this Agreement shall be interpreted as an acquisition, transfer or assignment of any copyright, trademark or other intellectual property rights of ours (or of our licensors), or rights to any goodwill.

Specific Other Obligations: You shall, at all times, comply with any requests for information from us or otherwise comply promptly with any of your obligations.

4. Audit

We may, at any time, audit your compliance with this Agreement. For this purpose you shall provide us (or our authorized representatives) with all relevant records on request. We may copy these records and retain such copies for future reference. Such audit shall be undertaken, at our cost and expense, upon not less than three (3) business days' notice and will be conducted so as to minimize any impact on your normal business operations.

If any overuse of Software is found, in addition to our other rights and remedies, we may charge you a supplemental license and maintenance charge at list price, together with the costs of the audit or otherwise offset all such charges and fees against any other fees due to you.

5. Confidentiality

Non-Disclosure: Neither party shall publish, disclose or make available, any confidential or proprietary information, or trade secrets, of the other, without the other's prior written consent. "Confidential Information" includes this Agreement, Software, object code, source code, Documentation, functional specifications, project plans, the results of any benchmark tests, information supplied in our training classes or seminars or on Vignette Global Marketplace, information marked "confidential" or any other information which, by its nature, contains, or is likely to contain, proprietary information or trade secrets of the disclosing party. "Vignette Confidential Information" shall mean Confidential Information proprietary to Vignette.

Duty of Care: The recipient shall use no less than a reasonable standard of care to prevent publication, unauthorized access to, or disclosure of, Confidential Information.

Exclusions: Confidential Information does NOT include information that: (a) is or becomes part of the public domain through no act or omission of the recipient; or (b) was in the recipient's possession prior to the disclosure and had not been obtained from the discloser; or (c) was independently developed by the recipient; or (d) is required to be disclosed by law.

Remedies: If there is a breach, both of us acknowledge that the remedies available include the right to seek appropriate injunctive relief or specific performance.

6. Licenses

Trademark Licenses: If the Partner Program Agreement (or any Attachment or Exhibit) contains a Trademark License, Vignette grants to you a personal, non-exclusive and non-transferable license to reproduce the specified Trademarks for the purposes of the promotion or licensing of the Software and Services for the duration of this Agreement and for no other purpose.

Authorized Use: Your use of the Trademarks is subject to our prevailing trademark policies and procedures, details of which are available upon request.

Limitations of Use: You must not tamper with or modify the Trademarks. You must not at any time use any trademark that is substantially similar to the Trademarks.

Software Licenses: If the Partner Program Agreement (or any Attachment or Exhibit) contains a Software License, Vignette grants to you a personal, non-exclusive and non-transferable license to use the specified Software and Documentation for the purposes of evaluation, demonstration, and Non-Production development. You may not under any circumstances use the Software provided under a Partner Agreement for Production use or as a service bureau or otherwise for the benefit of any third party. This Software License is subject to payment of any applicable license and maintenance fees, any limitations on use or other conditions, as set out in the Partner Program Agreement (or in any relevant Attachment or Exhibit).

Reverse Engineering: You may NOT reverse engineer, disassemble or decompile the Software EXCEPT to the extent and for the purposes permitted by applicable law and where there is no possibility of contractual waiver.

Termination: The Licenses may be terminated by us at any time immediately upon written notice to you.

7. Warranties

Our Warranties to You:

IPR Warranty: We warrant that we are authorized to enter into this Agreement and grant the Licenses specified in this Agreement.

Program Warranties: Subject to any applicable restrictions or limitations, for a period of 90 days following delivery of any Programs, we warrant that they will perform substantially in conformance with the Documentation ("Warranty Period"). We do NOT warrant that the Programs are error-free or will operate without interruption.

Remedies: Your sole and exclusive remedy for any breach of the above warranty, is the repair or replacement of the Programs PROVIDED ALWAYS that such error or defect is reported to us within the Warranty Period. Where we are unable to repair or replace the Programs concerned, we will refund the license fees paid for them.

Time-Out Devices: Some Programs contain time-out or other devices designed to ensure the limits of a particular license are not exceeded. We warrant that you shall receive any codes or keys necessary to use the Programs to the limits of the license granted.

Malicious Code: We have used commercially reasonable efforts to ensure that Programs do NOT contain viruses, worms, Trojan horses or other unintended malicious or destructive code ("Malicious Code"). If Malicious Code is discovered, we will use our commercially reasonable efforts to supply a clean copy of the relevant Programs within a reasonable period.

Services Warranty: We shall use reasonable care and skill in performing any Services under this Agreement in accordance with generally accepted industry standards.

Your Warranties to Us:

You warrant and represent to us that:

• you have the right to enter into this Agreement.
• you will not misrepresent the functionality, operating environment requirements, performance or other aspects of the Software, Vignette's support and service capabilities, practices or procedures, or your service and support capabilities;
• all information supplied to us is, in all material respects, true and correct and that you will promptly inform us in writing, giving details, of any changes in such information;
• any services performed by you shall be in accordance with generally accepted industry standards;
• you will at all times protect and promote our goodwill; and
• you will not distribute or otherwise commercially exploit the Software except under the terms of this Agreement.

Exclusion of Implied Warranties: EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, ALL SOFTWARE, DOCUMENTATION AND SERVICES ARE SUPPLIED "AS IS". ACCORDINGLY ALL WARRANTIES IMPLIED BY STATUTE, CUSTOM OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE ARE EXCLUDED.

8. Indemnities

Our Indemnities to You: We will, at our cost and expense, defend or settle any action brought against you IF AND TO THE EXTENT it is based upon a claim that the Programs infringe any third party copyright or other intellectual property right in the country or territory where the Programs are being used by you. We will pay any costs, damages and legal fees finally awarded against you if:

• You notify us promptly in writing as soon as you become aware of a claim;
• You make no admissions (written or oral) and grant us the sole control of the defense or settlement of any such action; and
• You provide all reasonable information relating to the action as soon as possible.

Remedies: We may, at our sole option either: (a) obtain the right for you to use the affected Programs; (b) replace or modify the affected Programs so that they are no longer infringing; or, if neither (a) or (b) above are commercially reasonable, terminate the applicable license(s) and remove the affected Programs. If we terminate the applicable license(s), we shall refund the relevant License Fees calculated pro-rata, based on a straight-line depreciation over a 60 month period commencing on the date of delivery of the affected Programs.

Exclusions: The above indemnity shall NOT apply to any infringement arising from: (a) any Programs modified by anyone apart from us; or (b) your use of the Programs in conjunction with software, hardware or data, where use of such software, hardware or data in combination with the Programs gave rise to the infringement; or (c) use of any Program other than the most current, unaltered Update, if such claim would have been avoided by the use of such Update; or (d) compliance by us with designs, plans or specifications furnished by you, or by someone else on your behalf.

These provisions state our entire liability for infringement of any third party intellectual property rights.

Your Indemnities to Us:

You will, at your cost and expense, defend or settle any action brought against us, and hold us harmless, IF AND TO THE EXTENT such a claim is based upon

• any services supplied by you;
• any misrepresentation or other alleged failure made by you regarding us, our Software or Services (including Maintenance), or the capabilities of the Vignette Technologies; and
• your failure to comply with the provisions of this Agreement, including any omission or wrongful act.

You will pay any costs, damages and legal fees finally awarded against us if:

• we notify you promptly in writing as soon as we become aware of a claim;
• we make no admissions (written or oral) and grant you the sole control of the defense or settlement of any such action; and
• we provide all reasonable information relating to the action as soon as possible.

9. Limitations of Liability

WHERE, DUE TO A DEFAULT OR OTHER LIABILITY ON OUR PART, YOU ARE ENTITLED TO RECOVER DAMAGES FROM US (OR OUR THIRD PARTY LICENSORS), YOU AGREE THAT THE DAMAGES RECOVERABLE SHALL NOT EXCEED, IN AGGREGATE, THE FEES PAID BY YOU FOR THE SPECIFIC SOFTWARE OR SERVICES IN RESPECT OF WHICH THE CLAIM AROSE.

THIS LIMITATION APPLIES REGARDLESS OF:

• THE BASIS ON WHICH YOU ARE ENTITLED TO CLAIM DAMAGES (INCLUDING MISREPRESENTATION, NEGLIGENCE, FUNDAMENTAL BREACH OR OTHER CONTRACT OR TORT CLAIM); OR
• WHETHER WE HAVE BEEN NOTIFIED OF THEIR POSSIBILITY OR WHETHER THE REMEDY IS AN EXCLUSIVE REMEDY AND EVEN IN THE EVENT OF FAILURE OF AN EXCLUSIVE REMEDY.

THIRD PARTY CONTENT: YOU AGREE THAT YOUR USE OF THE SOFTWARE OR SERVICES TO RETRIEVE, ACCESS, USE, DISPLAY, INCORPORATE OR TRANSFORM THIRD PARTY PROPRIETARY CONTENT IS ENTIRELY AT YOUR OWN RISK. ACCORDINGLY THE OBTAINING OF ANY NECESSARY THIRD PARTY CONSENTS IS YOUR RESPONSIBILITY AND NOT OURS.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF THE SOFTWARE OR SERVICES EVEN IF WE HAVE BEEN NOTIFIED OF THEIR POSSIBILITY.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT (AND TO THE EXTENT PERMITTED BY APPLICABLE LAW) NEITHER OF US, NOR ANY THIRD PARTY LICENSOR OF OURS, SHALL BE LIABLE FOR ANY EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER ARISING, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF PROFITS, DELAY OR LOSS OF BUSINESS EVEN IF THAT PARTY HAS BEEN NOTIFIED OF THEIR POSSIBILITY AND EVEN IN THE EVENT OF FAILURE OF AN EXCLUSIVE REMEDY.

NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS LIMITING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

10. Termination

Duration: This Agreement shall remain in force for the period specified in the Partner Program Agreement (or any Attachment). For the avoidance of doubt, termination of this Agreement means that the Licenses will end, as will your use of the Software and Trademarks.

Breach Incapable of Remedy: We may terminate this Agreement immediately upon written notice in the event of: (a) unauthorized disclosure of Vignette's Confidential Information; (b) use of the Software materially beyond the scope of the relevant License; or (c) other material breach incapable of remedy.

Either of us may terminate this Agreement, or any part of it, where a breach remains uncured for 30 days following written notification of the breach.

Insolvency: Either of us may terminate this Agreement upon 30 days prior written notice where the other becomes bankrupt, or is wound up (other than for the purposes of a bona fide amalgamation or reconstruction), or enters into an arrangement for the benefit of its creditors.

Post Termination Obligations: Upon termination, you shall return all Software, Documentation and Vignette Confidential Information, remove all Trademarks from your published literature and web-site, and delete all copies from computer systems which you own, operate or control. We may require that you certify in writing that these obligations have been complied with. You agree that we may seek an immediate injunction enjoining any breach by you of this clause.

Where an Assignment of Work is terminated, you agree to pay the Service Fees calculated pro-rata for any Services completed prior to termination.

Survival: Clauses 2 (Obligations on both parties), 4 (Audit), 5 (Confidentiality), 7 (Warranties), 8 (Indemnities), 9 (Liabilities), and 10 (Post Termination Obligations) shall survive termination of this Agreement.

11. Governing Law

This Agreement shall be governed by the laws specified in the Partner Program Agreement.

All communications and notices to be made or given pursuant to this Agreement shall be in the English language. Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s'y rattaché, soient rédigés en langue anglaise (translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language.").

Definitions Sheet

This Definitions Sheet defines the terms used in this Agreement:

"Agreement" means:

• the relevant Partner Program Agreement signed by the both of us,
• any Schedule, Attachment, Exhibit or Assignment of Work, either signed by the both of us or incorporated by reference into this or the relevant Partner Program Agreement;
• the General Terms and Conditions;
• this Definitions Sheet; and
• any part of the documents referred to above.

"Both of us" means Vignette and the Partner.

"Documentation" means our standard specification for the Programs.

"Force Majeure" means war, civil insurrection, natural disaster (such as flood, earthquake, hurricane or lightning strike) or other act of God.

"Licenses" mean the Trademark, Software and Documentation licences, or any of them granted to you under this Agreement.

"Programs" mean the object code version of our generally available programs, all copies, Updates, or any part of them, and/or source code as specified elsewhere in this Agreement.

"Software" means the Programs, Updates, Vignette Technologies or any of them.

"Services" mean our professional consulting, training or other services, supplied to you on a time and materials basis, or as otherwise specified in the relevant Program Partner Agreement (including Professional Services Agreement), Schedule, Assignment of Work, Attachment or Exhibit.

"Trademarks" mean our trademarks, service marks or logos listed or otherwise described elsewhere in this Agreement.

"Updates" mean any subsequent release, solution, change or correction to the Programs, supplied as part of our standard maintenance service, to ensure that the Programs remain in substantial conformance with the Documentation. Updates do NOT include any release, version, or option that we license separately from the Programs.

"Vignette Technologies" mean:

• our techniques and methodologies (such as the Vignette Services Methodology); and
• other non-standard, non-packaged software programs and/or code that we may make available to you from time to time under this Agreement.

"We", "Our", "Us", or "Vignette" means the Vignette legal entity specified in this Agreement.

"You", "Your" or "Partner" means the Partner legal entity specified in this Agreement.

Copyright 2002 Vignette Corporation. All Rights Reserved.

Vignette Partner General T&C 010402