PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY. BY EXECUTING A STATEMENT OF WORK INCORPORATING THIS AGREEMENT, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF AND AGREEING TO BE BOUND BY THIS AGREEMENT.

Clone Systems, Inc. (“Clone Systems”) and the subscriber (“Subscriber”) set forth on each the Statement of Work submitted by Subscriber (“Statement of Work”) enter into this Subscription Agreement, including all Statements of Works and exhibits incorporated herein by reference between the parties (“Agreement”) for Clone Systems to perform the services for Subscriber described in such Statements of Work (the “Subscription”), during the Subscription Period stated in each applicable Statement of Work (the “Subscription Period”).

1. Subscriber agrees to retain Clone Systems and Clone Systems agrees to provide to Subscriber, at mutually convenient times and places, the Services as defined in the applicable Statements of Work (the “Services”) and as designated from time to time by Subscriber or its delegate, for the Subscription Period. Clone Systems agrees to give Subscriber the full benefit of Clone Systems’ knowledge, experience, judgment and expertise in rendering technical advice to Subscriber on the matters and subjects requested under this Agreement. All Services shall be performed in a professional and workmanlike manner. For purposes of this Agreement, Services are defined as such: advice, consultation, provisioning and configuration of equipment, and other technical assistance and services as indicated in written form on any applicable Statement of Work.

The Subscription Start Date begins upon the Completion of Setup. The Completion of Setup is specific to the service that is subscribed to and is defined in the table in the applicable Statement of Work. The Subscription will remain in effect for the Subscription Period stated in the applicable Statement of Work, beginning on the Subscription Start Date, and will automatically renew for one (1) or more additional Subscription Periods of twelve (12) months each, unless Subscriber shall have given Clone Systems written notice of its intention not to renew at least sixty (60) days prior to the end of the initial Subscription Period, or of any renewal Subscription Period. The Subscription Period may be terminated only as provided in this Subscription Agreement.

2. Each Statement of Work shall become a part of this Agreement, after it is signed by the involved parties. All terms and conditions, including but not limited to, the term of the Services and the compensation for Clone Systems for providing such Services, shall be determined by each Statement of Work. A written Statement of Work will be provided prior to any project engagement.

3. As compensation for services delivered by Clone Systems, Subscriber agrees to pay Clone Systems all fees set forth in each Statement of Work signed by the parties. The hours of service on any given day will be those which meet the reasonable needs of the Subscriber for the particular task to be performed pursuant to the applicable Statement of Work.

4. Subscriber agrees to reimburse Clone Systems for expenses incurred while carrying out Clone Systems’ activities as authorized by Subscriber or its delegate, provided that Clone Systems substantiates these expenses and submits a statement to Subscriber of all such expenses. Any items obtained with these expenses become the property of Subscriber. Examples of such expenses and project materials may include: miscellaneous supplies, hardware, software, repeaters, books, etc.

5. Clone Systems will bill Subscriber in advance of rendering Services pursuant to a Subscription, at the billing frequency agreed to on the Statement of Work for the Services to be provided, and all such invoices are due no later than the date that Services will be performed (the “Due Date”). Clone Systems will strive to provide all invoices for Services to be performed on a date (the “Invoice Date”) thirty (30) business days before the date Clone Systems will begin to perform Services. Other expenses incurred hereunder will be invoiced to Subscriber monthly (once per month). Every invoice shall include the breakdown and distribution of charges by name of individual items and expenses. Subscriber is required to pay each invoice in full before the Due Date indicated on each invoice. By way of example, payment for Services to be performed in January is due no later than January 1, Clone Systems will strive to provide Subscriber an invoice for such payment by the Invoice Date (December 1); however, whether or not Subscriber has received an invoice for Services to be performed in January by the Invoice Date (December 1), payment for such Services to be performed in January is due no later than the Due Date (January 1). If Subscriber fails to pay any amount by the applicable Due Date, Clone Systems may charge interest on the unpaid and past due balance at the lesser of six one-hundredths of one percent (0.06%) per day or the maximum legal rate (the “Rate”). In addition, Subscriber agrees to pay any and all Clone Systems’ costs of collection, including any reasonable attorney’s fees, incurred in connection with any breach or threatened breach of this Agreement or exercise of any such remedies. Clone Systems reserves the right, without any liability to it and without prejudice to any other legal remedy, to withhold, suspend or stop the performance of Services if Subscriber is delinquent in making payments hereunder.

6. Unless Subscriber is exempt pursuant to a valid exemption certificate (reasonably satisfactory to Clone Systems), Subscriber agrees to pay all applicable sales and other taxes that result from any transaction covered by the project, whether assessed to Subscriber or Clone Systems. Taxes based on Clone Systems’ net income or operations will not be collected from Subscriber.

7. The Parties mutually agree that Clone Systems is an independent contractor, and not a partner, agent or employee of Subscriber for any purpose whatsoever. Clone Systems controls the manner and means of performing the Services and is responsible for managing and compensating the Clone Systems personnel performing the Services.

8. Any benefits provided by Subscriber to its employees, including but not limited to medical, life, accident or disability insurance, pensions, unemployment or workmen’s compensation or profit sharing plans, shall not be available to Clone Systems personnel. No withholding of Federal or State income taxes, social security, or related contributions shall be made from payments distributed to Clone Systems.

9. Clone Systems is a company focused on I.T. Security and is not obligated to divulge to Subscriber any information for which Clone Systems has previously undertaken an obligation of confidence for the benefit of any party other than Subscriber. Clone Systems shall not knowingly disclose to Subscriber any information, knowledge, or data for which it does not have the full and unrestricted right to disclose without incurring legal liability to others. Clone Systems is the sole owner of information collected from performance of the Services, and will not sell, share, or rent this information to others unless disclosed to Subscriber in writing. Clone Systems may disclose your information when we believe in good faith that the law requires it, or to protect the rights or property of Clone Systems. Clone Systems will use reasonable efforts to maintain the privacy of information collected from you. Subscriber agrees not to disclose any confidential or proprietary information of Clone Systems.

10. This Agreement, and the Subscription Periods of all Clone Systems’ Subscription Details within any relevant Statement of Work, may not be terminated by Subscriber during the applicable Subscription Periods (including any automatic renewal periods, as stated in each applicable Statement of Work), and Subscriber is responsible to pay to Clone Systems all payments described in all applicable Statements of Work, notwithstanding any termination or notice of Subscriber’s intention not to renew. No termination charge will apply if Subscriber elects not to renew the Subscription, if all invoices are paid on-time according to the payment terms specified in the Service Charges section of the relevant Statement of Work, and written notice of Subscriber’s intention not to renew is timely given at the time provided in the applicable Statement of Work. Upon non-renewal or termination for any reason, (i) Subscriber shall immediately cease use of all Services or the Subscription, and shall promptly return to Clone Systems any property of Clone Systems that is in its possession or control, and (ii) all rights granted under this Subscription Agreement or any Statement of Work, or otherwise by Clone Systems, will immediately cease.

11. Subscriber agrees that Clone Systems shall have the right to act as a consultant for, or be employed in any other capacity by any other parties concerning any subject matter.

12. Nothing in this Agreement and nothing in Clone Systems’ statements to Subscriber can or shall be construed as a promise or guarantee about the successful outcome of the Services to be provided under this Agreement or under any Statement of Work. CLONE SYSTEMS DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES RENDERED BY ITS PERSONNEL OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CLONE SYSTEMS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, OR FOR ACTS OF NEGLIGENCE WHICH ARE NOT INTENTIONAL OR RECKLESS IN NATURE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Subscriber agrees that Clone Systems’ liability hereunder for damages, regardless of the form of action, shall not exceed the total amount paid for Services under the Statement of Work applicable to such Services.

14. Subscriber recognizes that Clone Systems shall not be liable for any failure or delay caused by events beyond Clone Systems’ control, including, without limitation, Subscriber’s failure to furnish necessary information, sabotage, failure or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment, or technical failures.

15. Both parties agree not to, directly or indirectly, solicit, hire or otherwise engage in any manner whatsoever, the employees of the other party during the term of this Agreement, any renewal thereof and for a period of three (3) years following the termination of the parties’ relationship. In the event of a violation of this Section, the parties hereto understand and agree that actual damages will be difficult to determine and, therefore agree that the party violating this provision shall pay to the other party the sum of one (1) year’s direct salary of each employee solicited and/or hired as liquidated damages, not as a penalty.

16. Subscriber shall indemnify and hold Clone Systems, its officers, directors, employees and agents harmless from and against any claims, demands, loss, damage or expense (i) related to bodily injury or death of any person or damage to property resulting from the negligence or willful misconduct of Subscriber, or its officers and employees, (ii) related to claims by any of Subscriber’s employees for injuries or damages under the workmen’s compensation or similar acts or (iii) incurred by Clone Systems based on any claim that any materials provided by Subscriber under the Agreement or use thereof by Clone Systems in accordance with this Agreement infringes any copyright, trade secret or other proprietary right of any third party. Clone Systems shall indemnify and hold Subscriber, its officers, directors, employees and agents harmless from and against any claims, demands, loss, damage or expense (i) related to bodily injury or death of any person or damage to property resulting from the negligence or willful misconduct of Clone Systems, or its officers and employees, (ii) related to claims by any of Clone Systems employees for injuries or damages under the workmen’s compensation or similar acts or (iii) incurred by Subscriber based on any claim that any materials provided by Subscriber under the Agreement or use thereof by Subscriber in accordance with this Agreement infringes any copyright, trade secret or other proprietary right of any third party. Clone Systems shall procure and maintain at its own expense in full force and effect at all times during the Subscription Period comprehensive public liability and professional liability and errors and omissions insurance policies, with respect to Clone Systems’ performance of Services under this Agreement, with combined single limits per occurrence of no less than five million Dollars ($5,000,000) per incident, and five million Dollars ($5,000,000) in the aggregate. Evidence of such insurance shall be available upon request.

17. This Subscription Agreement and each Statement of Work pursuant to which Clone Systems performs Services for Subscriber hereunder contains the entire and only Agreement between the parties with respect to the subject matter hereof and thereof. Clone Systems may amend the Subscription Agreement from time to time, which amendments shall be effective immediately upon posting at www.clone-systems.com/legal. However, no such amendment shall be effective against any Subscriber with respect to any previously accepted Statement of Work, which shall continue to be governed by the Agreement as in force as of the effective date of such Statement of Work. Clone Systems will provide commercially reasonable electronic notice to Subscriber of material amendments. If any provision of this Agreement is held invalid, void, illegal or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties to the greatest extent permissible by law, and that such court modify any provisions concerning scope, activity or subject, so as to make them enforceable to the maximum extent permissible; in the event of any such equitable modification by a court, the remaining provisions of this Agreement shall remain fully valid, enforceable and binding on the parties.

18. This Subscription Agreement shall inure to the benefit of, and be binding upon, Clone Systems and its successors and assigns (including as the result of a sale of the equity or substantially all of the assets of Clone Systems). Subscriber may not assign this Agreement, any Statement of Work, or any rights under them, in whole or in part (including an assignment by operation of law in connection with a sale of assets of Subscriber, or a change of control of Subscriber) without the prior written consent of Clone Systems, which consent may be granted or withheld in Clone Systems’ unilateral discretion.

19. This Subscription Agreement and each Statement of Work hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard for the principle of conflicts of law.

Clone Systems and the Subscriber agrees that any action or proceeding in connection with this Agreement shall be commenced exclusively in state or federal court in Philadelphia County in the Commonwealth of Pennsylvania. Clone Systems and Subscriber waive any objections to the laying of venue in Philadelphia County, Pennsylvania, and waive all rights to trial by jury in any matter in connection with this Agreement or the performance of Services by Clone Systems.

Except with respect to disputes and claims under Sections Fifteen (15), Sixteen (16), Nineteen (19) or Twenty (20) of this Agreement (which the parties hereto may pursue in any court of competent jurisdiction in Philadelphia County, Pennsylvania), each party hereto agrees that arbitration, pursuant to the procedures set forth in the Rules of the Judicial Arbitration and Mediation Service (“JAMS”) (as currently in effect or such later version as may then be in effect) shall be the sole and exclusive method for resolving any claim, controversy or dispute (“Claim”) arising out of or relating to the rights and obligations of the parties under this Agreement to each other, whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. The parties hereto agree that one arbitrator shall be appointed pursuant to the Rules to conduct any such arbitration, with JAMS to provide the parties hereto with lists for the selection of arbitrators composed entirely (if possible) of arbitrators who are members of a Panel of Distinguished Neutrals who have prior experience in the arbitration of disputes arising out of the purchase of privately held companies. In the event that the parties are unable to agree upon an arbitrator in accordance with the Rules, and the lists submitted to the parties for striking the names of unacceptable arbitrators does not result in common selection, JAMS shall appoint an arbitrator with the same qualifications described herein. All meetings of the parties and all hearings with respect to any such arbitration shall take place in Philadelphia, Pennsylvania, or such other location to which the parties and the arbitrator may agree. Each party to the arbitration shall bear its own costs and expenses (including, without limitation, all attorneys’ fees and expenses, except to the extent otherwise required by applicable law); provided, however, that a party prevailing substantially in such arbitration shall be entitled to an award by the arbitrator of his, her or its costs and expenses (including but not limited to attorneys’ fees and expenses). All costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto; provided, however, that a party prevailing substantially in such arbitration shall be entitled to an award by the arbitrator of his, her or its arbitration costs. The parties agree that the judgment, award or other determination of any arbitration under the Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in this Section Nineteen (19) shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. Each party hereto hereby irrevocably submits to the jurisdiction of any state or federal court of competent jurisdiction sitting in Philadelphia, Pennsylvania, and agrees that such court shall be the exclusive forum for the enforcement of any such final judgment, award or determination of the arbitration. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the grounds of personal jurisdiction, venue or inconvenience of the forum. Each party hereto further agrees that each other party hereto may initiate litigation in any court of competent jurisdiction to execute any judicial judgment enforcing or not enforcing any award, judgment or determination of the arbitration.

Notwithstanding the foregoing, prior to any party hereto instituting any arbitration proceeding hereunder to resolve any Claim, such party first shall submit the Claim to a mediation proceeding between the parties hereto which shall be governed by the prevailing JAMS mediation procedures and shall be conducted in Philadelphia, Pennsylvania. If the parties hereto have not agreed in writing to a resolution of the Claim pursuant to the mediation within forty-five (45) days after the commencement thereof of if any party refuses to participate in the mediation process, then the Claim may be submitted to arbitration under paragraph (a) above. Each party hereto shall bear its own costs and expenses incurred in connection with the mediation, and all costs and expenses of the mediation proceeding shall be borne equally by the parties hereto.

Subscriber agrees that if Subscriber breaches Sections Sixteen (16), Nineteen (19) or Twenty (20) of this Agreement, Clone Systems will suffer irreparable harm for which it would have no adequate remedy at law, and therefore Subscriber agrees that Clone Systems shall be entitled to a preliminary or permanent injunction or temporary restraining order to prevent the continuation of such harm following any alleged breach.

20. All intellectual property rights and other proprietary rights in and to the Services and deliverables, information, know-how, and processes developed by Clone Systems, or anyone acting on Clone Systems’ behalf, arising from the Services performed hereunder, or developed outside the Services Schedules shall be the sole and exclusive property of Clone Systems and shall not be claimed to be a work-for-hire. Clone Systems grants Subscriber a non-exclusive right to use, reproduce, and display any deliverables as necessary solely in the conduct of Subscriber’s own business. Such right of use shall not extend to any affiliates of Subscriber, or any other person; provided, however, that Subscriber may (upon prior written notice to Clone Systems) permit Subscriber’s strategic reseller partners to use such deliverables (but neither Subscriber nor any such strategic reseller partner shall have any rights in such deliverables, or intellectual property of Clone Systems). Subscriber shall cause each such strategic reseller partner to cease use of such deliverables upon the request of Clone Systems. This license is perpetual provided Subscriber is not otherwise in breach of this Agreement, and shall terminate upon termination, expiration or nonrenewal of this Agreement.

21. Clone Systems warrants and represents that the products and Services provided to Subscriber (“Deliverables”) shall not, at the time of delivery (and, if applicable, installation and configuration by Clone Systems) do not knowingly contain or deliver malicious code designed to permit unauthorized parties to access, modify, delete, damage, deactivate or disable any Subscriber system, network, device, application, or data, or provide unauthorized access to any Subscriber system, network, device, application, or data (“ Malicious Code”); (ii) that it uses and shall continue to use throughout the period of its performance of Services commercially reasonable best efforts utilizing generally accepted industry tools and practices such that the Deliverables do not knowingly contain any Malicious Code; and (iii) that the Services shall not knowingly introduce Malicious Code into any of Customer’s systems, networks, devices, applications, or data. Clone Systems shall take action immediately to investigate, identify and remove such Malicious Code from the Deliverables, and to assist Subscriber, at no charge to Subscriber, in the investigation, identification and removal of such Malicious Code from Subscriber systems, networks, devices, applications or data.

22. Subscriber understands and acknowledges that Clone Systems’ business depends, in part, upon its ability to engage and retain customers. Subscriber further understands and agrees that use of its name by Clone Systems to assist in Clone Systems’ marketing efforts is beneficial to Clone Systems. As further consideration for Clone Systems’ performance of Services hereunder, Subscriber authorizes and permits Clone Systems to use Subscriber’s name in Clone Systems’ advertising and marketing efforts. Clone Systems agrees to restrict such usage to identification of Subscriber as a Clone Systems customer and to make no representations concerning the quality, quantity or type of Services performed by Clone Systems for Subscriber without Subscriber’s express written permission. Clone Systems is an I.T. Security company, and will take extra caution to ensure that no business-critical information is released.

23. Capitalized terms used in this Agreement and not defined in it shall have the meaning set forth in the applicable Statement of Work. Capitalized terms used in a Statement of Work, and not defined in that Statement of Work, shall have the meaning set forth in this Agreement. If any provision in a Statement of Work conflicts with the terms of this Subscription Agreement, the terms of this Subscription Agreement will control. At any time and from time to time after the date of execution of this Agreement or any Statement of Work, each party shall, without further consideration, take such actions and execute and deliver such documents as the other party may reasonably request to carry out the transactions contemplated by this Agreement and the Statements of Work. As used in this Agreement, Subscriber and Clone Systems may each be referred to as a “Party”, and collectively as the “Parties”.

24. All notices, requests, waivers, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given, made and received when hand delivered against receipt, or on the day after it is sent by United States certified or registered mail, postage prepaid, return receipt requested, by nationally recognized overnight courier service, or by email, to the Notice Contacts in the applicable Statement of Work.