The technology, consulting and other professional services to be provided by Entrilia (the “Professional Services”),and the tangible results of such Professional Services (the “Deliverables”)will be described on the relevant Statement of Work executed by the parties. Entrilia shall devote reasonable effort to perform the Professional Services, and Entrilia shall perform the Professional Services when and where as Entrilia shall determine in its sole discretion. Entrilia does not guarantee any level of results from the Professional Services.

Subscriber may request changes that affect the scope or duration of the Professional Services. If Subscriber requests any such changes, then Entrilia shall promptly notify Subscriber if it believes that an adjustment in the fees to be paid to Entrilia or the completion date of any Professional Services is required. If the parties have mutually determined that any such adjustmentis necessary, the parties shall negotiate in good faith to agree upon a reasonable and equitable adjustment to the fees to be paid to Entrilia and shall amend the SOW accordingly.

During the term of Entrilia’s engagement by the Subscriber to perform the Professional Services and for a period of one (1) year from and after the termination of the applicable Statement of Work with Entrilia,neither party, nor any of their directors, officers, shareholders, members,partners, employees or agents shall, at any time during such period solicit,recruit, hire, contract for services or otherwise employ, directly or indirectly,any of the employees, contractors or representatives of the other party.

Subscriber shall permit Entrilia to have reasonable access to Subscriber’s facilities and systems as reasonably necessary to provide the Professional Services, including, without limitation, access to all technical data, computer facilities, programs, files, documentation and test data. Entrilia shall obey all reasonable and generally applicable rules and procedures at Subscriber’s facilities, provided that Subscriber has provided Entrilia with copies of such rules and procedures in advance. Subscriber’s facilities shall be reasonably safe and sanitary; shall have normal and customary utilities and office support services suitable for the performance of the Professional Services; and shall have normal and adequate offices and office furniture.

To the extent that Subscriber’s personnel are to work with Entrilia or its personnel in connection with the Professional Services, Subscriber must assign Subscriber personnel having skills commensurate with their role with respect to such engagement. To the extent that Subscriber’s failure to assign such personnel materially interferes with Entrilia’s ability to perform the Professional Services, then Entrilia shall be excused from performance of the applicable Professional Services and the parties shall negotiate in good faith a reasonable and equitable adjustment to the Fees (as defined below) and the scope of the Professional Services.

Subscriber acknowledges and agrees that Entrilia may, during the provision of the Professional Services, be dependent upon or use technical data, material and other information furnished by the Subscriber. Subscriber warrants the accuracy and completeness of such information, and Entrilia shall be entitled to rely upon the accuracy and completeness of such information during the provision of the Professional Services with no obligation to make an independent investigation or inquiry. Subscriber shall promptly inform Entrilia of any changes in data, material and other information previously furnished by it.

Subscriber shall pay Entrilia fees for the Professional Services (the “Fees”) in accordance with an applicable Statement of Work.

The parties agree, except for specific projects and deliverables agreed upon in writing by the parties, that all rights in any technology, inventions, know-how, computer code or other materials developed by Entrilia here under (the “Developments”), other than the Confidential Information of Subscriber, is the sole and exclusive property of Entrilia. Upon payment in full, Entrilia grants to Subscriber a license to use the Developments to the extent included in the Deliverables for the sole purpose of utilizing the Deliverables as agreed between the parties. Subscriber agrees to render, at Subscriber’s sole cost and expense, all reasonably required assistance to Entrilia to protect Entrilia’s ownership rights in the Developments, including, without limitation, assignments, bills of sale or other documents necessary to assign or transfer the intellectual property in the Developments. As part of Entrilia’s provision of the Professional Services hereunder, Entrilia may utilize its proprietary works of authorship, pre-existing or otherwise, that have not been created specifically for Subscriber, including without limitation methodologies, templates, flowcharts, architecture designs,software, tools, specifications, drawings, sketches,models, samples, documents and records, as well as copyrights, trademarks, service marks, ideas, concepts,know-how, techniques, knowledge or data, and any derivatives thereof, which have been originated, developed or purchased by Entrilia or by third parties under contract to Entrilia (all of the foregoing, collectively, “Background Technology”). The Background Technology and Entrilia’s administrative communications, records, files and working papers relating to the Professional Services shall also remain the sole and exclusive property of Entrilia.

To the extent that Subscriber utilizes any of the Background Technology as part of Entrilia’s provision of the Professional Services hereunder, and upon payment in full, Entrilia hereby grants to Subscriber a fully paid-up, royalty-free, non-exclusive, non-transferable, non-assignable and revocable license to use such Background Technology in connection with the exploitation of the Deliverables by Subscriber.

Notwithstanding anything to the contrary in this Addendum, neither Entrilia nor its personnel (including, but not limited to, principals or employees) shall in any event be prohibited, enjoined or otherwise impeded at any time or in any fashion by the Subscriber from employing, enhancing or otherwise utilizing any General Skills or Knowledge. For purposes of the foregoing, “General Skills or Knowledge” means all general skills, knowledge, techniques or methods used by Entrilia or its personnel in their work, and includes any know-how, experience,expertise, skill or knowledge that is previously known or used by such personnel or that may be learned or acquired by such personnel during the course of performing the Professional Services , as well as any information, methods or approaches that are publicly or generally used or known by others in the trade or that have been acquired by such personnel as a result of similar work performed by Entrilia in another engagement for another client.

The warranties, warranty disclaimers and warranty exclusions described in Section 9 of the Agreement shall also apply to Entrilia’s performance of the Professional Services and to the Deliverables and the use of any Background Technology by Entrilia.