MASTER AGREEMENT FOR SERVICES

INDEPENDENT CONTRACTOR
##############################
THIS MASTER AGREEMENT FOR SERVICES ("Agreement"), dated May 6, 2013
is between []("Customer") a Delaware registered limited liability partnership with
an office at [] and [] a
Delaware registered corporation with an office at [] ("Contractor").
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1. PURPOSE OF ENGAGEMENT.

Customer agrees to retain Contractor to perform services for Customer on a task-by-

task basis (the "Services") and Contractor agrees to furnish the Services to
Customer on the terms
and subject to the conditions set forth in this Agreement. During the term of this
Agreement,
Customer and Contractor will develop and agree upon statements of work
substantially in the form
of Exhibit A further defining the Services and work product to be provided by
Contractor,
Contractor’s compensation, deadlines, if any, additional terms and conditions
applicable to
specific engagements, if any, and such other details as the parties deem
appropriate (each, a
“Statement of Work”). Statements of Work shall reference this Agreement, shall be
executed by
the parties and shall form a part of this Agreement. In the event of a conflict
between the
provisions of this Agreement and the specific provisions in a Statement of Work,
the provisions
in the Statement of Work shall control if they expressly reference the provisions
of this
Agreement with which they are inconsistent. If Contractor is not a natural person,
the Services
will be performed for Contractor by Contractor’s personnel listed on the applicable
Statement of
Work, and such additional personnel of Contractor as shall, from time to time, be
required.
Customer shall have the right to approve such additional personnel prior to their
being assigned to
perform any of the Services or any replacements for the persons listed on he
applicable Statement
of Work in the event such persons become unavailable to perform the Services for
reasons
beyond Contractor's control. In addition, upon Customer's request, Contractor shall
replace any of
its personnel performing the Services with other personnel approved by Customer. In
performing
the Services, Contractor agrees to provide its own equipment, tools and other
materials at its own
expense, except to the extent otherwise set forth in the applicable Statement of
Work. Customer
may make its facilities and equipment available to Contractor to the extent
necessary to perform
the Services as the parties may mutually agree. It is expressly understood that
Contractor is an
independent contractor and that Contractor shall use its professional discretion in
determining the
means and manner by which to perform the Services.
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2. TERM.

The term of this Agreement shall begin on the date hereof and shall continue until
the first of the following to occur: (i) termination pursuant to Paragraph 7
hereof, or (ii) the
second anniversary of the date hereof.

Page | Revised:07/25/2011
3. CONTRACTOR'S COMPENSATION.

During the term of this Agreement, Customer agrees to compensate Contractor at the
hourly or other billing rate or on a fixed price basis as identified in the
applicable Statement of
Work for the Services. In addition, Customer shall reimburse Contractor its
reasonable and
necessary actual out-of-pocket expenses incurred in connection with performance of
Services
under this Agreement; provided that any expenses for an amount greater than five
hundred
dollars ($500.00) shall be submitted to Customer for its prior written approval.
Contractor shall bill
Customer at monthly intervals. Invoices shall be mailed to:

Customer LLP

PMP # 714

123 Town Square Place

Jersey City, NJ 07310-1756
Attention: Accounts Payable
##############################
Each invoice submitted by Contractor other than for fixed price engagements will
provide
complete supporting detail for each day on which Services were performed by
Contractor, the
dates of Services, hours worked at the negotiated rate on each day, and receipts or
other suitable
detail concerning related expenses. Customer shall pay correct invoices within 45
days of receipt.
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4. OWNERSHIP OF MATERIALS RELATED TO SERVICES.

The parties agree that all ideas, know-how, processes, information, drawings,
documents, designs, models, inventions, copyrightable material and other tangible
and intangible
materials authored, prepared, created, made, delivered, conceived or reduced to
practice, in
whole or in part, by Contractor in the course of providing the Services, including
without
limitation computer programs, computer systems, data and documentation,
(collectively, the
"Works") are the sole and exclusive property of Customer and shall be considered
works made for
hire. In the event any such Works do not fall within the specifically enumerated
works that
constitute works made for hire under the United States copyright laws, Contractor
hereby
irrevocably, expressly and automatically assigns all right, title and interest
worldwide in and to
such Works to Customer, including, without limitation, all copyrights, patent
rights, trade secrets,
trademarks, moral rights and all other applicable proprietary and intellectual
property rights. If
Contractor has any rights to the Works that cannot be assigned to Customer,
Contractor
unconditionally and irrevocably: (1) waives the enforcement of such rights; and (2)
grants to
Customer during the term of such rights, an exclusive, irrevocable, perpetual,
worldwide, royalty-
free license to reproduce, create derivative works of, distribute, publicly perform
and publicly
display such Works, by all means now known or later developed, with the right to
sublicense
such rights through multiple levels of sublicensees. Contractor agrees to render
all reasonably
required assistance to Customer to protect Customer’s rights hereinabove described.
In the event that
Customer is unable to secure Contractor’s signature on any documents deemed
necessary by Customer
to carry out the purposes of this paragraph, Contractor hereby irrevocably
designates and
appoints Customer or its designee(s) as Contractor’s agent and attorney-in-fact,
which appointment
is coupled with an interest, to act for and in Contractor’s behalf to execute,
verify and file any
such documents.
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Page 2 Revised: 07/25/2011
5. COMPLIANCE WITH Customer POLICIES.

Contractor agrees to perform the Services to the best of Contractor's abilities in

accordance with Customer's applicable policies and procedures. Contractor’s
personnel performing
the Services on Customer’s premises or remotely via access to Customer’s networks
or computer
systems shall comply with Customer’s rules and regulations to which Customer
personnel are subject
of which Contractor has been informed, including without limitation such rules and
regulations
pertaining to security of and access to or use of Customer’s premises and data.
Without limiting the
foregoing, Contractor shall perform the Services in a timely and professional
manner in
accordance with applicable professional standards. Customer shall make Contractor
aware of the
policies, procedures, rules and regulations applicable to the performance of the
Services.
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6. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES.
Contractor represents and warrants to Customer that:

(a) Contractor's performance of the Services called for by this Agreement,

including without limitation, the development and delivery of the Works, does not
and shall not
violate: (1) any applicable law, rule, or regulation; (2) any contracts with third
parties; or (3) any
third-party rights in any patent, trademark, copyright, trade secret, or any other
proprietary or
intellectual property right;

(b) Contractor has full authority and sufficient right, title, and interest in and
to the Works, to grant and convey the rights accorded to Customer under Paragraph 4
hereof;

(c) For a period of twelve (12) months following installation (the "Warranty
Period"), any software (and associated documentation) delivered to Customer
hereunder shall: (1)
be free from significant programming errors and from defects in workmanship and
materials; and
(2) conform to the performance capabilities, characteristics, specifications,
functions and other
descriptions and standards applicable thereto as set forth in The applicable
Statement of Work.
In the event that any such errors or defects are discovered during the Warranty
Period, Contractor
shall promptly remedy such defects at no additional cost to Customer;

(d) — All Services will be performed by Contractor, or if the Contractor is not a

natural person, by employees of Contractor who have signed written agreements with
Contractor
that: (1) assign all work product created by such employees to Contractor in a
manner
substantially consistent with Paragraph 4; and (2) have restrictions on the use of
confidential
information no less restrictive than those contained in this Agreement; and

(e) Contractor has conducted a background check with respect to each of the
its personnel performing the Services that includes, at a minimum, items with
respect to an
individual’s civil, criminal, litigation, and educational background, and that
there were no
adverse results to that background check in any aforementioned area. Contractor
will maintain
an inventory of the results of those background checks and will provide copies to
Customer upon
Customer’s request.

Page 3 Revised: 07/25/2011

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7. TERMINATION.

(a) | Customer may terminate this Agreement or any Statement of Work

hereunder for its convenience and without any breach by Contractor upon ten (10)
days written
notice to Contractor without any liability to Contractor other than to pay amounts
due and
payable as of the effective date of termination. Customer may also terminate this
Agreement or
any Statement of Work hereunder immediately upon written notice to Contractor if
Customer shall
determine in its sole discretion that: (i) Contractor has breached Paragraph 9, 11
or 12 hereof, or
(ii) its relationship with Contractor or this Agreement, as it may be amended from
time to time,
or any portion thereof, causes Customer to be in violation of the auditor
independence laws,
regulations, rules or guidelines of the Securities and Exchange Commission, the
Public Company
Accounting Oversight Board or any other governmental, administrative or self-
regulatory body.
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(b) _—_‘In addition, either party may terminate this Agreement or any Statement of
Work hereunder upon thirty (30) days written notice to the other, in the event the
other party
breaches a material term of this Agreement or the applicable Statement of Work and
fails to cure
such breach within such thirty (30) day period.
##############################
8. INDEMNIFICATION.

Contractor hereby agrees to indemnify, hold harmless and defend Customer and any
partner, principal, employee or agent thereof (each of the foregoing being
hereinafter referred to
individually as an "Indemnified Party") against all claims, liabilities, losses,
expenses (including
attorney's fees and legal expenses related to such defense), fines, penalties,
taxes or damages
(collectively Liabilities") asserted by any third party where such Liabilities
arise out of or result
from: (1) the negligence of Contractor in the course of providing any Services
hereunder; or (2)
the representations or warranties made by Contractor hereunder, or their breach.
Customer shall
promptly notify Contractor of any third party claim and Contractor shall, at
Customer's option,
conduct the defense in any such third party action arising as described herein at
Contractor's sole
expense and Customer shall cooperate with such defense.
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9. Customer OR CLIENT CONFIDENTIAL INFORMATION.

All information, documents, software, reports, data, records, forms and other
materials developed by Contractor for Customer or obtained by or disclosed to
Contractor in the
course of performing the Services are the proprietary, confidential and trade
secret information of
Customer. Contractor will deliver to Customer all tangible forms of such
proprietary confidential and
trade secret information and all copies thereof (and all other property obtained
from or through
Customer) when Customer requests the same or immediately upon termination of this
Agreement,

Page 4 Revised: 07/25/2011

whichever occurs earlier. Electronic data provided to Contractor by Customer or
created by
Contractor from information provided by Customer will be returned to Customer if
requested and will
be deleted and permanently erased from all Contractor owned hardware and software
in
accordance with standards and protocols established by Customer. Contractor agrees
during the
term of this Agreement and thereafter that it will take all steps reasonably
necessary to hold
Customer’s and any of its client’s proprietary, confidential and trade secret
information in
confidence. Contractor shall not use or disclose to any person, firm or entity any
proprietary,
confidential or trade secret information of Customer or its clients without
Customer's expressed, prior
written permission. Without limiting the foregoing, if during the course of
providing Services
hereunder, Contractor has access to Personal Information (as defined in Exhibit B),
the terms of
Exhibit B shall apply and be deemed part of this Paragraph 9.
##############################
10. INDEPENDENT CONTRACTOR.

Contractor agrees that Contractor’s relationship with Customer is that of an

independent contractor and nothing in this Agreement shall be construed as creating
a
partnership, joint venture or employer-employee relationship. Neither Contractor
nor any of its
agents will be entitled to any of the benefits which Customer may make available to
its employees,
such as group insurance, profit-sharing, or retirement benefits. Contractor shall
be solely
responsible for complying with all applicable local, state and federal laws
governing self-
employed individuals, including but not limited to obligations such as payment of
federal, state
and local taxes, social security, disability and other contributions attributable
to the rendition of
Services hereunder to Customer. Contractor shall indemnify, hold harmless and
defend Customer
from any and all claims, liabilities, damages, taxes, fines or penalties (i) sought
or recovered by
any governmental entity, including but not limited to the Internal Revenue Service
or any state
taxing authority, arising out of Contractor's alleged failure to pay such taxes or
make such
contributions, or (ii) asserted against Customer alleging that Customer is an
employer, co-employer or
joint employer of any Contractor personnel. Nothing in this Agreement shall be
deemed to
constitute Contractor or Customer the agent of the other. Neither Contractor nor
Customer shall be or
become liable or bound by any representation, act or omission whatsoever of the
other.
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11. CERTAIN RELATIONSHIPS,
Contractor represents, warrants, covenants and agrees as follows:
(a) | Contractor has completed the questionnaire set forth in Exhibit “C” hereto
and the information set forth therein is complete and accurate as of the date
hereof.

(b) Except as set forth in Exhibit “C”, neither Contractor nor any of its
Substantial Equity Owners (as defined below) is, and without Customer’s prior
written approval
will at any time during the term of this Agreement become, a partner, executive
officer, or
member of the Board of Directors or an Equity Owner (as defined below) of any
Securities and
Exchange Commission-registered company (a “Registrant”). A “Substantial Equity
Owner” is an
individual who owns 20% or more of the outstanding equity securities of a legal
entity. An
“Equity Owner” is an individual or entity who owns 5% or more of the outstanding
equity

Page 5 Revised: 07/25/2011

securities of a legal entity. Contractor will notify Customer in writing
immediately if at any time
the information provided in Exhibit “C” is no longer accurate or complete in any
respect.

(c) To obtain Customer’s approval as required in the preceding paragraph,

Contractor shall submit the name of the Registrant to Customer. Customer may
withhold its approval
if the Registrant is, or is likely to become during the term of this Agreement, a
financial
statement audit client of Customer (an “Audit Client”). Customer will respond to a
request for
approval as soon as practicable.

(d) Contractor shall inform Customer in writing immediately of any violation by

Contractor of the terms of this Paragraph 11. If the term of this Agreement is
longer than one
year, Contractor shall confirm the undertakings in subparagraphs 1 1(a) and (b)
above to Customer
in writing on each anniversary of the date of this Agreement during its term.

(e) — If Contractor or any of its Substantial Equity Owners becomes a partner,

executive officer or member of the Board of Directors, or an Equity Owner of any
Registrant that
is an Audit Client, Customer shall have the right to terminate this Agreement
immediately without
further liability or obligation to Contractor.

(f) Contractor shall not hold themselves out as a partner or employee of

Customer.
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12, NON-ASSIGNABILITY.

Contractor shall not assign, transfer, or subcontract this Agreement or any of its
obligations hereunder without Customer's prior written permission.
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13. NON-EXCLUSIVITY.

During the term of this Agreement, Customer may engage the services of any
individual or entity that competes with Contractor or offers services similar to
those offered by
Contractor, and any such engagement shall not be considered a breach of this
Agreement.
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14, SEVERABILITY.

In the event that any term or provision of this Agreement shall be held to be
invalid, void or unenforceable, then the remainder of this Agreement shall not be
affected,
impaired or invalidated, and each such term and provision of this Agreement shall
be valid and
enforceable to the fullest extent permitted by law.
##############################
15. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to the conflict of laws provisions
thereof. The parties
hereby submit to the exclusive personal and subject matter jurisdiction of the
state and federal
courts located in the City and County of New York.
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Page 6 Revised: 07/25/2011
16. INTEGRATION.

This Agreement, including the Exhibits hereto and Statements of Work entered
into hereunder, constitutes the entire agreement of the parties hereto with respect
to the subject
matter hereof and supersedes all prior and contemporaneous representations,
proposals,
discussions, and communications, whether oral or in writing. This Agreement may be
modified
only in writing and shall be enforceable in accordance with its terms when signed
by each of the
parties hereto.
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17. INSURANCE.

Throughout the term of this Agreement, Contractor shall maintain workers

compensation insurance in the amount required by statute, comprehensive general
liability
insurance with coverage of at least one million dollars ($1,000,000) and
professional errors and
omissions insurance for bodily injury, property damage or other losses resulting
from errors or
omissions in connection with Contractor's performance of the Services with coverage
of at least
one million dollars ($1,000,000), in connection with the provision of services by
Contractor
pursuant to the terms of this Agreement. Contractor has provided Customer with
Certificates of
Insurance or self-insurance evidencing the above coverage and shall provide
Customer with prompt
written notice of any material change.
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18. NOTICES.

All notices permitted or required under this Agreement shall be in writing and
shall be by personal delivery, a nationally recognized overnight courier service,
facsimile
transmission or certified or registered mail, return receipt requested. Notices
shall be deemed
given upon the earlier of actual receipt or one (1) day after deposit with the
courier service,
receipt by sender of confirmation of electronic transmission or five (5) days after
deposit with the
U.S. Postal Service. Notices shall be sent to the addresses listed below, or to
such other address
as either party may specify in writing.

If to Customer:

Customer LLP

3 Chestnut Ridge Road

Montvale, NJ 07645

Attn: Firmwide Procurement

With a copy to:

Customer LLP
Office of General Counsel
345 Park Avenue

New York, New York 10154

Page 7 Revised: 07/25/2011

Attention: General Counsel
Fax Number: 212-751-2109
If to Contractor:

Metricstream, Inc

2600 East Bayshore Road

Palto Alto, CA 94303
Attn: Bradley Artique
##############################
19. SURVIVAL.

Paragraphs 4, 6, 8, 9, 10, 14, 15 and 18 shall survive the expiration or earlier

termination of this Agreement by cither party for any reason.
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IN WITNESS WHEREOF, the parties hereto have or caused this Agreement to be
executed by their duly authorized representatives, as of the date first above
written.

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METRICSTREAM, INC Customer LLP

A— P= Fats
By: f= By: Vi; gre
Name;_Andrew Potts Name: Ting
Title:___ CFO Title: Tina_telly
Date: __ May 6, 2013 Date: S ¢| )

##############################

Pago 8 Revised: 07/25/2011

EXHIBIT A

DESCRIPTION OF CONTRACTOR SERVICES

Contractor shall provide the following services:

(Example: Design, coding or of source code related to (name of Project)

project for Customer’s (name of internal department requesting service). All
services shall be
provided by Contractor at the premises known as in the City of

, between the hours of a.m. and p.m. (Add all further details of
description of services. For example, include individual performance requirements
for Services)]

Contractor's personnel performing the Services and their applicable billing rates
shall be
as follows:

Individual Name Billing Rate

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Page 9 Revised:07/25/2011
EXHIBIT B
CONTRACTOR PRIVACY STANDARD
Processing of Personal Information

Standard: Contractor shall process Personal Information only in accordance with

Customer’s
instructions pursuant to Contractor’s agreement with Customer and this Customer
Contractor Privacy
Standard.
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Definitions: The following definitions shall apply to this standard:

“Data Security Breach” means the unintentional loss of Personal Information, the
inadvertent
disclosure of Personal Information, and/or the unauthorized access to or unlawful
or
unauthorized acquisition, processing, transfer or disposal of Personal Information
or any other
type of information through a security breach, loss or corruption involving
Personal Information.
##############################

“Personal Information” means any information supplied by Customer that identifies,

relates to,
describes, or is capable of being associated with, a particular individual,
including, but not
limited to, his or her name, signature, social security number, physical
characteristics or
description, address, telephone number, passport number, driver's license or state
identification
card number, insurance policy number, education, employment, employment history,
bank
account or other financial institution account number, credit card number, debit
card number, or
financial, tax, medical or health information, or any other sensitive personal
information.
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“Processing” means any operation or set of operations which is performed upon
Personal
Information, whether or not by automatic means, such as collection, recording,
organization,
storage, adaptation or alteration, retrieval, consultation, use, disclosure by
transmission,
dissemination or otherwise making available, alignment or combination, blocking,
erasure,
disposal or destruction.
##############################
“Technical and Organizational Security Measures” means administrative, physical,
and technical
safeguards for Personal Information, that are commercially reasonable and
appropriate to the
scope and nature of the business and the information. At a minimum, such measures
shall
include, to the extent technically feasible, the following elements:

e Secure user authentication protocols including:

© control of user IDs and other identifiers;
© a reasonably secure method of assigning and selecting passwords, or use of
unique identifier technologies, such as biometrics or token devices;
© control of data security passwords to ensure that such passwords are kept in a
location and/or format that does not compromise the security of the data they
protect;
© restricting access to active users and active user accounts only; and
o blocking access to user identification after multiple unsuccessful attempts to
gain access or the limitation placed on access for the particular system;
e Secure access control measures that:

Page 10 Revised: 07/25/2011

© restrict access to records and files containing Personal Information to those
who need such information to perform their job duties; and
o assign unique identifications plus passwords, which are not vendor supplied
default passwords, to each person with computer access, that are reasonably
designed to maintain the integrity of the security of the access controls;
Encryption of all records and files containing Personal Information:
o while traveling across public networks,
o while being transmitted wirelessly, or
o when stored on laptops or other portable devices;
Reasonable monitoring of systems, for unauthorized use of or access to Personal
Information;
Use of reasonably up-to-date firewall protection and operating system security
patches, reasonably designed to maintain the integrity of the Personal Information,
Use of reasonably up-to-date versions of system security agent software which must
include malware protection and reasonably up-to-date patches and virus definitions,
or a version of such software that can still be supported with up-to-date patches
and
virus definitions, and is set to receive the most current security updates on a
regular
basis.
Education and training of employees on the proper use of the computer security
system and the importance of Personal Information security.
##############################

Customer retains all existing right, title, and interest in and to any Personal
Information transferred
to Contractor. Contractor shall undertake Processing of al! Personal Information
obtained from
Customer during the course of this Agreement on behalf of, and solely under the
direction and
control of, and pursuant to the instructions of, Customer. Customer grants
Contractor a limited,
revocable and non-exclusive license for Processing Personal Information transferred
from Customer
to the Contractor for those purposes necessary for Contractor to perform its
obligations under this
Agreement and for no other purpose, and provided that Contractor will have no right
to create or
maintain data which is derivative of such data.
##############################

Contractor agrees that at any and all times during which it is Processing Personal
Information
from Customer, or otherwise having access to such Personal Information, it will:

Page II

Develop, implement and maintain a comprehensive, written information security

program incorporating Technical and Organizational Security Measures.
##############################
Comply with all applicable privacy and data protection laws to which it is subject,
including without limitation any applicable international data transfer
restrictions,
local registration and permitting requirements; the Health Insurance Portability
and
Accountability Act of 1996 (“HIPAA”) and regulations promulgated thereunder at 45
C.F.R. Parts 160 and 164 (the “Privacy Regulations” and the “Security
Regulations”),
the Health Information Technology for Economic and Clinical Health Act of 2009
(“HITECH”) and implementing regulations or guidance, and any applicable state law
or regulation;
##############################
Not sell, share, or otherwise transfer or disclose any Personal Information
received
from Customer to any other party without prior written consent from Customer;

Revised: 07/25/2011
e Take all reasonable steps to return, securely destroy, or arrange for the secure
destruction of Personal Information received from Customer at the termination of
this
Agreement or when there is no longer any legitimate business need to retain such
Personal Information;
##############################
e Make the Personal Information available only to its employees or sub-contractors
who
have a legitimate business need to access the Personal Information in order to
assist
Contractor carry out its agreement with Customer, who are bound by legally
enforceable
confidentiality, privacy and data security obligations at least equivalent to those
provided in this Privacy Standard, and who have received training in the
appropriate
Processing of Personal Information; and
##############################
e Assist and cooperate with Customer with any necessary or appropriate disclosures
and
other investigative, remedial and monitoring measures as a result of any Data
Security
Breach.

Contractor shall immediately inform and without unreasonable delay notify Customer,
in writing
AND by e-mail to us-privacy@Customer.com or by telephone to 1-800-Customer HELP
Option 3,
Option 7 or 1-201-505-6365:

e Ofany request for access to, or information about, any Personal Information from
any
government official (including any data protection agency or law enforcement
agency);

e Of any Data Security Breach, including all relevant facts with respect to the
Data
Security Breach, which Contractor knows or has reason to believe has or may have
occurred or is investigating;

e In advance, of any disclosure or transfer of, or access to, Personal Information

to or by
a third party; and
##############################
e Of any and all requests, complaints or other communications regarding the
individual’s Personal Information received from any such individual whose Personal
Information is or may be included among the Personal Information supplied by
Customer. Contractor understands that it is not authorized to respond to these
requests,
unless explicitly authorized by Customer, except for a request received from a
governmental agency with a subpoena or similar legal document compelling
disclosure by Contractor, provided that Contractor notifies Customer in advance of
any
such disclosure.
##############################
Contractor shall indemnify, defend and hold harmless Customer from and against any
and all
liabilities, costs, damages, expenses, attorneys’ fees, computer forensic
examinations, and/or
amounts payable under any judgment, verdict, court order, or settlement for any
Data Security
Breach involving Personal Information provided by Customer while such Personal
Information is in
the possession, custody or control of the Contractor. Upon Customer’s request,
Contractor will
provide evidence that it has established and maintains Technical and Organizational
Security
Measures governing the Processing of Personal Information appropriate to the risks
represented
by the Processing and the nature of the data to be protected. Customer shall have
the right to obtain
from Contractor, and Contractor agrees to provide Customer with, copies of and/or
information
concerning Contractor’s written information security program, and Customer shall
have the right to

Page 12 Revised: 07/25/2011

conduct reasonable inspections and/or audits of Contractor’s information security
protocols, and
Contractor agrees to cooperate with Customer regarding such inspections or audits.
##############################
If Contractor cannot, has not or does not comply with the terms of this Privacy
Standard, Customer
shall be entitled to suspend Contractor’s Processing of Personal Information and to
terminate any
of Contractor’s further Processing of Personal Information, and Customer retains
all other rights
and remedies for breach of this Privacy Standard or Contractor’s agreement with
Customer.
##############################
Page 13 Revised: 07/25/2011
EXHIBIT “C”

CERTAIN RELATIONSHIPS QUESTIONNAIRE

Definitions:

“Substantial Equity Owner” means an individual who owns 5% or more of the

outstanding equity
securities of a legal entity.

1. Is the Contractor an individual?

VI NO (proceed to Question 2)
1 YES (please answer each of (a) and (b) below, after which this questionnaire is
complete)

(a) Is the Contractor a partner, executive officer or member of the board of

directors
of an SEC Registrant?

(1) NO
CZ YES (If yes, please complete).

Name of SEC Registrant Capacity Served — Partner,

Officer or Director

(b) Is the Contractor a direct or indirect Substantial Equity Owner of an SEC

Registrant?

(1 NO
(J YES (if yes, please complete).

Name of SEC

2. Are any of the Contractor’s Substantial Equity Owners individuals?

Page 14 Revised:12/22/2009
J NO (questionnaire is complete)
OO YES = (please answer each of (a) and (b) below, after which this questionnaire
is
complete)

(a) Are any of such individuals a partner, executive officer or member of the board
of directors of an SEC Registrant?

(J No
OC YES (If yes, please complete).
Name of Individual Name of SEC Capacity Served —
Registrant Partner, Officer or
Director

(b) Are any of such individuals a direct or indirect Substantial Equity Owner of an
SEC Registrant?

ONO
CZ YES (If yes, please complete).

Name of Individual Name of SEC

Page 15 Revised: 12/22/2009