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TERMS AND CONDITIONS FOR SALE OF FIREEYE PRODUCT AND SERVICES

1. GENERAL

"Agreement" means the terms and conditions set forth herein. The terms and conditions of this Agreement apply to the purchase of the products (the "Products") and services set forth in a quote submitted by FireEye or its authorized reseller and accepted by Customer through submission of a corresponding purchase order that references this Agreement (collectively, the "Order Documentation"). No terms, provisions or conditions of any purchase order, invoice or other business form or written authorization used by either party shall have any effect on the rights, duties or obligations of the parties hereunder, or otherwise modify, this Agreement, regardless of any failure of either party to object to such terms, provisions, or conditions. Each Product is subject to FireEye's shrink-wrap or click-wrap end-user software license agreement, which is attached as Exhibit A to this Agreement. If there is any inconsistency between this Agreement and the applicable software license agreement ("SLA"), the SLA shall prevail. Customer agrees to abide by the applicable SLA.

2. Payment and Service Terms

Customer agrees to purchase the Products, the Content Feed and Support and Maintenance (both as defined below) for the prices set forth in the Order Documentation. Customer shall make all payments in U.S. Dollars within thirty (30) days after the date of the applicable invoice. So long as Customer has paid in full all associated fees for the Content Feed and Support and Maintenance, the applicable services shall be sold based on an initial term commencing ten (10) days after the shipment of the Products ("Support Commencement Date") and remain in effect for the time period set forth in the Order Documentation. Thereafter, the term shall automatically renew for additional one (1) year periods on each anniversary of the Support Commencement Date, unless either party provides written notice of termination of any services within sixty (60) days prior to such anniversary date. In the event that Customer desires to reinstate the Content Feed and Support and Maintenance after allowing such services to lapse, the renewal term shall commence upon the expiration of the last term paid in full. For each renewal term of the Content Feed and Support and Maintenance, Customer shall pay the then current unit list price, unless otherwise negotiated, for the applicable Content Feed and Support and Maintenance program. For any renewal term, the terms of this Agreement shall govern and all fees shall be payable within thirty (30) days after the invoice date and payable in advance of the applicable term. All fees are non-cancelable and non-refundable. If any payment is more than thirty (30) days late, FireEye may, without limiting any remedies available to FireEye, terminate this Agreement or suspend performance until payment is made current. All prices are exclusive of all sales, use, excise, value added, withholding and other taxes, and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the sale of the Product, which shall be invoiced to and paid by the Customer.

3. Title and Risk of Loss; Inspection

All sales are made F.O.B. FireEye's designated manufacturing facility, and FireEye's title to the Products and the risk of loss of or damage to the Products ordered by the Customer shall pass to Customer at time of FireEye's delivery of Products to the carrier. FireEye is authorized to designate a carrier pursuant to FireEye's standard shipping practices unless otherwise specified in writing by Customer. Customer must provide written notice to FireEye within five (5) days of delivery of the Products of any non-conformity with the Order Documentation. Title to software remains with FireEye at all times.

4. Content Feed

So long as Customer has paid in full all associated fees for FireEye's Max Network Content Feed (defined below), as set forth in the Order Documentation, FireEye shall use commercially reasonable efforts to provide the Content Feed. FireEye shall not collect or disclose to any third party any personally identifiable data or Customer confidential information in connection with the Content Feed unless expressly authorized to do so by Customer. "Content Feed" shall mean all content feeds associated with the Product, both inbound and outbound feeds that are part of FireEye's Malware Protection Cloud (MPC).

5. Support and Maintenance

So long as Customer has paid in full all associated fees for FireEye's support and maintenance, FireEye shall provide support and maintenance services for the Products ("Support and Maintenance"), as set forth at: https://www.fireeyesolution.com/website/termsofuse.html ("Support and Maintenance Terms"). If it is uncertain whether the terms of the FireEye Product Services Sales Agreement or the Support and Maintenance Terms govern in a particular scenario, and the relevant terms of these two agreements conflict, it is understood and agreed that the terms and conditions of this Agreement shall prevail and govern the rights and obligations of the parties.

6. Indemnity

(a) FireEye shall defend Customer, and its officers, directors and employees, against any third party action alleging that the Products infringe a valid U.S. patent or copyright issued as of the date of delivery, and FireEye shall pay all settlements entered into, and all final judgments and costs (including reasonable attorneys' fees) finally awarded against such party in connection with such action. If the Products, or parts thereof, becomes, or in FireEye's opinion may become, the subject of an infringement claim, FireEye may, at its option, (i) procure for Customer the right to continue using such Products, (ii) modify or replace such Products with substantially equivalent non-infringing products, or (iii) require the return of such Products and refund to Customer a pro-rata portion of the purchase price of such Products based on a three-year straight line amortization of the purchase price. SECTION 6(a) STATES THE ENTIRE LIABILITY OF FIREEYE FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

(b) FireEye shall have no indemnification obligations with respect to any action arising out of (i) the use of any Products, or any part thereof, in combination with products not supplied by FireEye, (ii) any modification of a Product not performed or expressly authorized by FireEye, or (iii) the use of any Products other than in accordance with this Agreement and the Specifications, and in such event Customer shall defend FireEye, and its officers, directors and employees, against any such action, and Customer shall pay all settlements entered into, and all final judgments and costs (including reasonable attorneys' fees) awarded against such party in connection with such action.

(c) The indemnification obligations of the parties pursuant to this Section 6 shall be subject to the party seeking indemnification (i) notifying the indemnifying party within twenty (20) days of receiving notice of any threat or claim in writing of such action, (ii) giving the indemnifying party exclusive control and authority over the defense or settlement of such action, (iii) not entering into any settlement or compromise of any such action without the indemnifying party's prior written consent and (iv) providing all reasonable assistance requested by the indemnifying party.

7. WARRANTY

(a) Warranty. FireEye warrants to Customer only that, for a period of one (1) year from the date of shipment by FireEye of a Product (the "Warranty Period"), such Product shall materially conform to FireEye's published specifications in effect as of the date of manufacture ("Specifications"). The software warranty (if any) is as set forth in the SLA.

(b) The foregoing warranty shall not apply if such Product has (i) been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling or use contrary to any instructions issued by FireEye, (ii) been repaired or altered by persons other than FireEye, (iii) not been installed, operated, repaired and maintained in accordance with the Specifications, or (iv) been used with any third party software or hardware which has not been previously approved in writing by FireEye.

(c) If during the Warranty Period: (i) FireEye is notified promptly in writing upon discovery of any error in a Product, including a detailed description of such alleged error, (ii) such Product is returned, transportation charges prepaid, to FireEye's designated manufacturing facility in accordance with FireEye's then-current return procedures, as set forth by FireEye from time to time, and (iii) FireEye's inspections and tests determine that the Product contains errors and has not been subjected to any of the conditions set forth in Section 7(b) above, then, as Customer's sole remedy and FireEye's sole obligation under the foregoing warranty, FireEye shall, at FireEye's option, repair or replace without charge such Product. Any Product that has either been repaired or replaced under this warranty shall have warranty coverage for the remaining warranty period. Replacement parts used in the repair of Product may be new or equivalent to new.

(d) EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER. FIREEYE AND ITS SUPPLIERS EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. FIREEYE ALSO MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS.

8. Limitation of Liability

EXCEPT FOR DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, OR FOR FRAUD, NEITHER FIREEYE NOR ITS SUPPLIERS OR LICENSORS SHALL BE LIABLE WITH RESPECT TO ANY PRODUCT OR OTHER SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS PAID TO FIREEYE UNDER THE PURCHASE ORDER IN WHICH THESE TERMS ARE REFERENCED DURING THE TWELVE MONTH PERIOD PRIOR TO DATE THE CAUSE OF ACTION FIRST AROSE OR (II) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. NEITHER FIREEYE NOR ITS SUPPLIERS OR LICENSORS SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL OR FOR ANY ALLOCATION OF PRODUCTS BETWEEN ITS CUSTOMERS IN THE EVENT OF A SHORTAGE.

9. Compliance with all Applicable Laws; Export Control; U.S. Government Restricted Rights

Customer represents and warrants that it shall comply with all laws and regulations applicable to Customer with respect to the purchase and use of the Products. Customer further acknowledges and agrees that the products purchased, and software licensed, under this Agreement may be subject to restrictions and controls imposed by the United States Export Administration Act and the regulations thereunder. Customer shall not export or re-export any products purchased, or software licensed, under this Agreement into any country in violation of such controls or any other laws, rules or regulations of any country, state or jurisdiction. The Software and Documentation are "commercial items", "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

10. Confidential Information and Non-Disclosure

Except as otherwise provided in this Agreement, the use and disclosure by one party of the other party's Confidential Information received in connection with this Agreement shall be governed by and subject to the terms of the mutual non-disclosure agreement between the parties ("MDNA"). Use of the other party's Confidential Information to carry out the purposes of this Agreement shall be a valid purpose under the MNDA. If the expiration date of the MNDA is earlier than the end of the term of this Agreement, then the expiration date of the MNDA shall be extended to co-terminate with the term of this Agreement, but the obligations of confidentiality shall continue thereafter in accordance with the terms of the MNDA. In any event, such obligations of confidentiality shall remain in effect for no less than three (3) years after the Effective Date of this Agreement. The terms of the MNDA are not otherwise amended by this Agreement. Confidential Information shall include the terms of this Agreement, as well as any information relating to malfunctions, bugs, errors, or vulnerabilities in the Products, constitutes confidential information of FireEye, and Customer will refrain from using such information for any purpose other than obtaining Support Services (or however we define it) from FireEye, and will not disclose such information to any third party.

11. Survival of Terms

The provisions of Sections 7(d) (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Compliance with all Applicable Laws; Export Control; U.S. Government Restricted Rights), 10 (Confidential Information and Non-Disclosure), 13 (Governing Law and Arbitration) and 14 (General), and all accrued payment obligations, shall survive the termination of this Agreement or the relationship with Customer.

12. Assignment

Neither party may assign or transfer this Agreement or any rights or obligations under this Agreement, whether voluntary or by operation of law, without the prior written consent of the other party; provided, however, that either party may assign or transfer this Agreement to any successor by way of merger, acquisition or sale of all or substantially all of the assets relating to this Agreement upon thirty (30) days written notice. Any assignment or transfer of this Agreement made in contravention of the terms hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties' respective successors and permitted assigns.

13. Governing Law; Arbitration

This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act. Any dispute arising from or relating to the subject matter of this Agreement that cannot be resolved thereby within a period of sixty (60) days after notice of a dispute has been given by one party hereunder to the other (the last day of such sixty (60) day period being herein referred to as the "Arbitration Date"), shall be finally settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by a single commercial arbitrator with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the identity of the arbitrator within fifteen (15) days following the Arbitration Date, then an arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the software industry. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action at any time in any court of proper jurisdiction for injunctive and other forms of equitable relief. For all purposes of this Section 13, the parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the Northern District of California.

14. General

This Agreement supersedes all prior communications, transactions, and understandings, whether oral or written, and, together with the SLA and MNDA referenced herein, constitutes the sole and entire agreement between the parties pertaining to the Products. No modification, addition or deletion, or waiver of any of the terms and conditions of this Agreement shall be binding on either party unless made in a non-preprinted agreement clearly understood by both parties to be a modification or waiver, and signed by a duly authorized representative of each party. If any portion of this Agreement is held to be invalid or unenforceable, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement. Neither party shall be responsible for any non-performance or delay (except for delay in payment) attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, government actions, war, civil disturbance, insurrection, sabotage, terrorist acts, labor shortages or disputes, failure or delay in delivery by a party's suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment, or the other party's fault or negligence.

EXHIBIT A

FIREEYE, INC.
SOFTWARE LICENSE AGREEMENT

  1. Grant of License and Restrictions. Subject to the terms hereof, payment of all fees, and any applicable user/use limitations, FireEye grants Licensee a personal, nonsublicensable, nonexclusive, right to use the software that is directly accessible through this installation process, but only (i) in object code form only ("Software"), (ii) on a specifically authorized machine located at a Licensee site authorized by FireEye and (iii) in accordance with FireEye's applicable user documentation and price list. FireEye retains ownership of the Software and Licensee will maintain the copyright notice and any other notices that appear on the Software or on any media containing the Software.
  2. Updates, Malware Detection Content and Support Services. Updates and malware detection content and/or support services are not necessarily provided with the Software, and may require additional payment or include additional terms and conditions. However, to the extent that an update to the Software and/or malware detection content is provided, such update/content shall be deemed "Software" provided subject to this Agreement, and shall be licensed for use only on the specific machine for which it is licensed. If malware detection content/support services are provided, FireEye reserves the right to change the scope or duration of such services at any time, and to access, freely use and distribute data collected from Licensee through such services. If such services are made available, Licensee may be required to pay fees or other charges for use or access to some or all such services, which fees and terms will be specified in the invoice or order form for such service.
  3. Restrictions. Licensee will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Software (except to the limited extent that applicable law prohibits reverse engineering restrictions); (ii) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, the Software (except as expressly and specifically authorized by FireEye), (iii) without the express prior written consent of FireEye, conduct any benchmarking or comparative study or analysis involving the Software ("Benchmarking") for any reason or purpose except, to the limited extent absolutely necessary, to determine the suitability of the Software to interoperate with Licensee's internal computer systems; (iv) disclose to any third party any Benchmarking or any other information related thereto; (v) use the Software or any Benchmarking in connection with the development of products that compete with the Software; or (vi) reproduce, alter or modify the Software. Prior to disposing of any media or apparatus containing any part of the Software, Licensee shall completely destroy the Software contained therein. All the limitations and restrictions on Software in this Agreement also apply to documentation and screens. Further, Software licensed without charge or for a nominal charge will be deemed a free evaluation license and only may be used for purposes of evaluating whether to obtain a paid license, and not for any productive use. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE MAY INCLUDE FEATURES TO PREVENT USE AFTER THE APPLICABLE LICENSE PERIOD AND/OR USE INCONSISTENT HEREWITH. Licensee acknowledges that Software may be distributed alongside or contain or use certain open source or other third party software ("Third Party Software"). THIRD PARTY SOFTWARE IS (IN ADDITION TO THE TERMS AND CONDITIONS OF THIS AGREEMENT), SUBJECT TO AND GOVERNED BY (AND LICENSEE AGREES TO, AND WILL INDEMNIFY FIREEYE FOR NONCOMPLIANCE WITH) THE RESPECTIVE LICENSES FOR SUCH THIRD PARTY SOFTWARE. No rights or licenses are granted other than as expressly and unambiguously set forth herein.
  4. Confidentiality. The Software in source code form remains a confidential trade secret of FireEye and/or its suppliers. The Software is protected by the copyright and other intellectual property laws of the United States and international treaties. Licensee acknowledge that, in the course of using the Software, Licensee may obtain or learn information relating to the Software, which may include, without limitation, information relating to the performance, reliability or stability of the Software, operation of the Software, know-how, techniques, processes, ideas, algorithms, and software design and architecture ("Proprietary Information"). As between the parties, such Proprietary Information shall belong solely to FireEye. During and after the term of this Agreement, Licensee shall hold in confidence and protect, and shall not use (except as expressly authorized by this Agreement) or disclose, Proprietary Information to any third party.
  5. Termination. This Agreement is effective until terminated. Licensee may terminate this Agreement at any time by destroying all copies of the Software and related documentation. This Agree­ment will terminate automatically if Licensee fails to pay the full invoiced amount for the Software or fails to comply with any term or con­dition of this Agreement, including any attempt to transfer a copy of the Software to another party except as provided in this Agreement. Licensee agrees that upon such termina­tion, Licensee will destroy all copies of the Software and related documentation. Except as otherwise expressly provided herein, the terms hereof shall survive any termination. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs.
  6. Limited Warranty and Disclaimer. FireEye warrants to Licensee (and only Licensee) that any media on which the Programs are recorded will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date the Programs are delivered to Licensee. If a defect in any such media should occur during this 90-day period, the media may be returned to FIREEYE (or if Licensee received such Programs from a reseller, to such reseller) and FIREEYE or the reseller, as applicable, will replace the media without charge to Licensee. FIREEYE shall have no responsibility to replace media if the failure of media results from accident, abuse or misuse of the media. FIREEYE AND ITS SUPPLIERS DO NOT WARRANT THAT THE FUNC­TIONS CONTAINED IN THE PROGRAMS WILL MEET LICENSEER REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE PROGRAMS ARE PROVIDED TO LICENSEE WITH NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
  7. Limitation of Liability. LICENSEE'S EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF FIREEYE AND ITS SUPPLIERS RELATED TO THE PROGRAMS SHALL BE EXPRESSLY LIMITED TO REPLACEMENT OF MEDIA AS PROVIDED ABOVE. IN NO EVENT WILL FIREEYE OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUC­TION, OR DELIVERY OF THE PROGRAMS BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST DATA, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBIL­ITY OF SUCH DAMAGES.
  8. Export; U.S. Government Restricted Rights. The Software, including technical data, may be subject to U.S. export control laws and/or export or import regulations in other countries. Licensee will not possess or use the Software, or allow the transfer, transmission, export, or re-export of the Software or any portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency of any country. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, the Software and accompanying documentation provided by FireEye are "commercial items," "commercial computer software" and/or "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.
  9. Miscellaneous. Neither this arrangement nor the licenses granted hereunder are assignable or transferable by Licensee (and any attempt to do so shall be void); FireEye may freely assign, delegate, license and/or transfer this Agreement without consent. Subject to the foregoing, the provisions hereof are for the benefit of the parties only and not for any other person or entity. Any notice, report, approval, authorization, agreement or consent required or permitted hereunder shall be in writing; notices shall be sent to the address the applicable party has or may provide by written notice or, if there is no such address, the most recent address the party giving notice can locate using reasonable efforts. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this arrangement shall otherwise remain in full force and effect and enforceable. This is the complete and exclusive statement of the mutual understanding of the parties with respect to the license granted herein and supersedes and cancels all previous written and oral agreements and communications relating to such license and any waivers or amendments shall be effective only if executed in writing by FireEye; however, any pre-printed or standard terms of any purchase order, confirmation, or similar form, unless signed by FireEye after the effectiveness hereof, shall have no force or effect. The substantially prevailing party in any action to enforce this agreement will be entitled to recover its attorney's fees and costs in connection with such action.
  10. Governing Law; Arbitration. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act. Any dispute arising from or relating to the subject matter of this Agreement that cannot be resolved thereby within a period of sixty (60) days after notice of a dispute has been given by one party hereunder to the other (the last day of such sixty (60) day period being herein referred to as the "Arbitration Date"), shall be finally settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by a single commercial arbitrator with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the identity of the arbitrator within fifteen (15) days following the Arbitration Date, then an arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the software industry. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action at any time in any court of proper jurisdiction for injunctive and other forms of equitable relief. For all purposes of this Section 10, the parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the Northern District of California.

FIREEYE SUPPORT TERMS AND CONDITIONS

These FireEye Support Terms and Conditions (the "Agreement") apply to any supported Products (defined below) that you ("You" or "Customer") have procured from FireEye, Inc. ("FireEye") for support or maintenance services for FireEye products ("Products", which shall consist of hardware components ("Hardware") and software components ("Software")) (the "Services"). The Services offered by FireEye hereunder are expressly conditioned on Customer abiding by the terms of the FireEye Software License Agreement ("SLA"), which is hereby incorporated by reference into the Agreement. In the event of any conflict between this Agreement and the SLA, the terms of the SLA shall control.

Customer acknowledges and agrees that Customer has read, understood and agreed to the terms and conditions of this Agreement. IF YOU DO NOT AGREE WITH ALL THE TERMS, CONDITIONS AND LIMITATIONS OF THE AGREEMENT, YOU MUST CEASE IMMEDIATELY ALL USE OF THE SERVICES. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF FIREEYE SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF YOU HAVE ORDERED THE SERVICES, FIREEYE'S ACCEPTANCE IS EXPRESSLY CONDITIONAL ON CUSTOMER'S ASSENT TO THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY FIREEYE, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

In the event Customer has purchased the Products and pass-through support from FireEye through a FireEye authorized reseller (a "Reseller"), Customer will be entitled to all the rights herein set forth related to the level of service requested and paid for by it, provided Customer: (a) is the original purchaser of the covered Products, (b) has provided true, accurate, current and complete information to FireEye included with its purchase; and (c) has maintained and updated this information to keep it true, accurate, current, and complete.

1. SUPPORT SERVICES PROVIDED BY FIREEYE

FireEye offers a range of programs for the support of its Products as described below ("Support Programs"). Customer shall be entitled to receive the Services specified on the applicable support invoice and described below to the extent that Customer has paid in full the Support Fee (as defined below) for such services.

1.1 Software Maintenance Services – include each of the following:

Software Updates. During the Term (as defined below), FireEye shall provide Customer notification of bug fixes, patches and minor enhancements to the features or functions of the Licensed Software ("Updates"). FireEye may designate a particular release of the Licensed Software as an Update at its sole discretion. Customer may obtain Updates either through delivery of a machine-readable copy pursuant to instructions contained in the document notifying Customer of an available Update or by downloading the Update from FireEye's server via the Internet. FireEye reserves the right to impose additional charges for releases of Licensed Software (i) that provide major enhancements to the features or functions of the Licensed Software, as determined by FireEye at its sole discretion; or, (ii) that provide additional features or perform additional functions not provided or performed by the Licensed Software.

Software Error Corrections. During the term of this Agreement, FireEye shall use commercially reasonable efforts to correct any reproducible programming error in the Software attributable to FireEye, employing a level of effort commensurate with the severity of the error, provided, however, that FireEye shall have no obligation to correct all errors in the Software. Upon identification of any programming error, Customer shall notify FireEye of such error in writing and shall provide FireEye with enough information to locate and reproduce the error. FireEye shall not be responsible for correcting any errors not attributable to FireEye. Errors attributable to FireEye shall be those that are reproducible by FireEye on unmodified Software. If it is found that a particular error is fixed in the most current Software release, then FireEye shall have no obligation to fix the error in any prior Software release and Customer will need to upgrade to the current Software release in order to obtain the fix.

1.2 Support Programs

1.2.1 Basic Support includes all of the services set forth above under Software Maintenance Services (Section 1.1) and additionally:

Email, Live Chat, Web and/or Telephone Support. During the term of this Agreement, FireEye shall provide Customer technical email, live chat, web and/or telephone support for the Products during the hours of 9:00 a.m. to 5:00 p.m., local time, Monday through Friday, excluding local holidays. FireEye’s support technician shall only be obligated to respond to Customer’s two (2) designated contacts.

FireEye shall use commercially reasonable efforts to respond to the request for support within one (1) hour of receiving the inquiry from Customer if received during the business hours noted above, (or if received out of these hours, on the next succeeding business day) regarding use or installation of the Product that is communicated to FireEye via one of the mechanisms above to the attention of FireEye’s support engineers.

Product Return. During the term of this Agreement, Customer shall have the right to return to FireEye any defective Product subject to the limited warranty. Prior to any such return, Customer shall verify that said Product is defective by logging a support request via one of the mechanisms described above and shall obtain from FireEye a Return Material Authorization ("RMA") number. Customer shall request each RMA number from FireEye in accordance with FireEye's RMA procedures including providing the part number, serial number, quantity and reason for return, an explanation of all failure symptoms and other relevant information. Within five (5) business days after FireEye issues an RMA number for the defective Product, Customer shall package said Product in its original packing material or equivalent, write the RMA number on the outside of the package and return said Product, at Customer's cost, shipped properly insured, freight prepaid, FOB FireEye's designated facility. Customer shall enclose with the returned Product the applicable RMA form, and any other documentation or information requested by FireEye customer support. Customer shall assume any and all risk of loss of or damage to such Product during shipping. FireEye shall ship via a recognized express courier service the repaired Product or a replacement Product to Customer no later than ten (10) business days after FireEye's receipt of the defective Product from Customer. In repairing or replacing any defective Products, FireEye may use new or reconditioned parts or Product, as the case may be, of equivalent or better quality, at FireEye's sole discretion. FireEye shall pay the shipping costs to ship the replacement Product to Customer, but Customer shall bear any and all risk of loss of or damage to said Product at all times after said Product is made available by FireEye to the common carrier. Title to any Product returned hereunder shall at all times remain with Customer unless and until FireEye replaces such Product at which time title to such Product shall pass to FireEye. Should FireEye replace the defective Product, the support service will transfer from the defective Product to the replacement Product.

1.2.2 Platinum Support includes all of the services set forth above under Software Maintenance Service (section 1.1) and Basic Support (section 1.2) and additionally:

Email, Live Chat, Web or Telephone Support. During the term of this Agreement, FireEye shall provide Customer technical email, live chat, web or telephone support for the Products twenty-four (24) hours per day, 365 days a year. FireEye's support technician shall only be obligated to respond to Customer's six (6) designated contacts.

FireEye shall use commercially reasonable efforts to respond to the request for support within one minute of receiving the inquiry from Customer regarding use or installation of the Product that is communicated to FireEye via one of the mechanisms above to the attention of FireEye's support engineers.

Product Return. During the term of this Agreement, Customer shall have the right to return to FireEye any defective Product subject to the limited warranty. Additionally, FireEye will fulfill the following Advance Return provisions below.

Advance Return

Prior to any return as to which Advance Return applies, Customer shall verify that said Product is defective by logging a Support request via one of the mechanisms described above and shall obtain from FireEye a RMA number, upon confirmation by FireEye of a defect. Customer shall request each RMA number from FireEye in accordance with FireEye’s RMA procedures including providing the part number, serial number, quantity and reason for return, an explanation of all failure symptoms and other relevant information. FireEye shall ship via a recognized express courier service a replacement Product to Customer no later than one (1) business day after FireEye’s issuance of an RMA number. The replacement Product may be a new or reconditioned Product (of equivalent or better quality) at FireEye’s sole discretion. FireEye shall pay the shipping costs to ship the replacement Product to Customer, but Customer shall bear any and all risk of loss of or damage to said Product at all times after said Product is made available by FireEye to the common carrier. The support service will transfer from the defective Product to the replacement Product. Within five (5) business days after Customer receives the replacement Product from FireEye, Customer shall package said defective Product in its original packing material or equivalent, write the RMA number on the outside of the package and return said defective Product, at FireEye’s cost provided Customer utilizes FireEye’s designated courier service and properly packages the defective Product according to FireEye’s instructions, shipped properly insured, FOB FireEye’s designated facility (except that FireEye shall pay for shipping). Customer shall enclose with the returned Product the applicable RMA form, and any other documentation or information requested by FireEye customer support. Customer shall assume any and all risk of loss of or damage to such Product during shipping. Title to the defective Product shall pass to FireEye upon FireEye’s receipt thereof. When a replacement Product is provided and Customer fails to return the defective Product to FireEye within ten (10) business days after Customer receives the replacement Product from FireEye, FireEye may charge Customer, and Customer shall pay for the replacement Product at the then-current list price.

1.2.3 Federal Platinum includes all of the services set forth above under Software Maintenance Service (section 1.1) and Platinum Support (section 1.2.2), and additionally:

Email, Live Chat, Web or Telephone Support. Access to U.S. citizens for the fulfillment of all technical support requests.

1.2.4 Platinum Plus Support includes all of the services set forth above under Software Maintenance Service (section 1.1) and Platinum Support (section 1.2.2), and additionally:

Email, Live Chat, Web or Telephone Support. During the term of this Agreement, FireEye's support technician will respond to technical requests from Customer's unlimited designated contacts.

Onsite Support. Customer may request an onsite visit no more than once annually, by FireEye customer support for a period of one (1) day, provided that Customer reimburses all Travel and Expenses incurred as part of fulfilling such onsite visit. Such onsite visit may be requested in order to review support delivery, specific incidents or product requests. Should additional days or visits be required, Customer may order such additional days at FireEye's then-current fees and policies.

Access to Support. Customer will be provided with direct access to advanced engineering support. A designated single point of contact will be made available to be the focal point of contact within FireEye for Customer's technical issues. A technical account manager will be also be assigned to Customer to assure the success of a large project or new deployment.

Reporting. FireEye will supply Customer with monthly reports detailing technical support provided during the previous month. Quarterly business reviews will also be scheduled.

1.2.5 Special Services

FireEye agrees to use commercially reasonable efforts to respond to any requests by Customer for support services not specifically provided for above. Customer acknowledges that all such services provided by FireEye shall be at FireEye's discretion and then-current fees and policies.

2. CUSTOMER RESPONSIBILITIES

2.1 Requesting Services. When requesting Services from FireEye under this Agreement, Customer should have the following useful information available to provide to FireEye, if requested: (i) detailed problem description, including operating system ("OS") version, Product model and serial number(s), of the affected Product, and a detailed description of the troubleshooting that has already been done to try to resolve the problem; (ii) detailed system log files; (iii) configuration and login details to allow FireEye access as needed to the Products via the Internet for the purpose of providing support services and permissions needed in order for FireEye to conduct such remote access; (iv) a detailed description of changes to the environment; and (v) Customer's unique ID, the serial number(s) of the Product(s) covered by this Agreement or other unique customer identifier as assigned to Customer by FireEye. Customer acknowledges and agrees that failure to have any or all information or access available as needed by FireEye in order to provide the Services may result in delays in FireEye's response and/or may hinder FireEye's ability to perform the Services. FireEye will not be responsible for any such delays and inability to perform due to causes not due to FireEye.

2.2 Customer Assistance. Customer agrees to: (i) ensure that their site complies with any and all applicable FireEye published system environmental specifications; (ii) follow FireEye's procedures when requesting Services; (iii) provide FireEye reasonable access to all necessary personnel to answer questions or resolve problems reported by Customer regarding the Products; (iv) promptly implement all Updates and error corrections provided by FireEye under this Agreement; and (v) maintain FireEye supported versions of required third party software, if any. Customer agrees to use reasonable efforts to resolve internally any support questions prior to requesting support services pursuant to this Agreement. During the term of this Agreement, FireEye may obtain information regarding Customer's email communication and Customer agrees that, as a condition to entering into this Agreement and FireEye's commitment to providing Services, FireEye may use statistical data generated regarding Customer's email correspondence with customer support so long as the source or content of the emails is not being disclosed.

2.3 Contact People. Customer shall appoint the specified number of individuals (depending upon the support program purchased) within Customer's organization to serve as contacts between Customer and FireEye and to receive support through FireEye's telephone support center. Customer's contacts shall have been adequately trained on the Products and shall have sufficient technical expertise, training and experience. All of Customer's support inquiries shall be initiated through these contacts.

3. EXCLUSIONS

Notwithstanding anything else contained in this Agreement to the contrary, FireEye shall have no obligation or responsibility to provide any support services relating to problems arising out of or related to (i) Customer's failure to implement all Updates to the Licensed Software which are made available to Customer under this Agreement; (ii) the failure to provide a suitable installation environment; (iii) any alteration, modification, enhancement or addition to the Products performed by parties other than FireEye; (iv) use of the Products in a manner, or for a purpose, for which they were not designed; (v) accident, abuse, neglect, unauthorized repair, inadequate maintenance or misuse of the Products; or relocation of the Products (including without limitation damage caused by use of other than FireEye shipping containers), (vi) operation of the Products outside of environmental specifications; (vii) interconnection of the Products with other products not supplied by FireEye; (viii) use of the Licensed Software on any systems other than the specified hardware platform for such Licensed Software; or (ix) introduction of data into any database used by the Licensed Software by any means other than the use of the Licensed Software. Notwithstanding anything else contained in this Agreement to the contrary, FireEye will support all generally available ("GA") versions of the FireEye OS, for a minimum of one (1) year from GA release date, regardless of the number of supported OS GA versions. FireEye will also support the two (2) most current OS GA versions, regardless of the elapsed time from GA release date. If available, support for any other OS versions or for other problems not covered under this Agreement may be obtained at FireEye's then-current fees and policies for such services. FireEye's complete end of life policy can be found at https://www.fireeyesolution.com/support/supported-products.html.

4. COMPENSATION AND TAXES

Compensation. As compensation for any given support term, Customer agrees to pay FireEye as provided in the relevant invoice issued by FireEye to Customer for the services to be provided hereunder in United States dollars a fee in the amount of the Support Fee (the "Support Fee"). Thereafter, FireEye shall invoice Customer for the Support Fee for any renewal period no earlier than sixty (60) calendar days prior to the expiration of the then-current term at a Support Fee as defined in FireEye's then-current price list. All payments shall be due and payable in United States dollars within thirty (30) calendar days of the date of the invoice. FireEye may change the Support Fee due under this Agreement at its sole discretion by providing Customer with written notice at least thirty (30) calendar days prior to the renewal date. All fees herein are non-cancelable and non-refundable.

Taxes. In addition to other payments due under this Agreement, Customer shall pay any taxes, duties or charges of any kind (including any withholding or value added taxes) imposed by any federal, state or local governmental entity for Products or Services provided under this Agreement, excluding only taxes based solely on FireEye's net income, unless Customer provides FireEye with a valid tax exemption certificate authorized by the appropriate taxing authority.

Lapsed Support. After any lapse of Services, the parties subsequently may elect to reinstate such Services for Products for which the Services lapsed pursuant to the terms and conditions set forth in this Agreement; provided, however, that (i) Customer agrees to pay for the period of time that has lapsed as well as any renewal term, and (ii) such Products must be in good working condition, as solely determined by FireEye or its designee.

5. TERM AND TERMINATION

Term. Unless otherwise agreed to between the parties in a SLA or an ordering document agreed to between the parties, the term of this Agreement shall commence ten (10) days after shipment of the Product, provided Customer has paid the appropriate Support Fee therefore (the "Support Commencement Date") and shall continue in full force and effect for a period stated in the corresponding order (the "Term").

Thereafter, this Agreement shall automatically renew for continuous one-year periods on the anniversary date of the Support Commencement Date, unless (i) either party notifies the other of its intent not to renew at least thirty (30) calendar days prior to the renewal date; or (ii) otherwise negotiated between the parties. The provisions of Sections 5 (Term and Termination), 6 (Ownership Use; Warranty Disclaimer), 7 (Limitation of Liability), 8 (Damages Waiver) and 9 (Miscellaneous) shall survive any termination or expiration of this Agreement and shall continue to apply in accordance with their terms.

Support Program Upgrade. At any time during the Term, Customer may upgrade to FireEye's next level of Support Program by (i) notifying FireEye of Customer's desire to upgrade; (ii) acknowledging in writing the then-current terms and conditions for the relevant Support Program; and (iii) paying FireEye the additional Support Fee owed in connection with such upgraded Support Program.

Termination. This Agreement shall terminate (i) upon the termination of the SLA; (ii) immediately by a party on written notice to the other party in the event that the other party is in material breach of this Agreement, if such material breach cannot be remedied; (iii) immediately by a party on written notice to the other party in the event that the other party is in material breach of this Agreement, if such material breach can be remedied, and the other party fails to cure such material breach within thirty (30) calendar days after written notice thereof; or (iv) immediately by a party on written notice to the other party in the event that the other party has committed again a previously remedied material breach. If this Agreement is terminated for FireEye's breach, FireEye shall refund any unearned amounts paid by Customer. Otherwise, upon such termination, all earned and unpaid fees and other charges payable under this Agreement shall become immediately due and payable.

6. OWNERSHIP AND USE; WARRANTY DISCLAIMER

6.1 Ownership and Use. All Updates and other changes, improvements, bug fixes or other modifications to the Licensed Software provided under this Agreement shall be deemed to be included within the Licensed Software and shall be subject to the terms and conditions of the SLA.

6.2 Support Services Warranty. FireEye warrants it will provide the Services in a professional and workmanlike manner consistent with good industry standards and practices. As Customer’s sole and exclusive remedy and FireEye’s entire liability for any breach of the foregoing warranty, FireEye will re-perform in a conforming manner, any nonconforming Services that are reported to FireEye by Customer in writing within sixty (60) days after the date of completion of such Services.

6.3 Warranty Disclaimer. All Updates or other modifications to the Software provided hereunder are subject to the warranty in the SLA. Nothing in this Agreement shall be construed as expanding or adding to such warranty. FireEye shall use all reasonable commercial efforts to provide the support requested by Customer under this Agreement in a professional and workmanlike manner, but FireEye cannot guarantee that every question or problem raised by Customer shall be resolved. UNLESS OTHERWISE PROVIDED HEREIN, FIREEYE MAKES, AND CUSTOMER RECEIVES, NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARISING IN ANY WAY OUT OF, RELATED TO, OR UNDER THIS AGREEMENT OR THE PROVISION OF MATERIALS OR SERVICES HEREUNDER, AND FIREEYE HEREBY SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS, IMPLIED, STATUTORY AND OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS INCLUDING WITHOUT LIMITATION THOSE ARISING FROM A COURSE OF DEALING, LAW, USAGE OR TRADE PRACTICE AND THE IMPLIED WARRANTIES OR CONDTIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY.

7. LIMITATION OF LIABILITY

TO THE EXTENT ALLOWED BY APPLICABLE LAW, ALL LIABILITY OF FIREEYE AND ITS SUPPLIERS FOR CLAIMS RELATING TO OR ARISING OUT OF THIS AGREEMENT OR OTHERWISE, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, EQUITY OR ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT. THE LIMITATIONS CONTAINED IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT.

8. DAMAGES WAIVER

IN NO EVENT SHALL FIREEYE OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, RELIANCE OR PUNITIVE DAMAGES, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, EQUITY OR ANY OTHER THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT OR LICENSED SOFTWARE, EVEN IF FIREEYE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, COSTS OR DAMAGES. THE LIMITATIONS CONTAINED IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT.

9. GENERAL PROVISIONS

THIS AGREEMENT IS ENTERED INTO IN THE STATE OF CALIFORNIA, UNITED STATES OF AMERICA, AND SHALL BE CONSTRUED, ENFORCED AND GOVERNED SOLELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The personal and exclusive jurisdiction and exclusive venue of any action with respect to the subject matter of this Agreement shall be the Superior Court of California for the County of Santa Clara or the United States District Court for the Northern District of California and each of the parties hereto submits itself to the personal and exclusive jurisdiction and exclusive venue of such courts for the purpose of any such action. Notwithstanding the foregoing, either party may seek equitable relief in any court of appropriate jurisdiction with respect to any alleged breach of such party's proprietary rights. No modification of this Agreement, nor any waiver of any rights, shall be effective unless assented to in writing by the party to be charged. The waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default. Any required notices shall be given in writing, and shall be delivered personally, electronically or by mail. Notices shall be deemed served when personally or electronically delivered or, if delivery is by mail, five (5) calendar days after mailing. The relationship of the parties hereunder is that of independent contractors. Other than the payment of moneys, nonperformance of either party shall be excused to the extent that performance is rendered commercially unreasonable by acts of God, war, fire, flood, riot, power failure, embargo, material shortages, strikes, governmental acts, man-made or natural disasters, earthquakes, failure or limitation of supply or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party, and provided that such party notifies in writing the other party of the existence of such situation. If, for any reason, a court or other body of competent jurisdiction finds, or the parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. The parties shall negotiate in good faith an enforceable substitute provision that most nearly achieves the intent and economic effect of such invalid or unenforceable provision. This Agreement sets forth the entire Agreement and understanding, express or implied, written or oral, of the parties with respect to the support services for the Product and supersedes any and all prior and contemporaneous agreements and understandings relating thereto, express or implied, written or oral, between the parties. Customer shall not assign its rights or obligations under this Agreement without the prior written consent of FireEye, except to a purchaser of substantially all of the business or assets of Customer that agrees to be bound by all of the terms and conditions of this Agreement. Section headings herein are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The parties agree that the terms and conditions of this Agreement are confidential, and that neither party shall disclose the contents of this Agreement without the prior written consent of the other party.