EMC Corporation

IMPORTANT � PLEASE READ CAREFULLY

EMC Velocity² Technology & ISV Program Agreement

This EMC Velocity² Developer ISV Program Agreement is a legal agreement between EMC Corporation, with a principal place of business at 176 South Street, Hopkinton, MA 01748 (�EMC�) and the company identified in the EMC Velocity²Technology & ISV Program membership form (�Developer�).� By clicking on the �I Accept� button set forth below you represent to EMC that you are authorized to bind the Developer and agree on behalf of the Developer that the terms of the Agreement shall govern the parties� relationship if Developer is admitted the Velocity² Technology & ISV Program (�Program�). The Effective Date of the Agreement shall be the date on which Developer clicks on the �I Accept� button set forth below.

1.0 DEFINITIONS

1.1. �Agreement� means this EMC Velocity² Technology & ISV Program Agreement and the Program Guide for the applicable Specialty to which Developer is admitted.

1.2. �Confidential Information� means information or materials provided by one party to the other in tangible form and labeled �confidential,� or, if disclosed orally, are identified as being confidential at the time of disclosure and are followed up within 30 days with an identifying record, but shall not include information or materials that (i) are or become generally known to the public; or (ii) were rightfully known to the receiving party prior to receiving same from the disclosing party; or (iii) are or were disclosed by the disclosing party to a third party generally without restriction on disclosure; or (iv) the receiving party lawfully received from a third party without that third party�s breach of agreement or obligation of trust; or (v) are independently developed by the receiving party.

1.3. ��Developer Product� means Developer�s software program(s) or hardware products and related documentation identified in an approved Specialty membership application.

1.4. �Development Kit� means the toolkits or application programming interfaces included with an EMC Product identified on the applicable Program Guide, including any documentation, header files, interface specifications, and/or code samples included therein. �

1.5. �EMC Product� means the EMC products for the appropriate Specialty made available to Developer under the Program, including any pre-release versions, if any, which EMC actually delivers to Developer.

1.6. �Logo(s)� means the EMC Velocity² Technology & ISV Program Logo and any other logo which EMC may license to Developer for use under the Program.

1.7. �Program Guide� means the then-current program description and associated terms and conditions for the Specialty attached to this EMC Velocity² Technology & ISV Program Agreement, or as hereafter described on EMC�s website � www.emc.com or any successor URL designated by EMC.

1.8. �Specialty� means each product-specific program within the Velocity² Technology & ISV Program described on EMC�s website � www.emc.com or any successor URL designated by EMC.

2.0 PROGRAM PARTICIPATION

2.1. Program Membership. �To be eligible to participate in the Program, Developer must first submit a completed application through the appropriate website for the Program and Specialty.� EMC reserves the right to limit acceptance to the Program.� Developer is not a member of the Program until EMC sends Developer notice of acceptance to the Program. Notice will be sent to the email address and contact provided by Developer in the Program application.� Upon acceptance to the Program, Developer shall receive all benefits set forth in the then-current Program Guide.�

2.2. Changes in Program Guide.� EMC reserves the right to modify the terms of the Program Guide from time to time, which shall be binding against Developer when posted by EMC and without requirement on the part of EMC to provide notice.� Changes to the Program Guide shall specifically exclude changes to the terms of this EMC Velocity² Technology & ISV Program Agreement, which shall require Developer�s consent.� Developer�s sole and exclusive remedy if EMC makes any undesired changes in the Program Guide is to terminate Partner�s participation in the Specialty or terminate the Agreement in accordance with Section 5 below.

2.3. Costs. Except for activities covered by Program fees, each party shall be solely responsible for any costs it incurs in developing, marketing, supporting, maintaining or updating its own products or otherwise participating in the Program. Fees due under this Agreement, if any, shall be paid in United States currency.

3.0 LICENSE GRANTS, RESTRICTIONS

3.1. License Grant.� Provided that Developer is accepted into a Specialty, and subject to Developer�s compliance with the terms of the Agreement, EMC grants to Developer the licenses set forth in the Program Guide. �

3.2. Developer Feedback. If Developer provides to EMC suggestions, comments and other technical information regarding the Development Kit or EMC Products ("Feedback"), Developer grants to EMC a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid up license to make, use, copy, modify, distribute any Feedback (including derivative rights thereto) as part of any product, technology, or service offered by EMC.

3.3. No Reverse Engineering. �Except as expressly authorized herein, Developer shall not copy, modify, or make derivative works of the Development Kit or EMC Products. Developer shall not take any steps to discover the human readable source code of the Development Kit or EMC Products. Developer shall not remove or obscure any copyright, or other proprietary rights notices from any originals or copies of the Development Kit or EMC Products.

3.4. EMC Title. �EMC owns all rights in and to the Development Toolkit, the EMC Product(s), the Logos, or any EMC Confidential Information. EMC reserves all rights not expressly granted under this Agreement.

3.5. Developer Title.� Developer owns any software developed using the Development Kit to enable the Developer Product to integrate or interoperate with EMC Products, subject to EMC�s rights in the Development Kit and EMC Products.� Developer owns all rights in and to the Developer Product and Developer Confidential Information.

3.6. Logo License � Provided that Developer is accepted into a Specialty, and subject to Developer�s compliance with the terms of the Agreement, EMC grants Developer a personal, nonexclusive, nontransferable, royalty-free, terminable license to use the Logo solely for the purpose of promoting that Developer is a participant in the Program, but not in connection with any specific EMC Product. Developer�s use of the Logo shall inure to the benefit of EMC.�� Developer shall use the Logo(s) only in the form and manner prescribed by EMC and in compliance with the Logo usage guidelines and/or graphic standards, if any, provided to Developer by EMC or made available at the Program web site.� Developer shall promptly make any changes required by EMC to bring Developer�s use into compliance if EMC determines that Developer is misusing the Logo in any manner.� EMC may modify or replace the Logo at any time.� EMC may in its discretion and without liability to Developer terminate or condition Developer�s use of the Logo in any or all countries.

4.0. CONFIDENTIALITY

4.1. Confidential Information.� The receiving party shall protect the other�s Confidential Information by means of the same standard of care as used by the receiving party to protect its own information of a similar nature and importance, and no less than reasonable care. The receiving party shall not make the other's Confidential Information available to any third party and shall use the Confidential Information only to fulfill its obligations or to exercise its rights hereunder and shall dis�close Confidential Information only to those persons in its organization who have a need to know such Confidential In�formation in connection with the Agreement and who are under a confidentiality obligation to Developer. Each party will promptly report to the disclosing party any actual or suspected breach of the terms hereof. Developer acknowledges that the Development Kit and any EMC Products provided to Developer constitute EMC Confidential Information.

4.2. Publicity.� Except as set forth below, Developer and EMC shall not, and shall not authorize, assist or permit another party to originate or produce, any written publicity, press release or other public announcement relating to the Agreement, without the prior written approval of the other party. EMC may use Developer�s name and logo in any list of Program members and/or EMC�s interoperability matrix on EMC�s public website without prior approval, provided EMC complies with Developer's then current logo guidelines as provided by Developer.

5.0. TERM AND TERMINATION

5.1. Term.� �The Agreement commences on the Effective Date and will automatically renew on an annual basis unless earlier terminated by either party in accordance with this Section.�

5.2. Termination.� The Agreement shall automatically terminate without notice if Developer is not accepted into the Program or if Developer fails to make an annual payment due within thirty (30) days of EMC�s notice that payment is delinquent.� Developer may terminate the Agreement at any time for any reason or no reason by issuing thirty (30) days� written notice to EMC.� EMC may terminate this Agreement for convenience by providing Developer sixty (60) days written notice prior to the applicable renewal date.� Either party may terminate this Agreement if the other party materially breaches an obligation hereunder which is not cured within thirty (30) days from receipt of notice thereof.��

5.3. Effect of Termination.� Upon termination, Developer shall (i) immediately pay to EMC all amounts owed to EMC, if any, and shall remove the Logo from all Developer web sites and all Developer materials in electronic form;. �and, (ii) upon the earlier of the next release of the Developer Product or sixty (60) days after termination or, discontinue all use of the Development Kit, EMC Products and Logo and shall return or destroy such Development Kit or EMC Product, and any copies thereof, , and certify in writing to EMC that all such have been returned to EMC or destroyed and that no further use of the foregoing is being made by Developer. �

5.4. Survival. �Sections 1.0, 3.2, 3.3, 3.4, 3.5, 4.0, 6.0, 7.0, and 8.0 of the Agreement shall survive the termination or expiration of the Agreement.

6.0. WARRANTIES.� THE DEVELOPMENT KIT IS PROVIDED �AS IS.� EMC MAKES NO EXPRESS WARRANTIES, WRITTEN OR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FIT-NESS FOR PARTICULAR PURPOSE, OR NONIN-FRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEAL-ING OR PERFORMANCE OR USAGE OF TRADE.

7.0. LIMITATION OF LIABILITY

7.1. Direct Damages. EMC�S TOTAL LIABILITY AND DEVELOPER�S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH ANY ITEMS OR SERVICES PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY EMC�S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED US$50,000.

7.2. Indirect Damages. EXCEPT FOR CLAIMS ARISING OUT OF DEVELOPER�S BREACH OF EMC�S INTELELCTUAL PROPERTY, NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE) ARISING OUT OF OR IN CONNECTION HEREWITH OR THE USE OR PERFORMANCE OF THE DEVELOPMENT KIT, EMC PRODUCT OR DEVELOPER PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

8.0. GENERAL. The terms in this EMC Velocity² Technology & ISV Program Agreement and the Program Guide constitute the entire agreement between the parties with respect to Developer�s participation in the Program, and supersede all prior oral or written communications and agreements concerning the Program. ��This is a non-exclusive arrangement. The parties are independent contractors, and are not legal representatives of the other, partners, joint venturers, principals, or agents of the other.� Neither party may bind the other in any manner. If any provision hereof is held illegal or unenforceable, such provision shall be deemed separable from, and shall in no way affect or impair the validity or enforceability of, the remaining provisions.� EMC may, without limiting its other rights and remedies, be entitled to equitable relief, including but not limited to injunctive relief.� Developer shall comply with all applicable export laws, orders and regulations and obtain all necessary governmental permits, licenses and clearances. The Agreement shall be governed by the laws of the Commonwealth of Massachusetts, excluding its conflict of law rules. �No waiver of any rights herein shall be effective unless assented to in writing, and shall not constitute a waiver of any other right or remedy hereunder or any subsequent breach or default.� Except for usual and routine business communica�tions, all other notices issued under this Agreement shall be sent in the case of (i) EMC, to EMC General Counsel, 176 South Street, Hopkinton, MA 01748, Attn: Notice under Velocity Technology & ISV Program (ii) Developer, to the name and address registered with EMC. Notices shall be deemed received (i) when hand delivered by a representa�tive of the sender; (ii) three (3) days after having been sent by registered or certified mail; (iii) when sent by electronic transmission, with written confirmation by the method of transmission.

�� EMC Velocity² Technology & ISV Content Management Specialty Program Guide Terms

��

The following terms and conditions supplement the terms in the existing EMC Velocity² Technology and ISV Program Agreement �between EMC and Developer.� The terms and conditions that follow apply solely with respect to Developer�s participation in the Content Management Program outlined in this Program Guide.

GENERAL PROGRAM DESCRIPTION, BENEFITS AND REQUIREMENTS

Membership Requirements and Benefits - Unless this Program Guide is otherwise terminated in accordance with Section 5.0 of the EMC Velocity² Technology and ISV Program Agreement, as of the date on which EMC notifies Developer of acceptance to the Program, Developer is a member the Content Management Specialty.�� The Content Management Specialty offers a tiered model with four tiers (Associate, Advantage, Premier, and Signature) that reflects the degree of integration with EMC products and the success the Developer has had installing their product at customer sites where EMC products are deployed. �EMC may change the requirements and benefits associated with the four tiers from time to time.� The requirements and benefits are described in the EMC Velocity² Technology & ISV Program Content Management Specialty Data Sheet, a copy of which is available on http://www.EMC.com.

PROGRAM BENEFITS

SUPPORT

Provided Developer has paid the applicable Fees, EMC will provide support services for the number of incidents identified in the Guide (which must be utilized within a one year term from the Effective Date or any applicable renewal date) and updates and upgrades released in EMC�s discretion.� Support shall be provided in accordance with EMC�s then-current support policies. EMC shall have no obligation to support (i) altered, damaged or modified EMC Products; (ii) EMC Products that is not the then-current or previous sequential release; (iii) EMC Products problems caused by Developer�s negligence, hardware malfunction or other causes beyond the control of EMC; or (iv) EMC Products installed in an operating environment or in a hardware environment for which the EMC Products has not been licensed to Developer. Developer shall designate two (2) employees to act as the primary Support contacts with EMC.� Developer may change the contacts upon written notice to EMC.�

TRAINING

Within a reasonable period following Developer�s acceptance to the Program, not to exceed ninety (90) days from acceptance, Developer shall have the Developer support personnel complete necessary training in the EMC Products (such as a �Fundamentals� course in the EMC Products).� Developer shall be entitled to attend, at a mutually agreed upon time, any of the generally available EMC training classes held at EMC training facilities. In the event that Developer desires to have EMC conduct training classes at a site other than an EMC training facility, such training classes shall be set forth in a statement of work.� EMC will provide instructor-led training (excluding web-based or self-paced computer learning) at the then-current prices less the discount percentage in the Guide. Developer shall be responsible for travel and out-of-pocket expenses in attending EMC training classes at an EMC facility. If EMC conducts training classes at a site other than an EMC facility, Developer shall be responsible for the travel and out-of-pocket expenses of EMC.

ADDITIONAL PROGRAM PARTICIPATION

�Designed For� Program Participation. This Section applies solely if Partner enrolls in a �Designed For EMC� offering.� �Designed For� Program offering (�DF�) involves (i) Partner�s completion of technical review activities related to one or more Partner products or services (�Partner Products�) subject to the evaluation criteria set forth in the DF Specification (�Specification Document�), and (ii) review by EMC (�Accreditation�).� The applicable Accreditation procedures are described in the DF program guide, which is incorporated by this reference into the Agreement (�DF Program Guide�).� Partner grants EMC a limited, non-exclusive and non-transferable license solely to review and evaluate the Partner Offering(s) in connection with Partner�s Accreditation under the Program and for no other purpose.� If Partner has provided EMC with a copy of the Partner Offering, EMC shall promptly return such upon completion of Accreditation activities and shall not otherwise retain copies.� Partner retains all right, title and interest in the Partner Offerings, including derivative rights thereto.� EMC does not, and will not, endorse, warrant or guarantee the performance of any Partner Offering.� Partner shall not represent to any third party that EMC has endorsed, warranted or guaranteed the performance of any Partner Offering, that EMC has implied the merchantability or fitness for a particular purpose of any Partner Offering, or that EMC intends to do so.

QuickStart. This Section applies only if Developer enrolls in a �QuickStart� offering for the Program (�QuickStart�). Developer shall, in addition to DF, be entitled to receive the QuickStart benefits indicated in the DF Program Guide for the level for which an applicable Fee has been paid (�QuickStart Services�).� QuickStart Services exclude consulting, engineering, training or other services by provided business units other than those operating the Program.� EMC warrants that QuickStart Services will be performed in a workmanlike manner and Developer�s sole and exclusive remedy for any breach thereof shall be for EMC to reperform the QuickStart Services or, in EMC�s discretion, refund Program Fees attributable to such breach. �Except for the foregoing, EMC disclaims all warranties and liabilities, whether express, implied or statutory related to the performance of the QuickStart Services.�

EMC PRODUCTS

EMC Products consist of selected EMC Content Management & Archiving software products and documentation provided to partners in the applicable tier, in EMC�s discretion.� At a minimum, such EMC Products include the EMC Documentum Content Server and EMC Documentum Administrator products, and any other EMC Products actually made available to the Partner through the EMC download site accessible through the Program.

RIGHTS TO USE

Subject to the payment of fees, and Developer�s compliance with this Exhibit, EMC grants Developer a nonexclusive, nontransferable, limited-term license, for as long as Developer participates in the Program to:

1.1.API Development License. �Use the EMC Products and associated standard user manuals solely for the purpose of developing and testing programmatic or command line calls to runtime libraries and system utilities in Developer�s product(s) declared in Developer�s application for this Specialty (�Developer Product�) which will either integrate with and/or rely on the EMC Products� as follows:�

a. Developer is granted the right to use the standard APIs of the EMC Products, which may consist of (1) routines, protocols, related libraries and instructions, and (2) any code provided with the EMC Products as header files and samples or examples of code for calls which correctly invoke the runtime libraries and system utilities (�Sample Code�), and (3) any copies of the code for the runtime libraries and system utilities necessary for developing and testing calls in the Developer Product (�Test Code�).�

b. Developer may modify the Sample Code only as necessary to implement calls which invoke the runtime libraries and system utilities in the Developer Product, and include copies of the modified or unmodified Sample Code in its copies of such in the Developer Product code;

c. Developer may use and make a reasonable number of copies, but not modify the Test Code nor include any copies of the Test Code (whether modified or unmodified) in the Developer Product.

1.2.Demonstration License.� Use the EMC Products to (i) demonstrate the EMC Products together with the Developer Product on Developer�s premises or at a prospective end user�s site, provided that all copies of the EMC Products is removed within five (5) days of when they are installed, and provided further that Developer shall be responsible for protecting the confidentiality of the EMC Products while on the prospective end user�s site, (ii) provide training on Developer�s premises to Developer employees with a need to know the EMC Products to conduct the specific activities authorized under this Exhibit and not for general EMC Products product training.

1.3.Internal Evaluation License.� To use the EMC Products together with all other EMC �Content Management� software products delivered as a �Partner Package,� solely to determine the suitability of such software product for future integrations with the Developer Product(s).� Except as provided for in this Program Guide, Developer may not use any product in the �Partner Package� to exercise the licenses above unless the parties have issued a supplementary agreement identifying each additional product and Developer Product.

1.4.No Distribution Rights.� In addition to the restrictions on use se forth in the CPA, Developer acknowledges and agrees that Developer is not authorized under this Exhibit to distribute, resell, license or sublicense the EMC Products or Documentation to third parties for any reason or in any manner, nor is Developer authorized to perform services using or concerning the EMC Products as a system integrator or other service provider, including without limitation, any outsourced engineering, product development or consulting engagement with any third party.� Developer shall not use the EMC Products or Documentation to develop any application or integration functionality, in whole or in part, unrelated to the Developer Product.� If Developer undertakes to distribute the Developer Product on a fee basis to EMC customers, then Developer shall promptly notify EMC and execute an appropriate referral fee Exhibit under which EMC shall be fairly compensated in consideration of the commercial value of accessing EMC�s installed customer base and leveraging the integration functionality of the Developer Product with the EMC Products.

1.5.License to Use Program Materials. Subject to the payment of Program Fees and Developer�s compliance with the CPA and this Exhibit, EMC grants Developer a limited, non-exclusive and non-transferable license to use written materials concerning the Program, including without limitation, the Program Guide, technical specifications, white papers, marketing collateral and other data (�Program Materials�) made available by EMC from time to time solely for the purposes of conducting the activities described in the Program Guide and no others.� Developer grants EMC a limited, non-exclusive and non-transferable license to review and evaluate the Developer Product(s) in connection with Developer�s technical evaluation under the Program.� Except for the foregoing licenses, each party reserves all rights not expressly granted.

1.6.Contributions. It is understood that Developer, EMC, and other EMC customers and Developers participating in the Program may receive and contribute technical and other information through Program online forums, discussion groups, committees, or similar (�Contributions�).� With respect to Contributions made by Developer, Developer grants EMC a limited, revocable, non-exclusive license without a duty of accounting, to use Developer�s Contributions as part of the Program, with a right to sublicense other Program participants with access to Contributions, but only to the extent that such Contributions were posted by Developer to a URL or other forum shared with other Program participants.� EMC does not acquire any right, title or interest in Developer�s Contributions except for the rights expressly granted herein.� To the extent permitted by other Developers, EMC grants Developer a limited, revocable, non-exclusive license without a duty of accounting, to use, copy and distribute Contributions made by such other Developers.� Developer shall not assert against EMC or other Program participants any claims of infringement or trade secret violations based on Developer�s failure to notify EMC or Program participants of the proprietary or confidential nature of such information, and in the event Developer does assert any such claim, all licenses granted under this Exhibit shall cease within thirty (30) days unless Developer withdraws all claims.

Content Management Requirements	Associate	Advantage	�Premier	Signature
Contractual agreement	Required	Required	Required	Required
Offering certified as Designed for Documentum fee-based]	N/A	-	Required	Required
Annual program fee	-	$10K	$10K	$10K
Number of partner points required (annually)	-	0-25	26-70	71+