{"id":42274,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/enterprise-license-agreement-support-com-inc-and-general.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"enterprise-license-agreement-support-com-inc-and-general","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/enterprise-license-agreement-support-com-inc-and-general.html","title":{"rendered":"Enterprise License Agreement &#8211; Support.com Inc. and General Electric Co."},"content":{"rendered":"<pre>\n                          ENTERPRISE LICENSE AGREEMENT\n\nThis License Agreement (\"Agreement\") is entered into as of February 17, 2000\n(the \"Effective Date\") by and between Support.com, Inc., with offices at 575\nBroadway, Redwood City, CA 94063 (\"Support.com\") and General Electric Company,\nwith offices at 3135 Easton Turnpike, Fairfield, CT 06431 (\"GE\"), and sets forth\nthe terms and conditions under which Support.com agrees to license software to\nGE.\n\n1.  DEFINITIONS\n    -----------\n\n1.1  \"Computer(s)\" shall mean all computing devices owned, leased, rented or\ncontrolled by GE.\n\n1.2  \"Confidential Information\" shall mean the GE Confidential Information or\nthe Support.com Confidential Information, as the case may be, as used in Section\n4. hereof.\n\n1.3  \"Documentation\" shall mean the instructions and\/or end-user manuals that\ndescribe installation, use, and\/or operation of the Software which is provided\nto GE along with the Software.\n\n1.4  \"Employee\" shall mean any employee of GE or an individual independent\ncontractor using the Software in the course of performing services on behalf of\nGE and for whom GE remains responsible.\n\n1.5  \"Enterprise License\" shall mean the license grant which, subject to the\nterms and conditions herein, allows any Employee to access and use the Software,\nwithout limitation as to the number of Employees who may concurrently access and\n------------------                                                              \nuse the Software.  As such, subject to the terms of the Agreement, the\nEnterprise License shall grant access and use to an unlimited number of\nsimultaneous Employee-users, with no limitation on the number of copies which\nmay be made by GE of the Software.\n\n1.6  \"GE\" shall mean General Electric Company and any subsidiary, affiliate, or\nother worldwide entity (i) which General Electric Company consolidates into its\naudited financial statements and, (ii) upon consent from Support.com (which\nconsent shall not be unreasonably withheld), in which General Electric has at\nleast [***] percent ([***]%) ownership; provided that (A) each such subsidiary,\naffiliate, or entity is not a competitor of Support.com and (B) General Electric\nCompany shall remain responsible for compliance with this Agreement by each such\nsubsidiary, entity, and affiliate.\n\n1.7  \"GE Business\" shall mean an individual operating business or division of\nGE, which operating divisions at the time of this Agreement include: GE Aircraft\nEngines, GE Appliances, GE Capital Services, GE Industrial Systems, GE\nInformation Services, GE Lighting, GE Medical Systems, GE Motors, GE Plastics,\nGE Supply, GE Transportation Systems, NBC and GE Corporate (which includes GE\nCorporate Research &amp; Development, and all other Corporate and support components\nwhich components provide, among other things, international trade support,\nmarket development, licensing and investments for various GE businesses).\n\n1.8  \"GE Confidential Information\" shall mean all information identified by GE\nas confidential or proprietary and disclosed by GE to Support.com which relates\nto GE's past, present or future research, development, business activities and\nHelp Desk and e-Commerce programs including, but not limited to GE's Help Desk\nand e-Commerce training programs and collateral materials, and GE's Help Desk\nand e-Commerce project cases, compilations thereof, and associated knowledge\nbases.  GE Confidential Information shall include (1) any unannounced product(s)\nor service(s) of GE; (2) the terms, conditions and subject matter of this\nAgreement and any related contract documents; and (3) any other GE information\nor materials provided to Support.com and designated by GE as confidential.  GE\nConfidential Information will not be deemed to include information that is (i)\npublicly available or becomes so in the future without restriction, other than\nas a breach of this Agreement by Support.com, (ii) rightfully received by\nSupport.com from third parties and not accompanied by confidentiality\n\n[***]  CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n \nobligations, (iii) already in Support.com's possession and lawfully received\nfrom sources other than GE, (iv) approved for release or disclosure without\nrestriction by GE in writing or (v) independently developed by Support.com\nwithout the use of any GE Confidential Information.\n\n1.9  \"Network\" shall mean an aggregation of devices, any of which may perform\nthe functions of computation, data storage, and\/or data communications, and\nwhich are interconnected by cable or wireless communications means so as to\npermit the passage of machine-readable information among two or more such\ndevices; Network shall include without limitation any publicly accessible\ncommunications systems capable of data and\/or voice communications, which\nsystems may be generally known as the Internet, the World Wide Web, or other\ndesignation.\n\n1.10 \"Non-Production Use\" shall mean any use or installation of the Software for\nfailover, disaster recovery, development, staging, technology integration,\ntesting, and\/or other such purposes, by GE Employees.  GE shall not be subject\nto any requirement by Support.com to pay fees for Support Services  on a per use\nor installation basis, provided that there shall be a requirement that such fees\nshall be applicable to at least one instance of an Operational deployment in\ncases where a GE Business is undertaking any such Non-Production Use or\ninstallation of the Software and does not yet otherwise have an Operational\ndeployment in place and GE seeks the benefit of Support Services.\n\n1.11  \"Operational\" shall mean, under the Enterprise License, for the Software\ninstallations, only those installations of Software which are deployed for\noperational (\"production\") use in support of GE and only such Operational\nSoftware shall be subject to optional, annual fees for Support Services under\nthe Agreement.\n\n1.12  \"Product Upgrade\" shall mean a successor version of the Software that is\nan eSupport solution made generally available to GE in accordance with Exhibit A\n                                                                       ---------\nhereof.  Subject to the terms and conditions hereof, Product Upgrades shall\ninclude, for example, the following:\n\n  (a) changes in the one's, tenth's, hundredth's, or after hundredth's digit of\n      the Software version number;\n\n  (b) successor version(s) of the Software that incorporates corrections,\n      upgrades and\/or enhancements to the Software, whether or not such\n      corrections, upgrades and\/or enhancements are marketed separately by\n      Support.com;\n\n  (c) migration from one operating system to another prescribed by Support.com;\n\n  (d) migration from 32-bit Software to 64-bit Software;\n\n  (e) migration from one platform generation to the next platform generation of\n     Software;\n\n  (f) migration by Support.com of Software from one localized language (e.g.:\n      U.S. English) to any other localized language (e.g.: German) to the extent\n      that Support.com has made such migration available to other licensed users\n      of the Software; and\n\n  (g) new releases containing increased Software functionality derived from the\n      Software (whether marketed separately or as part of a more comprehensive\n      release).\n\nIf Support.com removes a feature or function from the Software that existed as\nof the Effective Date of this Agreement, or which resulted from a Product\nUpgrade during the term of this Agreement, and Support.com then distributes the\nremoved feature or function as a stand-alone or other product, then such new\nstand alone product shall be deemed to be a Product Upgrade for purposes of this\nAgreement.  If Support.com develops a successor product with incremental\nimprovements to the Software with similar functionality and Support.com then\ndistributes the successor product, then such successor product will be\nconsidered a Product Upgrade.   However, if Support.com develops other Software\nproducts outside the eSupport solutions, it shall be at Support.com's discretion\nas to whether or not the other software products are distributed as a Product\nUpgrade.\n\nSupport.com expressly acknowledges and agrees that it is GE's intent, by virtue\nof this Agreement, to license all current Support.com eSupport solutions\nidentified in Exhibit A for GE Businesses globally, and the parties acknowledge\n              ---------                                                        \nthat any future derivatives of current Software and technologies will be\nprovided to GE as outlined above. Notwithstanding Support.com's obligation to\nprovide Product Upgrades, both parties acknowledge eSupport solutions are still\nevolving, therefore for a period of [***] months from the Effective Date\n(\"Technology Subscription Period\"), Support.com will provide all of its non-\nthird party internally developed eSupport solutions (as listed on a certain\ndocument dated February 15, 2000, entitled \"Product Enhancements\" and signed by\nRadha Basu which is hereby incorporated by reference and made an integral part\nof this Agreement) that are made generally available and [***] the [***] of\nProduct Upgrades to GE if and when Support.com develops such product.\n\n1.13  \"Site\" shall mean one or more buildings or\n\n[***] CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n                                       2\n\n \nportion(s) thereof that are located within an area defined by a ten mile radius,\nand are i) used in the conduct of GE business, and ii) are under control within\nGE's organizational structure.\n\n1.14  \"Software\" shall mean as of the Effective Date of this Agreement the\nproducts designated on Exhibit A, including all related Documentation, and\n                       ---------                                          \nmodifications thereof, and received by GE from Support.com pursuant to this\nAgreement.  In the event GE is current under Support Services, \"Software\" shall\nalso include Product Updates within eSupport solutions that were provided to GE\nduring the Technology Subscription Period. Software also includes all Product\nUpgrades in accordance with Exhibit C.\n                            --------- \n\n1.15  \"Support.com Confidential Information\" shall mean Support.com's Software,\nDocumentation, discoveries, ideas, concepts, know-how, techniques, designs,\nspecifications, drawings, blueprints, tradings, diagrams, models, samples, flow\ncharts, data, computer programs, disks, diskettes, tapes, marketing plans,\nprospect names, customer names, and other technical, financial or business\ninformation, whether regarding the past, present, or future. Support.com\nConfidential Information shall include (1) any unannounced product(s) or\nservice(s) of Support.com; (2) the terms, conditions and subject matter of this\nAgreement and any related contract documents; and (3) any other Support.com\ninformation or materials provided to GE and designated by Support.com as\nconfidential.  Support.com Confidential Information will not be deemed to\ninclude information that is (i) publicly available or becomes so in the future\nwithout restriction, other than as a breach of this Agreement by GE, (ii)\nrightfully received by GE from third parties and not accompanied by\nconfidentiality obligations, (iii) already in GE's possession and lawfully\nreceived from sources other than Support.com, (iv) approved for release or\ndisclosure without restriction by Support.com in writing or (v) independently\ndeveloped by GE without the use of any Support.com Confidential Information.\n\n1.16  \"Support Services\" shall mean the software maintenance and technical\nsupport services performed by Support.com for GE hereunder, as described in\nExhibit C attached hereto.\n---------                 \n\n1.17  \"Third Parties\" shall mean customers and suppliers of GE.\n\n\n\n2. SCOPE OF THIS AGREEMENT\n   -----------------------\nThis Agreement shall apply to GE wherever situated (subject to Section 17), and\nSoftware may be used by GE and its officers and Employees engaged in work on\nbehalf of GE, whether on or off premises, worldwide (subject to Section 17).\nThis Agreement shall also allow GE to install the Healing Agent component of the\nSoftware on GE Computers which may be located at Third Parties' premises\nprovided that (i) GE restricts usage of the Software to activities related to\nbusiness between GE and such Third Party and\/or in conjunction with services\nbeing provided to GE by such Third Party for GE's benefit, and (ii) the Software\nis used in accordance with the terms of this Agreement and GE remains\nresponsible for compliance with this Agreement by such Third Parties as long as\nsuch Third Parties use is as contemplated by the Parties and within the scope of\ncontrol of GE as reasonably contemplated by this Agreement. Notwithstanding,\nSupport.com acknowledges that the Software may also be accessed incidentally by\nany end user in the world while obtaining application services from GE provided\nthat such end user does not install or download any component of the Software.\n\n3.   LICENSE\n     -------\n\n3.1  License Grants.\n     ---------------\n\n(a)  In consideration of payment made by GE to Support.com pursuant to Exhibit A\n                                                                       -------- \nof this Agreement, Support.com grants and agrees to grant GE, subject to the\nterms and conditions contained herein, a non-exclusive, perpetual, limited, non-\ntransferable (except as set forth herein), worldwide Enterprise License to use\nand\/or reproduce the Software on GE Computers and GE Networks under the terms of\nthis Agreement.\n\n(b)  Support.com hereby grants and agrees to grant to GE a non-exclusive license\nto reproduce (completely and accurately) and install, subject the terms of this\nAgreement, the Software specified in Exhibit A. GE shall have the right subject\n                                     ---------\nto Section 17, to reproduce and install such Software on Computers and Networks\nin GE's United States and worldwide sites.\n\n(c)  Support.com additionally grants to GE a non-exclusive right to reproduce\nand install copies of the appropriate Software on GE Computer(s) located in the\nhome(s) of, and\/or carried and used on a portable basis by, Employees of GE,\nprovided that any such Employee uses such Software on such home or portable\nComputer substantially in fulfillment of GE employment duties.\n\n(d)  GE may make reasonable copies of the Software and Documentation for back-up\nand archival purposes in accordance with applicable law. GE shall reproduce the\nSoftware and Documentation accurately and include all original copyright and\ntrademark notices, claims of confidentiality, or trade secrets, and other\nproprietary rights notices on all back-up or archival copies. Any copies that GE\nmakes of the Software or Documentation, in whole or \n\n                                       3\n\n \nin part, are Support.com's sole property.\n\n3.2   Restrictions\n      ------------\n(a)   GE agrees not to reverse engineer, decompile, disassemble, extract or\notherwise derive, the source code and any other ideas, algorithms or procedures\nfrom the Software or Documentation for any reason, except to the extent that\nSupport.com is not permitted by such applicable law to exclude or limit such\nrights. Information relating to the Software which is necessary to enable the\nproduction of software which is interoperable or compatible with the Software or\nother software may be available from Support.com upon written request.\n\n(b)   GE agrees to reproduce the Software and Documentation accurately and\ninclude Support.com's original copyright and trademark notices, claims of\nconfidentiality or trade secrets, and other proprietary rights notices on any\ncopies of the Software and Documentation, including partial copies.\n\n(c)   Except to the extent expressly authorized herein or in the Documentation,\nGE agrees not to modify or create a derivative work of any part of the Software.\n\n3.3   Intentionally omitted.\n      ----------------------\n\n3.4   Intentionally omitted.\n      ----------------------\n\n3.5   Acquisitions by GE.  If GE acquires another entity or part of another\n      ------------------                                                   \nentity (either, an \"Acquired Entity\"), such Acquired Entity shall be considered\nGE hereunder and bound by the terms hereof and the Software license fee paid by\nGE hereunder shall not be adjusted in light of such acquisition during the term\nof this Agreement, provided that the Acquired Entity meets the definition of\n\"GE\" as set forth in Section 1.\n\n3.6   Title.  Subject only to the license granted pursuant to this Agreement,\n      -----                                                                  \nSupport.com shall retain all right, title and interest, including all copyrights\nand trademarks, in and to the Software.\n\n3.7   Extension of License Rights. At the sole option and discretion of GE, upon\n      --------------------------- \nwritten notice thereof to Support.com, the provisions of this Agreement shall\nsupersede the provisions of any other agreement in effect as of the Effective\nDate of this Agreement between GE and Support.com.\n\n4.    NONDISCLOSURE OF CONFIDENTIAL INFORMATION\n      -----------------------------------------\nAll Confidential Information furnished under this Agreement by the party\ndisclosing such Confidential Information (the \"Disclosing Party\") to the party\nreceiving the Confidential Information (the \"Receiving Party\") shall remain the\nproperty of the Disclosing Party and\/or its licensors.  The Disclosing Party's\nConfidential Information may be disclosed to Receiving Party visually, orally,\nin machine-readable form, or in writing (including graphic material).  When\ndisclosed in machine-readable form or writing, the Confidential Information\nshall be labeled \"Confidential\" or otherwise appropriately as to indicate its\nconfidential nature.  When disclosed visually or orally, the Confidential\nInformation shall be identified as Confidential Information at the time of\ninitial disclosure.  The Receiving Party shall label clearly as \"[Disclosing\nParty's Name] Confidential\" all Confidential Information reduced by Receiving\nParty to machine readable form or writing as a result of such disclosures by\nDisclosing Party.\n\nSupport.com and GE agree that each party shall receive the Confidential\nInformation of the other party subject to the following conditions:\n\n(a)   Confidential Information shall be held and protected by Receiving Party in\nstrict confidence and used by Receiving Party and its personnel and affiliates\nonly in conjunction with the performance of this Agreement. The Receiving Party\nshall not disclose the Confidential Information of the Disclosing Party to\nanyone except its own officers, Employees, who have a need to know such\ninformation for purposes of exercising the Receiving Party's rights or\nperforming its obligations hereunder, and such officers and Employees shall make\nno further disclosure of Confidential information to any other officers,\nemployees, third parties or GE Contractors of the Receiving Party nor to any\nother party without the express written authorization of the Disclosing Party.\n\n(b)   GE and Support.com warrant and represent on their own behalf that all of\ntheir own officers, and Employees working on GE-Support.com projects are aware\nof (or will, within 10 days of the Effective Date of this Agreement be made\naware of) the terms of this non-disclosure agreement so that they may\nsufficiently protect the considerable interests of the Disclosing Party's\nConfidential Information.\n\n(c)   The Receiving Party shall not copy the Disclosing Party's Confidential\nInformation (except for the limited purpose of making secondary copies for\nofficers and employees on a need-to-know basis) and shall return to Disclosing\nParty any or all portions of the Disclosing Party's Confidential Information at\nany time upon request by the Disclosing Party including, but not limited to all\ndocuments or other media containing the Disclosing Party's Confidential\nInformation. If any intermediate work products or working papers containing the\nDisclosing Party's Confidential Information shall have been generated, they\nshall be delivered to the Disclosing Party's Contract Administrator or Technical\nCoordinator or, when appropriate, disposed of as they so direct.\n\n(d)   GE's and Support.com obligations herein with respect to any item of\nConfidential Information \n\n                                       4\n\n \nshall be binding upon each party during the term of this Agreement and for five\n(5) years after the expiration or termination of this Agreement. Protection to\ntrade secrets shall extend to such time as the relevant information qualifies as\na trade secret under the applicable law.\n\n(e)   Neither GE nor Support.com nor any third party shall have obligations to\nthe other regarding the accuracy or future utilization by the Receiving Party of\nthe Disclosing Party's Confidential Information.\n\n(f)   The Receiving Party shall not export or re-export any of the Disclosing\nParty's Confidential Information, technical data or products received from the\nDisclosing Party or the direct products of such Confidential Information's\ntechnical data to any proscribed country, unless authorized by the Disclosing\nParty in writing, and as properly authorized by any applicable regulation of the\nU.S. Government.\n\n(g)   THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE\nDISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use\nDisclosing Party's Confidential Information for the express, limited purposes\ndescribed above.\n\n(h)   The Receiving Party shall be responsible in all cases for the enforcement\nof all confidentiality and non-disclosure provisions contained herein as they\npertain to the Disclosing Party's Confidential Information, and shall bear all\nliability for any violations of these provisions by its subsidiaries,\naffiliates, joint ventures, consultants, agents, third party contractors and\nrelated persons or entities that are controlled by or under common ownership and\ncontrol of the Receiving Party.\n\n(i)   Support.com acknowledges that GE does not desire to receive any\nSupport.com Confidential Information that is not related or appropriate to the\nperformance of this Agreement or that is not otherwise requested by GE\n(collectively, \"Disclosure Objectives\"). Support.com agrees to use reasonable\nefforts to avoid disclosures of Support.com Confidential Information to GE that\nare not Disclosure Objectives.\n\n(j)   Either party may disclose the Disclosing Party's Confidential Information\nto a governmental entity in the event such disclosure is required to be\ndisclosed pursuant to a regulation, law or court order provided such party has\ngiven prior notice to the Disclosing Party and provides only the minimum amount\nof information required to comply with such regulation or order.\n\n5.    PROPRIETARY RIGHTS INDEMNIFICATION\n      ----------------------------------\n\n(a)   Support.com represents and warrants that it is the sole owner of the\nSoftware, or has procured the Software under valid licenses from the owners\nthereof, and Support.com further represents and warrants that it has full power\nand authority to grant the rights herein granted without the consent of any\nother person. Support.com shall defend and indemnify and hold GE harmless\nagainst any amounts awarded in a settlement or final court decision arising from\nany claim, suit, or other proceeding brought against GE based on an allegation\nthat the Software or any elements thereof, or the use of any Software furnished\nby Support.com pursuant to this Agreement constitutes a violation or\ninfringement of any worldwide copyright, trade secret, or other proprietary\ninformation right, or U.S. patent provided that Support.com is notified promptly\nin writing of such allegation, suit, or proceeding and given full, complete, and\nexclusive authority, and complete information and assistance (at Support.com's\nexpense) for the defense of same. Support.com shall pay without limitation all\ndamages and costs incurred by GE with respect to such suits or proceedings, but\nSupport.com shall not be responsible for any compromise made by GE or its agents\nwithout Support.com's consent. If such Software is held by a court of competent\njurisdiction to constitute infringement, and its use is enjoined, Support.com\nshall, at its own expense without limitation, either promptly procure the right\nfor continued use of such Software by GE, or, if the performance thereof will\nnot thereby be materially adversely affected promptly replace or modify such\nproduct(s) so that it becomes non-infringing. If neither of the actions\nspecified for Support.com in the preceding sentence is commercially feasible,\nthen as a last resort, Support.com shall accept return of such Software and\nrefund to GE all fees paid by GE for such Software if such return of Software\noccurs within the five (5) year period beginning on the Effective Date, plus any\nunused maintenance fees paid for the Software and any costs incurred by GE in\nthe removal of such Software and installation of alternative products. After\nsuch five (5) year period beginning with the sixth (6th) year, GE shall be\nentitled to a pro-rata refund based upon a five (5) year depreciation schedule.\nDuring the pendency of any claim against GE with respect to Support.com's\nownership or authority, GE may withhold payment of any sum otherwise required to\nbe paid hereunder.\n\n(b)   Support.com has no liability for any claim arising out of or related to\n(i) a modification of the Software by anyone other than Support.com without\nSupport.com's prior written consent where such modification was outside of the\nscope of use of the Software as reasonably contemplated by the Documentation\nand, but for such modification there would be no infringement; (ii) a\ncombination of the\n\n                                       5\n\n \nSoftware with any third party software or hardware not specifically recommended\nby Support.com in its Documentation where such combination is the cause of such\ninfringement; or (iii) the use of a version of Software other than the then-\ncurrent version if infringement would have been avoided with the use of the\nthen-current version, provided that Support.com notified GE that a current\nversion was available to correct known infringing functionality; and\n\n     i)   GE shall have had the option to receive such release at no charge, on\n          an immediate basis, and\n\n     ii)  Support.com has promptly notified GE in writing of recommendations to\n          implement such release so as to minimize any disruption and costs to\n          GE for ongoing Operational use of the Software; and\n\n     iii) GE has applied commercially reasonable judgment to endeavor to accept\n          Support.com's proposed recommendations.  However, if after applying\n          reasonable judgment, GE concludes that the implementation of such\n          release by GE would have involved significant disruption or cost to\n          GE, then Support.com shall remain liable under this Section 5.0 absent\n          a mutually agreeable resolution.\n\n(c)   The rights granted to GE under this Section 5.0 shall be GE's sole and\nexclusive remedy for any alleged infringement of any patent, copyright, trade\nsecret or other proprietary rights except where the alleged infringement of any\nsuch right is asserted by GE to be an infringement of a GE right, then the\nparties agree that no such limitation as to remedy set forth above shall apply.\n\n6     PAYMENT\n      -------\n\nGE agrees to pay Support.com the fees set forth in Exhibit B.  All fees are\n                                                   ---------               \npayable [***] ([***]) days from receipt of a correct invoice. All prices are\nexclusive of taxes, and GE shall be solely responsible for any sales, value-\nadded or similar tax, other than taxes imposed on Support.com's income.\n\n7    WARRANTY\n     --------\n7.1  Media Warranty\n\nSupport.com warrants that for a period of ninety (90) days from the Effective\nDate the media used to store and deliver Software to GE shall be free from\ndefects in manufacture and material.  Should the media fail to be free of\ndefects in manufacture or material during the ninety (90) day warranty period,\nSupport.com shall replace the defective media.  Defective media shipped to the\nSupport.com with a shipping date within the 90 day warranty period will be\nreplaced at no charge including shipping.\n\n7.2  Limited Warranty\n\nSupport.com warrants that for a period of [***] ([***]) months from the\nEffective Date, the Software will perform substantially as described in their\nDocumentation. If GE should determine during the warranty period of [***]\n([***]) months from the Effective Date the Software fails to perform\nsubstantially in such a manner, GE's sole and exclusive remedy shall be either\nreplacement of the Software at no charge or a full refund of all license fees\npaid by GE for the right to use the program. GE will deliver all copies of\ndefective Software with associated Documentation to Support.com to receive\nreplacements or a refund of fees.\n\n7.3  Code Integrity Warranty\n\nSupport.com warrants that it has used reasonable efforts to ensure that, upon\ndelivery of the Software, the Software contains no \"computer viruses\" or \"time\nbombs\" as those terms are commonly understood in the information processing\nindustry.  Specifically, Support.com warrants that the Software contains no code\nor instructions (including any code or instructions provided by third parties)\nthat is intended to access, modify, delete, damage, or disable any computer,\nassociated equipment, computer programs, data files or other electronically\nstored information operated or maintained by GE.  Support.com hereby expressly\nwaives and disclaims any right or remedy it may have at law or in equity to de-\ninstall, disable or repossess (except as may otherwise be expressly provided in\nthis Agreement) any Software, in the event GE fails to perform any of its\nobligations under this Agreement, except in the event such right or remedy is\nfinally determined by a tribunal of competent jurisdiction.\n\n7.4  Documentation Warranty\n\nAny Documentation furnished as part of Software(s) hereunder will be in form and\nsubstance at least equal to comparable materials generally in use in the\nindustry.  If at any time such original Documentation is revised or supplemented\nby additional Documentation, thereupon GE shall be entitled to such revised or\nadditional Documentation at no charge.  GE shall have the right to reproduce all\nDocumentation supplied hereunder provided such reproduction shall be solely for\nthe use by GE.\n\n7.5    Year 2000 Compliance Warranty\n\n                                       6\n\n[***] CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n \nIn addition to any other warranties and representations provided by Support.com\nto GE, whether pursuant to this Agreement, by law, equity, or otherwise,\nSupport.com represents and warrants that (a) all Software and Support Services\nwithout limitation,  provided by Support.com or their agents or assignees\nhereunder, shall be Year 2000 Compliant at the time of delivery and at all times\nthereafter and in all subsequent updates or revisions of any kind, and (b)\nSupport.com's supply of the Software and Support Services to GE shall not be\ninterrupted, delayed, decreased, or otherwise affected by dates prior to, on,\nafter or spanning January 1, 2000.\n\nFor purposes of this Agreement, Year 2000 Compliant means that (1) the Software\nand Support Services accurately process, calculate, provide and\/or receive date\ndata (including without limitation calculating, comparing, and sequencing),\nwithin, from, into, and between centuries (including without limitation the\ntwentieth and twenty-first centuries), including leap year calculations,  (2)\nneither the performance, functionality nor the supply to GE of the Software and\nSupport Services will be affected by dates prior to, on, after, or spanning\nJanuary 1, 2000, (3) date data of any kind will not cause any error,\ninterruption, or decreased performance in the operation of such Software and\nSupport Services, and (4) where any date element is represented without a\ncentury, the correct century will be unambiguous for all manipulations involving\nthat element.\n\nIf at any time the Software and Support Services are found, by GE or any other\nof Support.com's customers, not to be Year 2000 Compliant, then, in addition to\nany other obligation of Support.com under the law, pursuant to this Agreement,\nat equity, or otherwise, at no additional charge to GE, Support.com shall, by no\nlater than thirty (30) days after receipt of a report of noncompliance  repair\nor replace the non-conforming Software  or Support Service.\n\nAny statute of limitations that might be applicable to Support.com's Year 2000\nCompliant warranty and representation shall not accrue or begin to run until the\nlater of January 1, 2000 or the time when such statute of limitations would\notherwise accrue or begin to run, and, with respect to any claim based on any\nfailure of the Software and\/or Support Services to be Year 2000 Compliant,\nSupport.com shall not assert any defense based on or alleging the passage of\ntime from the Effective Date of this Agreement to January 1, 2000.\n\n\n7.6  General Representations and Warranties\n\nSupport.com represents and warrants that:\n\n(a)  it has taken commercially reasonable efforts to ensure it has not\n     intentionally submitted material information heretofore and\n     contemporaneously that has been untrue and inaccurate in any material\n     respect;\n\n(b)  it has the authority, license or permission from any third party owner or\n     security interest holder, to use intellectual property in conjunction with\n     the provision of the Software and Support Services under this Agreement;\n\n(c)  it will obtain the requisite personnel, competence, alliances, skill and\n     physical resources necessary to provide the Software and Support Services\n     on a global basis as set forth under this Agreement and that it is\n     authorized to act on behalf of and engage various service providers and\n     resellers on its behalf; and\n\n(d)  Services delivered or performed shall be in accordance with the highest\n     generally accepted standards of the profession existent at the time the\n     Services are delivered or performed (for the same type of Services and at\n     the same rates).\n\n7.7  This warranty and the other warranties contained in this entire Section 7\nherein shall not apply if:  (i) Software was not used in accordance with the\nDocumentation, however, if the Software specifications contained in the\nDocumentation are re-published by Support.com during the Warranty Period and the\nre-published specifications described functional capabilities that are\ndiminished from what the capabilities described in the original specifications,\nthe warranty shall still apply unless Support.com obtains express written\nconsent of GE; (ii) Software was altered, modified or converted by GE or other\nthird party (other than a customer-configurable feature of the Software), where,\nbut for such alteration, modification, or conversion the Software would have\nperformed; or (iii) GE's computer(s) malfunctioned and the malfunction caused\nthe defect.\n\n7.8  EXCEPT AS SET FORTH IN THIS SECTION, SUPPORT.COM AND ITS LICENSORS DISCLAIM\nALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR\nOTHERWISE, WITH RESPECT OT THE SOFTWARE AND SUPPORT SERVICES PROVIDED HEREUNDER,\nINCLUDING, WITHOUT LIMITATION, ANY  WARRANTY OF MERCHANTABILITY OR FITNESS FOR A\nPARTICULAR PURPOSE. SUPPORT.COM DOES NOT WARRANT THAT THE SOFTWARE WILL BE\nSECURE OR UNINTERRUPTED.  GE MAY HAVE OTHER STATUTORY RIGHTS.  HOWEVER, TO THE\nFULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES,\nIF ANY, \n\n                                       7\n\n \nSHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT\nWILL WARRANTIES PROVIDED BY LAW, IF ANY APPLY UNLESS THEY ARE REQIRED TO APPLY\nBY STATUTE.\n\n8    SUPPORT SERVICES\n     ----------------\n8.1  Initial Support Services.  During the one (1) year period extending from\n     -------------------------                                               \nthe Effective Date (the \"Initial Support Period\"),  Support.com shall provide\nthe Support Services described in Exhibit C.\n                                  --------- \n\n8.2  Renewals. After the Initial Support Period, Support.com's obligation to\n     --------                                                               \nprovide the above-described Support Services and GE's obligation to pay the\napplicable annual Support Service  fee shall renew automatically upon the first\nand second anniversary of the Effective Date.  Thereafter, Support.com's\nobligation to provide the above-described Support Services and GE's obligation\nto pay the applicable annual Support Services shall renew automatically upon\neach of the [***] through [***] anniversary of the Effective Date, unless GE has\ngiven Support.com written notice of cancellation at least thirty (30) days prior\nto the expiration of the then current term.\n\n8.3  Training.  Each day On-Site Training entitles GE to a one-day standard\n     --------                                                              \ntraining class on-site at GE's facilities. Each class may be attended by no more\nthan fifteen (15) employees of GE.  GE shall be responsible for all travel,\nmeals, hotel and other associated expenses related to providing such training\nservices provided such expenses comply with the GE's travel and expense policy\nas described on Exhibit E of this Agreement.  GE shall pay for and Support.com\n                ---------                                                     \nshall provide the number of On-Site Training days listed on Exhibit B.\n                                                            --------- \n\n9    TERM AND TERMINATION.\n     ---------------------\n\n9.1  This Agreement shall be in effect until terminated as provided herein.  GE\nmay terminate the Agreement for convenience after thirty six (36) months upon\none hundred eighty days (180) written notice.  For the avoidance of doubt, the\nlicense term for the Software under this Agreement is perpetual (in accordance\nwith Exhibit A), subject to earlier termination in accordance with the terms\n     ---------                                                              \nhereof pursuant to a material breach by GE including, but not limited to, a\nviolation of Section 4.0.\n\n9.2  Either party may terminate this Agreement upon the occurrence of any of\nthe following events of default:\n\n(a)  If the other party fails to perform any of the covenants defined herein or\n     fails to carry out or discharge any of its material obligations herein, and\n     fails to correct such failure within a thirty (30) day cure period\n     following written notice specifying such failure by the other party.\n\n(b)  If the other party shall have become insolvent or bankrupt, admitted in\n     writing its inability to pay its debts as they mature or taken any action\n     for the purpose of entering into winding-up, dissolution, bankruptcy,\n     reorganization or similar proceedings analogous in purpose or effect\n     thereto, or any such action shall have been instituted against it and such\n     party shall have acceded thereto or such action shall not have been\n     dismissed or stayed within sixty (60) days of the institution thereof, or\n     any order shall have been made by any competent court or any resolution\n     shall have been passed for the appointment of a liquidator or trustee in\n     bankruptcy or such party shall have appointed or suffered to be appointed\n     any receiver or trustee of the whole or any material part of its assets or\n     business or shall have entered into any composition with its general\n     creditors.  In any such event the other party (i.e., the first party\n     specified in this paragraph B of Section 9.0) may terminate this Agreement\n     at any time after such event by giving notice or may suspend or cancel\n     deliveries during the continuation of any such event.\n\n9.3  Expiration or termination of this Agreement for any reason other than\nbreach shall not abridge or diminish in any way the rights of GE to use the\nSoftware previously licensed or to receive Maintenance or Support Services as\nprovided in this Agreement, and such use of the Software shall continue in\nperpetuity subject to the applicable terms and provisions of this Agreement.\nContinuation of optional Support Services for such Software is subject to the\napplicable terms and provisions of Exhibits A, B and C of this Agreement.  Upon\n                                   -------------------                         \ntermination for breach by GE, GE shall promptly destroy or return all copies of\nthe Software to Support.com and shall provide Support.com with written\ncertification that all such copies have been destroyed or returned. GE shall pay\nSupport.com in full all amounts owed to Support.com, within thirty (30) days of\ntermination by Support.com or for convenience by GE or expiration of this\nAgreement.\n\n9.4  Impaired Performance\n     --------------------\n(a)  In the event Support.com, except for reasons beyond its reasonable control,\n     willfully or grossly negligently fails to materially perform or observe any\n     of its obligations as expressly specified in this Agreement and Support.com\n     fails to take effective corrective action within thirty (30) days following\n     written notice thereof by GE,\n\n                                       8\n\n[***]  CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n \n     GE may, without waiving its right to terminate the Agreement, accept\n     Support.com's impaired performance and make reasonable proportional\n     reduction in payment for the specific defaulting Software or service.\n\n(b)  In the event GE, except for reasons beyond its reasonable control,\n     willfully or grossly negligently fails to materially perform or observe any\n     of its obligations as expressly specified in this Agreement and GE fails to\n     take effective corrective action within thirty (30) days following written\n     notice thereof by Support.com, Support.com may, without waiving its right\n     to terminate the Agreement, accept GE's impaired performance and declare\n     that the particular and only the particular license(s) in default for the\n     Software is terminated immediately.  GE shall immediately thereupon stop\n     using any terminated Software and ten (10) days after any such termination,\n     GE shall, at its own expense, either return to Support.com, or destroy, the\n     particular copy(ies) of the Software and its (their) Documentation\n     including any back-up copies and provide Support.com with written\n     certification that GE has so returned or destroyed such copy(ies).\n\n(c)  Upon written notice to the other party prior to the expiration of the\n     corrective action period, in accordance with Sections 9.4 (a) and (b)\n     above, a party has the right hereunder to request binding arbitration of\n     the disputed breach before the American Arbitration Association, or its\n     successor, however, nothing in this Section 9.4 shall be intended to or\n     construed as restricting a party from seeking relief in a court of\n     competent jurisdiction.  If the parties can not mutually agree upon a\n     single arbitrator, each party shall designate one arbitrator provided\n     further that the arbitrator (s) selected shall be knowledgeable in the\n     computer software field. The rules and regulations to be followed shall be\n     those of the American Arbitration Association, or its successor, in effect\n     on the date of delivery of the demand for arbitration.  The parties\n     expressly agree that the arbitrator(s) shall have the authority  to issue\n     equitable relief. The decision of the arbitrator(s) shall be final and\n     binding on both parties and their respective successors and permitted\n     assigns, and such decision may be enforced by any court having jurisdiction\n     over the party against whom the award is rendered. Each party shall pay the\n     fees of its own attorneys and the expenses of its witnesses.  All other\n     costs and expenses of the arbitration, including the cost of recording the\n     transcripts thereof, if any, administration fees and all other fees and\n     costs, shall be paid by the non-prevailing party.  In the event the\n     arbitrator(s) make(s) no assessment of such other fees, costs and expenses,\n     such fees, costs and expenses shall be borne equally by the parties.\n\n10.  QUALITY\n     -------\n\n10.1 The parties acknowledge that Support.com's willingness and ability to\nprovide Software and Support Services of the quality and at the levels specified\nherein are the essence of this Agreement.  Accordingly, the following provisions\nshall apply to all Software and Support Services furnished by Support.com\nhereunder:\n\n10.2 Industry Standards. Support.com represents that its Support Services will\n     -------------------                                                      \nbe performed in a manner consistent with its Documentation and published\nspecifications, and shall be in accordance with the highest generally accepted\nindustry standards (for the same type of Services and at the same rates). This\nclause shall not be interpreted as an extension to the warranty in Section 7.2,\nas the latter is the warranty for the Software.\n\n11   Limitation of Liability.\n     ------------------------\nSupport.com's maximum cumulative liability to GE arising out of or relating to\nthis Agreement, whether based upon warranty, contract, tort, or otherwise, shall\nnot exceed: (i) for a claim based on the Software or the use thereof the total\namount of license fees paid to Support.com under this Agreement, and (ii) for a\nclaim based on the provision of Support Services, the total amount of\nmaintenance fees for the Maintenance Period in which the claim arose.\n\nExcept for a claim for breach of GE's intellectual property rights or GE\nConfidential Information, Support.com shall not be liable for any special,\nindirect, incidental, or consequential damages, including, but not limited to,\nloss of profits, loss of data, or loss of use damages, arising out of or\nrelating to this Agreement or the creation or supplying of the Software or\nSupport Services, even if Support.com was aware of or was notified of the\npossibility of such damages.  Except for a claim for breach of Support.com's\nintellectual property rights or Support.com's Confidential Information, GE shall\nnot be liable for any special, indirect, incidental, or consequential damages,\nincluding, but not limited to,\n\n                                       9\n\n \nloss of profits, loss of data, or loss of use damages, arising out of or\nrelating to this Agreement.\n\nIn no event shall the foregoing limitation limit either party's liability to the\nother party for damages resulting from personal injury or tangible property\ndamage. As used above, the term \"tangible property\" shall not include software,\ndocumentation and\/or data files. Support.com's liability for Proprietary Rights\nIndemnification shall be as expressly set forth under Section 5.0 and not\nsubject to any limitation whatsoever.\n\n12    RIGHT TO AUDIT\n      --------------\nThe parties agree to apply reasonable efforts to minimize reporting requirements\nin the administration of this Agreement except as specifically set forth in\naccordance with Exhibit A.   Notwithstanding, the intent of those efforts to\n                ---------                                                   \nminimize reporting requirements shall not preclude Support.com the ability or\nright to protect its interests under this Agreement, and therefore there may be\nsome instances in which an ability to audit is necessary.\n\n13.   Cumulative Remedies.  The remedies under this Agreement shall be\n      -------------------                                             \ncumulative and not alternative and the election of one remedy for a breach shall\nnot preclude pursuit of other remedies unless expressly provided otherwise in\nthis Agreement.\n\n14.   Dispute Resolution.  Before either party initiates any arbitration\n      ------------------                                                \nproceeding as set forth in Section 9 above or any legal action against the other\narising from this Agreement (other than to seek injunctive or other equitable\nrelief), the matter in controversy will first be referred to the chief\ninformation officers or other appropriate officers of the parties.  Such\nofficers shall take all reasonable steps to attempt to resolve the matter within\nfour (4) weeks of the date of referral.\n\n15.   Governing Law.  This Agreement shall be governed in all respects by the\n      -------------                                                          \nsubstantive laws of the State of New York, United States of America, without\nregards to its rules on conflicts of law. The parties specifically disclaim the\napplicability of the United Nations Convention on Contracts for the\nInternational Sale of Goods.\n\n16    Notices. Notices will be in writing and will be sent to the address below.\n      ------- \nAny notice may be delivered personally or by certified mail, (or the equivalent)\nand will be deemed to have been serviced, if by hand when delivered, if by mail\n48 hours after mailing.\n\n      If to Support.com:\n      ------------------\n\n      Support.com, Inc.\n      575 Broadway\n      Redwood City, CA 94063\n      Attention: Corporate Counsel\n\n      If to GE:\n      ---------\n\n      Mark Mastrianni\n      Manager, Technology\n      General Electric Company\n      3135 Easton Turnpike\n      Fairfield, CT 06431\n\n17.   Export Restrictions.  GE agrees to comply with all applicable export and\n      -------------------                                                     \nimport laws and regulations.  During the term of this Agreement, Support.com\nwill, as a material obligation of this Agreement, disclose the levels of\nencryption technology contained within the Software sufficient for GE to comply\nwith all applicable export and import law and regulations. Furthermore,\nSupport.com will notify GE, sufficiently in advance, when the level of\nencryption technology changes as long as the change(s) is in adherence to such\nexport and import laws and regulations.\n\n18.   Assignment.\n      ---------- \n\n18.1  Assignment by Support.com\n      -------------------------\n      Support.com shall not assign or sublicense its rights under this Agreement\n      to any other person, entity or affiliate without the prior written consent\n      of GE, which consent shall not unreasonably be withheld or delayed.\n      Notwithstanding the foregoing, Support.com may assign all of its rights\n      and obligations hereunder in the case of (i) the sale of all or\n      substantially all of the capital stock or assets of Support.com, or (ii)\n      the merger of Support.com with and into another entity where the\n      Support.com is not the surviving entity. GE hereby authorizes the\n      foregoing assignments, provided that (a) such transfers or assignments are\n      made pursuant to a written assignment and assumption agreement under which\n      the transferee agrees to perform all of Support.com's obligations\n      hereunder; and (b) Support.com may not transfer or assign its rights or\n      obligations hereunder to any then-current competitor or customer of GE (or\n      any affiliate, division, operating unit or subsidiary of such competitor\n      or customer).\n\n18.2  Assignment by GE\n      ----------------\n\n(a)   GE may assign or otherwise transfer Software or the Agreement, in whole,\n      to third\n\n                                       10\n\n \n      parties (such party, a \"Transferee\") following notice to Support.com in\n      connection with the sale of all or substantially all of the capital stock\n      or assets of GE or a division, business operation or subsidiary of GE (any\n      of the foregoing, a \"GE Business Unit\"). Support.com hereby authorizes the\n      foregoing assignments, provided that (a) such transfers or assignments are\n      made pursuant to a written assignment and assumption agreement; (b) all\n      fees due to Support.com for use by GE of such Software and Support\n      Services prior to such assignment have previously been paid; (c) GE may\n      not transfer or assign any Software or related materials to any then-\n      current competitor or customer of Support.com (or any affiliate, division,\n      operating unit or subsidiary of such competitor or customer); and (d) the\n      Transferee shall have signed mutually agreeable software license and\n      support agreements with Support.com as set forth below.\n\n      Support.com hereby agrees that the material terms of the Software license\n      granted to GE hereunder shall be passed on to a Transferee for no\n      additional license fee for the term of this Agreement provided that (i)\n      the scope of use of the Software by the Transferee does not and will not\n      exceed the scope of use at the time of transfer of the Software by GE or\n      the applicable GE Business Unit; (ii) GE notifies Support.com of the total\n      number of Healing Agent licenses that will be transferred to the\n      Transferee at the time of divestiture and such transferred licenses shall\n      then vest in the divested entity; and (iii) that number of transferred\n      licenses at the time of divestiture will be included in the number of\n      Healing Agents as called for on Exhibit A. In the event that the divested\n                                      ---------\n      entity has additional requirements or terms (including fees for licenses\n      and services) said requirements or terms will be determined between the\n      divested entity and Support.com, and those additional Healing Agent\n      licenses will not be included in the total called for on Exhibit A. When\n                                                               ---------\n      the Software is transferred to a Transferee, GE's license and GE's right\n      to use the Software, to the extent such rights have been transferred, are\n      terminated.\n\n(b)   GE shall notify Support.com in writing within thirty (30) days of the\n      assignment date and shall furnish Support.com a copy of an executed\n      assignment agreement demonstrating that Transferee agrees to be bound by\n      the terms and conditions of this Software license. The assignment\n      agreement between GE and Transferee shall contain the number of Healing\n      Agents that are being transferred\n\n(c)   Notwithstanding any assignment of the rights and obligations of GE to\n      Transferee, GE shall continue to be bound by the confidentiality and non-\n      disclosure provisions of this Agreement, which provisions shall survive\n      such assignment. GE may not retain any copies of Software or Documentation\n      licensed hereunder following the assignment to Transferee.\n\n(d)   An assignee of either party, if authorized hereunder, shall be deemed to\n      have all of the rights and obligations of the assigning party set forth in\n      this Agreement. It is understood that no assignment shall release the\n      assigning party from any of its obligations, and the \"assigned\" party\n      shall carry all obligations.\n\n19.   [***].  Support.com represents that the unit [***] being provided\n       ---\nhereunder are [***] than the unit [***] by Support.com to [***] using the [***]\nof the Software for internal purposes.\n\n20.   Independent Contractor. The relationship created by this Agreement is one\n      ----------------------                                                   \nof independent contractors, and not partners, franchisees or joint venturers.\nNo employees, consultants, contractors or agents of one party are employees,\nconsultants, contractors or agents of the other party, nor do they have any\nauthority to bind the other party by contract or otherwise to any obligation,\nexcept as expressly set forth herein. Neither party will represent to the\ncontrary, either expressly, implicitly or otherwise.\n\n21.   Headings.  The descriptive headings of this Agreement are intended for\n      --------                                                              \nreference only and shall not affect the construction or interpretation of this\nAgreement.\n\n22.   Severability. If any provision of this Agreement is held by decision of a\n      ------------                                                             \ncourt of competent jurisdiction to be ineffective, unenforceable or illegal for\nany reason, such decision shall not affect the effectiveness, validity or\nenforceability of any or all of the remaining provisions hereof, and if any\nprovision of this Agreement is so held to be ineffective, unenforceable, or\nillegal with respect to any particular circumstances, such provision shall\nremain in full force and effect in all other circumstances.\n\n23.   Publicity.  As a material obligation of this Agreement, neither party\n      ---------     \nshall use the name, logo, trademark, or any reference either direct or indirect\nof the other in publicity releases, advertising, case\n\n                                       11\n\n[***]  CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY WITH THE COMMISSION.\n\n \nstudies or references without the prior written consent of the other. Except as\nset forth in Exhibit D, Paragraph VIII or unless the parties mutually agree\n             ---------  -------------- \nduring the term of this Agreement, Support.com understands that GE does not\ncontemplate providing any such consent and is under no obligation, express or\nimplied, to provide any such consent, and, in the event that any such consent\nshould be granted for a particular communication, GE shall not be under any\nfurther obligation to provide consent in any future request. Both parties to\nthis Agreement agree not to disclose the existence or terms of this Agreement to\nany third party without the prior written approval of the other, except that GE\nmay disclose this Agreement to an Assignee instituted by GE pursuant to Section\n18.2 hereof or pursuant to Section 4(j).\n\n24.   Amendment.  Any waiver, amendment or modification of any of the provisions\n      ---------                                                                 \nof this Agreement, or any right, power or remedy hereunder, shall not be\neffective unless made in writing and signed by the party against whom\nenforcement of such waiver, amendment or modification is sought.  No failure or\ndelay by either party in exercising any right, power, or remedy with respect to\nany of its rights hereunder shall operate as a waiver thereof in the future.\n\n25.   Security.  In the event that any Support.com personnel are physically\n      --------                                                             \npresent at a GE location pursuant to this Agreement, any such physical presence\nshall be subject to commercially reasonable security requirements, provided that\nGE will indemnify and hold Support.com harmless against any claims by such\npersonnel related to an invasion of privacy, and Support.com shall indemnify GE\nagainst any claims that may arise because of the negligence of such personnel.\n\n26.   Disputes; Injunctive Relief. In the event of a legal action brought by one\n      ---------------------------  \nparty against the other and arising out of this Agreement, the prevailing party\nis entitled to recover reasonable attorneys' fees and court costs. Any attempted\nor actual violation of the terms set forth in this Agreement regarding\nconfidential information or intellectual or proprietary rights is a breach of\nthis Agreement which will cause irreparable harm to the injured party entitling\nsuch party to injunctive relief in addition to all other available legal\nremedies.\n\n27.   Survival.  The following provisions will survive termination of this\n      --------                                                            \nAgreement: 1, 3.2-3.7, 4-6, 7.7, 7.8, 9, 11-13, 15-17, 20-24, 26-32, and only in\nthe event the termination does not result from a breach of this Agreement by GE,\n2 and 3.\n\n28.   Entire Agreement; Conflict. This Agreement, together with all exhibits and\n      --------------------------\nschedules hereto, constitutes the complete, final and exclusive statement of the\nterms of the Agreement between the parties pertaining to the subject matter\nhereof and supersedes all prior agreements, understandings, negotiations and\ndiscussions of the parties. No modification or rescission of this Agreement\nshall be binding unless executed in writing by the party to be bound thereby.\nThis Agreement includes and incorporates herein by this reference the Exhibits A\n                                                                      ----------\nthrough E attached hereto.  In the event of any conflict between the terms and\n---------                                                                     \nconditions of this Agreement and an Exhibit, the terms and conditions of the\nExhibit shall prevail. Any different or additional terms of any related purchase\norder, confirmation, invoice, or similar form shall have no force or effect.\n\n29.   Force Majeure.  Either party shall be excused from any delay or failure in\n      -------------                                                             \nperformance hereunder due to causes beyond its control,  including but not\nlimited to, acts of God, earthquake, floods, lightning, labor disputes and\nstrikes, other labor or industrial disturbances, riots, war, acts of the public\nenemy, insurrections, embargoes, blockages, regulations or orders of any\ngovernment, agency or subdivision thereof, shortages of materials, rationing,\nutility or communication failures, casualty, novelty of product manufacture or\nother unanticipated product development problems, and governmental requirements.\nThe obligations and rights of the party so excused shall be extended on a day-\nto-day basis for the period of time equal to that of the underlying cause of the\ndelay; provided that such party shall give notice of such force majeure event to\nthe other party as soon as reasonably possible.\n\n30.   Authority.  Each party represents that all corporate action necessary for\n      ---------                                                                \nthe authorization, execution and delivery of this Agreement by such party and\nthe performance of its obligations hereunder has been taken.\n\n31.   Privacy.  The Software contains features which may allow GE to collect\n      -------                                                               \ndata from, control and\/or monitor computers running the Software without notice\nto or knowledge by end users of the Software.  GE is solely responsible for, and\nassumes all liability with respect to all such activity.  GE shall indemnify\nSupport.com against any damages, claims, losses, settlements, attorneys' fees\nand other expenses related to any such activities.\n\n32.   Government End-Users.  As defined in Federal Acquisition Regulations (FAR)\n      -------------------- \nsection 2.101 (or otherwise), the Software and any accompanying documentation\nlicensed in this Agreement are deemed to be \"commercial items\" and commercial\ncomputer software\" and \"commercial computer software documentation.\"  Consistent\nwith DFAR section 227.7202 and FAR section 12.212, any use, modification,\nreproduction, release, performance, display, or disclosure of the Software by\nthe U.S. Government shall be governed solely by the terms of this Agreement and\nshall be prohibited except to the\n\n                                       12\n\n \nextent expressly permitted by the terms of this Agreement.\n\n33  Encryption.  The security mechanisms implemented by the Software have\n    -----------                                                          \ninherent limitations and GE must determine that the Software sufficiently meets\nits requirements.\n\n    IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted and delivered as of the day and year above written.\n\nACCEPTED BY:\n\n\n-----------------------------         ----------------------------\n(\"General Electric Company\")          (\"Support.com\")\n\n\nBy: \/s\/ Mark Mastrianni               By: \/s\/ Radha R. Basu\n   ----------------------------          ---------------------------- \n\nName:   Mark Mastrianni               Name:   Radha R. Basu\n     -------------------                   ------------------- \n\nTitle:  Mgr, Technology               Title:  President &amp; CEO\n      -------------------------             -------------------------\n\n                                       13\n\n \n                                   EXHIBIT A\n                                SOFTWARE LICENSE\n                                ----------------\n\nI.  Description Software:\n-------------------------\n\nSUPPORT CENTER, Version 3, in object code format and including all underlying\n     technology elements expressed in a higher level language, e.g. html,\n     scripts (but excluding source code)\nSUPPORT PORTAL, Version 3 in object code format and including all underlying\n     technology elements expressed in a higher level language, e.g. html,\n     scripts (but excluding source code)\nFOUNDRY, Version 3, in object code format and including all underlying\n     technology elements expressed in a higher level language, e.g. html,\n     scripts (but excluding source code)\n\n\nII.  Number of Network Computers and Workstations Licensed\n----------------------------------------------------------\n\nSoftware                     Number of Authorized Copies\n--------                     ---------------------------\n\nSUPPORT CENTER:\n---------------\nSupport.com Healing Agent    Unlimited for [***] Years (see Section III below)\nSupport.com Healing Console  Unlimited for [***] Years (see Section III below)\nSupport.com Server           Unlimited for [***] Years (see Section III below)\n\nSUPPORT PORTAL:\n-------------- \nWeb Application              Unlimited for [***] Years (see Section III below)\nNexus                        Unlimited for [***] Years (see Section III below)\n\nFOUNDRY:                     Unlimited for [***] Years (see Section III below)\n--------                                                    \n\n\nIII.  Deployment Term\n      ---------------\n\nGE shall have the right to use the Software on an unlimited number of GE\nComputers and GE Networks for a period of [***] ([***]) years commencing on the\nEffective Date (\"Deployment Term\"). Upon expiration of the Deployment Term, all\nrights to unlimited usage of the Software shall cease and GE shall retain a\nperpetual right only to: (i) the number of Healing Consoles installed and in\nOperational use by GE, (ii) the number of Servers then configured and in\nOperational use by GE; (iii) the number of Web Applications then installed and\nin Operational use by GE; (iv) the number of Nexus components then installed and\nin Operational use by GE; (v) the number of Foundry products installed and in\nOperational use by GE; and (vi) the number of Healing Agents then deployed and\nin Operational use as permitted (\"Deployed Healing Agents\"). In the event the\nnumber of Deployed Healing Agents is less than [***] ([***]), then GE shall be\nentitled to deploy up to an aggregate total of [***] Healing Agents without\nowing any further license fees to Support.com and in the event the number of\nDeployed Healing Agents is greater than [***] ([***]), then GE and Support.com\nshall negotiate in good faith to determine the amount owed to Support.com for a\nperpetual license for each Deployed Healing Agent in excess of [***] and any\nsuch incremental fee would be on a basis no less favorable than this Agreement.\nIn any event, support and maintenance fees following the Deployment Term shall\nbe negotiated in good faith based upon a proportional increase or decrease in\nthe number of Deployed Healing Agents. GE shall report the number of Deployed\nHealing Agents and each such other component then installed or configured and in\nOperational use to Support.com in a writing executed by a company executive\nwithin sixty (60) days after the expiration or termination of the Term.\n\n                                       2\n\n[***]  CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n \n                                   EXHIBIT B\n                                  FEE SCHEDULE\n                                  ------------\n\n\nI.  Software                                Fees\n------------                                ----\n\nAs set forth on Exhibit A                   $[***]\n                ---------                         \n\nII. Support and Maintenance                 Fees\n---------------------------                 ----\n\n3 Years of support and maintenance          1st year included in Software Fees\nfor the Software purchased hereunder        $ [***]   (2nd year)\n                                            $ [***]  (3rd year)\n\nIII. Implementation Services                Fees\n----------------------------                ----\n\n  2  people for  [***]  days at  [***]      [***]  (except for T&amp;E) \n  GE Business (to be used during or \n  [***]  to the  [***]  month\n[***] commencing on the Effective Date; GE acknowledges that some of these days\nhave already been served as of the Effective Date)\n\nIV.  Training                               Fees\n-------------                               ----\n[***]  Days of On-Site Training             [***]  (except for T&amp;E)\n       -for up to 15 employees\n \nV.  Invoicing\n--------------\n        On the Effective Date:                              $ [***] \n        On the first anniversary of the Effective Date      $ [***] \n        On the second anniversary of the Effective Date     $ [***] \n\nVI.   [***]  Pricing\n------------------\n\n[***] Support and Maintenance Fees (\"Support Services\"): If GE [***] to [***]\nSupport Services for the Software licensed hereunder for the [***] ([***]) [***]\nperiod commencing on the [***] and [***] anniversary of the Effective Date, such\nSupport Services fees will be $ [***] each year, respectively.\n\n[***]  Services\n  For a period of [***] from the Effective Date, if GE [***] to [***] On-Site\nTraining Days and Implementation Services Days, the price for each such day will\nbe $[***], plus reasonable travel and related expenses (in accordance with GE's\ntravel and expense policy in accordance with Exhibit E). Payment for such days\nshall be due [***] ([***]) [***] after receipt of an invoice reflecting services\nperformed in the previous month.\n\n                                       3\n\n[***]  CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n \n                                   EXHIBIT C\n                                SUPPORT SERVICES\n                                ----------------\n\nDuring the period for which GE has paid the applicable Support Services fee, GE\nshall be entitled to the following:\n\nI.  Software Services\n\n     Support Services shall entitle GE to all Product Upgrades as defined under\nSection 1.12 of this Agreement.   Product Upgrades shall be subject to the terms\nand conditions applicable to the Software as set forth in this Agreement.\nSupport.com will support the most current version of the Software and the\nrelease immediately preceding the new version of the Software.   On-site\nimplementation and training for Product Upgrades is available from Support.com\nat mutually agreeable times and at the rates described under Exhibit B.\n                                                             --------- \n\nII.  Software Technical Support\n\nSupport.com shall provide assistance in the English language, by telephone, or\nother electronic means available by Support.com, to answer urgent and immediate\nquestions, during the hours of 7 a.m. to 7 p.m. (Pacific time), Monday through\nFriday, excluding Support.com holidays.  All telephone assistance shall be given\nonly to two (2) named employees of GE with sufficient knowledge of the Software\n(\"Designated GE Contacts\"); such Designated GE Contacts may be changed by GE\nfrom time to time by written notice to Support.com, provided such Designated GE\nContacts have attended appropriate Support.com training of the Software.\nSupport.com shall not be required to deal with any person other than the\nDesignated GE Contacts.  Additional Designated GE Contacts can be purchased at\nSupport.com's standard rates.  All additional assistance provided by Support.com\nto GE, including, but not limited to, custom programming, data conversion and\nconsulting shall be charged at Support.com's then-current standard time and\nmaterial rates.  Notwithstanding the foregoing and provided GE is then current\nunder support and maintenance, for the period beginning [***] ([***]) [***]\nafter the Effective Date, Support.com shall provide the above described\nassistance to a total of [***] ([***]) Designated [***] (provided each such\n[***] has attended appropriate Support.com [***]) and shall also provide the\nabove described assistance in the following [***].\n\nSupport.com shall use commercially reasonable efforts to remedy any reproducible\nError (as defined below) in the Software reported in writing by GE in accordance\nwith the Severity Levels set forth below.  Support.com's obligation to provide\nsuch services shall continue only so long as GE maintains the current installed\nversion of the Software, without modification by any party other than\nSupport.com and so long as the equipment on which the Software is installed is\nconfigured as specified in the Documentation or as otherwise specified by\nSupport.com.\n\n\"Error\" means a material failure of the Software to conform to its functional\nspecifications as described in the applicable Documentation, which failure is\ndemonstrable in the environment for which the Software was designed and causes\nit to be inoperable, to operate improperly in the environment for which it was\ndesigned, or produces results different from those described in the applicable\nDocumentation. The specific Severity Levels are set forth below.  Failure\nresulting from GE's negligence or improper use of the Software, modifications or\ndamages to the Software by GE, and GE's use of the Software on a platform or\nwith an operating system other than the designated platform in the Documentation\nor in combination with any third party software not provided by Support.com, are\nnot considered Errors except as reasonably contemplated by the parties.\n\n\"Severity 1 Error\": The Software materially fails to conform to the functional\n-------------------                                                           \nspecifications set forth in Documentation and GE is unable to proceed without a\nfix to the problem or a work-around solution provided by Support.com (no\nfunctionality, e.g., system down problems). Severity 1 Errors shall be directly\nreported to Support.com Technical Support by telephone at numbers provided by\nSupport.com. All such Severity 1 Errors will be assigned to Technical Support\nSpecialist and a Support Manager. Supplier will initially respond to GE within\nfour (4) business hours of receipt of the Severity 1 Error by Support.com. This\nresponse will inform GE of the identity of Supplier personnel assigned and of\nthe plan to seek resolution.  Support.com will in addition provide regular\nstatus updates.\n\n\"Severity 2 Error\": The Software contains major functional problems against the\n------------------                                                             \nDocumentation, which GE is able to work around but the Software can only be used\nto a limited degree (partial or limited functionality). Severity 2 category\nErrors shall be directly reported to Support.com Technical Support by telephone\nor e-mail. All such problems. Support.com will initially respond to GE within\neight (8) business hours of receipt of the Severity 2\n\n                                       4\n\n[***]  CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n \nprogram error by Support.com. This response will inform GE of the identity of\nSupplier personnel assigned and of the plan to seek resolution. Support.com will\nin addition provide regular status updates.\n\n\"Severity 3 Error\": Software or documentation contains incorrect logic,\n-------------------                                                    \nincorrect descriptions, or functional problems, which GE is able to work around,\nor where a temporary correction has been implemented (fully functional but needs\nimprovement). Support.com will initially respond to GE within one business day\nof receipt of the Severity 3 program error by Support.com. This response will\ninform GE of the identity of the Support.com personnel assigned and of the plan\nto seek resolution.  Support.com, in addition, will provide regular status\nupdates provided however that Support.com shall have the right to prioritize\nSeverity 3 Errors and include corrections for such Errors in future releases at\nits sole discretion.\n\nGE Obligations.  In addition to providing Support.com with full, good faith\ncooperation and such information as may be required by Support.com in order to\nperform the support and maintenance services, GE shall provide Support.com with\n(i) specific detailed information concerning GE's use of the Software as may be\nrequired for the performance of the support and maintenance services and (ii)\nall necessary computer services information and access to key personnel needed\nto provide the support and maintenance.  If GE fails or delays in its\nperformance of any of the foregoing responsibilities, Support.com shall be\nrelieved of its obligations hereunder to the extent such obligations are\ndependent upon such performance.\n\nLicense Grant.  In the event any work product or code is created in the\nprovision of support and maintenance services hereunder, such work product or\ncode shall be included within Software and licensed to GE under the terms and\nconditions of this Agreement, and Support.com shall retain all right, title and\ninterest in and to such work product or code and any derivatives, enhancements\nor modifications to the Software created by Support.com.\n\nExclusions.  Support.com is not required to provide any Support services\nrelating to problems arising out of (i) changes to the operating system or\nenvironment which adversely affect the Software; (ii) use of the Software in a\nmanner not specified in the Documentation unless reasonably contemplated by the\nparties; (iii) accident, negligence, or misuse of the Software; or (iv)\nalterations or modifications to the Software by GE unless such alteration or\nmodifications were reasonably contemplated by the parties.\n\n\n                                       5\n\n \n                                   EXHIBIT D\n                    SPECIAL TERMS AND CONDITIONS ATTACHMENT\n                    ---------------------------------------\n\nI.  [***] Support.\n\nSupport.com agrees that the availability of [***] mentioned herein was an [***]\nfor [***] to [***] this Agreement. Therefore, Support.com shall use commercially\nreasonable efforts to make available the programs set forth on Exhibit A [***]\n                                                               ---------\nwithin [***] ([***]) months from the Effective Date. Moreover, Support.com\nhas a [***] to make available the programs set forth on Exhibit A [***]\n                                                        ---------\nwithin [***] ([***]) months of the Effective Date. Upon release of such [***],\nGE shall be entitled to use [***] versions, subject to the terms and conditions\nherein, [***].\n\nII.  [***] Support [***].\n\nWithin [***] ([***]) days of the Effective Date, Support.com shall provide an\n[***] Support [***] ([***]) for a period of time not to exceed [***] ([***])\nmonths. The [***] shall be [***] GEGE headquarters in Fairfield, Connecticut and\nGE shall provide the [***] a [***], a [***], and [***], as well as [***] ([***])\n[***] one hundred percent (100%) to assist the [***] in establishing [***], and\n[***] of problems. The [***] shall not be expected to travel, but in the event\ntravel becomes reasonably necessary, it shall be controlled and managed to cause\nminimum impact on the [***] and [***] shall be responsible for all travel costs\nprovided such travel costs meet GE's standard travel and expense policy in\naccordance with Exhibit E. The [***] will have a [***] and will have the [***]\n                ---------\nto [***] technical support issues and use reasonable commercial efforts to [***]\nreports, distribute [***], and share [***]. The [***] shall not be responsible\nfor [***] of the Software, [***] of the Software, or [***] on [***] to [***] the\nSoftware; such services are available on a fee per day basis, as set forth in\nExhibit B. The [***] position is based upon an [***], and [***] for [***]\n---------\nholidays, training, and company functions.\n\nIII.  Assistance with Roll-outs.\n\nDuring the performance of the Implementation Services at the initial [***]\n([***]) GE businesses (as set forth in Exhibit B), Support.com will document\n                                       ---------\ninformation learned during, and specifics about, the rollouts at the [***]\n([***]) GE businesses in order to share such information with [***].\n\nIV.  [***]\n\nDuring the performance of the Implementation Services at the initial [***]\n([***]) GE businesses (as set forth in Exhibit B), and thereafter for a total of\n                                       ---------\n[***] ([***]) months, if deemed necessary by Support.com, Support.com will\nconduct a [***] ([***]) [***] for the [***] of the Software at such [***]\n([***]) businesses, with the intent to [***] only to [***] in accordance with\nSection 23 of this Agreement to [***] the [***] other [***] or [***]. At [***],\nGE agrees to be [***] a [***] for Support.com [***] use of the Software; it is\nunderstood that this will be a [***] and will be [***] to ensure [***].\n\nV.  Kickoff Session.\n\nSupport.com and GE will jointly host a 1-day kickoff session (at a mutually\nagreed upon time and location) where various representatives of the GE\nbusinesses (and\/or their service providers) can attend and receive high-level\nexposure to the Software and Documentation, and review rollout strategies.\nSupport.com will participate with technical experts who can field questions, as\nwell as discuss lessons learned to date.  The intent of this meeting will be to\naccelerate the deployment of the Software within GE's environment, and educate\nthe I\/T staff of GE on deployment issues.  During this session, both parties\nwill introduce the resources to be applied to the initiative, and discuss the\nprocesses in which GE businesses will seek support, communicate, and work with\nSupport.com and the GE project office.\n\n                                       6\n[***]  CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n \nVI.  [***] \n\nDuring the [***] ([***]) month period commencing on the Effective Date,\nSupport.com will assist GE in allowing the [***] ([***]) to [***] the use of the\nSoftware [***] . Such assistance shall be (i) the [***] ([***]) days of on-site\ntraining (as set forth on Exhibit B), and (ii) advice and counsel from [***],\n                          ---------\nupon [***] from [***] provided that such requests are [***] and [***] to [***].\n\nVII.   [***]  \n\nDuring the [***] ([***]) month period commencing on the Effective Date,\nSupport.com shall make available [***] in support of [***]. Such [***] shall be\nto provide an available [***] member for [***] ([***]) [***] at [***] to [***]\nand thereafter at a rate of $ [***].\n\nVIII.     [***] \n\n[***] Release. Upon initial deployment of the Software, and [***] to the initial\n-------------\n[***] ([***]) GE business at which the [***] are performed, [***] agrees to\n[***] with [***] to provide a [***] upon [***] which [***] of the [***].\n\nIV.  Customer Advisory Board\n\nSupport.com will make available to GE two (2) seats on the Support.com Customer\nAdvisory Board, for the eighteen (18) month period commencing on the Effective\nDate.\n\n                                       7\n\n[***]  CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n \n                                   EXHIBIT E\n                         GE TRAVEL and LIVING POLICIES\n\n\nTravel &amp; Living Guidelines for Corporate Employees\n\nReceipts are required for all corporate card items and for cash items of $15 or\nmore.\n\nAir Travel\n----------\n\nCoach class is required for all flights within North America, within Europe, and\n               --------                                                         \nwithin Asia-Pacific (for flights originating in those respective regions).\n\nCoach class is strongly recommended for all flights between North America and\n               --------------------                                          \nEurope and between North America and the northern portion of South America.\n\nFor these flights, because of the combination of longer distances and the\npotential for unusual timing or circumstances, the ultimate decision between\ncoach and business class remains with the traveler. It is expected that the\nchoice of business class will be limited.\n\nBusiness class is allowed for flights beyond the above \"coach zone\", e.g., North\n                  -------                                                       \nAmerica to Asia-Pacific.\n\n.  Officer pre-approval is required for any exception to the above service class\n   guidelines.\n.  Employees may retain credits from frequent traveler programs. However, travel\n   Employees may retain credits from frequent traveler programs. However, travel\n   plans, routing requirements, etc., should not result in additional expense to\n   the Company nor require an increase in travel time during regularly assigned\n   working hours.\n.  The cost of upgrading an airline ticket to another class is not reimbursable.\n.  Make your own travel reservations and when possible schedule meetings to\n   allow for travel during off-peak hours.\n.  Take the \"best buy\" air fare recommended by the agent.\n.  Book tickets as early as possible.\n.  Use teleconferencing and\/or videoconferencing to minimize travel costs.\n.  Minimize number of employees taking same trip, e.g., to trade shows,\n   conferences, etc.\n.  Consider non-refundable fare for frequent trips to the same location.\n.  Consider staying over on Saturday night to obtain lower air fare (Company\n   will reimburse hotel and meal costs if the total cost is lower).\n\nGround Transportation\n---------------------\n.  Use hotel\/airport shuttle services when practical.\n.  Book smallest rental car practical for traveler's purpose.\n.  When using your personal vehicle, you will be reimbursed @ $.325 per mile,\n   which covers depreciation, insurance, and gas.\n.  For New York airports private limos are not allowable expenses, except:\n.  When traveling outside normal working hours (very early in the morning or\n   late in the evening) or when there is a safety concern;\n.  When there are at least two passengers and a private limo would be a lower\n                                          ---\n   cost option than other alternatives such as a rental car or scheduled limo\n   service with Red Dot.\n.  From Fairfield use Hertz or Red Dot Limo Service.\n.  Minimize Company costs on rental cars by: declining Collision Damage Waiver\n   inn the U.S. (covered under GE contract programs); returning rental cars\n   with a full tank of gas.\n\nLiving, Meals &amp; Other Expenses\n------------------------------\n.  Meals are reimbursable provided you are on Company business away from your\n   normal place of business with an overnight stay.\n.  On a day trip, meals eaten outside your regularly assigned work hours are\n   reimbursable.\n\n                                       8\n\n[***]  CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n \nOther Reimbursables\n-------------------\n\n.  Nominal gifts in lieu of meals and\/or lodging at friends' or relatives'\n   residences are reimbursable as long as the cost to GE is lower.\n.  Gratuities for bellhop, taxi, meals, etc.\n.  Highway tolls and parking fees.\n.  Laundry and dry cleaning services if the employee is away for five\n   consecutive days.\n.  Telephone and fax expenses incurred on behalf of the Company, including\n   essential calls to home.\n.  Use your Dial Comm Key Card for all long distance phone calls.\n.  Review \"in lieu of\" situations with your financial representative.\n\nExpenses Not Reimbursable\n-------------------------\n\nThe following items are considered to be of a personal nature, and therefore are\nnot normally reimbursable by the Company.\n. Airline club membership fees\n. Clothing or toiletries, except if caused by airline delay or overbooking of\n  airplane reservations\n. Cost of an employee's family member traveling with the employee, except wen\n  the family member's presence serves a business purpose and the costs have\n  Corporate Officer approvaL\n. Cost of a circuitous or side trip for personal convenience or benefit . Cost\n  of a circuitous or side trip for personal convenience or benefit\n. Fines for traffic violations\n. Gifts to employees or their families of flowers, money, merchandise, or\n  services \n. Insurance on personal property; personal travel insurance\n. Items for personal use, such as: hairstyling, shoe shine, magazines,\n  newspapers, movies (including in-room movies), shows, and sporting events\n  (unless for entertainment on behalf of the Company) and other similar items\n. Loss or theft of personal property (e.g., clothes, jewelry, etc.), cash\n  advance, personal funds, or tickets\n. Maintenance or repair of personal property (e.g.,\n  home and grounds) while out of town on Company business\n. Parking or garage charges at the employee's regularly assigned place of\n  business\n. Personal credit card fees or charges incurred as a result of third-\n  party misuse of lost credit cards \n. Traveling expense between home and regularly assigned place of business\n\n                                       9\n\n[***]  CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n \n                              Product Enhancements\n\n                          \n[***]                        [***] to [***] and provide [***] during a [***].\n                            \n[***]                        A [***] to [***] and [***] information. The [***]\n                             will help [***] the [***] for each [***].\n                            \n[***]                        [***] to [***] the [***] and [***] and [***] the\n                             [***] of the [***].\n\n[***]                        [***] and [***] about [***] and [***].\n                            \n[***]                        An [***] to [***] to [***]. This enables existing\n                             [***] to be [***] to [***] for [***].\n\n[***]                        [***] and [***] to handle [***]. After [***], the\n                             product is [***] to [***] and [***].\n                            \n[***]                        [***] the [***] to [***] to [***] on [***].\n\n\n15 February 2000           \/s\/ Radha R. Basu\n\n[***] CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n \n                               Release Schedule\n\n                            Continuous and Growing\n\n\n                                      [***]\n\n\n\n15 February 2000           \/s\/ Radha R. Basu\n\n[***] CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7615],"corporate_contracts_industries":[9452],"corporate_contracts_types":[9613,9616],"class_list":["post-42274","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-electric-co","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42274","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42274"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42274"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42274"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42274"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}