Client Relationship Agreement for Services

This Client Relationship Agreement for Services (CRA) and applicable Attachments and Transaction Documents (TDs) are the
complete agreement regarding transactions under the CRA (together, the "Agreement") under which Client may order IBM Services
(also referred to as "IBM Products" herein) and third party services (also referred to as "Non-IBM Products" herein). TDs detail the
specifics of transactions such as statements of work, service descriptions, ordering documents, supplements, or invoices. Attachments
provide supplemental terms that apply to certain types of Products, such as product capacity or trial services. In the event of conflict, an
Attachment prevails over this CRA and a TD prevails over both the CRA and any Attachment and will only apply to the specific
transaction.
1. Services
a. IBM provides consulting, installation, customisation and configuration, maintenance, and other services as detailed in an
Attachment or TD. Client will own the copyright in works of authorship that IBM develops for Client under a Statement of
Work (SOW) (Project Materials). Project Materials exclude works of authorship delivered to Client, but not created, under the
SOW, and any modifications or enhancements of such works made under the SOW (Existing Works). Some Existing Works
are subject to a separate license agreement (Existing Licensed Works). A program is an example of an Existing Licensed
Work and is subject to the program terms. IBM grants Client an irrevocable (subject to Client's payment obligations),
nonexclusive, worldwide license to use, execute, reproduce, display, perform and prepare derivatives of Existing Works that
are not Existing Licensed Works. IBM retains an irrevocable, nonexclusive, worldwide, paid-up license to use, execute,
reproduce, display, perform, sublicense, distribute, and prepare derivative works of Project Materials.
b. Either party may terminate a Service if a material breach concerning the Service is not remedied within a reasonable time.
IBM will provide at least 90 days' notice prior to withdrawal of Service. Client will pay charges for Services provided through
the effective date of termination. If Client terminates without cause or IBM terminates for breach, Client will meet all minimum
commitments and pay termination or adjustment charges specified in the SOW or TD and any additional costs IBM
reasonably incurs because of early termination, such as costs relating to subcontracts or relocation. IBM will take reasonable
steps to mitigate any such additional costs.
2. Content and Data Protection
a. Content consists of information or data Client may provide, make available or grant access to, in connection with IBM
providing Services. Providing Content will not affect Client's ownership or license rights in such Content. IBM, its affiliates,
and contractors of either may access and use the Content solely for the purpose of providing and managing the applicable
Services. IBM will treat all Content as confidential by not disclosing Content except to IBM employees and contractors, and
only to the extent necessary to deliver the Services.
b. Client is responsible for obtaining all necessary rights and permissions to enable, and grants such rights and permissions to,
IBM, its affiliates, and contractors of either to use, provide, store and otherwise process Content in connection with the
Services. This includes Client providing required information, making necessary disclosures and obtaining consent, if
required, before providing individuals' information, including personal or other regulated data in such Content. Client is
responsible for adequate back-up of Content. If any Content could be subject to governmental regulation or may require
security measures beyond those specified by IBM for Services, Client will not input, provide. or allow access to such Content
unless specifically permitted in the terms of the relevant TD or unless IBM has otherwise first agreed in writing to implement
additional security and other measures.
c. IBM's Data Processing Addendum at http://ibm.com/dpa (DPA) and applicable DPA Exhibit(s) apply to personal data
contained in Content, if and to the extent: i) the European General Data Protection Regulation (EU/2016/679) (GDPR); or ii)
other data protection laws identified at http://ibm.com/dpa/dpl apply.
d. Upon request by either party, IBM, Client, and affiliates of either will enter into additional agreements as required by law in
the prescribed form for the protection of personal or regulated personal data included in Content. The parties agree (and will
ensure that their respective affiliates agree) that such additional agreements will be subject to the terms of the Agreement.
e. IBM will return or remove Content from IBM computing resources upon the expiration or cancellation of the Services, or
earlier upon Client's request. IBM may charge for certain activities performed at Client's request (such as delivering Content
in a specific format). IBM does not archive Content, however some Content may remain in backup files until expiration of
such files as governed by IBM's backup retention practices.
3. Warranties and Post Warranty Support
a. IBM warrants that it provides Services using commercially reasonable care and skill in accordance with the applicable
Attachment or TD, including any completion criteria, and that Project Materials will comply with the Attachment or TD at the
time of delivery. The warranty for a Service ends when the Service ends. The warranty for Machines acquired in Western
Europe applies in all Western Europe countries, provided the Machines have been announced and made available in such
countries. For purposes of this paragraph, Western Europe means European Union member countries and Andorra, Iceland,
Liechtenstein, Monaco, Norway, San Marino, Switzerland and the Vatican State.
b. IBM does not warrant uninterrupted or error-free operation of an IBM Product or that IBM will correct all defects or prevent
third party disruptions or unauthorised third party access to an IBM Product. These warranties are the exclusive warranties
from IBM and replace all other warranties, including the implied warranties or conditions of satisfactory quality,
merchantability, non-infringement, and fitness for a particular purpose. IBM warranties will not apply if there has been
misuse, modification, damage not caused by IBM, failure to comply with instructions provided by IBM, or if otherwise stated
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 in an Attachment or TD. Non-IBM Products are sold under the Agreement as-is, without warranties of any kind. Third parties
may provide their own warranties to Client.
4. Charges, Taxes, and Payment
a. Client agrees to pay all applicable charges specified for an IBM Product or non-IBM Product, and charges for use in excess
of authorisations. Charges are exclusive of any customs or other duty, tax, and similar levies imposed by any authority
resulting from Client's acquisitions under the Agreement and will be invoiced in addition to such charges. Amounts are due
upon receipt of the invoice and payable within 30 days of the invoice date to an account specified by IBM and any late
payment fees may apply. Prepaid Services must be used within the applicable period. IBM does not give credits or refunds
for any prepaid, one-time charges, or other charges already due or paid.
b. Client agrees to: i) pay withholding tax directly to the appropriate government entity where required by law; ii) furnish a tax
certificate evidencing such payment to IBM; iii) pay IBM only the net proceeds after tax; and iv) fully cooperate with IBM in
seeking a waiver or reduction of such taxes and promptly complete and file all relevant documents.
c. IBM may change recurring charges, labor rates and minimum commitments on three months' notice. A change applies on the
invoice date or the first day of the charging period on or after the effective date IBM specifies in the notice. IBM may change
one-time charges without notice. However, a change to a one-time charge does not apply to an order if: i) IBM receives the
order before the announcement date of the increase; and ii) within three months after IBM's receipt of the order, the Product
is shipped or made available to Client.
5. Liability and Indemnity
a. IBM's entire liability for all claims related to the Agreement will not exceed the amount of any actual direct damages incurred
by Client up to 125% of the amounts paid (if recurring charges, up to 12 months' charges apply) for the Product that is the
subject of the claim, regardless of the basis of the claim. IBM will not be liable for special, incidental, exemplary, indirect, or
consequential damages, or lost profits, business, value, revenue, goodwill, or anticipated savings. These limitations apply
collectively to IBM, its affiliates, contractors, and suppliers.
b. The following amounts are not subject to the above cap: i) third party payments referred to in the paragraph below; and ii)
damages that cannot be limited under applicable law.
c. If a third party asserts a claim against Client that an IBM Product acquired under the Agreement infringes a patent or
copyright, IBM will defend Client against that claim and pay amounts finally awarded by a court against Client or included in a
settlement approved by IBM, provided that Client promptly: i) notifies IBM in writing of the claim; ii) supplies information
requested by IBM; and iii) allows IBM to control, and reasonably cooperates in, the defense and settlement, including
mitigation efforts.
d. IBM has no responsibility for claims based on Non-IBM Products, items not provided by IBM, or any violation of law or third
party rights caused by Content, or any Client materials, designs, or specifications.
6. Termination
a. Either party may terminate this CRA: i) without cause on at least one month's notice to the other after expiration or
termination of its obligations under the Agreement; or ii) immediately for cause if the other is in material breach of the
Agreement, provided the one who is not complying is given notice and reasonable time to comply. Any terms that by their
nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to successors and assignees.
Termination of this CRA does not terminate TDs, and provisions of this CRA and Attachments as they relate to such TDs
remain in effect until fulfilled or otherwise terminated in accordance with their terms. Failure to pay is a material breach.
7. Governing Laws and Geographic Scope
a. Each party is responsible for complying with: i) laws and regulations applicable to its business and Content; and ii) import,
export and economic sanction laws and regulations, including defense trade control regime of any jurisdiction, including the
International Traffic in Arms Regulations and those of the United States that prohibit or restrict the export, re-export, or
transfer of products, technology, services or data, directly or indirectly, to or for certain countries, end uses or end users.
b. Both parties agree to the application of the laws of England to the Agreement, without regard to conflict of law principles. The
rights and obligations of each party are valid only in the country where the transaction is performed or, if IBM agrees, the
country where the Product is placed in productive use, except all licenses are valid as specifically granted. IBM will not serve
as Client's exporter or importer, except as required by data protection laws, for any Content. If any provision of the
Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect. Nothing in the Agreement
affects statutory rights of consumers that cannot be waived or limited by contract. The United Nations Convention on
Contracts for the International Sale of Goods does not apply to transactions under the Agreement.
8. General
a. Parties will not disclose confidential information without a separate, signed confidentiality agreement. If confidential
information is exchanged in connection with the Agreement, the applicable confidentiality agreement is incorporated into, and
subject to, this CRA. This paragraph does not apply to Content provided in the use of a Cloud Service.
b. Client accepts an Attachment or TD by ordering, using, or making a payment for, the Product. Since this CRA may apply to
many future orders, IBM may modify this CRA by providing Client at least three months' written notice. Changes are not
retroactive; they apply, as of the effective date, only to new orders, ongoing orders that do not expire, and renewals. For
transactions with a defined renewable contract period stated in a TD, Client may request that IBM defer the change effective
date until the end of the current contract period. Client accepts changes by placing new orders or continuing use after the
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 change effective date or allowing transactions to renew after receipt of the change notice. Except as provided above, all
changes to the CRA must be in writing accepted by both parties.
c. IBM is an independent contractor, not Client's agent, joint venturer, partner, or fiduciary, and does not undertake to perform
any of Client's regulatory obligations, or assume any responsibility for Client's business or operations. IBM is an information
technology provider only. Any directions, suggested usage, or guidance provided by the IBM or an IBM Product does not
constitute medical, clinical, legal, accounting, or other licensed professional advice. Client should obtain its own expert
advice. Client is responsible for its use of IBM Products and Non-IBM Products. Each party is responsible for determining the
assignment of its and its affiliates personnel and their respective contractors, and for their direction, control, and
compensation.
d. IBM maintains a robust set of business conduct and related guidelines covering conflicts of interest, market abuse, anti-
bribery and corruption, and fraud. IBM and its personnel comply with such policies and require contractors to have similar
policies.
e. IBM Business Partners who use or make available Products are independent from IBM and unilaterally determine their prices
and terms. IBM is not responsible for their actions, omissions, statements, or offerings.
f. IBM, its affiliates, and contractors of either may, wherever they do business, store and otherwise process business contact
information (BCI) of Client, its personnel, and authorised users, for example, name, business telephone, address, email, and
user ID for business dealings with them. Where notice to or consent by the individuals is required for such processing, Client
will notify and obtain such consent. The IBM Privacy Statement at https://www.ibm.com/privacy/ provides additional details
with respect to BCI and Account Data described below.
g. Account Data is information, other than Content and BCI, that Client provides to IBM to enable Client's acquisition or use of
IBM Products or Non-IBM Products or that IBM collects using tracking technologies, such as cookies and web beacons,
regarding Client's acquisition or use of IBM Products or Non-IBM Products. IBM, its affiliates, and contractors of either may
use Account Data, for example, to enable product features, administer use, personalise experience, and otherwise support or
improve use of IBM Products and Non-IBM Products.
h. Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other. Assignment of IBM
rights to receive payments or assignment by IBM in conjunction with the sale of the portion of IBM's business that includes
the Product is not restricted.
i. This CRA applies to IBM and Client (the signatories below) and their respective Enterprise companies who acquire IBM
Products and Non-IBM Products under this CRA. The signatories shall coordinate the activities of Enterprise companies
under this CRA. Enterprise companies include: i) companies within the same country that Client or IBM control (by owning
greater than 50% of the voting shares); and ii) any other entity that controls, is controlled by or is under common control as
Client or IBM and has signed a participation agreement.
j. All notices under the Agreement must be in writing and sent to the business address specified for the Agreement, unless a
party designates in writing a different address. The parties consent to the use of electronic means and facsimile
transmissions for communications as a signed writing. Any reproduction of the Agreement made by reliable means is
considered an original. The Agreement supersedes any course of dealing, discussions or representations between the
parties.
k. No right or cause of action for any third party is created by the Agreement or any transaction under it. Neither party will bring
a legal action arising out of or related to the Agreement more than two years after the cause of action arose. Neither party is
responsible for failure to fulfill its non-monetary obligations due to causes beyond its control. Each party will allow the other
reasonable opportunity to comply before it claims the other has not met its obligations. Where approval, acceptance,
consent, access, cooperation or similar action by either party is required, such action will not be unreasonably delayed or
withheld.
l. IBM may use personnel and resources in locations worldwide, including third party contractors to support the delivery of IBM
Products and Non-IBM Products. IBM may transfer Content, including personally identifiable information, across country
borders to provide Services. A list of countries where Content may be processed is described in service support
documentation. IBM is responsible for the obligations under the Agreement even if IBM uses a third party contractor and will
have appropriate agreements in place to enable IBM to meet its obligations.

Agreed to: Agreed to:

Client Company Name: IBM Company:

IBM United Kingdom Limited

By ____________________________________________ By ____________________________________________
Authorised signature Authorised signature

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Name (type or print): Name (type or print):

Date: Date:

Client number: Agreement number:

Enterprise number:

Client address: IBM address:

Registered Office: PO Box 41 North Harbour, Portsmouth, PO6

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